8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of TheSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 13, 2017

GREAT BASIN SCIENTIFIC, INC.

 (Exact name of registrant as specified in its charter)

Delaware	001-36662	83-0361454
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

420 E. South Temple, Suite 520, Salt Lake City, UT

(Address of principal executive offices)

84111

(Zip code)

(888) 333-9763

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.Entry into a Material Definitive Agreement.

New Non-Convertible Senior Note Offering to Finance Potential Sale of Some or All of the Assets of the Company

On September 13, 2017, Great Basin Scientific, Inc. (OTCQB:GBSN), a molecular diagnostics company (the “Company”) retained FTI Capital Advisors, LLC (“FTICA”), the investment banking subsidiary of FTI Consulting, as its exclusive financial advisor to provide the Company with strategic advice regarding the potential sale of some or all of the assets of the Company.   If the Company is unable to consummate a sale to acquire some or all of the assets of the Company, the Company may be forced to cease operations entirely and may seek bankruptcy protection.

On September 27, 2017, the Company entered into certain Securities Purchase Agreements, each by and between the Company and a holder (each, an “Investor”) of the Company’s Series A Senior Secured Convertible Notes (the “Series A Notes”), pursuant to which the Investors, in the aggregate, acquired $2,772,541 in aggregate principal amount of non-convertible senior secured notes (the “New Senior Notes”) as follows:

• The Investors, in the aggregate, acquired $685,000 in aggregate principal amount of Initial New Senior Notes for an aggregate cash payment to the Company of $685,000; and

• The Investors, in the aggregate, exchanged $2,087,541 in aggregate principal amount and accrued interest of New Series A Notes into $2,087,541 in aggregate principal amount of Initial New Senior Notes.

The $685,000 in aggregate cash proceeds to the Company from the sale of the New Senior Notes will be used primarily to finance the search for a buyer to acquire some or all of the assets of the Company.

Description of New Senior Notes

The following summary description of the material terms of the New Senior Notes does not purport to be complete and is qualified in its entirety by the text of the form of the New Senior Note attached as Exhibit 4.1 to this Current Report on Form 8-K, the text of the form of Securities Purchase Agreements attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01 and the text of the form of Pledge and Security Agreement attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01.

Ranking and Security Interest

The New Senior Notes are senior secured obligations of the Company, secured through a pledge and security agreement (the “Security Agreement”) with the lead investor, in its capacity as collateral agent for all holders of the New Senior Notes. The Security Agreement creates a first priority security interest in all of our personal property of every kind and description, tangible or intangible, whether currently owned and existing or created or acquired in the future. We agreed to certain conditions on our maintenance and use of the collateral, including but not limited to the location of equipment and inventory, the condition of equipment, the payment of taxes and prevention of liens or encumbrances, the maintenance of insurance, the protection of intellectual property rights, and limitations on transfers and sales.  

Upon the occurrence of an “Event of Default” under this Security Agreement, the collateral agent will have certain rights including taking control of the collateral and, in certain circumstances, selling the collateral to cover obligations owed to the holders of the New Senior Notes pursuant to its terms.

Maturity Date

Unless earlier redeemed, the New Senior Notes mature on the earlier to occur of (x) October 22, 2017 (“Maturity Date”), subject to the right of the investors to extend the date (i) if an event of default under the New Senior Notes has occurred and is continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the New Senior Notes and (ii) after

the consummation of a change of control transaction if certain events occur and (y) the occurrence of a bankruptcy event.

Interest

The New Senior Notes bear interest at the rate of 10% per annum (or 12% per annum during the existence and continuance of an event of default).

Company Optional Redemption

The Company may, at any time at its option, with written notice to holder of New Senior Note, redeem all or any portion of the New Senior Notes (including all accrued and unpaid interest thereon), in cash, at a price equal to the greater of (i) 100% of the amount being redeemed, and (ii) such other price agreed to in writing by the Company and certain holders of New Senior Notes.

Events of Default

The New Senior Notes contain standard and customary events of default including but not limited: (i) failure to make payments when due under the New Senior Notes; and (ii) bankruptcy or insolvency of the Company.

If an event of default occurs, each holder may require us to redeem all or any portion of the New Senior Notes (including all accrued and unpaid interest thereon), in cash, at a price equal to 125% of the amount being redeemed.

Fundamental Transactions

The New Senior Notes prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes in writing all of our obligations under the New Senior Notes under a written agreement.

In the event of transactions involving a change of control, the holder of a New Senior Note will have the right to require us to redeem all or any portion of the New Senior Note it holds (including all accrued and unpaid thereon) at a price equal 125% of the amount of the New Senior Note being redeemed.

Subsequent Placements

If the Company consummates a subsequent offering, each holder of a New Senior Note may pay up to 10% of the purchase price of securities offered in such subsequent offering by exchanging such portion of its New Senior Note as payment of such securities.

Refinancing or Repayment in a Bankruptcy

If the Company commences a bankruptcy case (the "Chapter 11 Case") in a United States Bankruptcy Court (the "Bankruptcy Court") pursuant to chapter 11 of title 11 of the United States Code and a holder of a New Senior Note provides a debtor in possession financing loan (a “DIP Loan”), then the portion of the New Senior Notes purchased with cash shall be repaid or refinanced by the DIP Loan.

Releases

In connection with this offering, the Company has provided each Investor with a release of any and all claims that the Company may have against such Investor.

Waiver Agreement

In connection with the grant of security interest to the New Senior Notes, the holders of the New Series A Notes and New Series B Notes entered into a Waiver Agreement (the “Waiver”) pursuant to which the required holders agreed, among other things, (x) to subordinateall indebtedness, obligations, liens and liabilities of the Company under the New Series A Notes and New Series B Notes to all indebtedness, obligations, liens and liabilities of the Company under the New Senior Notes and (y) to waive any restrictions within the New Series A and New Series B Notes to incur certain indebtedness and liens related to the issuance of the New Senior Notes and the grant of the related security interest thereon.

The foregoing summary description of the material terms of the Waiver Agreement does not purport to be complete and is qualified in its entirety by the text of the form of the Waiver Agreement attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01

New Forbearance Agreement

On August 16, 2017 Hudson Bay Master Fund Ltd. (“Hudson Bay”) delivered an Event of Default Redemption Notice in accordance with the terms of Section 4(b) of its New Series A Note.  On August 21, 2017 the Company and Hudson Bay entered into a Forbearance Agreement (the “Original Forbearance Agreement”), wherein Hudson Bay agreed to forbear from exercising any of the remedies during a 15 day forbearance period, but solely with respect to the specified event of default; provided, however, that such forbearance did not apply to, and did not limit, the right of the Holder to charge interest at a default rate in accordance with the New Series A Note at any time after the date of the delivery of such redemption notice.  In exchange for the forbearance, the Company provided Hudson Bay with a release of any and all claims that the Company may have against Hudson Bay.  

The foregoing summary of terms of the Original Forbearance Agreement does not purport to be complete and is qualified in its entirety by the text of the Original Forbearance Agreement attached to the Company’s Current Report on Form 8-K dated August 22, 2017.

On September 27, 2017, the Company entered into a new Forbearance Agreement (the “New Forbearance Agreement”) on substantially identical terms to the Original Forbearance Agreement, but extending the forbearance therein until October 22, 2017 (or such earlier date that a Forbearance Termination Event (as defined in the New Forbearance Agreement) has occurred).

The foregoing summary description of the material terms of the New Forbearance Agreement does not purport to be complete and is qualified in its entirety by the text of the form of the New Forbearance Agreements attached as Exhibit 10.5 and 10.6 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, which was due on August 14, 2017.  The Company has until September 28, 2017 to file this report to maintain eligibility for the OTCQB market.  The Company will not be able to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 by the September 28, 2017 deadline and its OTCQB securities will be downgraded to the OTC Pink Market.

Item 3.02.Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The offer and sale of the securities disclosed in Item 1.01 is exempt from registration under the Securities Act pursuant to the provisions of Section 3(a)(9) thereof as securities

exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

Item 3.03.Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title or Description
4.1*	Form of New 2017 Secured Note.
10.1*	Form of September 2017 Securities Purchase Agreement with Hudson Bay.
10.2*	Form of September 2017 Securities Purchase Agreement with Other Investors.
10.3*	Form of September 2017 Pledge and Security Agreement.
10.4*	Form of Waiver Agreement.
10.5*	Form of New Forbearance Agreement with Hudson Bay.
10.6*	Form of New Forbearance Agreement with Other Investors.
10.7*	Form of Subordination Agreement – Spring Forth Investments.
10.8*	Form of Subordination Agreement – Utah Autism Foundation.
10.9	Original Forbearance Agreement dated August 21, 2017 (1).

*Filed herewith.

(1) Filed as exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 22, 2017 and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GREAT BASIN SCIENTIFIC, INC.
Date: September 28, 2017	By:	/s/ Ryan Ashton
		Ryan Ashton
		President and Chief Executive Officer

EX-4.1

Exhibit 4.1

[FORM OF NEW 2017SENIOR SECURED NOTE]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY REASONABLE ASSURANCES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING SELECTED BY THE HOLDER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.]¹  

PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE DIRECTOR OF FINANCE OF THE COMPANY MADE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).  THE DIRECTOR OF FINANCE OF THE COMPANY MAY BE REACHED AT TELEPHONE NUMBER (801 990-1055).

Great Basin Scientific, Inc.

NEW 2017 SENIOR SECURED NOTE

Issuance Date: September [●], 2017	Original Principal Amount: U.S. $[●]
Certificate No.: New 2017 - [●]

FOR VALUE RECEIVED, Great Basin Scientific, Inc., a Delaware corporation (the "Company"), hereby promises to pay to [INVESTOR] or registered assigns (the "Holder")

¹  Insert only on Cash Notes (as defined in the Securities Purchase Agreement).

in cash the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to payinterest ("Interest") in accordance with Section 2 on any outstanding Principal at the Interest Rate until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, redemption or otherwise (in each case in accordance with the terms hereof).  This New 2017 Senior Secured Note (including all 2017 Senior Secured Notes issued in exchange, transfer or replacement hereof, this "Note") is one of an issue of theNotes (collectively, the "Notes" and such other New 2017 Senior Secured Notes issued by the Company pursuant to the Securities Purchase Agreement and the Other Securities Purchase Agreements (each as defined below), the "Other Notes").  Certain capitalized terms used herein are defined in Section29.

1.PAYMENTS OF PRINCIPAL; PREPAYMENT.  On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 23(b)) on such Principal and Interest. The "Maturity Date" shall be the earlier to occur of (i) October 22, 2017, as may be extended at the option of the Holder (x) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Defaultand (y) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date and (ii) the date that the Company or any of its Subsidiaries, (A) pursuant to or within the meaning of the Bankruptcy Law, (1) commences a voluntary bankruptcy case, (2) has an involuntary bankruptcy case commenced against it, (3) has a Custodian of the Company or any of its Subsidiaries appointed by a court of competent jurisdiction, or (4) makes a general assignment for the benefit of its creditors, or (B) admits in writing that it is generally unable to pay its debts as they become due.  Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any.

2.INTEREST.  Interest on this Note shall commence accruing on the Issuance Date at the Interest Rate and shall be computed on the basis of a 360-day year of twelve 30-day months and shall be payable, if applicable, in arrears for each calendar month on the first (1^st) Business Day of each calendar month after the Issuance Date (each, an "InterestDate").  Interest shall be payable on each Interest Date to the record holder of this Note on the applicable Interest Date in cash by wire transfer of immediately available funds pursuant to wire instruction provided by the Holder in writing to the Company.  Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Redemption Amount on each Redemption Date.  Immediately upon the occurrence and during the continuance of an Event of Default, Interest on this Note shall commence accruing at the Default Rate and shall be computed on the basis of a 360-day year of twelve 30-day months and shall be payable, if applicable, on the Interest Date.  In the event that such Event of Default is subsequently cured, the Interest shall cease to accrue at the Default Rate as of the date of such cure; provided, that the Interest as calculated and unpaid at the Default Rate during the continuance

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of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default; provided, further, that for the purpose of this Section 2, such Event of Default shall not be deemed cured unless and until any accrued and unpaid Interest shall be paid to the Holder, including, without limitation, Interest accrued at the Default Rate.  

3.REGISTRATION; BOOK-ENTRY. The Company shall maintain a register (the "Register") for the recordation of the names and addresses of the holders of each Note and the Principal amount of the Notes and Interest held by such holders (the "Registered Notes").  The entries in the Register shall be conclusive and binding for all purposes absent manifest error.  The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary.  A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register.  Upon its receipt of a request to assign or sell all or part of any Registered Note by a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 16.  Notwithstanding anything to the contrary in this Section 3, a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register (a "Related Party Assignment"); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the "Related Party Register") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register.  Notwithstanding anything to the contrary set forth herein, upon redemption of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Redemption Amount represented by this Note is being redeemed or (B) the Holder has provided the Company with prior written notice requesting reissuance of this Note upon physical surrender of this Note.  The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges, if any, redeemed and the dates of such redemption or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon redemption.  If the Company does not update the Register to record such Principal, Interest and Late Charges paid and the dates of such payments within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

4.RIGHTS UPON EVENT OF DEFAULT.

(a)Event of Default.  Each of the following events shall constitute an "Event of Default":

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(i)the Company's failure to pay to the Holder any amount of Principal, Interest, Late Charges, Redemption Price or other amounts when and as due under this Note or any otherTransaction Documentor any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby to which the Holder is a party, exceptin the case of a failure to pay Interest and/or Late Charges when and as due, in which case only if such failure continues for a period of at least an aggregate of two (2) Business Days;

(ii)any default under, redemption of or acceleration prior to maturity of more than $100,000, individually or in the aggregate, of Indebtedness of the Company or any of its Subsidiaries other than with respect to this Note or any Other Notes;

(iii)the Company or any of its Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign or state law for the relief of debtors (collectively, "Bankruptcy Law"), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official (a "Custodian"), (D) makes a general assignment for the benefit of its creditors or (E) admits in writing that it is generally unable to pay its debts as they become due;

(iv)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company or any of its Subsidiaries in an involuntary case, (B) appoints a Custodian of the Company or any of its Subsidiaries or (C) orders the liquidation of the Company or any of its Subsidiaries and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) days;

(v)a final judgment or judgments for the payment of money aggregating in excess of $250,000, individually or in the aggregate, are rendered against the Company or any of its Subsidiaries and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within seventy-five (75) days after the expiration of such stay; provided, however, that any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $250,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company will receive the proceeds of such insurance or indemnity within forty-five (45) days of the issuance of such judgment;

(vi)other than as specifically set forth in another clause of this Section 4(a), the Company or any of its Subsidiaries breaches any representation, warranty, covenant or other term or condition of any Transaction Document, except, in the case of a breach of a covenant or other term or condition of any Transaction Document which is curable, only if such breach continues for a period of at least an aggregate of five (5) Business Days;

(vii)any breach or failure in any respect to comply with either Sections 13 or 14 of this Note, except, in the case of a breach of a covenant or other term or

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condition of Sections13 or 14of this Note which is curable, only if such breach continues for a period of at least an aggregate of two (2) Business Days;

(viii)the Company or any Subsidiary shall fail to perform or comply with any covenant or agreement contained in the Security Agreement (as defined in the Securities Purchase Agreement) to which it is a party, except, in the case of a breach of a covenant or other term or condition of Security Agreement which is curable, only if such breach continues for a period of at least an aggregate of two (2) Business Days;

(ix)any material provision of any Security Document (as determined by the Collateral Agent) shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Company or any Subsidiary intended to be a party thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Security Document;

(x)any Security Document or any other Security Document, after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien (as defined in Section 13(b)) in favor of the Collateral Agent for the benefit of the holders of the Notes on any Collateral (as defined in the Security Documents) purported to be covered thereby;

(xi)any bank at which any deposit account, blocked account, lockbox account or other account of the Company or any Subsidiary is maintained shall fail to comply with any material term of any deposit account, blocked account, lockbox account or other similar agreement to which such bank is a party or any securities intermediary, commodity intermediary or other financial institution at any time in custody, control or possession of any investment property of the Company or any Subsidiary shall fail to comply with any of the terms of any investment property control agreement to which such Person is a party (it being understood that only accounts pursuant to which the Holder has requested account control agreements should be subject to this clause (xi));

(xii)any material damage to, or loss, theft or destruction of, any Collateral or a material amount of property of the Company, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance could reasonably be expected to have a Material Adverse Effect;

(xiii)a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Event of Default has occurred;

(xiv)the Company's failure for any reason after the date that is six (6) months immediately following the Issuance Date to satisfy the current public information requirement under Rule 144(c) of the 1933 Act; and

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(xv)any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.

(b)Redemption Right.  Upon the occurrence of an Event of Default with respect to this Note and/or any Other Note, the Company shall within two (2) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an "Event of Default Notice") to the Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred. Provided that the Lead Investor shall have required the Company to redeem all or any portion of the Lead Investor's Note in connection with the applicable Event of Default (the amount subject to such redemption, the "Lead Investor Applicable Redemption Amount"), at any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default and ending on the fifteenth (15th) Business Day after the later of (x) the date such Event of Default is cured and (y) the Holder's receipt of an Event of Default Notice (each such period, an "Event of Default Redemption Right Period"), the Holder may require the Company to redeem (an "Event of Default Redemption") up to a portion of this Note that shall not exceed the product obtained by multiplying (i) the Redemption Amount of the this Note that is then outstanding and (ii) a fraction (I) the numerator of which equals the Lead Investor Applicable Redemption Amount and (II) the denominator of which equals the Redemption Amount of the Lead Investor's Note that is then outstanding, then, by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem.  Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 125% of the Redemption Amount being redeemed (the "Event of Default Redemption Price").  Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8.  To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.  Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.  

5.RIGHTS UPON FUNDAMENTAL TRANSACTION AND CHANGE OF CONTROL.

(a)Assumption.  The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements, if so requested by the Holder, to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes,

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including, without limitation, having a principal amount and interest rate equal to the Principal amount and the InterestRate of the Notes then outstanding held by such holder and having similar ranking and security to the Notes, and satisfactory to the Required Holders.  Upon the occurrence or consummation of any Fundamental Transaction in which the Company is not the Successor Entity, and it shall be a required condition to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be added to the term "Company" under this Note (so that from and after the date of such Fundamental Transaction, each and every provision of this Note referring to the "Company" shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Note with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company in this Note, and, solely at the request of the Holder, the Successor Entity and/or Successor Entities shall deliver (in addition to and without limiting any right under this Note) to the Holder in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note, and such security shall be satisfactory to the Holder.  The provisions of this Section 5(a)shall apply similarly and equally to successive Fundamental Transactions.

(b)Redemption Right.  No sooner than twenty (20) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a "Change of Control Notice").  At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Business Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Redemption Amount the Holder is electing to require the Company to redeem.  The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 125% of the Redemption Amount being redeemed (the "Change of Control Redemption Price").  Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control.  To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments.  The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.  Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.  

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6.OPTIONAL REDEMPTION AT THE COMPANY'S ELECTION.At any time after theIssuance Date, the Company shall have the right to redeem all, or any portion, of the Redemption Amount then remaining under this Note and the Other Notes(the "CompanyOptional Redemption Amount") as designated in the Company Optional Redemption Notice on the Company Optional Redemption Date (each as defined below) (a "Company Optional Redemption").  This Note and the Other Notes subject to redemption pursuant to this Section 6 shall be redeemed by the Company on the Company Optional Redemption Date in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company at a price equal to (i) 100% of the Redemption Amount being redeemed or (ii) such other price agreed to in writing by the Company and the Required Holders(the "Company Optional Redemption Price").  The Company may exercise its right to require redemption under this Section 6 by delivering a written notice thereof by facsimile or electronic mail and overnight courier to the Holder and all, but not less than all, of the holders of the Other Notes(the "Company Optional Redemption Notice" and the date all of the holders of the Notes received such notice is referred to as the "Company Optional Redemption Notice Date"). The Company Optional Redemption Notice shall be irrevocable.  The Company Optional Redemption Notice shall (i) state the date on which the Company Optional Redemption shall occur (the "Company Optional Redemption Date")and (ii) state the aggregate Redemption Amount of the Notes which the Company has elected to be subject to Company Optional Redemption from the Holder and all of the holders of the Other Notes pursuant to this Section 6 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date.  The Company may not effect more than one (1) Company Optional Redemption.  Company Optional Redemptions made pursuant to this Section 6 shall be made in accordance with Section 8.  To the extent redemptions required by this Section 6 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments.  The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 6, the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.If the Company elects to cause a Company Optional Redemption pursuant to this Section 6, then it must simultaneously take the same action in the same proportion with respect to the Other Notes.

7.NONCIRCUMVENTION.  The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.

8.REDEMPTIONS.

(a)Mechanics.  The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company's receipt of the Holder's Event of Default Redemption Notice (the "Event of Default Redemption Date").  If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the

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consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company's receipt of such notice otherwise (such date, the "Change of Control Redemption Date").  The Company shall deliver the Company Optional Redemption Price on the Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instruction provided by the Holder in writing to the Company on the applicable due date.  In the event of a redemption of less than all of the Redemption Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered.  In the event that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Redemption Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid.  Upon the Company's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Redemption Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section17(d)) to the Holder representing such Redemption Amount to be redeemed.  The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Redemption Amount subject to such notice.

(b)Redemption by Other Holders.  Upon the Company's receipt of notice from any of the holders of the Other Notes for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5(b) or pursuant to equivalent provisions set forth in the Other Notes (each, an "Other Redemption Notice"), the Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice.  If the Company receives a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is three (3) Business Days prior to the Company's receipt of the Holder's Redemption Notice and ending on and including the date which is three (3) Business Days after the Company's receipt of the Holder's Redemption Notice and the Company is unable to redeem all Principal, Interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from the Holder and each holder of the Other Notes based on the Principal amount of this Note, the Other Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during such seven (7) Business Day period.

(c)Insufficient Assets.  If upon a Redemption Date, the assets of the Company are insufficient to pay the applicable Redemption Price, the Company shall (i) take all appropriate action reasonably within its means to maximize the assets available for paying the applicable Redemption Price, (ii) redeem out of all such assets available therefor on the applicable Redemption Date the maximum possible Redemption Amount that it can redeem on such date, pro rata among the Holder and the holders of the Other Notes to be redeemed in proportion to the aggregate Principal amount of this Note, the Other Notes outstanding on the applicable Redemption Date and (iii) following the applicable Redemption Date, at any time and from time to time when additional assets of the Company become

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available to redeem the remaining Redemption Amount of this Note, the Other Notes, the Company shall use such assets, at the end of the then current calendar month, to redeem the balance of such Redemption Amount of this Note and the Other Notes, or such portion thereof for which assets are then available, on the basis set forth above at the applicable Redemption Price, and such assets will not be used prior to the end of such calendar month for any other purpose. Interest on the Principal amount of this Note and the Other Notesthat have not been redeemed shall continue to accrue until such time as the Company redeems this Note and the Other Notes.

9.VOTING RIGHTS.  The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided in this Note.

10.SECURITY.  This Note and the Other Notes are secured to the extent and in the manner set forth in the Security Documents.

11.RANK.  All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness of the Company and its Subsidiaries other than Permitted Indebtedness secured by clause (iv) of the definition of Permitted Liens.

12.EXCHANGE.  In the event the Company enters into a Subsequent Placement while this Note remains outstanding (other than (x) to the extent prohibited by applicable law and then only if the Company is unable under applicable law to affect a transaction with  the Holder substantially and/or economically equivalent as determined by the Holder to such Exchange (as defined below) or (y) with respect to Excluded Securities), the Holder may, in its sole and absolute discretion, exchange (an "Exchange") all or any portion of the outstanding Redemption Amount, and/or other amounts then payable under this Note (such exchanged amount under this Note, the "Exchange Amount"), as payment for up to 10% of the purchase price for the securities to be offered in such Subsequent Placement in connection with, and otherwise upon the same terms available to other investors generally in connection with, such Subsequent Placement.  The Company shall take any and all actions necessary, advisable or reasonably requested by the Holder to ensure that the Holder is entitled and permitted, at the Holder's election, to participate as an investor in any Subsequent Placement as contemplated in this paragraph.  In the event that the Holder exercises this right, the Company shall take all actions necessary, advisable or reasonably requested by the Holder to cause (a) such exchange to be promptly (but in no event later than the scheduled closing date for such Subsequent Placement) consummated in favor of the Holder upon the same terms available to other investors in connection with such Subsequent Placement, and (b) the Holder to promptly (but in no event later than the scheduled closing date of such Subsequent Placement) be issued such securities offered in connection with such Subsequent Placement as if the Holder had invested an amount equal to the Exchange Amount in cash in such Subsequent Placement.  Following any such exchange pursuant to this paragraph, this Note shall remain outstanding in accordance with its terms as to all amounts payable hereunder that have not been exchanged for securities in connection with such Subsequent Placement.

13.NEGATIVE COVENANTS.  Until all of the Notes have been redeemed or otherwise satisfied in accordance with their respective terms, the Company shall not, and the

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Company shall not permit any of its Subsidiaries without the prior written consent of the Required Holders to, directly or indirectly:

(a)incur or guarantee, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness;

(b)allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, "Liens") other than Permitted Liens;

(c)redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than this Note and the Other Notes), whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event constituting, or that with the passage of time and without being cured would constitute, an Event of Default has occurred and is continuing;

(d)redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (including, without limitation Permitted Indebtedness other than this Note and the Other Notes), by way of payment in respect of principal of (or premium, if any) such Indebtedness prior to the scheduled maturity date of such Indebtedness.  For clarity, such restriction shall not preclude the payment of regularly scheduled interest payments which may accrue under such Permitted Indebtedness;

(e)redeem or repurchase its Equity Interest, or permit any Subsidiary to redeem or repurchase its Equity Interests (except on a pro rata basis among all holders thereof) or declare or pay any cash dividend or distribution on any Equity Interest of the Company or of its Subsidiaries without in each case the prior express written consent of the Required Holders;

(f)make, any change in the nature of its business as described in the Company's most recent Annual Report filed on Form 10-K with the United States Securities and Exchange Commission.  The Company shall not modify its corporate structure or purpose;

(g)encumber or allow any Liens on, any of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of the Company and its Subsidiaries connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, other than Permitted Liens; or

(h)enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or

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assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate thereof.

14.AFFIRMATIVE COVENANTS.  

(a)General.  Until all of the Notes have been redeemed or otherwise satisfied in accordance with their respective terms, the Company shall, and the Company shall cause each Subsidiary to, directly or indirectly:

(i)maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where failure to do so would not result in a Material Adverse Effect;

(ii)maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are reasonably necessary in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the material provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder;

(iii)maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated; and

(iv)maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor which are reasonably necessary in the proper conduct of its business.

15.VOTE TO ISSUE, OR CHANGE THE TERMS OF, NOTES.  The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders shall be required for any change or amendment or waiver of any provision to this Note or any of the Other Notes. Any change, amendment or waiver by the Company and the Required Holders shall be binding on the Holder of this Note and all holders of the Other Notes.  Notwithstanding anything herein to the contrary, to the extent that any specific amendment or

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waiver would reasonably be expected to disproportionately and materially adversely affect any initial holder of Notes, such Note shall not be amended or waived with respect thereto without the consent of all initial holders of Notes.

16.TRANSFER.  This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company.

17.REISSUANCE OF THIS NOTE.

(a)Transfer.  If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 17(d) and subject to Section 3), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 17(d)) to the Holder representing the outstanding Principal not being transferred.  The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3 following redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.

(b)Lost, Stolen or Mutilated Note.  Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal.

(c)Note Exchangeable for Different Denominations.  This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 17(d) and in Principal amounts of at least $1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d)Issuance of New Notes.  Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges, if any, on the Principal and Interest of this Note, from the Issuance Date.

18.REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or

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other injunctive relief), and nothing herein shall limit the Holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Note.  Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).  The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.  The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

19.PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS.  If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors' rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable and documented attorneys' fees and disbursements.

20.CONSTRUCTION; HEADINGS.  This Note shall be deemed to be jointly drafted by the Company, the initial Holder of this Note and the initial holders of all Other Notes and shall not be construed against any person as the drafter hereof.  The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

21.FAILURE OR INDULGENCE NOT WAIVER.  No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

22.DISPUTE RESOLUTION.  In the case of a dispute as to the arithmetic calculation of any Redemption Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within one (1) Business Day of receipt of Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder.  If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within one (1) Business Day submit via facsimile or electronic mail the disputed arithmetic calculation of any Redemption Price to an independent, outside accountant, selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, delayed or conditioned.  The Company shall cause at its expense the accountant to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed

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determinations or calculations.  Such accountant's determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

23.NOTICES; PAYMENTS.

(a)Notices.  Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement.  The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore.  Without limiting the generality of the foregoing, the Company shall give written notice to the Holder at least twenty (20) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

(b)Payments.  Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in the case of each of the initial Holder of this Note and the initial holders of all Other Notes, shall initially be as set forth on Schedule I of the Securities Purchase Agreement) or the Other Securities Purchase Agreements, as applicable; provided, that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder's wire transfer instructions.  Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.  Any amount of Principal or other amounts due under this Note and the Securities Purchase Agreement which is not paid when due (solely to the extent such amount is not then accruing interest at the Default Rate) shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of twelve percent (12.0%) per annum from the date such amount was due until the same is paid in full ("Late Charge").

24.CANCELLATION.  After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

25.WAIVER OF NOTICE.  To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the other Transcation Documents.

26.GOVERNING LAW; JURISDICTION; JURY TRIAL.  This Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of

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law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  Each of the Holder and the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each of the Holder and the Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such other Person at the address set forth in Section 9(f) of theSecurities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.  EACH OF THE HOLDER ANDTHE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

27.Severability. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

28.DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise.  In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication,

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the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

29.CERTAIN DEFINITIONS.  For purposes of this Note, the following terms shall have the following meanings:

(a)"1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(b)"1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(c)"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that "control" of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(d)"Approved Stock Plan" means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

(e)"Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(f)"Change of Control" means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of the Common Stock in which holders of the Company's voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, (ii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) a merger in connection with a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition is not greater than 20% of the Company's market capitalization as calculated on  the date of the consummation of such merger and (y) such merger does not contemplate a change to the identity of a majority of the board of directors of the Company.

(g)"Collateral Agent" shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(h)"Common Stock" means (i) the Company's shares of Common Stock, par value $0.0001 per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.

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(i)"Common Stock Equivalents" means, collectively, Options and Convertible Securities.

(j)"Contingent Obligation" means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(k)"Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(l)"Default Rate" means 12.00% per annum.

(m)"Equity Interests" means (a) all shares of capital stock (whether denominated as common capital stock or preferred capital stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.

(n)"Excluded Securities" means any shares of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; and (ii) upon conversion or exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided, that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date.

(o)"Fundamental Transaction" means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding

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shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the SubscriptionDate calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders of the Company or (C) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(p)"GAAP" means United States generally accepted accounting principles, consistently applied.

(q)"Group" means a "group" as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(r)"Indebtedness" of any Person means, without duplication (i) all indebtedness for borrowed money, individually or in the aggregate exceeding $10,000, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, including (without limitation) "capital leases" in accordance with GAAP (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (vii) all

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indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above.

(s)"Interest Rate" means 10.00% per annum.

(t)"Lead Investor" means Hudson Bay Master Fund Ltd.

(u)"Material Adverse Effect" means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the transactions contemplated hereby or on the other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(v)"Options" means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(w)"Other Securities Purchase Agreements" means each of the securities purchase agreements entered into by the Company and an Other Investors (as defined in the Securities Purchase Agreement), if any, for the issuance of Other Notes with respect to an Other Closing (as defined in the Securities Purchase Agreement).

(x)"Parent Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person, or, if there is more than one such Person or such entity, the Person or such entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(y)"Permitted Indebtedness" means (i) Indebtedness evidenced by this Note, the Other Notes, the Series A Notes and the Series B Notes, (ii) trade payables incurred in the ordinary course of business consistent with past practice,(iii) unsecured Indebtedness incurred by the Company that is made expressly subordinate in right of payment to the Indebtedness evidenced by this Note, as reflected in a written agreement acceptable to the Required Holders and approved by the Required Holders in writing, and which Indebtedness does not provide at any time for (a) the payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon until ninety-one (91) days after the Maturity Date or later and (b) total interest and fees at a rate in excess of 10.00% per annum, (iv) Indebtedness secured by Permitted Liens described in clauses (iv) of the definition of Permitted Liens, and (v) Permitted Indebtedness set forth on Schedule 3(v)(i) of the 2016 SPA (as defined in the Securities Purchase Agreement) as in effect on June 29, 2016.

(z)"Permitted Liens" means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been

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established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen's liens, mechanics' liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings,(iv)Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment, (v) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) leases or subleases and licenses and sublicenses granted to others in the ordinary course of the Company's business, not interfering in any material respect with the business of the Company and its Subsidiaries taken as a whole, (vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods, and (viii) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(v); (ix) Permitted Liens set forth on Schedule29(z) of this Note in effect on June 29, 2016; (x) Liens arising under the Transaction Documents, the Series A Notes and the Series B Notes.

(aa)"Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(bb)"Redemption Amount" means the sum of (A) the portion of the Principal to be redeemed or otherwise with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal and (C) accrued and unpaid Late Charges, if any, with respect to such Principal and Interest.

(cc)"Redemption Dates" means, collectively, the Event of Default Redemption Dates, the Change of Control Redemption Dates, and the Company Optional Redemption Date, each of the foregoing, individually, a Redemption Date.

(dd)"Redemption Notices" means, collectively, the Event of Default Redemption Notices, the Change of Control Redemption Notices, and the Company Optional Redemption Notice, each of the foregoing, individually, a Redemption Notice.

(ee)"Redemption Prices" means, collectively, the Event of Default Redemption Price, the Change of Control Redemption Price and the Company Optional Redemption Price, each of the foregoing, individually, a Redemption Price.

(ff)"Related Fund" means, with respect to any Person, a fund or account managed by such Person or an Affiliate of such Person.

(gg)"Required Holders" means the holders of Notes representing on the applicable date of determination at least fifty-one percent (51%) of the aggregate Principal amount of

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the Notesissued pursuant to the Securities Purchase Agreement and the Other Purchase Agreementsand shall include the Lead Investor so long as the Lead Investor and/or any of its Affiliates collectively hold at least five percent (5%) of the Notesin the aggregate.

(hh)"Securities Purchase Agreement" means that certain securities purchase agreement dated as of September [●], 2017 by and between the Company and the initial Holder pursuant to which the Company issued the Notes.

(ii)"Security Document" shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(jj)"Series A Notes" means the 2017 Series A Senior Secured Convertible Note issued pursuant to the Amendment and Exchange Agreements, each dated as of April 17, 2017, by and between the Company and the investor identified on the signature page attached thereto.

(kk)"Series B Notes" means the 2017 Series B Senior Secured Convertible Note issued pursuant to the Amendment and Exchange Agreements, each dated as of April 17, 2017, by and between the Company and the investor identified on the signature page attached thereto.

(ll)"Subject Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(mm)"Subscription Date" means September [●], 2017.

(nn)"Subsequent Placement" means the offer, sale, grant of any option to purchase, or other disposition of (or announcement of any offer, sale, grant or any option to purchase or other disposition of) any of the Company's or the Subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents.

(oo)"Subsidiary" shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(pp)"Successor Entity" means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.

(qq)"Transaction Documents" shall have the meaning ascribed to such term in the Securities Purchase Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

Great Basin Scientific, Inc.

By:

Name: Jeff Rona

Title: CFO

Schedule 29(z)

Permitted Liens

Liens associated with the Security Agreement dated as of October 30, 2013 by and between Great Basin and Utah Autism Foundation.

Liens associated with the Security Agreement dated as of March 21, 2014 by and between Great Basin and Utah Autism Foundation.

Liens associated with the Security Agreement dated as of October 30, 2013 by and between Great Basin and Spring Forth Investments, LLC.

Liens associated with the Master Lease Agreement by and between Onset Financial, Inc. and Great Basin, dated as of October 16, 2013.  There are two lease schedules subject to the Master Lease Agreement:

• Lease Schedule 001 dated October 16, 2013

• Lease Schedule 002 dated March 14, 2014

Liens associated with the Equipment Financing Agreement dated as of January 18, 2013 by and between Royal Bank America Leasing and Great Basin.

Liens associated with the Equipment Financing Agreement dated as of February 21, 2013 by and between Western Equipment Finance and Great Basin.

Liens associated with the Equipment Lease Agreement dated as of February 3, 2011 by and between Roche Diagnostics Corp and Great Basin.

Liens associated with the Equipment Lease Agreement dated as of December 26, 2013 by and between Roche Diagnostics Corp and Great Basin.

EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

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").

WHEREAS:

A.Reference is hereby made to (a) that certain Securities Purchase Agreement, dated December 28, 2015, by and among the Company, the Investors and certain other buyers signatory thereto, pursuant to which the Investor and such other buyers acquired (i) senior secured convertible notes (the "2015 Notes") and (ii) warrants to acquire shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") (the "2015 Warrants"), (b) that certain Securities Purchase Agreement, dated June 29, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the "2016 SPA"), pursuant to which the Investor and such other buyers acquired (i) senior secured convertible notes (as amended prior to the date hereof, the "2016 Notes") and (ii) warrants to acquire shares of Common Stock (the "2016 Warrants") and (c) that certain Amended and Restated Exchange Agreement, dated November 2, 2016, by and between the Company and the Investor, pursuant to which the Company exchanged all outstanding 2015 Notes for Series F Convertible Preferred Stock, $0.001 par value (the "Existing Preferred Stock"), the terms of which are set forth in the Certificate of Designations for such series of preferred stock.  

B.Pursuant to that certain Exchange Agreement, dated April 7, 2017, by and between the Company and the Investor (the "2017 Initial Exchange Agreement"), the Company and the Investor agreed, among other things, (i) to exchange a portion of the Investor's 2016 Note for the Series B Note (as defined in the 2017 Initial Exchange Agreement), (ii) to exchange a portion of the Investor's Existing Preferred Stock (as defined in the 2017 Initial Exchange Agreement) for shares of Common Stock in the Preferred Conversion (as defined in the 2017 Initial Exchange Agreement) and (iii) subject to the satisfaction of certain conditions, to exchange the remaining 2016 Notes, 2015 Warrants, 2016 Warrants and Existing Preferred Stock, respectively, of the Investor for the Series A Note (as defined in the 2017 Initial Exchange Agreement).  

C.Pursuant to that certain Amendment and Exchange Agreement, dated April 17, 2017 (the "2017 Amended Exchange Agreement"), by and between the Company and the Investor, (i) the Company exchanged the Series B Note (as defined in the 2017 Initial Exchange Agreement) of the Investor for a New Series B Note (as defined in the 2017 Amended Exchange Agreement), (ii) in lieu of the Qualified Financing Exchange and the Adjustment Exchange (each as defined in the 2017 Initial Exchange Agreement), the Company exchanged the remaining 2016 Notes and the remaining Existing Preferred Stock for a New Series A Note (as defined in the 2017 Amended Exchange Agreement) (the New Series A Notes and the New Series B Notes issued to the Investor and the Other Investors (as defined below) pursuant to the 2017 Amended Exchange Agreement and the other Amendment and Exchange Agreements each entered into by the Company and an Other Investor on April 17, 2017, collectively, the "Existing Notes") and (iii) upon the consummation of the New Series A Exchange (as defined in the 2017 Amended Exchange

DOC ID - 26661429.16

Agreement), the 2015 Warrants and the 2016 Warrants were automatically cancelled for no additional consideration.  

D.As of the date hereof, the Investor holds $14,536,267.65 in aggregate principal amount of a New Series A Note (the "Investor Note").

E.The Company has authorized a new series of senior secured notes of the Company, in substantially the form attached hereto as Exhibit A (the "Notes").  

F.The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506(b) of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

G.The Investor wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, at the Initial Closing (as defined below) that aggregate principal amount of Notes equal to the sum of (i) the principal amount set forth opposite the Investor's name in column (3) on Schedule I attached hereto and (ii) the principal amount set forth opposite the Investor's name in column (4) on Schedule I attached hereto (collectively, the "Initial Notes").

H.Subject to the terms and conditions set forth in this Agreement, the Investor wishes to purchase, and the Company wishes to sell, at the Additional Closing (as defined below) up to the aggregate principal amount of additional Notes equal to the sum of (i) the Additional Cash Amount (as defined below) and (ii) the Additional Exchange Amount (as defined below) (collectively, the "Additional Notes").  

I.Notes issued pursuant to the Other Agreements (as defined below), if any, shall be deemed "Notes" as defined hereunder and be of the same series of, and rank pari passu with, the Notes issued pursuant to this Agreement.

J.The Notes will rank senior to all outstanding and future indebtedness of the Company and its Subsidiaries (as defined below), including, without limitation, any Existing Notes, and will be secured, except to the extent permitted by the terms hereof or in the Transaction Documents, by a first priority perfected security interest (subject to Permitted Liens under and as defined in the Notes) in all of the Collateral (as defined in the Security Documents) of the Company and all direct and indirect Subsidiaries of the Company, formed in the future, as evidenced by a pledge and security agreement, substantially in the form attached hereto as Exhibit B, (as amended or modified from time to time in accordance with its terms, the "Security Agreement").

K.The Notes are also referred to herein as the "Securities". For the avoidance of doubt, the Notes shall include the Initial Notes and the Additional Notes, if any.

DOC ID - 26661429.16 - 2 -

NOW, THEREFORE, the Company and the Investor hereby agree as follows:

1.PURCHASE AND SALE OF NOTES.

(a)Purchase of Notes.  

(i)Initial Closing.  Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5(a) and 6(a) below, (x) the Company shall issue and sell to the Investor, and the Investor agrees to purchase from the Company on the Initial Closing Date (as defined below), a principal amount of Notes as is set forth opposite the Investor's name in column (3) of Schedule I attached hereto, represented by Certificate No. New 2017 – Cash 1 (the "Initial Cash Note") and (y) the Company shall exchange the principal amount and accrued interest of the Investor Note set forth opposite the Investor's name in column (6) of Schedule I attached hereto for a principal amount of Notes as is set forth opposite the Investor's name in column (4) of Schedule I attached hereto, represented by Certificate No. New 2017 – Exchange 1 (the "Initial Exchange Note") (collectively, the "Initial Closing").

(ii)Additional Closing.  Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(d), 5(b) and 6(b) below, (x) the Company shall issue and sell to the Investor, and the Investor agrees to purchase from the Company on the Additional Closing Date (as defined below), a principal amount of Additional Notes equal to the Additional Cash Amount (as defined in Section 1(d)) (the "Additional Cash Note" and together with the Initial Cash Note, the "Cash Notes") and (y) the Company shall exchange the principal amount of the Investor Note equal to the Additional Exchange Amount (as defined in Section 1(d)) for Additional Notes in the principal amount equal to the Additional Exchange Amount (the "Additional Exchange Note" and together with the Initial Exchange Note, the "Exchange Notes") (collectively, the "Additional Closing" and together with the Initial Closing, each a "Closing").

(b)Purchase Price.  The aggregate purchase price for the Initial Cash Notes, to be purchased by the Investor at the Initial Closing (the "Initial Cash Purchase Price") shall be the amount set forth opposite the Investor's name in column (5) of Schedule I attached hereto.  The aggregate purchase price for the Additional Cash Note to be purchased by the Investor at the Additional Closing (the "Additional Cash Purchase Price" and together with the Initial Cash Purchase Price, the "Cash Purchase Price") shall be the Additional Cash Amount (as defined in Section 1(d)).  The aggregate purchase price for the Initial Exchange Note, to be purchased by the Investor at the Initial Closing shall be the cancellation of the principal amount and accrued interest of the Investor Note set forth opposite the Investor's name in column (6) of Schedule I attached hereto.  The aggregate purchase price for the Additional Exchange Note to be purchased by the Investor at the Additional Closing shall be the cancellation of the principal amount of the Investor Note equal to the Additional Exchange Amount.  

(c)Initial Closing Date.  The date and time of the Initial Closing (the "Initial Closing Date") shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Investor) after notification of satisfaction (or waiver) of the conditions to the Initial Closing set forth in Sections 5(a) and 6(a)

DOC ID - 26661429.16 - 3 -

below, at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

(d)Additional Closing Date.  The date and time of the Additional Closing (the "Additional Closing Date," and together with the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the fourth (4^th) Business Day immediately following the Initial Closing Date (or, in any case, such other date and time as is mutually agreed to by the Investor and the Company), subject to satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 5(b) and 6(b) and the conditions contained in this Section 1(d).  If the Company shall not have offered and sold Notes in the principal amount equal to $194,990 to holders of the Existing Notes other than the Investor (the "Other Investors"), by no later than the third (3^rd) Business Day immediately following the Initial Closing Date (the "Deadline"), the Company shall deliver written notice thereof to the Investor on the Deadline and, subject to the requirements of Sections 5(b) and 6(b) and the conditions contained in this Section 1(d), the Investor shall on the Additional Closing Date purchase, and the Company shall sell to the Investor: (i) the Additional Cash Note in the principal amount equal to the sum of (A) the difference obtained, if positive, by subtracting (x) the principal amount of Notes issued and sold to the Other Investors on or prior to the Deadline (the consummation of any such issuance(s) and sale(s), collectively, the "Other Closing"), from (y) $194,990 and (B) the fees owed by the Company to the Investor pursuant to Section 4(f) (such sum, the "Additional Cash Amount"), for an Additional Cash Purchase Price equal to the Additional Cash Amount (provided that the Investor may withhold the amounts pursuant to Section 4(f)) and (ii) the Additional Exchange Note in the principal amount equal to the product obtained by multiplying (x) the Additional Cash Amount and (y) three (3) (such product, the "Additional Exchange Amount"), in exchange for the cancellation of the Investor Note in the principal amount equal to the Additional Exchange Amount.  The location of the Additional Closing shall be at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York  10022.  As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed. For the avoidance of doubt, the Holder shall not be required to purchase Additional Notes at the Additional Closing in the event that the Company issues and sells Notes to the Other Investors at the Other Closing in the principal amount equal to $194,990.

(e)Form of Payment.  

(i)Initial Closing.  On the Initial Closing Date, (i) the Investor shall pay for the Initial Cash Notes to be issued and sold to the Investor at the Initial Closing by paying the Initial Cash Purchase Price to the Company (less the amounts withheld pursuant to Section 4(f)), by wire transfer of immediately available funds in accordance with the Company's written wire instructions and the principal amount and accrued interest of the Investor Note set forth opposite the Investor's name in column (6) of Schedule I attached hereto shall be deemed cancelled and (ii) the Company shall deliver to the Investor the Initial Cash Note and the Initial Exchange Note (each, allocated in the principal amounts as the Investor shall request) which the Investor is then purchasing hereunder, in each case duly executed on behalf of the Company and registered in the name of the Investor or its designee.  

DOC ID - 26661429.16 - 4 -

(ii)Additional Closing.  On the Additional Closing Date, (i) the Investor shall pay for the Additional Cash Notes to be issued and sold to the Investor at the Additional Closing by paying theAdditional Cash Purchase Priceto the Company (less the amounts withheld pursuant to Section 4(f)), by wire transfer of immediately available funds in accordance with the Company's written wire instructions and the principal amount of the Investor Note equal to the Additional Exchange Amount hall be deemed cancelled and (ii) the Company shall deliver to the Investor the Additional Cash Note and the Additional Exchange Note (each, allocated in the principal amounts as the Investor shall request) which the Investor is then purchasing hereunder, in each case duly executed on behalf of the Company and registered in the name of the Investor or its designee.

(f)Same Series of Notes.  The parties hereto acknowledge and agree that the Notes issued pursuant to the Other Agreements, if any, shall be deemed "Notes" as defined hereunder and be of the same series of, and rank pari passu with, the Notes issued pursuant to this Agreement.

2.INVESTOR'S REPRESENTATIONS AND WARRANTIES.  The Investor, severally and not jointly, represents and warrants with respect to only itself as of the date hereof and as of the applicable Closing Date (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and only with respect to the Notes being issued at such Closing that:

(a)No Public Sale or Distribution.  The Investor is acquiring the Notes for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, the Investor does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to registration under the 1933 Act or an available exemption from such registration requirements and in each case in accordance with any applicable state securities laws.  The Investor is acquiring the Securities hereunder in the ordinary course of its business.  The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities.  For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any government or any department or agency thereof.

(b)Accredited Investor Status.  The Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

(c)Reliance on Exemptions.  The Investor understands that the Securities have not been registered under the 1933 Act or any applicable state securities laws and are being offered and sold to it in reliance on the exemptions from registration under the 1933 Act provided by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D under the 1933 Act and pursuant to similar exemption from any applicable state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set

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forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire theSecurities.

(d)Information.  The Investor and its advisors, if any, have had access to the Company's SEC filings filed electronically on EDGAR and available at www.sec.gov and has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by the Investor.  The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company.  Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor's right to rely on the Company's representations and warranties contained herein.  The Investor understands that its investment in the Securities involves a high degree of risk.  The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(e)No Governmental Review.  The Investor understands that no United States federal or state agency or any other government or governmental agency, including but not limited to the SEC, has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)Transfer or Resale.  The Investor understands that:  (i) the Cash Notes have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred, directly or indirectly, unless (A) subsequently registered thereunder, (B) such sale, offer, assignment or transfer is to the Company, (C) the sale, offer, assignment or transfer is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in accordance with any applicable state securities laws provided that the Investor has furnished to the Company reasonable assurances, in form and substance reasonably satisfactory to the Company, that registration is not required under the 1933 Act or (D) such sale, offer, assignment or transfer is pursuant to a transaction that does not require registration under the 1933 Act or any applicable state securities laws provided that the Investor has furnished to the Company an opinion of counsel of recognized standing (with Schulte Roth & Zabel LLP being deemed counsel of recognized standing) selected by the Investor, in form and substance reasonably satisfactory to the Company, that registration is not required under the 1933 Act; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not available, any resale of the Cash Notes under circumstances in which the seller (or the Person) through whom the sale is made may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Cash Notes under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.  Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Investor effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this

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Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(f).

(g)Legends.  The Investor understands that the certificates or other instruments representing the Cash Notes until the six (6) months after the applicable Closing Date, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates) (the "Private Placement Legend"):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY REASONABLE ASSURANCES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING SELECTED BY THE HOLDER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

In addition, the Investor understands that the certificates or other instruments representing the Securities shall bear a legend in substantially the following:

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PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE DIRECTOR OF FINANCE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).  THE DIRECTOR OF FINANCEOF THE COMPANY MAY BE REACHED AT TELEPHONE NUMBER (801) 990-1055.

The Private Placement Legend set forth above shall be removed and/or the Company shall issue a certificate without such legend to the holder of the Cash Notes upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if (i) such Cash Notes are registered for resale by the holder under the 1933 Act, or (ii) the Cash Notes are sold, assigned or transferred pursuant to Rule 144, or can be sold, assigned or transferred pursuant to Rule 144 without the requirement to be in compliance with Rule 144(c)(i), and such holder provides the Company with reasonable assurances, in form and substance reasonably satisfactory to the Company, to the effect that such sale, assignment or transfer of the Cash Notes may be made without registration under the applicable requirements of the 1933 Act.  The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.  For the avoidance of doubt, the Exchange Notes shall not bear the Private Placement Legend or any other restrictive legend and shall be freely tradable by the Investor.

(h)Validity; Enforcement.  This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(i)No Conflicts.  The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations hereunder.

(j)Residency.  The Investor is a resident of that jurisdiction specified below its address on Schedule I attached hereto.

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3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Investor as of the date hereof and as of the applicable Closing Date (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) only with respect to the Notes being issued at such Closing that:

(a)Organization and Qualification.  The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the jurisdiction in which it is formed, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted.  The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.  As used in this Agreement, "Material Adverse Effect" means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the transactions contemplated hereby or on the other Transaction Documents (as defined below) or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.  The Company has no "Subsidiaries" (which for purposes of this Agreement means any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity or similar interest).

(b)Authorization; Enforcement; Validity.  The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof.  The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, have been duly authorized by the unanimous consent of all members of the Company's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 5(a)(v)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders.  This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. For purposes of this Agreement, the term "Security Documents" means the Security Agreement, any account control agreement, any copyright, patent and trademark agreements required by the terms of the Security Agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Collateral Agent (as defined in the

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Security Agreement) to create, perfect, and continue perfected or to better perfect the Collateral Agent's security interest in and liens on all of the assets of the Company and each of its Subsidiaries, if any (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

(c)Issuance of Securities.  The issuance of the Notes are duly authorized and, upon issuance, shall be validly issued and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof.  Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.  For the purposes of Rule 144 of the 1933 Act, the Company acknowledges and agrees that (i) the holding period of the 2016 Notes may be tacked onto the holding period of the New Series A Note issued in exchange for such 2016 Notes pursuant to the 2017 Amended Exchange Agreement and (ii) the holding period of the 2016 Notes and the New Series A Notes may be tacked onto the holding period of the Exchange Notes. The Company agrees not to take a position contrary thereto or inconsistent with this Section 3(c).

(d)No Conflicts.  The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes) will not (i) result in a violation of the Company's Certificate of Incorporation or Bylaws, any memorandum of association, certificate of incorporation, certificate of formation, bylaws, any certificate of designations or other constituent documents of the Company, any capital stock of the Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the OTCQB (the "Principal Market") and including all applicable laws of the State of Delaware and any foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

(e)Consents.  Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with (other than the filing of a Form D, the Waiver and other filings as may be required by state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof.  All consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the applicable Closing Date (or in the case of the filings detailed above, will be made timely after the applicable Closing Date in accordance with the requirements of Regulation D in the case of the Form D filing, provided that the Waiver shall be obtained on or prior to the applicable Closing Date), and the Company is unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application

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or filings pursuant to the preceding sentence.  The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.  The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.  

(f)Acknowledgment Regarding the Investor's Purchase of Securities.  The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) to the knowledge of the Company, an "affiliate" of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a "beneficial owner" of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")).  The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities.  The Company further represents to the Investor that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

(g)No General Solicitation; Placement Agent's Fees.  Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.  The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions (other than for persons engaged by the Investor or its investment advisor) relating to or arising out of the transactions contemplated hereby.  The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim.  Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the sale of the Securities.

(h)No Integrated Offering.  None of the Company, any of its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation.  None of the Company, its affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.

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(i)Application of Takeover Protections; Rights Agreement.  The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.  The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

(j)Investment Company Status.  The Company is not, and upon consummation of the sale of the Securities, and for so long the Investor holds any Securities, will not be, an "investment company," a company controlled by an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended.

(k)Ranking of Notes.  No Indebtedness of the Company ranks pari passu with or is senior to the Notes in right of payment, whether with respect of payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise.

(l)Transfer Taxes.  On the applicable Closing Date, all stamp duties, stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to the Investor hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(m)Manipulation of Price.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

(n)Acknowledgement Regarding the Investor's Trading Activity.  The Company acknowledges and agrees that (i) the Investor has not been asked to agree, nor has the Investor agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or "derivative" securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) any Investor, and counter-parties in "derivative" transactions to which the Investor is a party, directly or indirectly, presently may have a "short" position in the Common Stock, and (iii) the Investor shall not be deemed to have any affiliation with or control over any arm's length counter-party in any "derivative" transaction.  The Company further understands and acknowledges that the Investor may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted.  The Company

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acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Notes or any of the documents executed in connection herewith.

(o)U.S. Real Property Holding Corporation.  The Company is not, has never been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended and the Company shall so certify upon the Investor's request.

(p)Bank Holding Company Act.  Neither the Company nor any of its affiliates is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve").  Neither the Company nor any of its affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any  entity that is subject to the BHCA and to regulation by the Federal Reserve.  Neither the Company nor any of its affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(q)No Additional Agreements.  The Company does not have any agreement or understanding with the Investor with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(r)Disclosure.  The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerning the Company, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.  The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.  All disclosure provided to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, furnished by or on behalf of the Company is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company to the Investor pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Each press release issued by the Company during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  No event or circumstance has occurred or information exists with respect to the Company or its business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly announced

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or disclosed.  The Company acknowledges and agrees that the Investor does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(s)Shell Company Status.  The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of the 1933 Act.

(t)No Disqualification Events.  With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act ("Regulation D Securities"), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.  The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.

(u)Other Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of the Investor or the Other Investors or potential purchasers in connection with the sale of any Regulation D Securities.

4.COVENANTS.

(a)Best Efforts.  Each party shall use its best efforts timely to satisfy each of the covenants and the conditions to be satisfied by it as provided in Sections 5 and 6 of this Agreement.

(b)Form D and Blue Sky.  The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Investor promptly after such filing.  The Company shall, on or before the applicable Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Investor at each Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Investor on or prior to the applicable Closing Date.  The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or "Blue Sky" laws of the states of the United States following the applicable Closing Date.  

(c)Reporting Status.  Until none of the Notes are outstanding (the "Reporting Period"), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports

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under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

(d)Use of Proceeds. The Company will use the proceeds from the sale of the Securities as described in that certain budget delivered by the Company to the Investor prior to the date hereof and approved by the Investor.

(e)Financial Information.  The Company agrees to send the following to each Investor during the Reporting Period unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system: (i) within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any Quarterly Reports on Form 10-Q, any Current Reports on Form 8‑K (or any analogous reports under the 1934 Act) and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile or e-mailed copies of all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.  

(f)Fees.  The Company shall reimburse the Investor or its designee(s) (in addition to any other expense amounts paid to the Investor or its counsel prior to the date of this Agreement) for all costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including all legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith), which amount may be withheld by the Investor from its applicable Cash Purchase Price for any Notes purchased at each Closing to the extent not previously reimbursed by the Company. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or broker's commissions (other than for Persons engaged by the Investor) relating to or arising out of the transactions contemplated hereby.  The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.  Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Investor.

(g)Pledge of Securities.  The Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities.  The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(f) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee.  The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by an Investor.

DOC ID - 26661429.16 - 15 -

(h)Disclosure of Transactions and Other Material Information.  On or before 8:30 a.m., New York City time, on the first (1st) Business Day after the date hereof, the Company shall issue a press release reasonably acceptable to the Investorand file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Waiver, the form of the Noteand the Security Documents as exhibits to such filing (including all attachments), the "8‑K Filing").  From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing.  In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Companyor any of itsrespective officers, directors, employees, affiliates or agents, on the one hand, and the Investoror any of its affiliates, on the other hand, shall terminate and be of no force or effect.  The Company shall not, and shall cause each of its Subsidiaries, if any, and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor.  If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof.  The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information.  In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents.  The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure.  To the extent that the Company delivers any material, non-public information to the Investorwithout its consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information.  Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).  Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of Investorin any filing, announcement, release or otherwise. The Company understands and confirms that the Investorwill rely on the foregoing representations in effecting transactions in the securities of the Company.

(i)Additional Notes.  So long as the Investor or any Other Investor beneficially owns any Securities, the Company will not issue any Notes other than to the Investor or any Other Investor as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes.  

(j)Corporate Existence.  So long as the Investor beneficially owns any Securities, the Company shall (i) maintain its corporate existence and (ii) not be party to any Fundamental Transaction (as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes.

(k)Conduct of Business.  The business of the Company and its Subsidiaries, if any, shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

(l)Notice of Disqualification Events. The Company will notify the Investor in writing, prior to the applicable Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

(m)Collateral Agent.

(i)The Investor hereby (a) appoints Hudson Bay Master Fund Ltd. ("Hudson Bay") as the collateral agent hereunder and under the Security Documents (in such capacity, the "Collateral Agent"), (b) acknowledges that Hudson Bay acts as collateral agent with respect to the Existing Notes and hereby waives conflicts of interests, if any, that may arise by virtue of Hudson Bay acting as collateral agent with respect to both the Notes and the Existing Notes, and (c) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on the Investor's behalf in accordance with the terms hereof and thereof.  The Collateral Agent shall not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of the Investor.  Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Investor for any action taken or omitted to be taken in connection hereof or the Security Documents except to the extent caused by its own gross negligence or willful misconduct, and each Investor agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the "Collateral Agent Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of the Collateral Agent pursuant hereto or any of the Security Documents.

DOC ID - 26661429.16 - 16 -

(ii)The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

(iii)The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the Notes.  Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment as provided below.  Upon any such notice of resignation, the holders of a majority of the outstanding principal amount of Notes shall appoint a successor Collateral Agent.  Upon the acceptance of the appointment as Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the Security Agreement.  After any Collateral Agent's resignation hereunder, the provisions of this Section 4(m) shall inure to its benefit.  If a successor Collateral Agent shall not have been so appointed within said ten (10) Business Day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as the holders of a majority of the outstanding principal amount of Notes appoints a successor Collateral Agent as provided above.

(iv)The Company hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the holders of a majority of the outstanding principal amount of Notes or the Collateral Agent (or its successor), from time to time pursuant to the terms of this Section 4(m), to secure a successor Collateral Agent satisfactory to such requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having the Company agree to indemnify any successor Collateral Agent and by each of the Company executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

(n)FAST Compliance. While any Notes are outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

(o)DIP Financing.  If (i) the Company commences a bankruptcy case (the "Chapter 11 Case") in a United States Bankruptcy Court (the "Bankruptcy Court") pursuant to chapter 11 of title 11 of the United States Code (as amended, the "Bankruptcy Code"), (ii) the terms of a debtor in possession financing loan (the "DIP Loan") are agreed upon between the Company and the Investor, and (iii) after notice and a hearing, the Bankruptcy Court enters an order acceptable to the Investor in its sole discretion authorizing the Company's entry into the DIP Loan, then the Cash Notes shall be repaid or refinanced by the DIP Loan.  Each Other Investor shall have the option of becoming a lender under the DIP Loan in an amount equal to the pro rata share of Cash Notes such Other Investor holds on the date the Company commences the Chapter 11 Case. Each of the Company and the Investor shall take such actions and execute and

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deliver such agreements, instruments, or other documents as may be required to give effect to the provisions of this Section 4(o) and as are required to consummate the DIP Loanon terms substantially mutually acceptable to the Company and the Investor.

(p)Waiver.  The Company shall not amend or waive any provision of the Waiver.

(q)Closing Documents.  On or prior to fourteen (14) calendar days after the Initial Closing Date, the Company agrees to deliver, or cause to be delivered, to the Investor and Schulte Roth & Zabel LLP a complete closing set of the executed Transaction Documents, Securities and any other documents required to be delivered to any party pursuant to Section 6 hereof or otherwise.  

5.CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

(a) Initial Closing.  The obligation of the Company hereunder to issue and sell the Initial Notes to the Investor at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:

(i)The Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(ii)The Investor shall have delivered for the Initial Notes being purchased by the Investor at the Initial Closing its Initial Cash Purchase Price to the Company (less the amounts withheld pursuant to Section 4(f)), by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iii)The Collateral Agent will have duly executed the subordination and intercreditor agreements, subordinating the obligations that the Company owes to Spring Forth Investments, LLC and the Utah Autism to the obligations of the Company to the Investor under the Transaction Documents and to the Other Investors under the Other Agreements (as defined in Section 9(p)) each of the other agreements entered into in connection with the transactions contemplated by the Other Agreements (the "Subordination Agreements").

(iv)The representations and warranties of the Investor shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Initial Closing Date.

(v)The Company shall have received waivers duly executed and delivered by the Required Holders (as defined in each of the Existing Notes) (the "Existing Required Holders") allowing the Company to enter into this Agreement and the other Transaction Documents and consummate the transactions contemplated hereby and thereby in the form attached hereto as Exhibit C (the "Waiver").

DOC ID - 26661429.16 - 18 -

(vi)The Investor shall have delivered to the Companya Forbearance Agreement, duly executed by the Investorin the form attached hereto as Exhibit D(the "Forbearance Agreement").

(b) Additional Closing.  The obligation of the Company hereunder to issue and sell the Additional Notes to the Investor at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:

(i)The Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(ii)The Investor shall have delivered for the Additional Notes being purchased by the Investor at the Additional Closing its Additional Cash Purchase Price to the Company (less the amounts withheld pursuant to Section 4(f)), by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iii)The Collateral Agent will have duly executed the Subordination Agreements, and such Subordination Agreements shall remain in full force and effect.

(iv)The representations and warranties of the Investor shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Additional Closing Date.

(v)The Company shall have received the Waiver duly executed and delivered by the Existing Required Holders, and such Waiver shall remain in full force and effect.

(vi)The Investor shall have delivered to the Company the Forbearance Agreement, duly executed by the Investor, and such Forbearance Agreement shall remain in full force and effect.

6.CONDITIONS TO THE INVESTOR'S OBLIGATION TO PURCHASE.

(a) Initial Closing.  The obligation of the Investor hereunder to purchase the Initial Notesat the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)The Company and each of its Subsidiaries, if any, shall have duly executed and delivered to the Investor each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Initial Cash Note (allocated in such principal

DOC ID - 26661429.16 - 19 -

amounts as the Investor shall request) being purchased by the Investor at the Initial Closing pursuant to this Agreement and (C) the Initial Exchange Note (allocated in such principal amounts as the Investor shall request) being purchased by the Investor at the Initial Closing pursuant to this Agreement.

(ii)The representations and warranties of the Company shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date.  

(iii)The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(iv)The Collateral Agent shall have received certified copies of request for copies of information on Form UCC‑11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens.

(v)The Collateral Agent shall have received the Security Agreement, duly executed by the Company, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement.

(vi)The Collateral Agent shall have received the Subordination Agreements, duly executed by all parties thereto.

(vii)The Company shall have received the Waiver duly executed and delivered by the Existing Required Holders.

(viii)The Company shall have delivered to the Investor the Forbearance Agreement, duly executed by the Company.

(ix)The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

(b) Additional Closing.  The obligation of the Investor hereunder to purchase the Additional Notesat the Additional Closing is subject to the satisfaction, at or before the

DOC ID - 26661429.16 - 20 -

Additional Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)The Company and each of its Subsidiaries, if any, shall have duly executed and delivered to the Investor each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Cash Note (allocated in such principal amounts as the Investor shall request) being purchased by the Investor at the Additional Closing pursuant to this Agreement and (C) the Additional Exchange Note (allocated in such principal amounts as the Investor shall request) being purchased by the Investor at the Additional Closing pursuant to this Agreement.

(ii)The representations and warranties of the Company shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date.  

(iii)The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(iv)The Collateral Agent shall have received certified copies of request for copies of information on Form UCC‑11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens.

(v)The Collateral Agent shall have received the Security Agreement, duly executed by the Company, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement.

(vi)The Collateral Agent shall have received the Subordination Agreements, duly executed by all parties thereto, and such Subordination Agreements shall remain in full force and effect.

(vii)The Company shall have received the Waiver duly executed and delivered by the Existing Required Holders, and such Waiver shall remain in full force and effect.

DOC ID - 26661429.16 - 21 -

(viii)The Company shall have delivered to the Investorthe Forbearance Agreement, duly executed by the Company, and such Forbearance Agreement shall remain in full force and effect.

(ix)The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

7.TERMINATION.  In the event that the Initial Closing shall not have occurred on or before five (5) Business Days from the date hereof due to the failure to satisfy the conditions set forth in Sections 5 and 6 above (and the affected party not waiving such unsatisfied condition(s)), the affected party shall have the option to terminate this Agreement at the close of business on such date by delivering a written notice to that effect to each other party to this Agreement and without liability of any party to any other party; provided, however, that if this Agreement is terminated pursuant to this Section 7, the Company shall remain obligated to reimburse the Investor or its designee(s), as applicable, for the expenses described in Section 4(f) above.

8.RELEASE.  In consideration of, among other things, the Investor's execution and delivery of this Agreement and consideration of the Investor's entry into the Transaction Documents, and for other good and valuable consideration the sufficiency of which is hereby acknowledged by the Company, the Company, on behalf of itself, its predecessors, successors and assigns, Subsidiaries and affiliates (collectively, "Releasors"), hereby forever (i) agrees and covenants not to sue or prosecute against any Releasee (as defined below) and (ii) conclusively, absolutely, unconditionally, irrevocably and forever releases, waives, and discharges to the fullest extent permitted by law, each Releasee from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, obligations, warranties, liabilities, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the "Claims"), of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, that such Releasor has against the Investor or would have been legally entitled to assert (whether individually or collectively) in any capacity against its affiliates, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective predecessors, successors and assigns and each and all of the officers, directors, employees, and agents, attorneys, advisors, auditors, consultants and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts whether or not now known, from the beginning of time through and including the date of this Agreement, that relate to, arise out of or otherwise are in connection with any or all of the Investor's Notes, the Investor's Existing Notes, the Security Documents, the other Transaction Documents and any other agreement entered into prior to the date hereof between the Releasor and the Releasee (collectively, the "Released Documents"), or any transactions contemplated thereby or any acts or omissions in

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connection therewith; provided, however, that the foregoing shall not release the Releasee from its express obligations under any of the Released Documents.

9.MISCELLANEOUS.

(a)Governing Law; Jurisdiction; Jury Trial.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.

(c)Headings.  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d)Severability.  If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid

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provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e)Entire Agreement; Amendments.  This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters.  Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor; provided, that the provisions of Section 4(m) cannot be amended without the additional prior written approval of the Collateral Agent or its successor.  Any amendment or waiver effected in accordance with this Section 9(e) shall be binding upon the Investor and holder of Securities and the Company.  No such amendment shall be effective to the extent that it applies to less than all of the Investor or holders of Securities.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents or holders of Notes.  The Company has not, directly or indirectly, made any agreements with the Investor relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.  Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, the Investor has not made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.

(f)Notices.  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.  The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Great Basin Scientific, Inc.

420 E. South Temple, Suite 520

Salt Lake City, UT 84111

Telephone: (801) 990-1055 ext. 112

Facsimile: (801) 990-1051

Attention: Jeff Rona

Email:jrona@gbscience.com

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With a copy to:

Snell & Wilmer L.L.P.

15 West South Temple, Suite 1200

Gateway Tower West

Salt Lake City, Utah  84101-1547

Telephone:(801) 257-1928
Facsimile:(801) 257-1800
Attention:David E. Leta, Esq.

Email:dleta@swlaw.com

With a copy (for informational purposes only) to:

Kelley Drye & Warren LLP

101 Park Avenue, 27th Floor

New York, New York 10178

Telephone:(212) 808-7540
Facsimile:(212) 808-7897
Attention:Michael Adelstein, Esq.

Email:madelstein@kelleydrye.com

If to the Transfer Agent:

American Stock Transfer and Trust Company

6201 15th Avenue

Brooklyn, NY 10219
Telephone: (972) 684-5307

Facsimile: (718) 765-8763

Attention: Kathy O'Kane

E-mail: kokanee@amstock.com

If to the Investor, to its address, facsimile number and e-mail address set forth on Schedule I attached hereto,

with a copy (for informational purposes only) to:

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York  10022
Telephone:(212) 756-2000
Facsimile:(212) 593-5955
Attention:Eleazer N. Klein, Esq.
E-mail:eleazer.klein@srz.com

or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by

DOC ID - 26661429.16 - 25 -

the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Notes.  The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes).  The Investor may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Investor hereunder with respect to such assigned rights.

(h)No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 9(k).

(i)Survival.  Unless this Agreement is terminated under Section 7, the representations and warranties of the Company and the Investor contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5, 8 and 9 shall survive each Closing.  The Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)Further Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)     Indemnification.  

(i)In consideration of the Investor's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and each other holder of the Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and

DOC ID - 26661429.16 - 26 -

disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by the Investorpursuant to Section 4(h), or (iv) the status of the Investoror holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents.  To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

(ii)Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against any indemnifying party under this Section 9(k), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnitee, the representation by such counsel of the Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding.  Legal counsel referred to in the immediately preceding sentence shall be selected by the Required Holders.  The Indemnitee shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee which relates to such action or Indemnified Liabilities.  The indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.  No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liabilities or litigation and such settlement shall not include any admission as to fault on the part of the Indemnitee.  Following indemnification as provided for hereunder, the indemnifying party shall

DOC ID - 26661429.16 - 27 -

be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.  The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 9(k), except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(iii)The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.

(iv)The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnitee against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

(l)No Strict Construction.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m)Remedies.  The Investor and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law.  Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.  Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Investor.  The Company therefore agrees that the Investor shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

(n)Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever the Investor exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Investor may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

(o)Payment Set Aside.  To the extent that the Company makes a payment or payments to the Investor hereunder or pursuant to any of the other Transaction Documents or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal

DOC ID - 26661429.16 - 28 -

law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(p)Independent Nature of the Investors' Obligations and Rights.  The obligations of the Investor under any Transaction Document are several and not joint with the obligations of any Other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any Other Investor under any Other Agreement.  Nothing contained herein or in any Other Agreement, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Investors are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  The Company acknowledges and the Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors.  The Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any Other investor to be joined as an additional party in any proceeding for such purpose. As used herein, "Other Agreement" means agreements in the form of this Agreement (other than the reimbursement of legal fees, proportional changes reflecting such Other Investors' Notes purchased thereunder and any and all provision relating to the closing(s) under such agreements) pursuant to which such Other Investors shall each purchase Notes at a closing to occur within three (3) Business Days of the Initial Closing Date.

(q)Equal Treatment Acknowledgement; Most Favored Nations.  The parties hereto herby acknowledge and agree that, in accordance with Section 9(e) of each of the 2015 SPA and the 2016 SPA, the Company is obligated to present the terms of this offering to each holder of Existing Notes; provided that each Other Agreement shall be negotiated separately with each Other Investor. The Company and the Investor hereby acknowledge and agree that by offering to the holders of Existing Notes the opportunity to participate in the purchase of Notes, the Company shall have treated all holders of the Existing Notes equally and the transactions contemplated hereby therefore shall not be deemed to disproportionately and materially adversely affect any holders of Existing Notes even if such holders of Existing Notes elect not to purchase Notes.  The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to the purchase of any Notes (each a "Purchase Document"), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Investor and this Agreement.  If, and whenever on or after the date hereof, the Company enters into a Purchase Document, then (i) the Company shall provide notice thereof to the Investor immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the Investor or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Investor shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Purchase Document, provided that upon written

DOC ID - 26661429.16 - 29 -

notice to the Company at any time the Investor may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement shall apply to the Investor as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Investor.  The provisions of this Section 9(q) shall apply similarly and equally to each Purchase Document.

[Signature Page Follows]

DOC ID - 26661429.16 - 30 -

IN WITNESS WHEREOF,the Investorand the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:
GREAT BASIN SCIENTIFIC, INC.
By:
	Name:
	Title:

DOC ID - 26661429.16

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF,the Investor and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

INVESTOR:
HUDSON BAY MASTER FUND LTD. By: Hudson Bay Capital Management LP, as its Investment Manager
By:
	Name:  Yoav Roth
	Title:  Authorized Signatory

DOC ID - 26661429.16

[Signature Page to Securities Purchase Agreement]

SCHEDULE I

(1)	(2)	(3)	(4)	(5)	(6)	(7)
Investor	Address and Facsimile Number	Aggregate Principal Amount of Initial Cash Notes	Aggregate Principal Amount of Initial Exchange Note	Initial Cash Purchase Price	Cancellation of Investor Note at the Initial Closing	Legal Representative's Address and Facsimile Number
Hudson Bay Master Fund Ltd.	777 Third Avenue, 30th Floor New York, NY 10017 Attention: Yoav Roth                   George Antonopoulos Facsimile:  646-214-7946 Telephone: 212-571-1244 Residence: Cayman Islands E-mail: investments@hudsonbaycapital.com operations@hudsonbaycapital.com	$490,011	$1,493,308.52	$490,011	$1, 493,308.52 principal amount of New Series A Notes	Schulte Roth & Zabel LLP 919 Third Avenue New York, New York  10022 Attention:  Eleazer Klein, Esq. Facsimile: (212) 593-5955 Telephone:  (212) 756-2376

DOC ID - 26661429.16

EXHIBITS

Exhibit AForm of Notes

Exhibit BForm of Security Agreement

Exhibit CForm of Waiver

Exhibit DForm of Forbearance Agreement

DOC ID - 26661429.16

EX-10.2

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

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").

WHEREAS:

A.Reference is hereby made to (a) that certain Securities Purchase Agreement, dated December 28, 2015, by and among the Company, the Investors and certain other buyers signatory thereto, pursuant to which the Investor and such other buyers acquired (i) senior secured convertible notes (the "2015 Notes") and (ii) warrants to acquire shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") (the "2015 Warrants"), (b) that certain Securities Purchase Agreement, dated June 29, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the "2016 SPA"), pursuant to which the Investor and such other buyers acquired (i) senior secured convertible notes (as amended prior to the date hereof, the "2016 Notes") and (ii) warrants to acquire shares of Common Stock (the "2016 Warrants") and (c) that certain Amended and Restated Exchange Agreement, dated November 2, 2016, by and between the Company and the Investor, pursuant to which the Company exchanged all outstanding 2015 Notes for Series F Convertible Preferred Stock, $0.001 par value (the "Existing Preferred Stock"), the terms of which are set forth in the Certificate of Designations for such series of preferred stock.  

B.Pursuant to that certain Exchange Agreement, dated April 7, 2017, by and between the Company and the Investor (the "2017 Initial Exchange Agreement"), the Company and the Investor agreed, among other things, (i) to exchange a portion of the Investor's 2016 Note for the Series B Note (as defined in the 2017 Initial Exchange Agreement), (ii) to exchange a portion of the Investor's Existing Preferred Stock (as defined in the 2017 Initial Exchange Agreement) for shares of Common Stock in the Preferred Conversion (as defined in the 2017 Initial Exchange Agreement) and (iii) subject to the satisfaction of certain conditions, to exchange the remaining 2016 Notes, 2015 Warrants, 2016 Warrants and Existing Preferred Stock, respectively, of the Investor for the Series A Note (as defined in the 2017 Initial Exchange Agreement).  

C.Pursuant to that certain Amendment and Exchange Agreement, dated April 17, 2017 (the "2017 Amended Exchange Agreement"), by and between the Company and the Investor, (i) the Company exchanged the Series B Note (as defined in the 2017 Initial Exchange Agreement) of the Investor for a New Series B Note (as defined in the 2017 Amended Exchange Agreement), (ii) in lieu of the Qualified Financing Exchange and the Adjustment Exchange (each as defined in the 2017 Initial Exchange Agreement), the Company exchanged the remaining 2016 Notes and the remaining Existing Preferred Stock for a New Series A Note (as defined in the 2017 Amended Exchange Agreement) (the New Series A Notes and the New Series B Notes issued to the Investor and the Other Investors (as defined below) pursuant to the 2017 Amended Exchange Agreement and the other Amendment and Exchange Agreements each entered into by the Company and an Other Investor on April 17, 2017, collectively, the "Existing Notes") and (iii) upon the consummation of the New Series A Exchange (as defined in the 2017 Amended Exchange

DOC ID - 26682824.6

Agreement), the 2015 Warrants and the 2016 Warrants were automatically cancelled for no additional consideration.  

D.As of the date hereof, the Investor holds $[●] in aggregate principal amount of a New Series A Note and $[●] in aggregate principal amount of a New Series B Note (collectively, "Investor Note").

E.The Company has authorized a new series of senior secured notes of the Company, in substantially the form attached hereto as Exhibit A (the "Notes").  

F.The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506(b) of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

G.The Investor wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, at the Closing (as defined below) that aggregate principal amount of Notes equal to the sum of (i) the principal amount set forth opposite the Investor's name in column (3) on Schedule I attached hereto and (ii) the principal amount set forth opposite the Investor's name in column (4) on Schedule I attached hereto.

H.The Investor acknowledges that the Company has prior to the date hereof issued and sold Notes in the aggregate principal amount of $1,983,319.52 to Hudson Bay Master Fund Ltd., an Other Investor (as defined below) ("Hudson Bay").

I.Notes issued pursuant to the Other Agreements (as defined below), if any, shall be deemed "Notes" as defined hereunder and be of the same series of, and rank pari passu with, the Notes issued pursuant to this Agreement.

J.The Notes will rank senior to all outstanding and future indebtedness of the Company and its Subsidiaries (as defined below), including, without limitation, any Existing Notes, and will be secured, except to the extent permitted by the terms hereof or in the Transaction Documents, by a first priority perfected security interest (subject to Permitted Liens under and as defined in the Notes) in all of the Collateral (as defined in the Security Documents) of the Company and all direct and indirect Subsidiaries of the Company, formed in the future, as evidenced by a pledge and security agreement, substantially in the form attached hereto as Exhibit B, (as amended or modified from time to time in accordance with its terms, the "Security Agreement").

K.The Notes are also referred to herein as the "Securities".

NOW, THEREFORE, the Company and the Investor hereby agree as follows:

1.PURCHASE AND SALE OF NOTES.

(a)Purchase of Notes.  Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, (x) the Company shall issue and sell to the Investor, and the Investor agrees to purchase from the Company on the Closing Date (as defined below), a principal

DOC ID - 26682824.6 - 2 -

amount of Notes as is set forth opposite the Investor's name in column (3) of Schedule I attached hereto, represented by Certificate No. New 2017 – Cash [●](the "Cash Note") and (y)the Company shall exchange theprincipal amount and accrued interest of the Investor Noteset forth opposite the Investor's name in column (6) of Schedule I attached hereto fora principal amount of Notes as is set forth opposite the Investor's name in column (4) of Schedule I attached hereto, represented by Certificate No. New 2017 – Exchange [●](the "Exchange Note") (collectively, the "Closing").

(b)Purchase Price.  The aggregate purchase price for the Cash Notes, to be purchased by the Investor at the Closing (the "Cash Purchase Price") shall be the amount set forth opposite the Investor's name in column (5) of Schedule I attached hereto.  The aggregate purchase price for the Exchange Note, to be purchased by the Investor at the Closing shall be the cancellation of the principal amount and accrued interest of the Investor Note set forth opposite the Investor's name in column (6) of Schedule I attached hereto.    

(c)Closing Date.  The date and time of the Closing (the " Closing Date") shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Investor) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 5 and 6 below, at the offices of the Company.

(d)Form of Payment.  On the Closing Date, (i) the Investor shall pay for the Cash Notes to be issued and sold to the Investor at the Closing by paying the Cash Purchase Price to the Company by wire transfer of immediately available funds in accordance with the Company's written wire instructions and the principal amount and accrued interest of the Investor Note set forth opposite the Investor's name in column (6) of Schedule I attached hereto shall be deemed cancelled and (ii) the Company shall deliver to the Investor the Cash Note and the Exchange Note (each, allocated in the principal amounts as the Investor shall request) which the Investor is then purchasing hereunder, in each case duly executed on behalf of the Company and registered in the name of the Investor or its designee.  

(e)Same Series of Notes.  The Investor acknowledges that the Company has prior to the date hereof issued and sold Notes in the aggregate principal amount of $1,983,319.52 to Hudson Bay. The parties hereto acknowledge and agree that such Notes issued to Hudson Bay and the Notes issued pursuant to the other Other Agreements, if any, shall be deemed "Notes" as defined hereunder and be of the same series of, and rank pari passu with, the Notes issued pursuant to this Agreement.

2.INVESTOR'S REPRESENTATIONS AND WARRANTIES.  The Investor, severally and not jointly, represents and warrants with respect to only itself as of the date hereof and as of the Closing Date (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) that:

(a)No Public Sale or Distribution.  The Investor is acquiring the Notes for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, the Investor does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the

DOC ID - 26682824.6 - 3 -

Securities at any time in accordance with or pursuant to registration under the 1933 Act or an available exemption from such registration requirements and in each case in accordance with any applicable state securities laws.  The Investor is acquiring the Securities hereunder in the ordinary course of its business.  The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of theSecurities.  For purposes of this Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any government or any department or agency thereof.

(b)Accredited Investor Status.  The Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

(c)Reliance on Exemptions.  The Investor understands that the Securities have not been registered under the 1933 Act or any applicable state securities laws and are being offered and sold to it in reliance on the exemptions from registration under the 1933 Act provided by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D under the 1933 Act and pursuant to similar exemption from any applicable state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

(d)Information.  The Investor and its advisors, if any, have had access to the Company's SEC filings filed electronically on EDGAR and available at www.sec.gov and has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by the Investor.  The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company.  Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor's right to rely on the Company's representations and warranties contained herein.  The Investor understands that its investment in the Securities involves a high degree of risk.  The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(e)No Governmental Review.  The Investor understands that no United States federal or state agency or any other government or governmental agency, including but not limited to the SEC, has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)Transfer or Resale.  The Investor understands that:  (i) the Cash Notes have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred, directly or indirectly, unless (A) subsequently registered thereunder, (B) such sale, offer, assignment or transfer is to the Company, (C) the sale, offer, assignment or transfer is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in accordance with any applicable state securities laws provided that the Investor has furnished to

DOC ID - 26682824.6 - 4 -

the Company reasonable assurances, in form and substance reasonably satisfactory to the Company, that registration is not required under the 1933 Act or (D) such sale, offer, assignment or transfer is pursuant to a transaction that does not require registration under the 1933 Act or any applicable state securities laws provided that the Investor has furnished to the Company an opinion of counsel of recognized standing selected by the Investor, in form and substance reasonably satisfactory to the Company, that registration is not required under the 1933 Act; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not available, any resale of the Cash Notes under circumstances in which the seller (or the Person) through whom the sale is made may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Cash Notes under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.  Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Investor effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(f).

(g)Legends.  The Investor understands that the certificates or other instruments representing the Cash Notes until the six (6) months after the Closing Date, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates) (the "Private Placement Legend"):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY REASONABLE ASSURANCES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE

DOC ID - 26682824.6 - 5 -

REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING SELECTED BY THE HOLDER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

In addition, the Investor understands that the certificates or other instruments representing the Securities shall bear a legend in substantially the following:

PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE DIRECTOR OF FINANCE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).  THE DIRECTOR OF FINANCE OF THE COMPANY MAY BE REACHED AT TELEPHONE NUMBER (801) 990-1055.

The Private Placement Legend set forth above shall be removed and/or the Company shall issue a certificate without such legend to the holder of the Cash Notes upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if (i) such Cash Notes are registered for resale by the holder under the 1933 Act, or (ii) the Cash Notes are sold, assigned or transferred pursuant to Rule 144, or can be sold, assigned or transferred pursuant to Rule 144 without the requirement to be in compliance with Rule 144(c)(i), and such holder provides the Company with reasonable assurances, in form and substance reasonably satisfactory to the Company, to the effect that such sale, assignment or transfer of the Cash Notes may be made without registration under the applicable requirements of the 1933 Act.  The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.  For the avoidance of doubt, the Exchange Notes shall not bear the Private Placement Legend or any other restrictive legend and shall be freely tradable by the Investor.

(h)Validity; Enforcement.  This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

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(i)No Conflicts.  The execution, delivery and performance by the Investorof this Agreement and the consummation by the Investorof the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Investoror (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investoris a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investorto perform its obligations hereunder.

(j)Residency.  The Investor is a resident of that jurisdiction specified below its address on Schedule I attached hereto.

3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Investor as of the date hereof and as of the Closing Date (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) that:

(a)Organization and Qualification.  The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the jurisdiction in which it is formed, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted.  The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.  As used in this Agreement, "Material Adverse Effect" means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the transactions contemplated hereby or on the other Transaction Documents (as defined below) or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.  The Company has no "Subsidiaries" (which for purposes of this Agreement means any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity or similar interest).

(b)Authorization; Enforcement; Validity.  The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof.  The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, have been duly authorized

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by the unanimous consent of all members of the Company's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 5(v))and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders.  This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. For purposes of this Agreement, the term "Security Documents" means the Security Agreement, any account control agreement, any copyright, patent and trademark agreements required by the terms of the Security Agreement,any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Collateral Agent (as defined in the Security Agreement) to create, perfect, and continue perfected or to better perfect the Collateral Agent's security interest in and liens on all of the assets of the Company and each of its Subsidiaries, if any (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

(c)Issuance of Securities.  The issuance of the Notes are duly authorized and, upon issuance, shall be validly issued and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof.  Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.  For the purposes of Rule 144 of the 1933 Act, the Company acknowledges and agrees that (i) the holding period of the 2016 Notes may be tacked onto the holding period of the New Series A Note issued in exchange for such 2016 Notes pursuant to the 2017 Amended Exchange Agreement and (ii) the holding period of the 2016 Notes and the New Series A Notes may be tacked onto the holding period of the Exchange Notes. The Company agrees not to take a position contrary thereto or inconsistent with this Section 3(c).

(d)No Conflicts.  The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes) will not (i) result in a violation of the Company's Certificate of Incorporation or Bylaws, any memorandum of association, certificate of incorporation, certificate of formation, bylaws, any certificate of designations or other constituent documents of the Company, any capital stock of the Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the OTCQB (the "Principal Market") and including all applicable laws of the State of Delaware and any foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

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(e)Consents.  Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with (other than the filing of a Form D, the Waiver and other filings as may be required by state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof.  All consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of the filings detailed above, will be made timely after the Closing Date in accordance with the requirements of Regulation D in the case of the Form D filing, provided that the Waivershall be obtained on or prior to the Closing Date), and the Company is unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence.  The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.  The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.  

(f)Acknowledgment Regarding the Investor's Purchase of Securities.  The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) to the knowledge of the Company, an "affiliate" of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a "beneficial owner" of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")).  The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities.  The Company further represents to the Investor that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

(g)No General Solicitation; Placement Agent's Fees.  Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.  The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions (other than for persons engaged by the Investor or its investment advisor) relating to or arising out of the transactions contemplated hereby.  The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim.  Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the sale of the Securities.

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(h)No Integrated Offering.  None of the Company, any of its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation.  None of the Company, its affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.

(i)Application of Takeover Protections; Rights Agreement.  The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.  The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

(j)Investment Company Status.  The Company is not, and upon consummation of the sale of the Securities, and for so long the Investor holds any Securities, will not be, an "investment company," a company controlled by an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended.

(k)Ranking of Notes.  No Indebtedness of the Company ranks pari passu with or is senior to the Notes in right of payment, whether with respect of payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise.

(l)Transfer Taxes.  On the Closing Date, all stamp duties, stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to the Investor hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(m)Manipulation of Price.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

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(n)Acknowledgement Regarding the Investor's Trading Activity.  The Company acknowledges and agrees that (i) the Investor has not been asked to agree, nor has the Investor agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or "derivative" securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) any Investor, and counter-parties in "derivative" transactions to which the Investor is a party, directly or indirectly, presently may have a "short" position in the Common Stock, and (iii) the Investor shall not be deemed to have any affiliation with or control over any arm's length counter-party in any "derivative" transaction.  The Company further understands and acknowledges that the Investor may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders'equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted.  The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Notes or any of the documents executed in connection herewith.

(o)U.S. Real Property Holding Corporation.  The Company is not, has never been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended and the Company shall so certify upon the Investor's request.

(p)Bank Holding Company Act.  Neither the Company nor any of its affiliates is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve").  Neither the Company nor any of its affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any  entity that is subject to the BHCA and to regulation by the Federal Reserve.  Neither the Company nor any of its affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(q)No Additional Agreements.  The Company does not have any agreement or understanding with the Investor with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(r)Disclosure.  The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerning the Company, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.  The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.  All disclosure provided to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, furnished by or on behalf of the Company is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company to the Investor pursuant to or in connection with this Agreement and the other

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Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Each press release issued by the Company during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  No event or circumstance has occurred or information exists with respect to the Company or its business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly announced or disclosed.  The Company acknowledges and agrees that the Investor does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(s)Shell Company Status.  The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of the 1933 Act.

(t)No Disqualification Events.  With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act ("Regulation D Securities"), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.  The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.

(u)Other Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of the Investor or the Other Investors or potential purchasers in connection with the sale of any Regulation D Securities.

4.COVENANTS.

(a)Best Efforts.  Each party shall use its best efforts timely to satisfy each of the covenants and the conditions to be satisfied by it as provided in Sections 5 and 6 of this Agreement.

(b)Form D and Blue Sky.  The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Investor promptly after such filing.  The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to

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qualify the Securities for sale to the Investor at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Investoron or prior to the Closing Date.  The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or "Blue Sky" laws of the states of the United States following the Closing Date.  

(c)Reporting Status.  Until none of the Notes are outstanding (the "Reporting Period"), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

(d)Use of Proceeds. The Company will use the proceeds from the sale of the Securities as described in that certain budget delivered by the Company to the Investor prior to the date hereof and approved by the Investor.

(e)Financial Information.  The Company agrees to send the following to each Investor during the Reporting Period unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system: (i) within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any Quarterly Reports on Form 10-Q, any Current Reports on Form 8‑K (or any analogous reports under the 1934 Act) and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile or e-mailed copies of all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.  

(f)Fees.  The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or broker's commissions (other than for Persons engaged by the Investor) relating to or arising out of the transactions contemplated hereby.  The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.  Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Investor.

(g)Pledge of Securities.  The Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities.  The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(f) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee.  The Company hereby

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agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by an Investor.

(h)Disclosure of Transactions and Other Material Information.  On or before 8:30 a.m., New York City time, on the first (1^st) Business Day after the date hereof, the Company shall issue a press release reasonably acceptable to the Investor and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents, in each case, to the extent not publicly disclosed prior to the date hereof (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Waiver, the form of the Note and the Security Documents as exhibits to such filing (including all attachments), the "8‑K Filing").  From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing.  In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no force or effect.  The Company shall not, and shall cause each of its Subsidiaries, if any, and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor.  If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof.  The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information.  In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents.  The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure.  To the extent that the Company delivers any material, non-public information to the Investor without its consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information.  Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the

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Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).  Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of Investorin any filing, announcement, release or otherwise. The Company understands and confirms that the Investorwill rely on the foregoing representations in effecting transactions in the securities of the Company.

(i)Additional Notes.  So long as the Investor or any Other Investor beneficially owns any Securities, the Company will not issue any Notes other than to the Investor or any Other Investor as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes.  

(j)Corporate Existence.  So long as the Investor beneficially owns any Securities, the Company shall (i) maintain its corporate existence and (ii) not be party to any Fundamental Transaction (as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes.

(k)Conduct of Business.  The business of the Company and its Subsidiaries, if any, shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

(l)Notice of Disqualification Events. The Company will notify the Investor in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

(m)Collateral Agent.

(i)The Investor hereby (a) appoints Hudson Bay as the collateral agent hereunder and under the Security Documents (in such capacity, the "Collateral Agent"), (b) acknowledges that Hudson Bay acts as collateral agent with respect to the Existing Notes and hereby waives conflicts of interests, if any, that may arise by virtue of Hudson Bay acting as collateral agent with respect to both the Notes and the Existing Notes, and (c) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on the Investor's behalf in accordance with the terms hereof and thereof.  The Collateral Agent shall not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of the Investor.  Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Investor for any action taken or omitted to be taken in connection hereof or the Security Documents except to the extent caused by its own gross negligence or willful misconduct, and each Investor agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the "Collateral Agent Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with

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the performance by such Collateral Agent Indemnitee of the duties and obligations of the Collateral Agent pursuant hereto or any of the Security Documents.

(ii)The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

(iii)The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the Notes.  Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment as provided below.  Upon any such notice of resignation, the holders of a majority of the outstanding principal amount of Notes shall appoint a successor Collateral Agent.  Upon the acceptance of the appointment as Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the Security Agreement.  After any Collateral Agent's resignation hereunder, the provisions of this Section 4(m) shall inure to its benefit.  If a successor Collateral Agent shall not have been so appointed within said ten (10) Business Day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as the holders of a majority of the outstanding principal amount of Notes appoints a successor Collateral Agent as provided above.

(iv)The Company hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the holders of a majority of the outstanding principal amount of Notes or the Collateral Agent (or its successor), from time to time pursuant to the terms of this Section 4(m), to secure a successor Collateral Agent satisfactory to such requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having the Company agree to indemnify any successor Collateral Agent and by each of the Company executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

(n)FAST Compliance. While any Notes are outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

(o)DIP Financing.  If (i) the Company commences a bankruptcy case (the "Chapter 11 Case") in a United States Bankruptcy Court (the "Bankruptcy Court") pursuant to chapter 11 of title 11 of the United States Code (as amended, the "Bankruptcy Code"), (ii) the terms of a debtor in possession financing loan (the "DIP Loan") are agreed upon between the Company and the Investor, and (iii) after notice and a hearing, the Bankruptcy Court enters an order acceptable to the Investor in its sole discretion authorizing the Company's entry into the DIP Loan, then the Cash Notes shall be repaid or refinanced by the DIP Loan.  Each Other

DOC ID - 26682824.6 - 16 -

Investor shall have the option of becoming a lender under the DIP Loan in an amount equal to the pro rata share of Cash Notes such Other Investor holds on the date the Company commences the Chapter 11 Case. Each of the Company and the Investor shall take such actions and execute and deliver such agreements, instruments, or other documents as may be required to give effect to the provisions of this Section 4(o) and as are required to consummate the DIP Loanon terms substantially mutually acceptable to the Company and the Investor.

(p)Waiver.  The Company shall not amend or waive any provision of the Waiver.

(q)Closing Documents.  On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to the Investor a complete closing set of the executed Transaction Documents, Securities and any other documents required to be delivered to any party pursuant to Section 6 hereof or otherwise.  

5.CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

Closing.  The obligation of the Company hereunder to issue and sell the Notes to the Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:

(i)The Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(ii)The Investor shall have delivered for the Notes being purchased by the Investor at the Closing its Cash Purchase Price to the Company by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iii)The Collateral Agent will have duly executed the subordination and intercreditor agreements, subordinating the obligations that the Company owes to Spring Forth Investments, LLC and the Utah Autism to the obligations of the Company to the Investor under the Transaction Documents and to the Other Investors under the Other Agreements (as defined in Section 9(p)) each of the other agreements entered into in connection with the transactions contemplated by the Other Agreements (the "Subordination Agreements").

(iv)The representations and warranties of the Investor shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Closing Date.

(v)The Company shall have received waivers duly executed and delivered by the Required Holders (as defined in each of the Existing Notes) (the "Existing Required Holders") allowing the Company to enter into this Agreement and the other

DOC ID - 26682824.6 - 17 -

Transaction Documents and consummate the transactions contemplated hereby and thereby in the form attached hereto as Exhibit C(the "Waiver").

(vi)The Investor shall have delivered to the Company a Forbearance Agreement, duly executed by the Investor in the form attached hereto as Exhibit D (the "Forbearance Agreement").

6.CONDITIONS TO THE INVESTOR'S OBLIGATION TO PURCHASE.

(a) Closing.  The obligation of the Investor hereunder to purchase the Notesat the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)The Company and each of its Subsidiaries, if any, shall have duly executed and delivered to the Investor each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Cash Note (allocated in such principal amounts as the Investor shall request) being purchased by the Investor at the Closing pursuant to this Agreement and (C) the Exchange Note (allocated in such principal amounts as the Investor shall request) being purchased by the Investor at the Closing pursuant to this Agreement.

(ii)The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date.  

(iii)The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(iv)The Collateral Agent shall have received certified copies of request for copies of information on Form UCC‑11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens.

(v)The Collateral Agent shall have received the Security Agreement, duly executed by the Company, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other

DOC ID - 26682824.6 - 18 -

proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement.

(vi)The Collateral Agent shall have received the Subordination Agreements, duly executed by all parties thereto.

(vii)The Company shall have received the Waiver duly executed and delivered by the Existing Required Holders.

(viii)The Company shall have delivered to the Investor the Forbearance Agreement, duly executed by the Company.

(ix)The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

7.TERMINATION.  In the event that the Closing shall not have occurred on or before five (5) Business Days from the date hereof due to the failure to satisfy the conditions set forth in Sections 5 and 6 above (and the affected party not waiving such unsatisfied condition(s)), the affected party shall have the option to terminate this Agreement at the close of business on such date by delivering a written notice to that effect to each other party to this Agreement and without liability of any party to any other party; provided, however, that if this Agreement is terminated pursuant to this Section 7, the Company shall remain obligated to reimburse the Investor or its designee(s), as applicable, for the expenses described in Section 4(f) above.

8.RELEASE.  In consideration of, among other things, the Investor's execution and delivery of this Agreement and consideration of the Investor's entry into the Transaction Documents, and for other good and valuable consideration the sufficiency of which is hereby acknowledged by the Company, the Company, on behalf of itself, its predecessors, successors and assigns, Subsidiaries and affiliates (collectively, "Releasors"), hereby forever (i) agrees and covenants not to sue or prosecute against any Releasee (as defined below) and (ii) conclusively, absolutely, unconditionally, irrevocably and forever releases, waives, and discharges to the fullest extent permitted by law, each Releasee from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, obligations, warranties, liabilities, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the "Claims"), of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, that such Releasor has against the Investor or would have been legally entitled to assert (whether individually or collectively) in any capacity against its affiliates, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective predecessors, successors and assigns and each and all of the officers, directors, employees, and agents, attorneys, advisors, auditors, consultants and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts whether or not now known, from the beginning of time through and including the date of this Agreement, that relate to, arise out of or otherwise are in connection with any or all of the Investor's Notes, the Investor's Existing Notes, the Security Documents, the other Transaction Documents and any other

DOC ID - 26682824.6 - 19 -

agreement entered into prior to the date hereof between the Releasor and the Releasee (collectively, the "Released Documents"), or any transactions contemplated thereby or any acts or omissions in connection therewith; provided, however, that the foregoing shall not release the Releasee from its express obligations under any of the Released Documents.

9.MISCELLANEOUS.

(a)Governing Law; Jurisdiction; Jury Trial.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.

(c)Headings.  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d)Severability.  If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of

DOC ID - 26682824.6 - 20 -

the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e)Entire Agreement; Amendments.  This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters.  Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor; provided, that the provisions of Section 4(m) cannot be amended without the additional prior written approval of the Collateral Agent or its successor.  Any amendment or waiver effected in accordance with this Section 9(e) shall be binding upon the Investor and holder of Securities and the Company.  No such amendment shall be effective to the extent that it applies to less than all of the Investor or holders of Securities.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents or holders of Notes.  The Company has not, directly or indirectly, made any agreements with the Investor relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.  Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, the Investor has not made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.

(f)Notices.  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.  The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Great Basin Scientific, Inc.

420 E. South Temple, Suite 520

Salt Lake City, UT 84111

Telephone: (801) 990-1055 ext. 112

Facsimile: (801) 990-1051

Attention: Jeff Rona

Email:jrona@gbscience.com

DOC ID - 26682824.6 - 21 -

With a copy to:

Snell & Wilmer L.L.P.

15 West South Temple, Suite 1200

Gateway Tower West

Salt Lake City, Utah  84101-1547

Telephone:(801) 257-1928
Facsimile:(801) 257-1800
Attention:David E. Leta, Esq.

Email:dleta@swlaw.com

With a copy (for informational purposes only) to:

Kelley Drye & Warren LLP

101 Park Avenue, 27th Floor

New York, New York 10178

Telephone:(212) 808-7540
Facsimile:(212) 808-7897
Attention:Michael Adelstein, Esq.

Email:madelstein@kelleydrye.com

If to the Transfer Agent:

American Stock Transfer and Trust Company

6201 15th Avenue

Brooklyn, NY 10219
Telephone: (972) 684-5307

Facsimile: (718) 765-8763

Attention: Kathy O'Kane

E-mail: kokanee@amstock.com

If to the Investor, to its address, facsimile number and e-mail address set forth on Schedule I attached hereto, with a copy (for informational purposes only) to the counsel forth opposite the Investor's name in column (7) on Schedule I attached hereto;

or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

DOC ID - 26682824.6 - 22 -

(g)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Notes.  The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes).  The Investor may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Investor hereunder with respect to such assigned rights.

(h)No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 9(k).

(i)Survival.  Unless this Agreement is terminated under Section 7, the representations and warranties of the Company and the Investor contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5, 8 and 9 shall survive the Closing.  The Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)Further Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)     Indemnification.  

(i)In consideration of the Investor's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and each other holder of the Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these

DOC ID - 26682824.6 - 23 -

purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by the Investorpursuant to Section 4(h), or (iv) the status of the Investoror holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents.  To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

(ii)Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against any indemnifying party under this Section 9(k), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnitee, the representation by such counsel of the Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding.  Legal counsel referred to in the immediately preceding sentence shall be selected by the Required Holders.  The Indemnitee shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee which relates to such action or Indemnified Liabilities.  The indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.  No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liabilities or litigation and such settlement shall not include any admission as to fault on the part of the Indemnitee.  Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.  The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 9(k), except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

DOC ID - 26682824.6 - 24 -

(iii)The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.

(iv)The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnitee against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

(l)No Strict Construction.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m)Remedies.  The Investor and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law.  Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.  Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Investor.  The Company therefore agrees that the Investor shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

(n)Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever the Investor exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Investor may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

(o)Payment Set Aside.  To the extent that the Company makes a payment or payments to the Investor hereunder or pursuant to any of the other Transaction Documents or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(p)Independent Nature of the Investors' Obligations and Rights.  The obligations of the Investor under any Transaction Document are several and not joint with the

DOC ID - 26682824.6 - 25 -

obligations of any Other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any Other Investor under any Other Agreement.  Nothing contained herein or in any Other Agreement, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Investors are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  The Company acknowledges and the Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors.  The Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any Other investor to be joined as an additional party in any proceeding for such purpose. As used herein, "Other Agreement" means agreements in the form of this Agreement (other than the reimbursement of legal fees, proportional changes reflecting such Other Investors' Notes purchased thereunder and any and all provision relating to the closing(s) under such agreements) pursuant to which Hudson Bay has purchased Notes prior the date hereto and other Other Investors shall purchaseNotes ata closing to occur simultaneously with the Closing Date hereunder.

(q)Equal Treatment Acknowledgement; Most Favored Nations.  The parties hereto herby acknowledge and agree that, in accordance with Section 9(e) of each of the 2015 SPA and the 2016 SPA, the Company is obligated to present the terms of this offering to each holder of Existing Notes; provided that each Other Agreement shall be negotiated separately with each Other Investor. The Company and the Investor hereby acknowledge and agree that by offering to the holders of Existing Notes the opportunity to participate in the purchase of Notes, the Company shall have treated all holders of the Existing Notes equally and the transactions contemplated hereby therefore shall not be deemed to disproportionately and materially adversely affect any holders of Existing Notes even if such holders of Existing Notes elect not to purchase Notes.  The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to the purchase of any Notes (each a "Purchase Document"), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Investor and this Agreement.  If, and whenever on or after the date hereof, the Company enters into a Purchase Document, then (i) the Company shall provide notice thereof to the Investor immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the Investor or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Investor shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Purchase Document, provided that upon written notice to the Company at any time the Investor may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement shall apply to the Investor as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Investor.  The provisions of this Section 9(q) shall apply similarly and equally to each Purchase Document.

DOC ID - 26682824.6 - 26 -

[Signature Page Follows]

DOC ID - 26682824.6 - 27 -

IN WITNESS WHEREOF,the Investorand the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:
GREAT BASIN SCIENTIFIC, INC.
By:
	Name:
	Title:

DOC ID - 26682824.6

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF,the Investor and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

INVESTOR:
[●]
By:
	Name:
	Title:

DOC ID - 26682824.6

[Signature Page to Securities Purchase Agreement]

SCHEDULE I

(1)	(2)	(3)	(4)	(5)	(6)	(7)
Investor	Address and Facsimile Number	Aggregate Principal Amount of Cash Notes	Aggregate Principal Amount of Exchange Note	Cash Purchase Price	Cancellation of Investor Note at the Closing	Legal Representative's Address and Facsimile Number
[●]	[address] Attention: [●] Facsimile:  [●] Telephone: [●] Residence: [●] E-mail: [●]	$[●]	$[●]	$[●]	$[●] principal amount of New Series A Notes and/or $[●] principal amount of New Series B Notes

DOC ID - 26682824.6

EXHIBITS

Exhibit AForm of Notes

Exhibit BForm of Security Agreement

Exhibit CForm of Waiver

Exhibit DForm of Forbearance Agreement

DOC ID - 26682824.6

EX-10.3

Exhibit 10.3

PLEDGE AND SECURITY AGREEMENT

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").

W I T N E S S E T H:

WHEREAS, the Company and each party listed as an investor on the schedule (each an "Investor" and collectively, the "Investors") attached to the Securities Purchase Agreements (as such schedule may be amended, restated or otherwise modified from time to time) are parties to the Securities Purchase Agreements, pursuant to which the Company shall be required to sell, and the Investors shall purchase or have the right to purchase, the "Notes" (as defined in the Securities Purchase Agreements);

WHEREAS, it is a condition precedent to the Investors consummating the transactions contemplated by the Securities Purchase Agreements that the Grantors execute and deliver to the Collateral Agent this Agreement providing for the grant to the Collateral Agent for the benefit of the Holders (as defined below) of a security interest in all personal property of the Grantors to secure all of the Company's obligations under the Securities Purchase Agreements and the "Notes" (as defined therein) issued pursuant thereto (as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the "Notes") and the other Transaction Documents (as defined in the Securities Purchase Agreements);

WHEREAS, the Grantors (i) are mutually dependent on each other in the conduct of their respective businesses as an integrated operation, with the credit needed from time to time by one often being provided through financing obtained by the other Grantors and the ability to obtain such financing being dependent on the successful operations of the Grantors and (ii) will receive a mutual benefit from the proceeds received by the Company in respect of the issuance of the Notes; and

WHEREAS, each Grantor has determined that the execution, delivery and performance of this Agreement directly benefits, and are in the best interest of the Company and such Grantor.  

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Holders (as defined below) to perform under the Securities Purchase Agreements, each Grantor agrees with the Collateral Agent, for the benefit of the Holders (as defined below), as follows:

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Section 1.Definitions.

(a)Reference is hereby made to the Securities Purchase Agreements and the Notes for a statement of the terms thereof.  All terms used in this Agreement and the recitals hereto which are defined in the Securities Purchase Agreements, the Notes or in Articles 8 or 9 of the Uniform Commercial Code (the "Code") as in effect from time to time in the State of New York, and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms used herein which are defined in the Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Collateral Agent may otherwise determine.  

(b)The following terms shall have the respective meanings provided for in the Code:  "Accounts", "Cash Proceeds", "Chattel Paper", "Commercial Tort Claim", "Commodity Account", "Commodity Contracts", "Deposit Account", "Documents", "Equipment", "Fixtures", "General Intangibles", "Goods", "Instruments", "Inventory", "Investment Property", "Letter-of-Credit Rights", "Noncash Proceeds", "Payment Intangibles", "Proceeds", "Promissory Notes", "Security", "Record", "Security Account", "Software", and "Supporting Obligations".

(c)As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

"Collateral" shall have the meaning set forth in Section 2 hereof.

"Copyright Licenses" means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to use or sell any works covered by any copyright (including, without limitation, all Copyright Licenses set forth in Schedule II hereto).

"Copyrights" means all domestic and foreign copyrights, whether registered or not, including, without limitation, all copyright rights throughout the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship fixed in any tangible medium of expression, acquired or used by any Grantor (including, without limitation, all copyrights described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.

"Event of Default" means (i) any defined event of default under any one or more of the Transaction Documents, in each instance, after giving effect to any notice, grace, or cure periods provided for in the applicable Transaction Document, (ii) the failure by the Company to pay any amounts when due under the Notes or any other Transaction Document, or (iii) the breach of any representation, warranty or covenant by any Grantor under this Agreement.

"Existing Issuer" has the meaning specified therefor in the definition of the term "Pledged Shares".

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"Guaranty" means, individually and collectively, one or more guaranty agreementsmade bya Grantor in favor of the Holders and the Collateral Agent, in form and substance satisfactory to the Collateral Agent, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

"Holder" means each holder of any of the Securities (as defined in the Securities Purchase Agreements), together with their respective successors and assigns.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

"Intellectual Property" means the Copyrights, Trademarks and Patents.

"Licenses" means the Copyright Licenses, the Trademark Licenses and the Patent Licenses.

"Lien" means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

"Obligations" shall have the meaning set forth in Section 3 hereof.

"Patent Licenses" means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Schedule II hereto).

"Patents" means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general intangibles of like nature, of any Grantor, now existing or hereafter acquired (including, without limitation, all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how and formulae described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office, or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.

"Permitted Liens" shall have the meaning set forth in the Notes.

"Pledged Debt" means the indebtedness described in Schedule VII hereto and all indebtedness from time to time owned or acquired by a Grantor, the promissory notes and other

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Instruments evidencing any or all of such indebtedness, and all interest, cash, Instruments, Investment Property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts, notes, debentures, bonds, promissory notes or other evidences of indebtedness and all other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness.

"Pledged Interests" means, collectively, (a) the Pledged Debt, (b) the Pledged Shares and (c) all security entitlements in any and all of the foregoing.

"Pledged Issuer" has the meaning specified therefor in the definition of the term "Pledged Shares".

"Pledged Shares" means (a) the shares of capital stock or other equity interests described in Schedule VIII hereto, whether or not evidenced or represented by any stock certificate, certificated security or other Instrument, issued by the Persons described in such Schedule VIII (the "Existing Issuers"), (b) the shares of capital stock or other equity interests at any time and from time to time acquired by a Grantor of any and all Persons now or hereafter existing (such Persons, together with the Existing Issuers, being hereinafter referred to collectively as the "Pledged Issuers" and each individually as a "Pledged Issuer"), whether or not evidenced or represented by any stock certificate, certificated security or other Instrument, and (c) the certificates representing such shares of capital stock, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, Instruments, Investment Property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts, notes, debentures, bonds, promissory notes or other evidences of indebtedness and all other property (including, without limitation, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such capital stock.

"Trademark Licenses" means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such trademark licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or hereafter owned by any Grantor and now or hereafter covered by such licenses (including, without limitation, all Trademark Licenses described in Schedule II hereto).

"Trademarks" means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a's, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles of like nature, now or hereafter owned, adopted, acquired or used by any Grantor (including, without limitation, all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a's, Internet domain names, trade styles, designs, logos and other source or business identifiers described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized

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by such marks and all customer lists, formulae and other Records of any Grantor relating to the distribution of products and services in connection with which any of such marks are used.

Section 2.Grant of Security Interest.  As collateral security for all of the Obligations, each Grantor hereby pledges and assigns to the Collateral Agent for the benefit of the Holders, and grants to the Collateral Agent for the benefit of the Holders a continuing security interest in, all personal property of such Grantor, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind and description, tangible or intangible (collectively, the "Collateral"), including, without limitation, the following:

(a)all Accounts;

(b)all Chattel Paper (whether tangible or electronic);

(c)the Commercial Tort Claims specified on Schedule VI hereto;

(d)all Deposit Accounts (including, without limitation, all cash, and all other property from time to time deposited therein and the monies and property in the possession or under the control of the Collateral Agent or a Holder or any affiliate, representative, agent or correspondent of the Collateral Agent or a Holder;

(e)all Documents;

(f)all Equipment;

(g)all Fixtures;

(h)all General Intangibles (including, without limitation, all Payment Intangibles);

(i)all Goods;

(j)all Instruments (including, without limitation, Promissory Notes and each certificated Security);

(k)all Inventory;

(l)all Investment Property;

(m)all Copyrights, Patents and Trademarks, and all Licenses;

(n)all Letter-of-Credit Rights;

(o)all Supporting Obligations;

(p)all Pledged Interests;

(q)all other tangible and intangible personal property of such Grantor (whether or not subject to the Code), including, without limitation, all bank and other accounts and all cash

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and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of such Grantor described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, desks, cards, Software, data and computer programs in the possession or under the control of such Grantor or any other Person from time to time acting for such Grantor that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 2 or are otherwise necessary or helpful in the collection or realization thereof; and

(r)all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;

in each case, howsoever such Grantor's interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).

Section 3.Security for Obligations.  The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether now existing or hereafter incurred (collectively, the "Obligations"):

(a)the prompt payment by each Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreements, the Notes, the Guaranty and the other Transaction Documents, including, without limitation, (A) all principal of and interest on the Notes (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding), (B) all amounts from time to time owing by such Grantor under the Guaranty, and (C) all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents; and

(b)the due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents for so long as the Notes are outstanding.

Section 4.Representations and Warranties.  Each Grantor represents and warrants as follows:

(a)Schedule I hereto sets forth (i) the exact legal name of such Grantor, and (ii) the organizational identification number of such Grantor or states that no such organizational identification number exists.

(b)There is no pending or written notice threatening any action, suit, proceeding or claim affecting such Grantor before any governmental authority or any arbitrator, or any order, judgment or award by any governmental authority or arbitrator, that may adversely affect the grant by such Grantor, or the perfection, of the security interest purported to be created

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hereby in the Collateral, or the exercise by the Collateral Agent of any of its rights or remedies hereunder.

(c)All Federal, state and local tax returns and other reports required by applicable law to be filed by such Grantor have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon such Grantor or any property of such Grantor (including, without limitation, all federal income and social security taxes on employees' wages) and which have become due and payable on or prior to the date hereof have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with United States generally accepted accounting principles consistently applied ("GAAP").

(d)All Equipment, Fixtures, Goods and Inventory of such Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of such Grantor (other than Equipment and Inventory at customer locations) hereafter existing will be, located and/or based at the addresses specified therefor in Schedule III hereto, except that such Grantor will give the Collateral Agent not less than 30 days' prior written notice of any change of the location of any such Collateral (other than Equipment and Inventory at customer locations), other than to locations set forth on Schedule III and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon.  Such Grantor's chief place of business and chief executive office, the place where such Grantor keeps its Records concerning Accounts and all originals of all Chattel Paper are located at the addresses specified therefor in Schedule III hereto.  None of the Accounts is evidenced by Promissory Notes or other Instruments.  Set forth in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) each Promissory Note, Security and other Instrument owned by each Grantor and (ii) each Deposit Account, Securities Account and Commodities Account of each Grantor, together with the name and address of each institution at which each such Account is maintained, the account number for each such Account and a description of the purpose of each such Account.  Set forth in Schedule II hereto is a complete and correct list of each trade name used by each Grantor and the name of, and each trade name used by, each person from which such Grantor has acquired any substantial part of the Collateral.

(e)Such Grantor has delivered or made available to the Collateral Agent complete and correct copies of each License described in Schedule II hereto, including all schedules and exhibits thereto, which represents all of the Licenses existing on the date of this Agreement.  Each such License sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby or the rights of such Grantor or any of its affiliates in respect thereof.  Each material License now existing is, and any material License entered into in the future will be, the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity or in law).  No default under any material License by any Grantor or, to the best knowledge of each Grantor, any other party has occurred, nor does any Grantor or, to the best knowledge of

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each Grantor, any other party have any defense, offset, deduction or counterclaim thereunder in favor of any such party.

(f)Such Grantor owns and controls, or otherwise possesses adequate rights to use, all Trademarks, Patents and Copyrights, which are the only trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity necessary to conduct its business in substantially the same manner as conducted as of the date hereof.  Schedule II hereto sets forth a true and complete list of all registered copyrights, issued patents, Trademarks (including, without limitation, any Internet domain names and the registrar of each such Internet domain name), and Licenses annually owned or used by such Grantor as of the date hereof.  To the best knowledge of each Grantor, all such Intellectual Property of such Grantor is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, is valid and enforceable and has not been abandoned in whole or in part.  Except as set forth in Schedule II, no such Intellectual Property is the subject of any licensing or franchising agreement.  Such Grantor has no knowledge of any conflict with the rights of others to any Intellectual Property and, to the best knowledge of such Grantor, such Grantor is not now infringing or in conflict with any such rights of others in any material respect, and to the best knowledge of such Grantor, no other Person is now infringing or in conflict in any material respect with any such properties, assets and rights owned or used by such Grantor.  Such Grantor has not received any notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or other intellectual property rights of any third party.

(g)Such Grantor is and will be at all times the sole and exclusive owner of, or otherwise has and will have adequate rights in, the Collateral free and clear of any Liens, except for Permitted Liens on any Collateral.  No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording or filing office except (A) such as may have been filed in favor of the Collateral Agent relating to this Agreement, and (B) such as may have been filed to perfect any Permitted Liens.

(h)The exercise by the Collateral Agent of any of its rights and remedies hereunder will not contravene any law or any contractual restriction binding on or otherwise affecting such Grantor or any of its properties and will not result in or require the creation of any Lien, upon or with respect to any of its properties.

(i)No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body, or any other Person, is required for (i) the grant by such Grantor, or the perfection, of the security interest purported to be created hereby in the Collateral, or (ii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements, all of which financing statements, have been duly filed and are in full force and effect, (B) with respect to the perfection of the security interest created hereby in the Intellectual Property, for the recording of the appropriate Assignment for Security, substantially in the form of Exhibit A hereto, as applicable, in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and

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Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to the Intellectual Property and Licenses.

(j)This Agreement creates in favor of the Collateral Agent a legal, valid and enforceable security interest in the Collateral, as security for the Obligations.  The Collateral Agent's having possession of all Instruments and cash constituting Collateral from time to time, the recording of the appropriate Assignment for Security executed pursuant hereto in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and the filing of the financing statements and the other filings and recordings, as applicable, described in Schedule V hereto and, with respect to the Intellectual Property hereafter existing and not covered by an appropriate Assignment for Security, the recording in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, of appropriate instruments of assignment, result in the perfection of such security interests.  Such security interests are, or in the case of Collateral in which such Grantor obtains rights after the date hereof, will be, perfected, first priority security interests, subject only to Permitted Liens and the recording of such instruments of assignment.  Such recordings and filings and all other action necessary or desirable to perfect and protect such security interest have been duly taken, except for the Collateral Agent's having possession of Instruments and cash constituting Collateral after the date hereof and the other filings and recordations described in Section 4(l) hereof.

(k)As of the date hereof, such Grantor does not hold any Commercial Tort Claims nor is such Grantor aware of any such pending claims, except for such claims described in Schedule VI.

(l)As of the date hereof, there are no Grantors other than the Company. Each Grantor that may become a party to this Agreement in the future pursuant to Section 5(m) hereof (other than the Company) will be at the time it enters into this Agreement a direct or indirect wholly-owned Subsidiary of the Company.

Section 5.Covenants as to the Collateral.  So long as any of the Obligations shall remain outstanding, unless the Collateral Agent shall otherwise consent in writing:

(a)Further Assurances.  Each Grantor will at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to:  (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement, including, without limitation:  (A) marking conspicuously all Chattel Paper and each License and, at the request of the Collateral Agent, each of its Records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such Chattel Paper, License or Collateral is subject to the security interest created hereby, (B)  delivering and pledging to the Collateral Agent hereunder each Promissory Note, Security, Chattel Paper or other Instrument, now or hereafter owned by such Grantor, duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if any, that such Grantor's signature is required thereon) or authenticating the filing of, such financing or continuation statements, or amendments thereto, as may be necessary or desirable or that the

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Collateral Agent may request in order to perfect and preserve the security interest purported to be created hereby, (D) furnishing to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral in each case as the Collateral Agent may reasonably request, all in reasonable detail, (E) if any Collateral shall be in the possession of a third party, notifying such Person of the Collateral Agent's security interest created hereby and obtaining a written acknowledgment from such Person that such Person holds possession of the Collateralfor the benefit of the Collateral Agent, which such written acknowledgement shall be in form and substance satisfactory to the Collateral Agent, (F) if at any time after the date hereof, such Grantor acquires or holds any Commercial Tort Claim, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description of such Commercial Tort Claim and granting to the Collateral Agent a security interest therein and in the proceeds thereof, which writing shall incorporate the provisions hereof and shall be in form and substance satisfactory to the Collateral Agent, (G)  if requested by the Collateral Agent, upon the acquisition after the date hereof by such Grantor of any motor vehicle or other Equipment subject to a certificate of title or ownership (other than a Motor Vehicle or Equipment that is subject to a purchase money security interest), causing the Collateral Agent to be listed as the lienholder on such certificate of title or ownership and delivering evidence of the same to the Collateral Agent in accordance with the Securities Purchase Agreements; and (H) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable, in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

(b)Location of Equipment and Inventory.  Each Grantor will keep the Equipment and Inventory (other than Equipment and Inventory at customer locations) at the locations specified therefor in Section 4(d) hereof or, upon not less than thirty (30) days' prior written notice to the Collateral Agent accompanied by a new Schedule V hereto indicating each new location of the Equipment and Inventory, at such other locations in the United States.

(c)Condition of Equipment.  Each Grantor will maintain or cause the Equipment (necessary or useful to its business) to be maintained and preserved in good condition, repair and working order, ordinary wear and tear excepted, and will forthwith, or in the case of any loss or damage to any material Equipment of such Grantor within a commercially reasonable time after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith which are necessary or desirable, consistent with past practice, or which the Collateral Agent may reasonably request to such end.  Such Grantor will promptly furnish to the Collateral Agent a statement describing in reasonable detail any such loss or damage to any such Equipment.

(d)Taxes, Etc.  Each Grantor agrees to pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves in accordance with GAAP have been set aside for the payment thereof.

(e)Insurance.

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(i)Each Grantor will, at its own expense, maintain insurance (including, without limitation, commercial general liability and property insurance) with respect to the Equipment and Inventory in such amounts, against such risks, in such form and with responsible and reputable insurance companies or associations as is required by any governmental authority having jurisdiction with respect thereto or as is carried by such Grantor as of the date hereof and in any event, in amount, adequacy and scope reasonably satisfactory to the Collateral Agent.  Unless otherwise agreed to by the Collateral Agent, each such policy for liability insurance shall provide for all losses to be paid on behalf of the Collateral Agent and such Grantor as their respective interests may appear, and each policy for property damage insurance shall provide for all losses to be adjusted with, and paid directly to, the Collateral Agent.  Unless otherwise agreed to by the Collateral Agent, each such policy shall in addition (A) name the Collateral Agent as an additional insured party thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as their interests may appear, (B) contain an agreement by the insurer that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction or breach of representation or warranty by such Grantor, (C) provide that there shall be no recourse against the Collateral Agent for payment of premiums or other amounts with respect thereto, and (D) provide that at least 30 days' prior written notice of cancellation, lapse, expiration or other adverse change shall be given to the Collateral Agent by the insurer.  Such Grantor will, if so requested by the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance.  Such Grantor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment of such insurance policies and cause the respective insurers to acknowledge notice of such assignment.

(ii)Reimbursement under any liability insurance maintained by a Grantor pursuant to this Section 5(e) may be paid directly to the Person who shall have incurred liability covered by such insurance.  In the case of any loss involving damage to Equipment or Inventory at any time after the occurrence or during the continuance of an Event of Default, any proceeds of insurance maintained by a Grantor pursuant to this Section 5(e) shall be paid to the Collateral Agent (except as to which paragraph (iii) of this Section 5(e) is not applicable), such Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory, and any proceeds of insurance maintained by such Grantor pursuant to this Section 5(e) shall be paid by the Collateral Agent to such Grantor as reimbursement for the costs of such repairs or replacements.

(iii)Upon the occurrence and during the continuance of an Event of Default, all insurance payments in respect of such Equipment or Inventory shall be paid to the Collateral Agent and applied as specified in Section 7(b) hereof.

(f)Provisions Concerning the Accounts and the Licenses.

(i)Each Grantor will (A) give the Collateral Agent at least 30 days' prior written notice of any change in such Grantor's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation as set forth in Section 4(b) hereto, (C) promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal

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business hours on reasonable notice to such Grantor, to inspect and make abstracts from such Records and Chattel Paper.

(ii)Each Grantor will, except as otherwise provided in this subsection (f), continue to collect, at its own expense, all amounts due or to become due under the Accounts.  In connection with such collections, such Grantor may (and, at the Collateral Agent's direction, will) take such action as such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of such Grantor and to the extent permitted by law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.  After receipt by a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce a Grantor's rights against the account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.  In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which such Grantor either maintains a Deposit Account or a lockbox or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution.  Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be held as additional Collateral for the Obligations or distributed in accordance with Section 7 hereof.

(iii)Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than a Grantor, the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License.

(iv)Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto.

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(v)Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect.  No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

(g)Transfers and Other Liens.

(i)No Grantor will sell, assign (by operation of law or otherwise), lease, license, exchange or otherwise transfer or dispose of any of the Collateral, except (A) Inventory in the ordinary course of business and (B) worn-out or obsolete assets not necessary to the business.

(ii)No Grantor will create, suffer to exist or grant any Lien upon or with respect to any Collateral other than a Permitted Lien.

(h)Intellectual Property.

(i)If applicable, each Grantor shall, upon the Collateral Agent's written request, duly execute and deliver the applicable Assignment for Security in the form attached hereto as Exhibit A.  Each Grantor (either itself or through licensees) will, and will use its best efforts to cause each licensee thereof to, take all action necessary to maintain all of the Intellectual Property in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force and free from any claim of abandonment for non-use, and such Grantor will not (nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Intellectual Property may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, such Grantor shall not have an obligation to use or to maintain any Intellectual Property (A) that relates solely to any product or work, that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with Intellectual Property substantially similar to the Intellectual Property that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such Intellectual Property does not materially adversely affect the validity of such replacement Intellectual Property and so long as such replacement Intellectual Property is subject to the Lien created by this Agreement or (C) that is substantially the same as another Intellectual Property that is in full force, so long the failure to use or maintain such Intellectual Property does not materially adversely affect the validity of such replacement Intellectual Property and so long as such other Intellectual Property is subject to the Lien and security interest created by this Agreement.  Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain each registration of the Intellectual Property (other than the Intellectual Property described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees in the ordinary course of business.  If any Intellectual Property (other than Intellectual Property described in the proviso to the

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first sentence of subsection (i) of this clause (h)) is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, such Grantor shall (x) upon learning of such infringement, misappropriation, dilution or other violation, promptly notify the Collateral Agent and (y) to the extent such Grantor shall deem appropriate under the circumstances, promptly sue for infringement, misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take such other actions as such Grantor shall deem appropriate under the circumstances to protect such Intellectual Property.  Each Grantor shall furnish to the Collateral Agent from time to time upon its request statements and schedules further identifying and describing the Intellectual Property and Licenses and such other reports in connection with the Intellectual Property and Licenses as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, such Grantor shall modify this Agreement by amending Schedule II hereto, as the case may be, to include any Intellectual Property and License, as the case may be, which becomes part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or, in the judgment of the Collateral Agent, desirable to subject such Intellectual Property and Licenses to the Lien and security interest created by this Agreement.  Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, such Grantor may not abandon or otherwise permit any Intellectual Property to become invalid without the prior written consent of the Collateral Agent, and if any Intellectual Property is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, such Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Intellectual Property.

(ii)In no event shall a Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, or in any similar office or agency of the United States or any country or any political subdivision thereof unless it gives the Collateral Agent prior written notice thereof.  Upon request of the Collateral Agent, each Grantor shall execute, authenticate and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Intellectual Property and the General Intangibles of such Grantor relating thereto or represented thereby, and such Grantor hereby appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations).

(iii)Upon the Collateral Agent's request, each Grantor shall use its best efforts to cause each domain registrar where any of such Grantor's Internet domain names are registered, whether as of the date of this Agreement or at any time hereafter, to execute and deliver to the Collateral Agent a domain name control agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by such Grantor and such domain registrar, or enter into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to which such domain registrar shall irrevocably agree, inter alia, that (i) it will comply at any time

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with the instructions originated by the Collateral Agent to such domain registrar directing substitution of the Collateral Agent or its designee as the registered owner of such Internet domain names, without further consent of such Grantor, which instructions the Collateral Agent will not give to such domain registrar in the absence of a continuing Event of Default.  

(i)Deposit, Commodities and Securities Accounts.  Upon the Collateral Agent's request and unless otherwise agreed by the Collateral Agent, each Grantor shall cause each bank and other financial institution with an account referred to in Schedule IV hereto to execute and deliver to the Collateral Agent a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to which such institution shall irrevocably agree, inter alia, that (i) it will comply at any time with the instructions originated by the Collateral Agent to such bank or financial institution directing the disposition of cash, Commodity Contracts, securities, Investment Property and other items from time to time credited to such account, without further consent of such Grantor, which instructions the Collateral Agent will not give to such bank or other financial institution in the absence of a continuing Event of Default, (ii) all cash, Commodity Contracts, securities, Investment Property and other items of such Grantor deposited with such institution shall be subject to a perfected, first priority security interest in favor of the Collateral Agent, (iii) any right of set off, banker's Lien or other similar Lien, security interest or encumbrance shall be fully waived as against the Collateral Agent, and (iv) upon receipt of written notice from the Collateral Agent during the continuance of an Event of Default, such bank or financial institution shall immediately send to the Collateral Agent by wire transfer (to such account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all such cash, the value of any Commodity Contracts, securities, Investment Property and other items held by it.  Without the prior written consent of the Collateral Agent, such Grantor shall not make or maintain any Deposit Account, Commodity Account or Securities Account except for the accounts set forth in Schedule IV hereto.  The provisions of this paragraph 5(i) shall not apply to (i) Deposit Accounts for which the Collateral Agent is the depositary and (ii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor's salaried employees.

(j)Motor Vehicles.

(i)Upon the Collateral Agent's written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for all motor vehicles owned by it with the Collateral Agent listed as lienholder, for the benefit of the Holders.

(ii)Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such state agencies, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and

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exercising the rights and remedies of the Collateral Agent hereunder).  This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations).

(iii)Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.

(iv)So long as no Event of Default shall have occurred and be continuing, upon the request of such Grantor, the Collateral Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from such Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that such Grantor will receive as sale proceeds or insurance proceeds.  If an Event of Default has occurred and is continuing, any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

(k)Control.  Each Grantor hereby agrees to take any or all action that may be necessary or desirable or that the Collateral Agent may request in order for the Collateral Agent to obtain control in accordance with Sections 9-105 – 9-107 of the Code with respect to the following Collateral:  (i) Electronic Chattel Paper, (ii) Investment Property, (iii) Pledged Interests and (iv) Letter-of-Credit Rights.

(l)Inspection and Reporting.  Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate, not more than once a year in the absence of an Event of Default, (i) to examine and make copies of and abstracts from such Grantor's records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and other assets of such Grantor from time to time, (iii) to conduct audits, physical counts, appraisals and/or valuations, examinations at the locations of such Grantor.  Each Grantor shall also permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate to discuss such Grantor's affairs, finances and accounts with any of its officers subject to the execution by the Collateral Agent or its designee(s) of a mutually agreeable confidentiality agreement.

(m)Future Subsidiaries.  If any Grantor shall hereafter create or acquire any Subsidiary, simultaneously with the creation of acquisition of such Subsidiary, such Grantor shall cause such Subsidiary to become a party to this Agreement as an additional "Grantor" hereunder and to become a party to the Guaranty as an additional "Guarantor" thereunder, and to duly execute and/or deliver such opinions of counsel and other documents, each in form and substance acceptable to the Collateral Agent, as the Collateral Agent shall reasonably request with respect thereto.

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Section 6.Additional Provisions Concerning the Collateral.

(a)Each Grantor hereby (i) authorizes the Collateral Agent to file one or more Uniform Commercial Code financing or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation, financing statements describing the Collateral as "all assets" or "all personal property" or words of similar effect) and (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, prior to the date hereof.  A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

(b)Each Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent's discretion, so long as an Event of Default shall have occurred and is continuing, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Grantor under Section 5 hereof), including, without limitation, (i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 5(e) hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (i) or (ii) above, (iv) to file any claims or take any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of the Collateral Agent and the Holders with respect to any Collateral, and (v) to execute assignments, licenses and other documents to enforce the rights of the Collateral Agent and the Holders with respect to any Collateral.  This power is coupled with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations).  

(c)For the purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies upon and during an Event of Default, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, assign, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.  Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Securities Purchase Agreements that limit the right of such Grantor to dispose of its property and Section 5(h) hereof, so long as no Event of Default shall have occurred and be continuing, such Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business.  In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time, upon the request of a Grantor, execute and deliver any instruments, certificates or other documents, in the

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form so requested, which such Grantor shall have certified are appropriate (in such Grantor's judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual Property).  Further, upon the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations), the Collateral Agent (subject to Section 10(e) hereof) shall release and reassign to such Grantor all of the Collateral Agent's right, title and interest in and to the Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever.  The exercise of rights and remedies hereunder by the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by such Grantor in accordance with the second sentence of this clause (c).  Each Grantor hereby releases the Collateral Agent from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent's gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.

(d)If a Grantor fails to perform any agreement contained herein, following prior written notice thereof by the Collateral Agent to such Grantor and the failure by such Grantor to correct such breach within the time set forth on such notice, the Collateral Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by such Grantor pursuant to Section 8 hereof and shall be secured by the Collateral.

(e)The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

(f)Anything herein to the contrary notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise with respect to any of the Collateral to the extent set forth therein to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Collateral Agent of any of its rights hereunder shall not release such Grantor from any of its obligations under the Licenses or otherwise in respect of the Collateral, and (iii) the Collateral Agent shall not have any obligation or liability by reason of this Agreement under the Licenses or with respect to any of the other Collateral, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 7.Remedies Upon Event of Default.  If any Event of Default shall have occurred and be continuing:

(a)The Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights

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and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent's name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by such Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent's rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable.  Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days' notice to such Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification.  The Collateral Agent shall not be obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor hereby waives any claims against the Collateral Agent and the Holders arising by reason of the fact that the price at which its respective Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of such Collateral be marshalled upon any sale (public or private) thereof.  Each Grantor hereby acknowledges that (i) any such sale of its respective Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral.  In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time, upon 10 days' prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine to the extent consistent with any restrictions or conditions imposed upon such Grantor with respect to such Intellectual Property by license or other contractual arrangement; and (2) the

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Collateral Agent may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of such Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country.

(b)Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Collateral Agent, be held by the Collateral Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) in whole or in part by the Collateral Agent against, all or any part of the Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements.  Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

(c)In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Holders are legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified in any of the applicable Transaction Documents for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency.

(d)Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral.

(e)The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent's rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising.  To the extent that each Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent's rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, such Grantor hereby irrevocably waives the benefits of all such laws.

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Section 8.Indemnity and Expenses.

(a)Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Holders, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person's counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from such Person's gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

(b)Each Grantor agrees, jointly and severally, to, upon demand, pay to the Collateral Agent the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

Section 9.Notices, Etc.  All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to a Grantor at its address specified below and if to the Collateral Agent to it, at its address specified below; or as to any such Person, at such other address as shall be designated by such Person in a written notice to such other Person complying as to delivery with the terms of this Section 9.  All such notices and other communications shall be effective (a) if sent by certified mail, return receipt requested, when received or five days after deposited in the mails, whichever occurs first, (b) if telecopied or sent by electronic mail, when transmitted (during normal business hours), or (c) if delivered, upon delivery.

Section 10.Miscellaneous.

(a)No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent, and no waiver of any provision of this Agreement, and no consent to any departure by a Grantor therefrom, shall be effective unless it is in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b)No failure on the part of the Collateral Agent to exercise, and no delay in exercising, any right hereunder or under any of the other Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  The rights and remedies of the Collateral Agent or any Holder provided herein and in the other Transaction Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law.  The rights of the Collateral Agent or any Holder under any of the other Transaction Documents against any party

DOC ID - 26669110.4 -21-

thereto are not conditional or contingent on any attempt by such Person to exercise any of its rights under any of the other Transaction Documents against such party or against any other Person, including but not limited to, any Grantor.

(c)To the extent permitted by applicable law, each Grantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Agreement and any requirement that the Collateral Agent exhaust any right or take any action against any other Person or any Collateral.  Each Grantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 10(c) is knowingly made in contemplation of such benefits.  The Grantors hereby waive any right to revoke this Agreement, and acknowledge that this Agreement is continuing in nature and applies to all Obligations, whether existing now or in the future.

(d)No Grantor may exercise any rights that it may now or hereafter acquire against any other Grantor that arise from the existence, payment, performance or enforcement of any Grantor's obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Collateral Agent against any Grantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Grantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations).  If any amount shall be paid to a Grantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations), such amount shall be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the Obligations and all other amounts payable under the Transaction Documents, whether matured or unmatured, in accordance with the terms of the Transaction Documents, or to be held as Collateral for any Obligations or other amounts payable under the Transaction Documents thereafter arising.

(e)Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(f)This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations), and (ii) be binding on each Grantor and all other Persons who become bound as debtor to this Agreement in accordance with Section 9-203(d) of the Code and shall inure, together with all rights and remedies of the Collateral Agent and the Holders hereunder, to the benefit of the

DOC ID - 26669110.4 -22-

Collateral Agent and the Holders and their respective permitted successors, transferees and assigns.  Without limiting the generality of clause (ii) of the immediately preceding sentence, without notice to any Grantor, the Collateral Agent and the Holders may assign or otherwise transfer their rights and obligations under this Agreement and any of the other Transaction Documents, to any other Person and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to the Collateral Agent and the Holders herein or otherwise.  Upon any such assignment or transfer, all references in this Agreement to the Collateral Agent or any such Holder shall mean the assignee of the Collateral Agent or such Holder.  None of the rights or obligations of any Grantor hereunder may be assigned or otherwise transferred without the prior written consent of the Collateral Agent, and any such assignment or transfer without the consent of the Collateral Agent shall be null and void.

(g)Upon the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations), (i) this Agreement and the security interests created hereby shall terminate and all rights to the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the Collateral Agent will, upon such Grantor's request and at such Grantor's expense, (A) return to such Grantor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof, and (B) execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.

(h)THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(i)ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

DOC ID - 26669110.4 -23-

(j)EACH GRANTOR AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) THE COLLATERAL AGENT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.

(k)Nothing contained herein shall affect the right of the Collateral Agent to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any Grantor or any property of such Grantor in any other jurisdiction.

(l)Each Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

(m)Section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

(n)This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together constitute one in the same Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

DOC ID - 26669110.4 -24-

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its officer thereunto duly authorized, as of the date first above written.

GREAT BASIN SCIENTIFIC, INC., a Delaware corporation

By: Name:
Title:

Address for Notices:
2441 South 3850 West

Salt Lake City, Utah 84120

Facsimile:_______________

DOC ID - 26669110.4 Pledge and Security Agreement

ACCEPTED BY:

HUDSON BAY MASTER FUND LTD.,as Collateral Agent

By: Name:  
Title:  

Address:

DOC ID - 26669110.4 Pledge and Security Agreement

SCHEDULE I

LEGAL NAMES; ORGANIZATIONAL IDENTIFICATION NUMBERS; STATES OR JURISDICTION OF ORGANIZATION

Legal Name:	State of Organization:	Type of Organization:	Organizational Identification Number:
Great Basin Scientific, Inc.	Delaware	Corporation	4562069

DOC ID - 26669110.4 Sched. I-1

SCHEDULE II

INTELLECTUAL PROPERTY AND LICENSES; TRADE NAMES

A. COPYRIGHTS

1. Registered Copyrights

None

2. Copyright Applications

None

3. Copyright Licenses

None

B. PATENTS

1. Patents

Patent	Title
U.S. 8,637,250	Systems and methods for point of care amplification and detection of nucleic acids (HDA, methods)
US 14/108,630	Systems and methods for point of care amplification and detection of nucleic acids (continuation, HDA, kit claims)
CA2715890	Systems and methods for point of care amplification and detection of nucleic acids (general method)
EP2245184	Systems and methods for point of care amplification and detection of nucleic acids (HDA)
EP15182599.9 (divisional from '84)	Systems and methods for point of care amplification and detection of nucleic acids (general method)
EP08853920.0	Methods and compositions for amplifying a detectable signal
U.S. 8,574,833	Methods and compositions for amplifying a detectable signal (nucleic acid targets,methods/kits/system)
US 9,200,312	Methods and compositions for amplifying a detectable signal (continuation, generalize target, kit/system)
US 14/949,240	Methods and compositions for amplifying a detectable signal (continuation, generalize target, methods of use/prep)
CA2705984	Methods and compositions for amplifying a detectable signal
US 13/911,878	Analyzer and Disposable Cartridge for Molecular In Vitro Diagnostics
CA2881200	Characterization of a blocked-primer mediated isothermal amplification system

DOC ID - 26669110.4 Sched. II-2

JP2014-557780	Characterization of a blocked-primer mediated isothermal amplification system
EP13748794.8	Methods of Isothermal Amplification Using Blocked Primers (system/kit claims)
HK 15105687.0	Methods of Isothermal Amplification Using Blocked Primers (system/kit claims)
U.S. 8,936,921	Methods of Isothermal Amplification Using Blocked Primers (system/kit claims)
US 14/565,696	Methods of Isothermal Amplification Using Blocked Primers (methods claims)
US 14/883,018	SPECIFIC DETECTION OF ORGANISMS DERIVED FROM A SAMPLE (methods claims)
US 14/7452,345	SPECIFIC DETECTION OF ORGANISMS DERIVED FROM A SAMPLE (kit claims)

2. Patent Applications

None

3. Patent Licenses

Patent	Title	Holder
U.S. 7,282,328	Helicase dependent amplification of nucleic acid	BioHelix
U.S. 7,662,594	Helicase dependent amplification of nucleic acid (continuation)	BioHelix
U.S. 7829284	Helicase dependent amplification of nucleic acid (continuation)	BioHelix
EP1539979	Helicase dependent amplification of nucleic acid	BioHelix
PCT/US2006/000406	Identification of RNA targets using helicase	BioHelix
12/507,142	Rnase-H-based assays utilizing modified RNA monomers (bp method)	IDT
13/839,334	Rnase-H-based assays utilizing modified RNA monomers (RNA targets)	IDT
EP2279263	Rnase-H-based assays utilizing modified RNA monomers	IDT
13/429,077	Rnase-H-based assays utilizing modified RNA monomers (Hot start language)	IDT

C. TRADEMARKS

1. Registered Trademarks

None

2. Trademark Applications

None

DOC ID - 26669110.4 Pledge and Security Agreement

3. Trademark Licenses

None

D. OTHER PROPRIETARY RIGHTS

None

E. TRADE NAMES

None

F. NAME OF, AND EACH TRADE NAME USED BY, EACH PERSON FROM WHICH A GRANTOR HAS ACQUIRED ANY SUBSTANTIAL PART OF THE COLLATERAL WITHIN THE PRECEDING FIVE YEARS

None

DOC ID - 26669110.4 Pledge and Security Agreement

SCHEDULE III

LOCATIONS

Grantor:	Location:	Description:
Great Basin Scientific, Inc.	2441 South 3850 West Salt Lake City, Utah 84120	Principal Executive Office
Great Basin Scientific, Inc.	420 East South Temple, Suites #420 and #520 Salt Lake City, Utah 84111	Additional Office Space

DOC ID - 26669110.4 Sched. III-1

SCHEDULE IV
PROMISSORY NOTES, SECURITIES, DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITIES ACCOUNTS

Promissory Notes:

None

B.  Securities and Other Instruments:

None

C.  Deposit Accounts, Securities Accounts and Commodities Accounts:

Grantor:	Name and Address of Institution Maintaining Account:	Account Number:	Type of Account:
Great Basin Scientific, Inc.	Zions First National Bank Salt Lake City, UT	091419333	Checking
Great Basin Scientific, Inc.	Zions First National Bank Salt Lake City, UT	405009606	Payroll
Great Basin Scientific, Inc.	Zions First National Bank Salt Lake City, UT	091419028	Savings
Great Basin Scientific, Inc.	Wells Fargo Bank, NA San Francisco, CA	4442148904	Concentration
Great Basin Scientific, Inc.	Wells Fargo Bank, NA San Francisco, CA	4624938726	Collections

DOC ID - 26669110.4 Sched. IV-1

Great Basin Scientific, Inc.	Wells Fargo Bank, NA San Francisco, CA	4624938735	Disbursement
Great Basin Scientific, Inc.	UBS Financial Services	BY 11396 MM	Securities

DOC ID - 26669110.4 Pledge and Security Agreement

SCHEDULE V

UCC-1 FINANCING STATEMENTS

Name of Grantor:	Secretary of State:
Great Basin Scientific, Inc.	Delaware

DOC ID - 26669110.4 Sched. V-1

SCHEDULE VI

COMMERCIAL TORT CLAIMS

None.

DOC ID - 26669110.4 Sched. VI-1

SCHEDULE VII
PLEDGED DEBT

None.

DOC ID - 26669110.4 Sched. VII-1

SCHEDULE VIII
PLEDGED SHARES

None.

DOC ID - 26669110.4 Sched. VIII-1

EXHIBIT A

ASSIGNMENT FOR SECURITY

[TRADEMARKS] [PATENTS] [COPYRIGHTS]

WHEREAS, ______________________________ (the "Assignor") [has adopted, used and is using, and holds all right, title and interest in and to, the trademarks and service marks listed on the annexed Schedule 1A, which trademarks and service marks are registered or applied for in the United States Patent and Trademark Office (the "Trademarks")] [holds all right, title and interest in the letter patents, design patents and utility patents listed on the annexed Schedule 1A, which patents are issued or applied for in the United States Patent and Trademark Office (the "Patents")] [holds all right, title and interest in the copyrights listed on the annexed Schedule 1A, which copyrights are registered in the United States Copyright Office (the "Copyrights")];

WHEREAS, the Assignor has entered into a Pledge and Security Agreement, dated as of September 27, 2017 (as amended, restated or otherwise modified from time to time the "Security Agreement"), in favor of Hudson Bay Master Fund Ltd., as collateral agent for certain buyers (the "Assignee");

WHEREAS, pursuant to the Security Agreement, the Assignor has assigned to the Assignee and granted to the Assignee for the benefit of the Holders (as defined in the Security Agreement) a continuing security interest in all right, title and interest of the Assignor in, to and under the [Trademarks, together with, among other things, the good-will of the business symbolized by the Trademarks] [Patents] [Copyrights] and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of action which may exist by reason of infringement thereof and any and all damages arising from past, present and future violations thereof (the "Collateral"), to secure the payment, performance and observance of the "Obligations" (as defined in the Security Agreement);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor does hereby pledge, convey, sell, assign, transfer and set over unto the Assignee and grants to the Assignee for the benefit of the Holders a continuing security interest in the Collateral to secure the prompt payment, performance and for the benefit of the Holders observance of the Obligations.

The Assignor does hereby further acknowledge and affirm that the rights and remedies of the Assignee with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

DOC ID - 26669110.4 Exh. A-1

IN WITNESS WHEREOF, the Assignor has caused this Assignment for Security to be duly executed by its officer thereunto duly authorized as of _____________, 20__

[GRANTOR]

By:____________________________

Name:

Title:

DOC ID - 26669110.4 Exh. A-2

SCHEDULE 1A TO ASSIGNMENT FOR SECURITY

[Trademarks and Trademark Applications]

[Patent and Patent Applications]

[Copyright and Copyright Applications]

Owned by ______________________________

DOC ID - 26669110.4

EX-10.4

Exhibit 10.4

WAIVER

This Waiver (this "Waiver") is entered into as of September 27, 2017, by and between Great Basin Scientific, Inc., a Delaware corporation (the "Company"), and the undersigned holder (the "Holder") which is one of the investors signatory to (i) that certain Exchange Agreement, dated April 7, 2017 (the "Initial Exchange Agreement"), between the Company and the Holder and (ii) that certain Amendment and Exchange Agreement, dated April 17, 2017 (the “Amended Exchange Agreement” and, together with the Initial Exchange Agreement, the "Exchange Documents"), between the Company and the Holder, with reference to the following facts:

A.On April 17, 2017, the Company entered into an Amended Exchange Agreement with each of the Holder and certain other investors (collectively, the "Amended Exchange Investors") , pursuant to which, among other things, the Company exchanged such Amended Exchange Investor's Series B Note (as defined in the Initial Exchange Agreement) for a New Series B Note (as defined in the Amended Exchange Agreement), and (ii) in lieu of the Qualified Financing Exchange and the Adjustment Exchange (each as defined in the Initial Exchange Agreement), each Amended Exchange Investor exchanged its remaining 2016 Notes and its remaining Existing Preferred Shares (each as defined in each Amended Exchange Agreement) for a New Series A Note (as defined in each Amended Exchange Agreement).

B.The issuance of the New Series A Notes and the New Series B Notes (collectively, the "Existing Notes") occurred at a closing on April 17, 2017 (the "2017 Closing Date").

C.The Company is currently contemplating entering into a new transaction (the "New Offering") for the issuance of a new series of senior secured notes in the aggregate principal amount of $2,772,541.54 (as amended, restated and/or refinanced from time to time, the "New Notes"), which will be secured by Liens (as defined in the Existing Notes) as set forth in the Security Documents (as defined in one or more securities purchase agreement(s) substantially in the form attached hereto as Exhibit A-1 and Exhibit A-2 (collectively, the "New SPA"), all pursuant to the terms and conditions set forth in the New SPA and the other Transaction Documents (as defined in the New SPA) (as amended, restated and/or, in the case of the New Notes, refinanced from time to time, the "New Transaction Documents").

D.In connection with the New Offering, the Company desires to obtain a waiver in respect of: (i) the Company's restriction to incur Indebtedness (as defined in the Existing Notes) in accordance with Section 16(a) of the Existing Notes, (ii) the Company's restriction to incur Liens (as defined in the Existing Notes) in accordance with Section 16(b) of the Existing Notes, (iii) the Company's restriction to incur Indebtedness that ranks pari passu with the Existing Notes pursuant to Section 14 of the Existing Notes, (iv) the Company's restriction to incur Liens (as defined in the Existing Notes) on certain types of intellectual property in accordance with Section 16(g) of the Existing Notes, in each case, solely with respect to entering into the New Transaction Documents and consummating the transactions contemplated thereby, and (v) the Company's requirement to give certain notices in connection with the Holder's right of participation set forth in Section 8.7 of the Amended Exchange Agreement.

DOC ID - 26663576.8

E.In compliance with Section 18 of the Existing Notes, this Waiver shall only be effective upon the execution and delivery of this Waiver and, if necessary, waivers in form and substance identical to this Waiver (the "Other Waivers"), by other holders of Existing Notes (each an "Other Holder") representing on the 2017 Closing Date the Required Holders (as defined in each of the Existing Notes) (the "2017 Required Holders") (such time, the "Effective Time").

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Waiver. The Holder hereby waives, effective as of the Effective Time: (i) the Company's restriction to incur Indebtedness (as defined in the Existing Notes) in accordance with Section 16(a) of the Existing Notes, (ii) the Company's restriction to incur Liens (as defined in the Existing Notes) in accordance with Section 16(b) of the Existing Notes, (iii) the Company's restriction to incur Indebtedness that ranks pari passu with the Existing Notes pursuant to Section 14 of the Existing Notes, (iv) the Company's restriction in incur Liens (as defined in the Eisting Notes) on certain types of intellectual property in accordance with Section 16(g) of the Existing Notes, and (v) the right to receive certain notices in connection with the Holder's right of participation set forth in Section 8.7 of the Amended Exchange Agreement, in each case of the foregoing clauses (i) – (v), solely with respect to entering into the New Transaction Documents and consummating the transactions contemplated thereby.    

2.Subordination.  The Holder and the Collateral Agent (as defined in the Exchange Documents) hereby agree that:

(i) any and all indebtedness, obligations and liabilities of the Company to the holders of Existing Notes (the "Existing Investors"), including, without limit, principal, interest and other payments under the Existing Notes and Exchange Documents, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, now existing or later arising and whatever the amount and however evidenced (collectively, the "Subordinated Indebtedness"), are subordinated, in right of payment to any and all indebtedness, obligations and liabilities of the Company to the investors listed on a schedule to the New SPA (the "New Investors") arising in connection with the New Transaction Documents, including, without limit, principal, interest and other payments under the New Transaction Documents, including, without limitation, under the Cash Notes and the Exchange Notes (each as defined in the New SPA), whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, now existing or later arising and however evidenced, together with all other sums due thereon and all costs of collecting the same (including, without limit, reasonable attorney fees) for which the Company is liable (collectively, the "Senior Indebtedness");

(ii)The Existing Investors will not ask for, demand, sue for, take or receive (by way of voluntary payment, acceleration, set-off or counterclaim, foreclosure or other realization on security, dividends in bankruptcy or otherwise), or offer to make any discharge or release of, any of the Subordinated Indebtedness;

DOC ID - 26663576.8

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(iii) so long as any Senior Indebtedness remains unpaid or any commitment to extend credit in respect thereof remains outstanding, the Existing Investors will not exercise any of the Existing Investors 's rights in any collateral securing the Subordinated Indebtedness that may at any time exist;

(iii)all liens, security interests and other rights of the Existing Investors in any collateral securing the Subordinated Indebtedness are hereby subordinated to all liens, security interests and other rights of the New Investors now or later existing in any of the same collateral securing the Senior Indebtedness;

(v)the Existing Investors waive all rights to require the Collateral Agent or the other New Investors to marshal the collateral for the Senior Indebtedness or any other property the New Investors may at any time have as security for the Senior Indebtedness and waives all rights to require the New Investors to first proceed against any guarantor or other person before proceeding against such collateral;

(vi)the Existing Investors shall not contest the validity, priority or perfection of the New Transaction Documents or the New Investors' liens on or security interest in any collateral securing the Senior Indebtedness;

(vii)the priorities of the New Investors and the Existing Investors in such collateral shall be in accordance with this Waiver, regardless of whether the New Investors' security interest in or lien on such collateral is valid or perfected, and regardless of the time, manner or order of perfection of any such liens and security interests;

(viii)the New Investors may take action to foreclose or otherwise realize upon, or protect their interest in, the collateral, in accordance with its agreements with the Company, at any time, without the consent of the Existing Investors, and the Existing Investors agree not to interfere in a manner which would defeat or otherwise inhibit the purpose of this Waiver in connection therewith;

(ix)so long as any part of the Senior Indebtedness is outstanding or any commitment to extend credit in respect thereof remains outstanding, if the New Investors have agreed to release their security interest in any of the collateral in connection with the realization of any of its rights with respect to such collateral in any commercially reasonable disposition, the New Investors are hereby authorized as the Existing Investors' attorney in fact to execute releases and discharges of the Existing Investors liens and security interests in such collateral provided that the New Investors are releasing or discharging the Existing Investors' security interest in such collateral as part of the same transaction and provided that the New Investors give the Existing Investors five (5) days prior written notice of such release during which such five (5) day period the Existing Investors do not sign and deliver to the New Investors any such releases and discharges;

(x)the subordination and postponement in priority, operation and effect of the security interests of the Existing Investors shall have the same force and effect as though the security interests of the New Investors had attached and were perfected by filing or

DOC ID - 26663576.8

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otherwise prior to the time the security interests of the New Invsestors attached and/or were perfected;

(xi)this Waiver shall be applicable both before and after the commencement of any insolvency or liquidation proceeding and all converted or succeeding cases in respect thereof.  The relative rights of the secured parties in or to any distributions from or in respect of any collateral or proceeds of collateral, shall continue after the commencement of any insolvency or liquidation proceeding.  Accordingly, the provisions of this Waiver are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the United States Bankruptcy Code (or similar bankruptcy law).

3.Acknowledgments. The Company hereby confirms and agrees that (i) except with respect to the agreements set forth in Sections 1 and 2 above that are effective as of the Effective Time, the Exchange Documents shall continue to be, in full force and effect; (ii) the execution, delivery and effectiveness of this Waiver shall not operate as an amendment of any right, power or remedy of the Holder except to the extent expressly set forth herein.

4.No Material, Nonpublic Information.  On or before 8:30 a.m., New York City time, on the first Business Day after the New SPA has been executed, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the New Transaction Documents in the form required by the 1934 Act and attaching the material New Transaction Documents and the form of this Waiver as exhibits to such filing (including all attachments), the "8‑K Filing").  From and after the filing of the 8-K Filing with the Secuirties and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing.  In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and of the Holder or any of its affiliates, on the other hand, shall terminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder.  To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information.  The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

5.Independent Nature of Holder Obligations and Rights.  The obligations of the Holder under this Waiver are several and not joint with the obligations of any Other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any Other Waiver.  Nothing contained herein or in any Other Waiver, and no

DOC ID - 26663576.8

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action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Waiver or any Other Waiver and the Company acknowledges that the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Waiver or any Other Waiver.  The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors.  The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Waiver or, any Other Waiver, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

6.No Third Party Beneficiaries.  This Waiver is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person other than the Collateral Agent (as defined in the New SPA).

7.Counterparts.  This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

8.No Strict Construction.  The language used in this Waiver will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

9.Headings.  The headings of this Waiver are for convenience of reference and shall not form part of, or affect the interpretation of, this Waiver.

10.Severability.  If any provision of this Waiver is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Waiver so long as this Waiver as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

DOC ID - 26663576.8

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11.Amendments.  No provision of this Waiver may be amended other than by an instrument in writing signed by the Company and the Holder.

12.Further Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Waiver and the consummation of the transactions contemplated hereby.

13.Notice.  Whenever notice is required to be given under this Waiver, unless otherwise provided herein, such notice shall be given in accordance with Section 7.4 of the Amended Exchange Agreement.

14.Successors and Assigns.  This Waiver shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

15.Capitalized Terms.  Capitalized terms used herein and not otherwise defined herein shall have the respective meaning set forth in the applicable Transaction Documents (as defined in the Exchange Documents).

16.Governing Law; Jurisdiction; Jury Trial.  All questions concerning the construction, validity, enforcement and interpretation of this Waiver shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Waiver and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WAIVER OR ANY TRANSACTION CONTEMPLATED HEREBY.

[Signature Pages Follow]

DOC ID - 26663576.8

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IN WITNESS WHEREOF, each Undersigned and the Company have caused their respective signature page to this Waiver to be duly executed as of the date first written above.

COMPANY:
GREAT BASIN SCIENTIFIC, INC.
By:
	Name: Ryan Ashton
	Title: President, CEO

1.

DOC ID - 26663576.8

[Signature Page to Note Waiver]

IN WITNESS WHEREOF, each Undersigned and the Company have caused their respective signature page to this Waiver to be duly executed as of the date first written above.

		HOLDER:
		By:Name: Title:
COLLATERAL AGENT:
HUDSON BAY MASTER FUND LTD.
By:
	Name:
	Title:

DOC ID - 26663576.8

[Signature Page to Note Waiver]

Exhibit A

New SPAs

DOC ID - 26663576.8

EX-10.5

Exhibit 10.5

HUDSON BAY MASTER FUND LTD.
c/o Hudson Bay Capital Management LP
777 Third Avenue, 30th Floor
New York, New York 10017

September 27, 2017

VIA FACSIMILE & ELECTRONIC MAIL

Great Basin Scientific, Inc.
420 E. South Temple, Suite 520
Salt Lake City, Utah 84111
Attention: Jeff Rona, Chief Financial Officer
E-Mail: jrona@gbscience.com
Facsimile: 801-990-1051

Re:Forbearance Agreement

Ladies and Gentlemen:

Reference is made to that certain (i) New 2017 Senior Secured Notes, dated September 27, 2017, in the original aggregate principal amount of $2,079,101.44, issued by Great Basin Scientific, Inc. (the "Company") to Hudson Bay Master Fund Ltd. (the "Holder") secured by the Security Documents (as defined in the 2017 SPA, as that term is defined below) (the "New Notes") and (ii) 2017 Series A Senior Secured Convertible Note, dated April 17, 2017, in the original principal amount of $14,536,267.65, 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 Notes, 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 Agreement") and not otherwise defined herein shall have the have the meaning assigned to it in the Notes.

On August 16, 2017, the Holder delivered an Event of Default Redemption Notice (the "August Redemption Notice") in accordance with the terms of Section 4(b) of the 2017 Note.  The August Redemption Notice provided, among other things, and without limiting any right the Holder may have with respect to other Events of Default, defaults or breaches by the Company under the Documents (as defined in the August Forbearance Agreement (as defined below)), that the Company admitted in writing, in (i) the Form 12b-25, Notification of Late Filing, dated August 15, 2017, filed with the United States Securities and Exchange Commission, and (ii) an email attached to the August Redemption Notice as Exhibit A, that it is generally unable to pay its debts as they become due, which constitutes an Event of Default as set forth in Section 4(a)(vi)(E) of the 2017 Note (the "2017 Note Specified Event of Default").  On August 21, 2017, the Holder and the Company entered into a Forbearance Agreement (the "August Forbearance Agreement") pursuant to which the Holder agreed to forbear from exercising certain of its rights and remedies subject to

DOC ID - 26678635.7

the terms and conditions set forth in that August Forbearance Agreement during the Forbearance Period (as defined in the August Forbearance Agreement).

As used herein, "Documents" means (i) the 2017 Note, (ii) that certain Securities Purchase Agreement dated as of December 28, 2015 by and among the Company, the Holder and the other investors listed on the signature pages attached thereto (the "2015 SPA"), (iii) the other Transaction Documents (as defined in the 2015 SPA), (iv) that certain Securities Purchase Agreement dated as of June 29, 2016 by and among the Company, the Holder and the other investors listed on the signature pages attached thereto (the "2016 SPA"), (v) the other Transaction Documents (as defined in the 2016 SPA), (vi) that certain Amended and Restated Exchange Agreement, dated as of November 2, 2016 by and between the Company and the Holder, (vii) that certain Exchange Agreement, dated as of April 7, 2017 by and between the Company and the Holder, (viii) that certain Exchange Agreement, dated as of April 17, 2017 by and between the Company and the Holder, (ix) the August Redemption Notice, (x) the August Forbearance Agreement; (xi) the New Notes, (xii) that certain Securities Purchase Agreement dated as of September 27, 2017 by and among the Company, the Holder and the other investors listed on the signature pages attached thereto (the "2017 SPA"), (xiii) the other Transaction Documents (as defined in the 2017 SPA), and (xiv) any other agreement, document, instrument or writing between the Company and the Holder.

On the date hereof, the Company and the Holder are entering into the New Notes, the 2017 SPA and the Transaction Documents (as defined in the 2017 SPA).  This Forbearance Agreement shall also constitute an Event of Default Notice and Event of Default Redemption Notice under Section 4(b) of each New Note.  The Event of Default that has occurred under the New Notes is the same as the 2017 Note Specified Event of Default (the "New Notes Specified Event of Default," and together with the 2017 Note Specified Event of Default, collectively, the "Specified Event of Default").

This Forbearance Agreement confirms that (i) the 2017 Note Specified Event of Default has occurred and is continuing under the 2017 Note as set forth in the August Redemption Notice and further described in the August Forbearance Agreement and (ii) the New Notes Specified Event of Default has occurred and is continuing under the New Notes as set forth in this Forbearance Agreement.  The Company has requested that the Holder forbear from exercising certain of its rights and remedies and, subject to the terms and conditions set forth in this Forbearance Agreement, the Holder is willing to forbear from exercising such rights and remedies such during the Forbearance Period (as hereinafter defined).

NOW THEREFORE, the Company and the Holder hereby agree as follows:

1.Acknowledgement of Event of Default.  The Company hereby acknowledges that (a) the Specified Event of Default has occurred and is continuing and has not been cured or waived; and (b) the Specified Event of Default would permit the Holder to, among other things, (i) demand the Company make payment to the Holder of any amount due, or to become due, under the Notes, (ii) redeem the entire outstanding Conversion Amount of the Notes, (iii) commence any legal or other action to collect any or all of the amounts owed under the Notes from the Company or any Collateral, (iv) exercise any secured creditor remedies that Holder may have, including, without limitation, by foreclosing or otherwise realizing upon any or all of the

DOC ID - 26678635.7 2

Collateral and or setting off and applying any deposits or other amounts or proceeds of Collateral to the payment of any or all of the Company's obligations under the Notes, and (v) take any other enforcement action or otherwise exercise any or all rights, remedies, powers and privileges provided for by any or all of the Documents or applicable law or equity (all of the foregoing in this clause (b), the "Remedies").

2.Forbearance and Suspension of Compliance.  Notwithstanding the occurrence of the Specified Event of Default, but subject to Sections 4, 5 and 6 hereof and the provisions of the Documents, the Holder hereby agrees to forbear from exercising any of the Remedies during the Forbearance Period, but solely with respect to the Specified Event of Default; provided, however, that such forbearance shall not apply to, and does not limit, the right of the Holder to charge Interest at the Default Rate in accordance with the Notes at any time after, with respect to the 2017 Note, the date of the delivery of the August Redemption Notice, or, with respect to the New Notes, the date hereof.  Subject to the foregoing, neither this Forbearance Agreement nor any course of dealing between or among any of the parties hereto is intended to operate, nor shall they be construed, as a waiver of the Specified Event of Default or any other existing or future Events of Default, as to which all rights and Remedies of the Holder shall remain reserved.  All statutes of limitation applicable to actions that the Holder may be entitled to bring to enforce the Remedies shall be tolled during the Forbearance Period, and each time period provided in each such statute of limitation shall be extended by a period of time equal to the duration of the Forbearance Period.

3.Forbearance Period.  The agreement and forbearance granted pursuant to Section 2 above (the "Forbearance") shall commence on the Effective Date (as defined in Section 4 below) and continue until the earlier of (a) October 22, 2017, and (b) the date on which any Forbearance Termination Event (as defined in Section 6 hereof) occurs (the "Forbearance Period").  The parties hereto agree that notices under the Documents (including notices pursuant to this Forbearance Agreement) shall be provided by the means specified in Section 26 of each Note.  The Holder shall have no obligation to grant any further forbearance.

4.Conditions to Effectiveness.  This Forbearance Agreement, and the Forbearance granted pursuant hereto, shall become effective only upon satisfaction in full of the following conditions precedent on or before September 27, 2017, unless waived in writing by the Holder (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Holder being herein called the "Effective Date"):

(a)The representations and warranties contained in this Forbearance Agreement and in the Documents shall be correct on and as of the Effective Date as though made on and as of such date unless (i) such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, or (ii) to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of the Specified Event of Default; and no default or Event of Default (other than the Specified Events of Default) shall have occurred and be continuing on the Effective Date or result from this Forbearance Agreement becoming effective in accordance with its terms.

(b)The Holder shall have received counterparts of the Forbearance Agreement executed by the Company.

DOC ID - 26678635.7 3

(c)The Company shall have delivered to the Holder (in each case, in form and substance satisfactory to the Holder) any information requested by the Holder as a condition to the effectiveness of this Forbearance Agreement.

(d)The Company shall have reimbursed Holder for all expenses (including the reasonable fees and retainer, disbursements and other charges of counsel to the Holder and other advisors) for which the Holder has provided invoices to the Company prior to the Effective Date.

5.Covenants of the Company.  The Company hereby covenants and agrees, in consideration of the Forbearance granted hereunder, as follows:

(a)The Company shall cooperate with the Holder and its counsel, including any local counsel, with respect to their diligence and other information requests and any matter that is subject to the Forbearance Agreement.

(b)From and after the Effective Date, the Company may not take, or permit any of its Affiliates to take, any action that would otherwise be prohibited during the occurrence of the Specified Event of Default.  Except as expressly set forth in this Forbearance Agreement, all terms, conditions, covenants, representations and warranties contained in the Documents, and all rights and Remedies of the Holder and all of the Indebtedness owed under the Documents shall remain in full force and effect.

(c)The Company shall continue to perform and observe all covenants, terms and conditions and other obligations contained in all of the Documents and this Forbearance Agreement.  The agreements contained in this Section 5 shall survive the termination or expiration of the Forbearance Period.

(d)Each Note shall accrue Interest at the Default Rate in accordance with Section 2 of each Note for each day from (i) with respect to the 2017 Note, the date of the delivery of the August Redemption Notice, and (ii) with respect to the New Notes, the date of this Forbearance Agreement.

6.Termination Events.  The Company acknowledges and agrees that the Forbearance Period shall automatically terminate upon any of the following events (each, a "Forbearance Termination Event"):

(a)The Company fails to pay any amount payable under this Forbearance Agreement or any Document when due.

(b)The Company fails to comply with any term, condition or covenant set forth in this Forbearance Agreement or any Document.

(c)The termination of, or default under, any other forbearance agreement, subordination agreement or other document with an Other Investor (as defined in the 2017 SPA) to which the Company or any of its Affiliates is a party.

DOC ID - 26678635.7 4

(d)Any default or Event of Default under any of the Transaction Documents, other than the Specified Event of Default, shall occur.

(e)The Holder discovers any inaccuracy in any material respect of any representation, warranty or statement made or deemed made in this Forbearance Agreement or any Document, or any certificate delivered or required to be delivered pursuant thereto.

(f)Any event or condition occurs after the Effective Date that has had or could reasonably be expected to have a Material Adverse Effect.

7.Representations and Warranties of Company.  The Company represents and warrants to the Holder as follows:

(a)The execution, delivery and performance by the Company of this Forbearance Agreement (i) has been duly authorized by all necessary action of the Company, (ii) does not and will not violate or create a default under the Company's organizational documents, any applicable law (of which the Company is aware) or any contractual restriction binding on or otherwise affecting the Company or any of the Company's properties, and (iii) does not and will not result in or require the creation of any new lien, security interest or other charge or encumbrance upon or with respect to the Company's property.

(b)This Forbearance Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

(c)The representations and warranties contained in this Forbearance Agreement and the Documents are correct on and as of the Effective Date as though made on and as of such date unless (i) such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, or (ii) to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of the Specified Event of Default;

(d)No default or Event of Default (other than the Specified Event of Default) has occurred and is continuing on and as of the Effective Date; and

(e)The Holder has not made any assurances concerning (i) the manner in which the Specified Event of Default may be resolved or (ii) any additional forbearance, waiver, restructuring or other accommodations.

8.Release.  The Company, on behalf of itself and its Affiliates, hereby acknowledges and agrees that:  (a) neither it nor any of its Affiliates has any claim or cause of action against the Holder (or any of the Holder's Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) the Holder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Company and their Affiliates under the Documents and any other agreement between the Company and the Holder.  Notwithstanding the foregoing, the Holder desires (and the Company agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Holder' rights, interests, security and/or Remedies under the Documents.  Accordingly, for and in consideration of the agreements contained in this Forbearance Agreement and other good and

DOC ID - 26678635.7 5

valuable consideration, the Company (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Holder and each of its Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the "Released Parties") from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Effective Date arising out of, connected with or related in any way to this Forbearance Agreement, the Notes, any other Document and any other agreement between the Company and the Holder, or any act, event or transaction related or attendant thereto, or the agreements of the Holder contained therein, or the possession, use, operation or control of any of the assets of the Holder, or the making of any loans, or the management of such loans or the Collateral on or prior to the Effective Date.

9.Indemnification; Limitation of Liability for Certain Damages

(a)The Company, on behalf of itself and its Affiliates, hereby expressly acknowledges, agrees and reaffirms its indemnification obligations to the Holder set forth in the Documents.  The Company, on behalf of itself and its Affiliates, further acknowledges, agrees and reaffirms that all such indemnification obligations set forth in the Documents shall survive the expiration of the Forbearance Period and the termination of this Forbearance Agreement, the Notes, the other Documents and the payment in full of any and all amounts due, or to become due, under the Notes per the applicable terms set forth in the Documents.  Notwithstanding the foregoing, such indemnification shall not be available to the extent that such claims, damages, losses, liabilities or related expenses result from the Holder's gross negligence or willful misconduct.

(b)The Company on behalf of itself and its Affiliates agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Holder and all of its respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the "Indemnitees") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) directly incurred by such Indemnitees, whether prior to or from and after the Effective Date as a result of or arising from or relating to or in connection with any of the following:  (i) the negotiation, preparation, execution or performance or enforcement of this Forbearance Agreement and any other Document, (ii) the Holder's furnishing of funds to the Company under any Document and the Company's use of such funds, (iii) the Collateral Agent's reliance on any instructions of the Company or the handling of the Collateral, (iv) any matter relating to the transactions contemplated by this Forbearance Agreement or the other Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Company shall not have any obligation to any Indemnitee under this subsection (b) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction.

DOC ID - 26678635.7 6

(c)To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 9 may be unenforceable because it is violative of any law or public policy, the Company and each of its Affiliates shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

(d)The Company and its Affiliates shall not assert, and each of the Company and its Affiliates hereby waives, any claim against the Indemnitees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Forbearance Agreement or any other Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Note or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of the Company and its Affiliates hereby waives, releases and agrees not to sue upon any such claim or seek any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(e)The indemnities and waivers set forth in this Section 9 shall survive the repayment of the Notes and all obligations thereunder, and the discharge of any Liens granted under the Documents.

10.Affirmation of Indebtedness owed under the Documents.  The Company acknowledges that this Forbearance Agreement constitutes receipt from the Holder of proper notice of default, and subject to the terms and conditions of this Forbearance Agreement, notice of intent to enforce the Remedies.  The Company waives to the extent permitted by law any further notice of default, notice of intent to accelerate, or demand for payment.  Except as modified by this Forbearance Agreement, the Company acknowledges, ratifies, reaffirms, and agrees that each of the Documents are, and will remain, in full force and effect and binding on the Company.  The Company acknowledges, ratifies and reaffirms all of the terms and provisions of the Documents (including, without limitation, the Notes), except as modified herein, which are incorporated by reference as of the Effective Date as if set forth herein including, without limitation, all promises, agreements, warranties, representations, covenants, releases, and indemnifications contained therein.  The Company hereby ratifies and reaffirms its grant of Liens on or security interests in the Collateral pursuant to the Documents to which it is a party as security for the Indebtedness owed under the Documents, and confirms and agrees that such Liens and security interests hereafter secure all of the Indebtedness owed under the Documents, including, without limitation, all additional Indebtedness owed under the Documents hereafter arising or incurred pursuant to or in connection with this Forbearance Agreement or any Document.  All Indebtedness of the Company to the Holder is secured by valid, enforceable and perfected first priority Liens (subject to certain Permitted Liens) in favor of the Collateral Agent, for the benefit of the Holder in all of the Collateral, which Liens are enforceable without offset, defense or counterclaim.  Each of the Documents to which the Company is a party has been duly executed and delivered to the Holder and each is in full force and effect as of the date hereof.  The agreements and obligations of the Company contained in the Documents to which they are a party constitute the legal, valid and binding obligations of the Company, enforceable against them in accordance with their terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws

DOC ID - 26678635.7 7

relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and the Company has no offset, defense or counterclaim to the enforcement of such obligations.  The Holder is and shall be entitled to the rights, remedies and benefits provided for in the Documents, subject to the terms of this Agreement.

11.Outstanding Indebtedness.  The Company hereby acknowledges and agrees that as of the date of this Forbearance Agreement, (i) the original principal amount of the New Note (Certificate No. New 2017-Cash 1) is $490,011.00, and the Event of Default Redemption Price of the New Note is $612,513.75, (ii) the aggregate outstanding principal amount of the New Note (Certificate No. New 2017-Exchange 1) is $1,493,308.52 and the Event of Default Redemption Price of the New Note is $1,866,635.65, and (iii) the aggregate outstanding Conversion Amount of the 2017 Note is $13,273,116.70 and the Event of Default Redemption Price of the 2017 Note is $16,591,395.87, and that such amounts are payable pursuant to each Note without defense, offset, withholding, counterclaim or deduction of any kind.  The foregoing amount does not include interest (including, without limitation, the Interest at the Default Rate), fees, expenses, amounts owed under the Indemnity provisions of this Forbearance Agreement and the Documents, and other amounts that are chargeable or otherwise reimbursable under the Documents.

12.Termination of Forbearance.  On and after the termination of the Forbearance Period, the Holder's agreement hereunder to forbear shall terminate automatically without further act or action by the Holder.  The Company expressly acknowledges and agrees that the effect of such termination will be to permit the Holder to exercise immediately any and all Remedies available to them under the Documents and this Forbearance Agreement, at law, in equity or otherwise, without any further lapse of time, expiration of applicable grace periods, or (except as otherwise required under provisions of applicable law that cannot be waived) requirements of demand, presentment, or notice, all of which are expressly waived by the Company, and to the same extent as if the Holder had not agreed to forbear in this Forbearance Agreement.  The Holder shall have no obligation whatsoever after the termination of the Forbearance Period to extend the maturity of the Indebtedness owed under the Documents, waive any Events of Default or Defaults, defer any payments, or further forbear from exercising their rights and Remedies.

13.Forbearance Agreement as Exchange Document; Enforcement.  The Company and the Holder hereby acknowledge and agree that this Forbearance Agreement constitutes a "New Exchange Document" under the 2017 Note.  Accordingly, it shall be an Event of Default under the 2017 Note if (a) any representation or warranty made by the Company under or in connection with this Forbearance Agreement shall have been untrue, false or misleading in any material respect when made, or (b) the Company shall fail to perform or observe any term, covenant or agreement contained in this Forbearance Agreement.  Nothing contained in this Forbearance Agreement shall prejudice or otherwise affect the Holder's rights to enforce the provisions contained herein upon the default by the Company in the performance thereof.

14.Reaffirmation.  The Company hereby: (x) acknowledges and agrees that the (i) the New Note is deemed to constitute "Notes" as defined in the 2017 SPA and as used in the Security Agreement (as defined in the 2017 SPA) such that all references in the Security Agreement and other Documents to the "Notes" shall include the New Note, (ii) the 2017 Note is

DOC ID - 26678635.7 8

deemed to constitute "Notes" as defined in the 2016 SPA and as used in the Security Agreement (as defined in the 2016 SPA) such that all references in the Security Agreement and other Documents to the "Notes" shall include the 2017 Note, (y) reaffirms its Obligations (as defined in the Security Agreement) and (z) further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Security Agreement, any other Security Document, the New Notes, the 2017 Notes or the 2016 Notes, to the Collateral Agent for the holders of the 2016 Notes issued pursuant to the 2016 SPA and (y) each holder of the 2016 Notes, as collateral security for the Obligations (as defined in the Security Agreement) in accordance with their respective terms and (z) acknowledges that all of such Liens and all Collateral (as defined in the Security Agreement) heretofore pledged as security for such Obligations, continue to be and remain collateral for such Obligations from and after the date hereof.

15.Headings.  Section headings used herein are for the convenience of the parties only and shall not constitute a part of this Forbearance Agreement for any other purpose.

16.Amendments; Extensions.  The terms of this Forbearance Agreement may be modified, waived, or amended and the Forbearance Period may be extended only by a writing executed by all of the parties hereto.

17.Entire Agreement; Continuing Effect.  This Forbearance Agreement constitutes the entire understanding among the parties hereto as to the subject matter hereof and supersedes any and all prior agreements or understandings concerning the Forbearance by any of the Holder in exercising any of rights against the Company or their properties.  Except as expressly provided herein, the Documents shall continue unchanged and in full force and effect, and all rights, powers and Remedies of the Holder thereunder are expressly reserved and unaltered.

18.Expenses.  The Company hereby agrees to pay all expenses incurred by the Holder in connection with the matters relating to the negotiation, preparation and execution of this Forbearance Agreement, and the modification or enforcement of any of the terms hereof, including, without limitation, the reasonable fees and disbursements of counsel to the Holder.

19.Governing Law; Waiver of Jury Trial.  (a) This Forbearance Agreement shall be governed by, construed under and enforced in accordance with the laws of the State of New York, without regard to choice of law principals.  Each of the Company and the Holder hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Forbearance Agreement or the actions of the Holder in the negotiation, administration, performance or enforcement hereof.

20.Severability.  If any provision of this Forbearance Agreement or any other Document is determined to be invalid, illegal or unenforceable, the remaining provisions of this Forbearance Agreement and the other Documents shall remain in full force, if the essential terms and conditions of this Forbearance Agreement and the other Documents for each party remain valid, binding and enforceable.  Any provision of this Forbearance Agreement or any other Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and

DOC ID - 26678635.7 9

the invalidity of a particular provision in a particular jurisdiction shall not invalidate suchprovision in any other jurisdiction.

21.Review and Construction of Documents.  The Company hereby acknowledges, and represents and warrants to the Holder that:

(a)the Company has had the opportunity to consult with legal counsel of their own choice and have been afforded an opportunity to review this Forbearance Agreement with their legal counsel;

(b)the Company has carefully reviewed this Forbearance Agreement and fully understand all terms and provisions of this Forbearance Agreement;

(c)the Company has freely, voluntarily, knowingly and intelligently entered into this Forbearance Agreement of their own free will and volition; and

(d)the Holder has no fiduciary relationship with the Company with respect to the transactions under the Documents, and the relationship between the Holder, on the one hand, and the Company, on the other hand, is solely that of creditor and debtor.

22.Counterparts.  This Forbearance Agreement may be signed in counterparts by the parties hereto, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.  Delivery of an executed counterpart of this Forbearance Agreement by telecopier or electronic mail shall be equally effective as delivery of an original executed counterpart of this Forbearance Agreement.

[Signature Page Follows]

DOC ID - 26678635.7 10

IN WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be executed and delivered as of the date first above written.

COMPANY:

GREAT BASIN SCIENTIFIC, INC.

By _________________________
Name:
Title:  

DOC ID - 26678635.7

HOLDER:
HUDSON BAY MASTER FUND LTD. By: Hudson Bay Capital Management LP, as its Investment Advisor
By:
	Name: Yoav Roth
	Title: Authorized Signatory

DOC ID - 26678635.7

EX-10.6

Exhibit 10.6

[LETTERHEAD OF OTHER INVESTOR]

September 27, 2017

VIA FACSIMILE & ELECTRONIC MAIL

Great Basin Scientific, Inc.
420 E. South Temple, Suite 520
Salt Lake City, Utah 84111
Attention: Jeff Rona, Chief Financial Officer
E-Mail: jrona@gbscience.com
Facsimile: 801-990-1051

Re:Forbearance Agreement

Ladies and Gentlemen:

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 Agreement") and not otherwise defined herein shall have the have the meaning assigned to it in the Notes.

On August 16, 2017, Hudson Bay Master Fund Ltd. ("Hudson Bay") delivered an Event of Default Redemption Notice (the "August Redemption Notice") in accordance with the terms of Section 4(b) of the 2017 Note.  The August Redemption Notice provided, among other things, and without limiting any right Hudson Bay may have with respect to other Events of Default, defaults or breaches by the Company under the Documents (as defined in the August Forbearance Agreement (as defined below)), that the Company admitted in writing, in (i) the Form 12b-25, Notification of Late Filing, dated August 15, 2017, filed with the United States Securities and Exchange Commission, and (ii) an email attached to the August Redemption Notice as Exhibit A, that it is generally unable to pay its debts as they become due, which constitutes an Event of Default as set forth in Section 4(a)(vi)(E) of the 2017 Note (the "2017 Note Specified Event of Default").  On August 21, 2017, Hudson Bay and the Company entered into a Forbearance Agreement (the "August Forbearance Agreement") pursuant to which Hudson Bay agreed to forbear from exercising certain of its rights and remedies subject to the terms and conditions set forth in that August Forbearance Agreement during the Forbearance Period (as defined in the August Forbearance Agreement).

DOC ID - 26684357.5

As used herein, "Documents" means (i) the 2017 Note, (ii) that certain Securities Purchase Agreement dated as of December 28, 2015 by and among the Company, the Holder and the other investors listed on the signature pages attached thereto (the "2015 SPA"), (iii) the other Transaction Documents (as defined in the 2015 SPA), (iv) that certain Securities Purchase Agreement dated as of June 29, 2016 by and among the Company, the Holder and the other investors listed on the signature pages attached thereto (the "2016 SPA"), (v) the other Transaction Documents (as defined in the 2016 SPA), (vi) that certain Amended and Restated Exchange Agreement, dated as of November 2, 2016 by and between the Company and the Holder, (vii) that certain Exchange Agreement, dated as of April 7, 2017 by and between the Company and the Holder, (viii) that certain Exchange Agreement, dated as of April 17, 2017 by and between the Company and the Holder, (ix) the August Redemption Notice, (x) the August Forbearance Agreement; (xi) the New Note, (xii) that certain Securities Purchase Agreement dated as of September 27, 2017 by and among the Company, the Holder and the other investors listed on the signature pages attached thereto (the "2017 SPA"), (xiii) the other Transaction Documents (as defined in the 2017 SPA), and (xiv) any other agreement, document, instrument or writing between the Company and the Holder.

On the date hereof, the Company and the Holder are entering into the New Note, the 2017 SPA and the Transaction Documents (as defined in the 2017 SPA).  This Forbearance Agreement shall also constitute an Event of Default Notice and Event of Default Redemption Notice under Section 4(b) of the New Note.  The Event of Default that has occurred under the New Note is the same as the 2017 Note Specified Event of Default (the "New Note Specified Event of Default," and together with the 2017 Note Specified Event of Default, collectively, the "Specified Event of Default").

This Forbearance Agreement confirms that (i) the 2017 Note Specified Event of Default has occurred and is continuing under the 2017 Note as set forth in the August Redemption Notice and further described in the August Forbearance Agreement and (ii) the New Note Specified Event of Default has occurred and is continuing under the New Note as set forth in this Forbearance Agreement.  The Company has requested that the Holder forbear from exercising certain of its rights and remedies and, subject to the terms and conditions set forth in this Forbearance Agreement, the Holder is willing to forbear from exercising such rights and remedies such during the Forbearance Period (as hereinafter defined).

NOW THEREFORE, the Company and the Holder hereby agree as follows:

1.Acknowledgement of Event of Default.  The Company hereby acknowledges that (a) the Specified Event of Default has occurred and is continuing and has not been cured or waived; and (b) the Specified Event of Default would permit the Holder to, among other things, (i) demand the Company make payment to the Holder of any amount due, or to become due, under the Notes, (ii) redeem the entire outstanding Conversion Amount of the Notes, (iii) commence any legal or other action to collect any or all of the amounts owed under the Notes from the Company or any Collateral, (iv) exercise any secured creditor remedies that Holder may have, including, without limitation, by foreclosing or otherwise realizing upon any or all of the Collateral and or setting off and applying any deposits or other amounts or proceeds of Collateral to the payment of any or all of the Company's obligations under the Notes, and (v) take any other enforcement action or otherwise exercise any or all rights, remedies, powers and privileges

DOC ID - 26684357.5 2

provided for by any or all of the Documents or applicable law or equity (all of the foregoing in this clause (b), the "Remedies").

2.Forbearance and Suspension of Compliance.  Notwithstanding the occurrence of the Specified Event of Default, but subject to Sections 4, 5 and 6 hereof and the provisions of the Documents, the Holder hereby agrees to forbear from exercising any of the Remedies during the Forbearance Period, but solely with respect to the Specified Event of Default; provided, however, that such forbearance shall not apply to, and does not limit, the right of the Holder to charge Interest at the Default Rate in accordance with the Notes at any time after, with respect to the 2017 Note, the date of the delivery of the August Redemption Notice, or, with respect to the New Note, the date hereof.  Subject to the foregoing, neither this Forbearance Agreement nor any course of dealing between or among any of the parties hereto is intended to operate, nor shall they be construed, as a waiver of the Specified Event of Default or any other existing or future Events of Default, as to which all rights and Remedies of the Holder shall remain reserved.  All statutes of limitation applicable to actions that the Holder may be entitled to bring to enforce the Remedies shall be tolled during the Forbearance Period, and each time period provided in each such statute of limitation shall be extended by a period of time equal to the duration of the Forbearance Period.

3.Forbearance Period.  The agreement and forbearance granted pursuant to Section 2 above (the "Forbearance") shall commence on the Effective Date (as defined in Section 4 below) and continue until the earlier of (a) October 22, 2017, and (b) the date on which any Forbearance Termination Event (as defined in Section 6 hereof) occurs (the "Forbearance Period").  The parties hereto agree that notices under the Documents (including notices pursuant to this Forbearance Agreement) shall be provided by the means specified in Section 26 of each Note.  The Holder shall have no obligation to grant any further forbearance.

4.Conditions to Effectiveness.  This Forbearance Agreement, and the Forbearance granted pursuant hereto, shall become effective only upon satisfaction in full of the following conditions precedent on or before September 27, 2017, unless waived in writing by the Holder (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Holder being herein called the "Effective Date"):

(a)The representations and warranties contained in this Forbearance Agreement and in the Documents shall be correct on and as of the Effective Date as though made on and as of such date unless (i) such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, or (ii) to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of the Specified Event of Default; and no default or Event of Default (other than the Specified Events of Default) shall have occurred and be continuing on the Effective Date or result from this Forbearance Agreement becoming effective in accordance with its terms.

(b)The Holder shall have received counterparts of the Forbearance Agreement executed by the Company.

DOC ID - 26684357.5 3

(c)The Company shall have delivered to the Holder (in each case, in form and substance satisfactory to the Holder) any information requested by the Holder as a condition to the effectiveness of this Forbearance Agreement.

(d)The Company shall have reimbursed Holder for all expenses (including the reasonable fees and retainer, disbursements and other charges of counsel to the Holder and other advisors) for which the Holder has provided invoices to the Company prior to the Effective Date.

5.Covenants of the Company.  The Company hereby covenants and agrees, in consideration of the Forbearance granted hereunder, as follows:

(a)The Company shall cooperate with the Holder and its counsel, including any local counsel, with respect to their diligence and other information requests and any matter that is subject to the Forbearance Agreement.

(b)From and after the Effective Date, the Company may not take, or permit any of its Affiliates to take, any action that would otherwise be prohibited during the occurrence of the Specified Event of Default.  Except as expressly set forth in this Forbearance Agreement, all terms, conditions, covenants, representations and warranties contained in the Documents, and all rights and Remedies of the Holder and all of the Indebtedness owed under the Documents shall remain in full force and effect.

(c)The Company shall continue to perform and observe all covenants, terms and conditions and other obligations contained in all of the Documents and this Forbearance Agreement.  The agreements contained in this Section 5 shall survive the termination or expiration of the Forbearance Period.

(d)Each Note shall accrue Interest at the Default Rate in accordance with Section 2 of each Note from the date of this Forbearance Agreement.

6.Termination Events.  The Company acknowledges and agrees that the Forbearance Period shall automatically terminate upon any of the following events (each, a "Forbearance Termination Event"):

(a)The Company fails to pay any amount payable under this Forbearance Agreement or any Document when due.

(b)The Company fails to comply with any term, condition or covenant set forth in this Forbearance Agreement or any Document.

(c)The termination of, or default under, any other forbearance agreement, subordination agreement or other document with an Other Investor (as defined in the 2017 SPA) to which the Company or any of its Affiliates is a party.

(d)Any default or Event of Default under any of the Transaction Documents other than the Specified Event of Default shall occur.

DOC ID - 26684357.5 4

(e)The Holder discovers any inaccuracy in any material respect of any representation, warranty or statement made or deemed made in this Forbearance Agreement or any Document, or any certificate delivered or required to be delivered pursuant thereto.

(f)Any event or condition occurs after the Effective Date that has had or could reasonably be expected to have a Material Adverse Effect.

7.Representations and Warranties of Company.  The Company represents and warrants to the Holder as follows:

(a)The execution, delivery and performance by the Company of this Forbearance Agreement (i) has been duly authorized by all necessary action of the Company, (ii) does not and will not violate or create a default under the Company's organizational documents, any applicable law (of which the Company is aware) or any contractual restriction binding on or otherwise affecting the Company or any of the Company's properties, and (iii) does not and will not result in or require the creation of any new lien, security interest or other charge or encumbrance upon or with respect to the Company's property.

(b)This Forbearance Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

(c)The representations and warranties contained in this Forbearance Agreement and the Documents are correct on and as of the Effective Date as though made on and as of such date unless (i) such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, or (ii) to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of the Specified Event of Default;

(d)No default or Event of Default (other than the Specified Event of Default) has occurred and is continuing on and as of the Effective Date; and

(e)The Holder has not made any assurances concerning (i) the manner in which the Specified Event of Default may be resolved or (ii) any additional forbearance, waiver, restructuring or other accommodations.

8.Release.  The Company, on behalf of itself and its Affiliates, hereby acknowledges and agrees that:  (a) neither it nor any of its Affiliates has any claim or cause of action against the Holder (or any of the Holder's Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) the Holder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Company and their Affiliates under the Documents and any other agreement between the Company and the Holder.  Notwithstanding the foregoing, the Holder desires (and the Company agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Holder' rights, interests, security and/or Remedies under the Documents.  Accordingly, for and in consideration of the agreements contained in this Forbearance Agreement and other good and valuable consideration, the Company (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Holder and each of its

DOC ID - 26684357.5 5

Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the "Released Parties") from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Effective Date arising out of, connected with or related in any way to this Forbearance Agreement, the Notes, any other Document and any other agreement between the Company and the Holder, or any act, event or transaction related or attendant thereto, or the agreements of the Holder contained therein, or the possession, use, operation or control of any of the assets of the Holder, or the making of any loans, or the management of such loans or the Collateral on or prior to the Effective Date.

9.Indemnification; Limitation of Liability for Certain Damages

(a)The Company, on behalf of itself and its Affiliates, hereby expressly acknowledges, agrees and reaffirms its indemnification obligations to the Holder set forth in the Documents.  The Company, on behalf of itself and its Affiliates, further acknowledges, agrees and reaffirms that all such indemnification obligations set forth in the Documents shall survive the expiration of the Forbearance Period and the termination of this Forbearance Agreement, the Notes, the other Documents and the payment in full of any and all amounts due, or to become due, under the Notes per the applicable terms set forth in the Documents.  Notwithstanding the foregoing, such indemnification shall not be available to the extent that such claims, damages, losses, liabilities or related expenses result from the Holder's gross negligence or willful misconduct.

(b)The Company on behalf of itself and its Affiliates agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Holder and all of its respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the "Indemnitees") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) directly incurred by such Indemnitees, whether prior to or from and after the Effective Date as a result of or arising from or relating to or in connection with any of the following:  (i) the negotiation, preparation, execution or performance or enforcement of this Forbearance Agreement and any other Document, (ii) the Holder's furnishing of funds to the Company under any Document and the Company's use of such funds, (iii) the Collateral Agent's reliance on any instructions of the Company or the handling of the Collateral, (iv) any matter relating to the transactions contemplated by this Forbearance Agreement or the other Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Company shall not have any obligation to any Indemnitee under this subsection (b) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction.

(c)To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 9 may be unenforceable because it is violative of any law or public policy, the Company and each of its Affiliates shall, jointly and severally, contribute the

DOC ID - 26684357.5 6

maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

(d)The Company and its Affiliates shall not assert, and each of the Company and its Affiliates hereby waives, any claim against the Indemnitees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Forbearance Agreement or any other Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Note or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of the Company and its Affiliates hereby waives, releases and agrees not to sue upon any such claim or seek any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(e)The indemnities and waivers set forth in this Section 9 shall survive the repayment of the Notes and all obligations thereunder, and the discharge of any Liens granted under the Documents.

10.Affirmation of Indebtedness owed under the Documents.  The Company acknowledges that this Forbearance Agreement constitutes receipt from the Holder of proper notice of default, and subject to the terms and conditions of this Forbearance Agreement, notice of intent to enforce the Remedies.  The Company waives to the extent permitted by law any further notice of default, notice of intent to accelerate, or demand for payment.  Except as modified by this Forbearance Agreement, the Company acknowledges, ratifies, reaffirms, and agrees that each of the Documents are, and will remain, in full force and effect and binding on the Company.  The Company acknowledges, ratifies and reaffirms all of the terms and provisions of the Documents (including, without limitation, the Notes), except as modified herein, which are incorporated by reference as of the Effective Date as if set forth herein including, without limitation, all promises, agreements, warranties, representations, covenants, releases, and indemnifications contained therein.  The Company hereby ratifies and reaffirms its grant of Liens on or security interests in the Collateral pursuant to the Documents to which it is a party as security for the Indebtedness owed under the Documents, and confirms and agrees that such Liens and security interests hereafter secure all of the Indebtedness owed under the Documents, including, without limitation, all additional Indebtedness owed under the Documents hereafter arising or incurred pursuant to or in connection with this Forbearance Agreement or any Document.  All Indebtedness of the Company to the Holder is secured by valid, enforceable and perfected first priority Liens (subject to certain Permitted Liens) in favor of the Collateral Agent, for the benefit of the Holder in all of the Collateral, which Liens are enforceable without offset, defense or counterclaim.  Each of the Documents to which the Company is a party has been duly executed and delivered to the Holder and each is in full force and effect as of the date hereof.  The agreements and obligations of the Company contained in the Documents to which they are a party constitute the legal, valid and binding obligations of the Company, enforceable against them in accordance with their terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and the Company has no offset, defense or counterclaim to the enforcement of such

DOC ID - 26684357.5 7

obligations.  The Holder is and shall be entitled to the rights, remedies and benefits provided for in the Documents, subject to the terms of this Agreement.

11.Outstanding Indebtedness.  The Company hereby acknowledges and agrees that as of the date of this Forbearance Agreement, (i) the aggregate outstanding principal amount of the New Note is $[●] and the Event of Default Redemption Price of the New Note is $[●], and (ii) the aggregate outstanding Conversion Amount of the 2017 Note is [●] and the Event of Default Redemption Price of the 2017 Note is $[●], and that such amounts are payable pursuant to each Note without defense, offset, withholding, counterclaim or deduction of any kind.  The foregoing amount does not include interest (including, without limitation, the Interest at the Default Rate), fees, expenses, amounts owed under the Indemnity provisions of this Forbearance Agreement and the Documents, and other amounts that are chargeable or otherwise reimbursable under the Documents.

12.Termination of Forbearance.  On and after the termination of the Forbearance Period, the Holder's agreement hereunder to forbear shall terminate automatically without further act or action by the Holder.  The Company expressly acknowledges and agrees that the effect of such termination will be to permit the Holder to exercise immediately any and all Remedies available to them under the Documents and this Forbearance Agreement, at law, in equity or otherwise, without any further lapse of time, expiration of applicable grace periods, or (except as otherwise required under provisions of applicable law that cannot be waived) requirements of demand, presentment, or notice, all of which are expressly waived by the Company, and to the same extent as if the Holder had not agreed to forbear in this Forbearance Agreement.  The Holder shall have no obligation whatsoever after the termination of the Forbearance Period to extend the maturity of the Indebtedness owed under the Documents, waive any Events of Default or Defaults, defer any payments, or further forbear from exercising their rights and Remedies.

13.Forbearance Agreement as Exchange Document; Enforcement.  The Company and the Holder hereby acknowledge and agree that this Forbearance Agreement constitutes a "New Exchange Document" under the 2017 Note.  Accordingly, it shall be an Event of Default under the 2017 Note if (a) any representation or warranty made by the Company under or in connection with this Forbearance Agreement shall have been untrue, false or misleading in any material respect when made, or (b) the Company shall fail to perform or observe any term, covenant or agreement contained in this Forbearance Agreement.  Nothing contained in this Forbearance Agreement shall prejudice or otherwise affect the Holder's rights to enforce the provisions contained herein upon the default by the Company in the performance thereof.

14.Reaffirmation.  The Company hereby: (x) acknowledges and agrees that the (i) the New Note is deemed to constitute "Notes" as defined in the 2017 SPA and as used in the Security Agreement (as defined in the 2017 SPA) such that all references in the Security Agreement and other Documents to the "Notes" shall include the New Note, (ii) the 2017 Note is deemed to constitute "Notes" as defined in the 2016 SPA and as used in the Security Agreement (as defined in the 2016 SPA) such that all references in the Security Agreement and other Documents to the "Notes" shall include the 2017 Note, (y) reaffirms its Obligations (as defined in the Security Agreement) and (z) further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Security Agreement, any

DOC ID - 26684357.5 8

other Security Document, the New Notes, the 2017 Notes or the 2016 Notes, to the Collateral Agent for the holders of the 2016 Notes issued pursuant to the 2016 SPA and (y) each holder of the 2016 Notes, as collateral security for the Obligations (as defined in the Security Agreement) in accordance with their respective terms and (z) acknowledges that all of such Liens and all Collateral (as defined in the Security Agreement) heretofore pledged as security for such Obligations, continue to be and remain collateral for such Obligations from and after the date hereof.

15.Headings.  Section headings used herein are for the convenience of the parties only and shall not constitute a part of this Forbearance Agreement for any other purpose.

16.Amendments; Extensions.  The terms of this Forbearance Agreement may be modified, waived, or amended and the Forbearance Period may be extended only by a writing executed by all of the parties hereto.

17.Entire Agreement; Continuing Effect.  This Forbearance Agreement constitutes the entire understanding among the parties hereto as to the subject matter hereof and supersedes any and all prior agreements or understandings concerning the Forbearance by any of the Holder in exercising any of rights against the Company or their properties.  Except as expressly provided herein, the Documents shall continue unchanged and in full force and effect, and all rights, powers and Remedies of the Holder thereunder are expressly reserved and unaltered.

18.Expenses.  The Company hereby agrees to pay all expenses incurred by the Holder in connection with the matters relating to the negotiation, preparation and execution of this Forbearance Agreement, and the modification or enforcement of any of the terms hereof, including, without limitation, the reasonable fees and disbursements of counsel to the Holder.

19.Governing Law; Waiver of Jury Trial.  (a) This Forbearance Agreement shall be governed by, construed under and enforced in accordance with the laws of the State of New York, without regard to choice of law principals.  Each of the Company and the Holder hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Forbearance Agreement or the actions of the Holder in the negotiation, administration, performance or enforcement hereof.

20.Severability.  If any provision of this Forbearance Agreement or any other Document is determined to be invalid, illegal or unenforceable, the remaining provisions of this Forbearance Agreement and the other Documents shall remain in full force, if the essential terms and conditions of this Forbearance Agreement and the other Documents for each party remain valid, binding and enforceable.  Any provision of this Forbearance Agreement or any other Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

21.Review and Construction of Documents.  The Company hereby acknowledges, and represents and warrants to the Holder that:

DOC ID - 26684357.5 9

(a)the Company has had the opportunity to consult with legal counsel of their own choice and have been afforded an opportunity to review this Forbearance Agreement with their legal counsel;

(b)the Company has carefully reviewed this Forbearance Agreement and fully understand all terms and provisions of this Forbearance Agreement;

(c)the Company has freely, voluntarily, knowingly and intelligently entered into this Forbearance Agreement of their own free will and volition; and

(d)the Holder has no fiduciary relationship with the Company with respect to the transactions under the Documents, and the relationship between the Holder, on the one hand, and the Company, on the other hand, is solely that of creditor and debtor.

22.Counterparts.  This Forbearance Agreement may be signed in counterparts by the parties hereto, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.  Delivery of an executed counterpart of this Forbearance Agreement by telecopier or electronic mail shall be equally effective as delivery of an original executed counterpart of this Forbearance Agreement.

[Signature Page Follows]

DOC ID - 26684357.5 10

IN WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be executed and delivered as of the date first above written.

COMPANY:

GREAT BASIN SCIENTIFIC, INC.

By _________________________
Name:
Title:  

DOC ID - 26684357.5

HOLDER:
_______________________________________
By:
	Name:
	Title:

DOC ID - 26684357.5

EX-10.7

Exhibit 10.7

SUBORDINATION AND INTERCREDITOR AGREEMENT

This Subordination and Intercreditor Agreement is executed and delivered as of September 27, 2017 (this "Agreement"), by and between Spring Forth Investments, LLC, a Utah limited liability company (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”).

Recitals:

A.Borrower and the investors listed on a schedule to the Securities Purchase Agreements (collectively, the “Investors”; together with their respective successors and assigns and the Senior Agent, collectively, the "Senior Creditors"), are parties to one or more Securities Purchase Agreements, dated on or about September 27, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, each a “Securities Purchase Agreement” and, collectively, the “Securities Purchase Agreements”), pursuant to which, among other things, the Investors have agreed to purchase the Borrower’s senior secured notes in the aggregate principal amount of up to $2,772,541.54 (collectively, as such notes may be amended, restated, replaced or otherwise modified from time to time, the “Notes”).  

B.It is a condition precedent to the Investors consummating the transactions contemplated by the Securities Purchase Agreements that (i) the Borrower executes and delivers to the Senior Agent a Pledge and Security Agreement (the "Pledge and Security Agreement") providing for the grant to the Senior Agent for the benefit of the Investors of a security interest in all personal property of the Borrower to secure all of the Borrower's obligations under the Securities Purchase Agreements, the Notes and the other Transaction Documents (as defined in the Securities Purchase Agreements) (such Transaction Documents, together with the Securities Purchase Agreements, the Notes and the Pledge and Security Agreement are hereby referred to herein collectively as the "Senior Agreements") and (ii) the Subordinated Creditor executes and delivers this Agreement.

C.Borrower is obligated to the Subordinated Creditor under a Loan and Unit Issuance Agreement, pursuant to which Borrower has issued to the Subordinated Creditor a Promissory Note, dated July 18, 2014, in the amount of $500,000 (as amended by an Amendment to Spring Forth Promissory Note dated July 18, 2016 and an Amendment to Spring Forth Promissory Note dated July 18, 2017 and as otherwise amended, restated, replaced, supplemented or otherwise modified from time to time, the “Spring Forth Note”; together with all other documents and instruments executed in connection therewith, collectively, the "Subordinated Agreements").

NOW THEREFORE, in order to induce the Investors to extend or to continue to extend financial accommodations to Borrower from time to time under the Securities Purchase Agreements, the Notes and the other Senior Agreements executed in connection therewith, and in consideration of such financial accommodations, the Subordinated Creditor agrees as follows:

1. On the terms and subject to the conditions set forth in this Agreement, any and all indebtedness, obligations and liabilities of Borrower to the Subordinated Creditor, including, without limitation, principal, interest, costs, indemnities and other amounts due under the Subordinated Agreements, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, now existing or later arising and whatever the amount and however evidenced, together with all other sums due thereon and all costs of collecting the same (collectively, the "Subordinated Indebtedness"), are subordinated, in right of payment to any and all indebtedness, obligations and liabilities of Borrower to the Senior Creditors, including, without limitation, principal, interest, costs, indemnities and other

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amounts due under the Senior Agreements, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, now existing or later arising and whatever the amount and however evidenced, together with all other sums due thereon and all costs of collecting the same (including, without limitation, reasonable attorney fees) for which Borrower is liable (collectively, the "Senior Indebtedness").

2. The Subordinated Creditor will not ask for, demand, sue for, take or receive (by way of voluntary payment, acceleration, set-off or counterclaim, foreclosure or other realization on security, dividends in bankruptcy or otherwise), or offer to make any discharge or release of, any of the Subordinated Indebtedness.  Notwithstanding anything to the contrary, so long as the Senior Agent has not furnished written notice to the Subordinated Creditor and the Borrower that an “Event of Default” is continuing under the Senior Agreements and stating that further payments upon the Subordinated Indebtedness are thereafter prohibited, the Borrower may pay and the Subordinated Creditor may accept and apply payment of all regularly scheduled principal, accrued interest, fees and expenses payable pursuant to the terms of the Spring Forth Note, in each case as in effect on the date hereof or as later amended in accordance with this Agreement (collectively, “Permitted Payments”).  The Subordinated Creditor shall not exercise any rights of subrogation or other similar rights with respect to the Senior Indebtedness.

3. So long as any Senior Indebtedness remains unpaid or any commitment to extend credit in respect thereof remains outstanding, the Subordinated Creditor will not exercise any of the Subordinated Creditor's rights in any collateral securing the Subordinated Indebtedness that may at any time exist. All liens, security interests and other rights of the Subordinated Creditor in any collateral securing the Subordinated Indebtedness are hereby subordinated to all liens, security interests and other rights of the Senior Creditors now or later existing in any of the same collateral securing the Senior Indebtedness. The Subordinated Creditor waives all rights to require the Senior Agent or the other Senior Creditors to marshal the collateral for the Senior Indebtedness or any other property the Senior Creditors may at any time have as security for the Senior Indebtedness and waives all rights to require the Senior Creditors to first proceed against any guarantor or other person before proceeding against such collateral. The Subordinated Creditor shall not contest the validity, priority or perfection of the Senior Agreements or the Senior Creditor's liens on or security interest in any collateral securing the Senior Indebtedness. The priorities of the Senior Creditors and the Subordinated Creditor in such collateral shall be in accordance with this Agreement, regardless of whether the Senior Creditors' security interest in or lien on such collateral is valid or perfected, and regardless of the time, manner or order of perfection of any such liens and security interests. The Senior Creditors may take action to foreclose or otherwise realize upon, or protect their interest in, the collateral, in accordance with its agreements with the Borrower, at any time, without the consent of the Subordinated Creditor, and the Subordinated Creditor agrees not to interfere in a manner which would defeat or otherwise inhibit the purpose of this Agreement in connection therewith. So long as any part of the Senior Indebtedness is outstanding or any commitment to extend credit in respect thereof remains outstanding, if the Senior Creditors have agreed to release their security interest in any of the collateral in connection with the realization of any of its rights with respect to such collateral in any commercially reasonable disposition, the Senior Creditors are hereby authorized as the Subordinated Creditor’s attorney in fact to execute releases and discharges of the Subordinated Creditor’s liens and security interests in such collateral provided that the Senior Creditors are releasing or discharging the Senior Creditors' security interest in such collateral as part of the same transaction and provided that the Senior Creditors give the Subordinated Creditor five (5) days prior written notice of such release during which such five (5) day period the Subordinated Creditor does not sign and deliver to the Senior Creditors any such releases and discharges. The subordination and postponement in priority, operation and effect of the security interests of the Subordinated Creditor shall have the same force and effect as though the security interests of the

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Senior Creditors had attached and were perfected by filing or otherwise prior to the time the security interests of the Subordinated Creditor attached and/or were perfected.

4. The Subordinated Creditor authorizes and empowers the Senior Creditors to demand, enforce payment by legal proceedings, receive and give acquittances for the Subordinated Indebtedness and to exercise all rights of the Subordinated Creditor in any security now or later held for the Subordinated Indebtedness. The Subordinated Creditor hereby agrees to mark its books of account and the Subordinated Agreements in such a manner as shall be effective to give proper notice of the effect of this Agreement.

The Subordinated Creditor will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that are necessary or that the Senior Creditors may reasonably request in order to protect any right or interest granted or purported to be granted hereunder or to enable the Senior Creditors to exercise and enforce their rights and remedies hereunder and under the Senior Agreements.

If, while any Senior Indebtedness is outstanding or any commitment to extend credit in respect thereof remains outstanding, any Insolvency Event involving the Borrower or any of its subsidiaries shall occur, the Subordinated Creditor shall duly and promptly take such action as the Senior Creditors may reasonably request to collect any payment with respect to the Subordinated Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness.  Upon the failure of the Subordinated Creditor promptly to take any such action, which failure continues for a period in excess of three (3) days, the Senior Creditors are hereby irrevocably authorized and empowered (each in its own name or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in respect of the Subordinated Indebtedness and to file claims and proofs of claim and take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Subordinated Creditor with respect to the Subordinated Indebtedness.  

“Insolvency Event” means the Borrower or any of its subsidiaries shall have:

(a)applied for, consented to, or acquiesced in, the appointment of a trustee, receiver, sequestrator or other custodian for it or any of its property, or made a general assignment for the benefit of creditors;

(b)in the absence of such application, consent or acquiescence, permitted or suffered to exist the appointment of a trustee, receiver, sequestrator or other custodian for it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not have been discharged within 30 days; or

(c)permitted or suffered to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of it, and, if any such case or proceeding was not commenced by it, such case or proceeding shall have been consented to or acquiesced in by it or shall have resulted in the entry of an order for relief or shall have remained for 30 days undismissed.

5. Except for Permitted Payments, should any payment, distribution or security or proceeds from any such payment, distribution or security be received by the Subordinated Creditor upon or with respect to the Subordinated Indebtedness prior to the satisfaction in full of the Senior Indebtedness and the termination of all commitments in respect thereof, the Subordinated Creditor shall immediately deliver same to the Senior Agent, in the form received (except for endorsement or assignment by the Subordinated Creditor where required by the Senior Agent), for application to the Senior Indebtedness (whether or not then due

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and in such order of maturity as the Senior Creditors elect) and, until so delivered, the same shall be held in trust by theSubordinated Creditor as the property of the Senior Creditors.

6. The Subordinated Creditor represents, warrants and agrees that it has not made or permitted to be made and shall not make or permit any assignment, transfer, pledge, or disposition for collateral purposes or otherwise, of all or any part of the Subordinated Indebtedness or any collateral or other security for the Subordinated Indebtedness so long as this Agreement remains in effect unless (a) the Senior Agent is given fifteen (15) business days' prior written notice of such transfer or other assignment, (b) such transfer or other assignment is made expressly subject to the terms of this Agreement and (c) the party that acquires such interest to the Subordinated Indebtedness or such collateral or other security executes and delivers a joinder to this Agreement in form and substance acceptable to the Senior Agent and otherwise agrees to be bound by the terms hereof.

7. This Agreement constitutes a continuing agreement of subordination until all Senior Indebtedness has been paid in full and all commitments of the Senior Creditors to extend credit have been terminated. The Senior Creditors may continue, in reliance on this Agreement, without notice to the Subordinated Creditor, to lend monies, extend credit, modify, renew or make other financial accommodations, to or for the account of Borrower. This Agreement and the subordination of liens and indebtedness hereunder may not be revoked, rescinded, conditioned or otherwise modified without the prior written consent of the Senior Agent.

8. The Subordinated Creditor shall indemnify the Senior Creditors against all claims, damages, costs, and expenses, including, without limit, reasonable attorneys' fees, incurred by the Senior Creditors in connection with any suit, claim or action arising out this Agreement, except to the extent of the Senior Creditors' gross negligence or willful misconduct determined by a final non-appealable judgement of a court of competent jurisdiction.  

9. The Subordinated Creditor delivers this Agreement based solely on the Subordinated Creditor's independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by the Senior Creditors. The Subordinated Creditor assumes full responsibility for obtaining any further information concerning Borrower's financial condition, the status of the Senior Indebtedness or any other matter which the Subordinated Creditor may deem necessary or appropriate now or later.  The Subordinated Creditor waives any duty on the part of the Senior Creditors, and agrees that the Subordinated Creditor is not relying upon nor expecting the Senior Creditors to disclose to the Subordinated Creditor any fact now or later known by the Senior Creditors, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Senior Indebtedness, the occurrence of any default with respect to the Senior Indebtedness, or otherwise, notwithstanding any effect such fact may have upon the Subordinated Creditor's risk or the Subordinated Creditor's rights against Borrower. The Subordinated Creditor knowingly accepts the full range of risk encompassed in this Agreement, which risk includes, without limit, the possibility that Borrower may incur additional Senior Indebtedness owing to the Senior Creditors after the financial condition of Borrower, or its ability to pay Borrower's debts as they mature, has deteriorated. The Subordinated Creditor acknowledges and agrees that the Senior Creditors’ rights under this Agreement are not conditioned upon pursuit by the Senior Creditors of any remedy the Senior Creditors may have against Borrower or any other person or any other security. The absence of Borrower's signature at the end of this Agreement shall in no way impair or affect the validity of this Agreement.

10. The Senior Creditors, in their sole discretion, without notice to the Subordinated Creditor, may release, exchange, enforce and otherwise deal with any security now or later held by the Senior Creditors for

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payment of the Senior Indebtedness or release any party now or later liable for payment of the Senior Indebtedness without affecting in any manner the rights of the Senior Creditors under this Agreement. The Subordinated Creditor acknowledges and agrees that the Senior Creditors have no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Senior Indebtedness, and the Subordinated Creditor is not relying upon assets in which the Senior Creditors have or may have a lien or security interest for payment of the Senior Indebtedness.  

11. Notwithstanding any prior revocation, termination, surrender, or discharge of this Agreement in whole or in part, the effectiveness of this Agreement shall automatically continue or be reinstated in the event that any payment received or credit given by the Senior Creditors in respect of the Senior Indebtedness is returned, disgorged, or rescinded under any applicable state or federal law, including, without limitation, laws pertaining to bankruptcy or insolvency, in which case this Agreement, shall be enforceable against the Subordinated Creditor as if the returned, disgorged, or rescinded payment or credit had not been received or given by the Senior Creditors, and whether or not the Senior Creditors relied upon this payment or credit or changed its position as a consequence of it.  In the event of continuation or reinstatement of this Agreement, the Subordinated Creditor agrees upon demand by the Senior Creditors to execute and deliver to the Senior Creditors those documents which the Senior Creditors determine are appropriate to further evidence (in the public records or otherwise) this continuation or reinstatement, although the failure of the Subordinated Creditor to do so shall not affect in any way the reinstatement or continuation.    

12. The Subordinated Creditor waives any right to require the Senior Creditors to: (a) proceed against any person or property; (b) give notice of the terms, time and place of any public or private sale of personal property security held from Borrower or any other person, or otherwise comply with the provisions of Sections 9-611 or 9-621 of the New York or other applicable Uniform Commercial Code, as the same may be amended, revised or replaced from time to time; or (c) pursue any other remedy in the Senior Creditors' power.  The Subordinated Creditor waives notice of acceptance of this Agreement and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of default, notice of intent to accelerate or demand payment of any Senior Indebtedness, any and all other notices to which the Subordinated Creditor might otherwise be entitled, and diligence in collecting any Senior Indebtedness, and agrees that the Senior Creditors may, once or any number of times, modify the terms of any Senior Indebtedness, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any or all Senior Indebtedness, or permit the Borrower to incur additional Senior Indebtedness, all without notice to the Subordinated Creditor and without affecting in any manner the subordination of the indebtedness and liens hereunder and the unconditional obligations of the Subordinated Creditor under this Agreement.  So long as any Senior Indebtedness remains unpaid or any commitment to extend credit in respect thereof remains outstanding, the Subordinated Creditor shall not, without the prior written consent of the Senior Agent, agree to any amendment, modification or supplement to the Subordinated Agreements.

13. The Subordinated Creditor acknowledges that the Senior Creditors have the right to sell, assign, transfer, negotiate or grant participations or any interest in, any or all of the Senior Indebtedness and any related obligations, including without limitation this Agreement. In connection with the above, but without limiting its ability to make other disclosures to the full extent allowable, the Senior Creditors may disclose all documents and information which the Senior Creditors now or later have or acquire relating to the Subordinated Creditor and this Agreement, however obtained. The Subordinated Creditor further agrees that the Senior Creditors may disclose such documents and information to the Borrower.  The Subordinated Creditor further agrees that each Senior Creditor may provide information relating to this Agreement or relating to the Subordinated Creditor to such Senior Creditor's parent, affiliates, subsidiaries, advisors and service providers (if any).

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14. No waiver or modification of any of its rights under this Agreement shall be effective unless the waiver or modification shall be in writing and signed by an authorized representative on behalf of each of the Senior Creditorsand the Subordinated Creditor. Each waiver or modification shall be a waiver or modification only with respect to the specific matter to which the waiver or modification relates and shall in no way impair the rights or obligations of the Senior Creditorsor the Subordinated Creditor in any other respect.

15. This Agreement shall bind and be for the benefit of the Subordinated Creditor, and the Senior Creditors and their respective successors and assigns, and shall be construed according to the laws of the State of New York, without regard to conflict of laws principles.  If this Agreement is executed by two or more persons, it shall bind each of them individually as well as jointly.

16. The term "Borrower", as used in this Agreement, includes any person, corporation, partnership or other entity which succeeds to the interests or business of Borrower named above, and the terms "Senior Indebtedness" and "Subordinated Indebtedness" include indebtedness of any successor Borrower to the Senior Creditors and the Subordinated Creditor.

17. The Subordinated Creditor agrees to reimburse the Senior Creditors, upon demand for any and all costs and expenses (including, without limitation, court costs, legal fees, and reasonable attorney fees whether inside or outside counsel is used, whether or not suit is instituted and, if instituted, whether at the trial or appellate level, in a bankruptcy, probate or administrative proceeding, or otherwise) incurred in enforcing any of the duties and obligations of the Subordinated Creditor under this Agreement.

18. The Subordinated Creditor waives any defense against the enforceability of this Agreement based upon or arising by reason of the application by Borrower of the proceeds of any indebtedness for purposes other than the purposes represented by Borrower to any Senior Creditor or the Subordinated Creditor or intended or understood by the Senior Creditors or the Subordinated Creditor.

19. The relative priorities of the security interests of the Senior Creditors and the Subordinated Creditor in the collateral as set forth in this Agreement control irrespective of the time, method or order of attachment or perfection of the liens and security interests acquired by the parties in the collateral and irrespective of the priorities as would otherwise be determined by reference to the Uniform Commercial Code or other applicable laws. The Subordinated Creditor shall not contest the validity, priority or perfection of the Senior Creditors’ security interest in the collateral (regardless of whether the Senior Creditors’ security interest in the collateral is valid or perfected). The priorities of any liens or security interests of the parties in any property of the Borrower other than the collateral are not affected by this Agreement and shall be determined by reference to applicable law. The rights of the Senior Creditors under this Agreement are in addition to, and not in substitution of, its rights under any other subordination agreement with the Subordinated Creditor.   

20. THE SUBORDINATED CREDITOR AND THE SENIOR AGENT ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.

21. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL COURT OR NEW YORK STATE COURT SITTING IN THE

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CITY OF NEW YORK, BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH UNITED STATES FEDERAL COURT OR NEW YORK STATE COURT.  EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY COURT IN OR OF THE STATE OF NEW YORK BY THE DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESSES SPECIFIED ON THE SIGNATURE PAGES OR BY CERTIFIED MAIL DIRECTED TO SUCH ADDRESS OR SUCH OTHER ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY IN A NOTICE TO THE OTHER PARTIES THAT COMPLIES AS TO DELIVERY WITH THE TERMS OF THE LAST PARAGRAPH OF THIS AGREEMENT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE SENIOR CREDITORS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR LIMIT THE RIGHT OF ANY THE SENIOR CREDITORS TO BRING ANY SUCH ACTION OR PROCEEDING AGAINST THE SUBORDINATED CREDITOR IN THE COURTS WITH SUBJECT MATTER JURISDICTION OF ANY OTHER JURISDICTION. SUBORDINATED CREDITOR IRREVOCABLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH SUIT OR PROCEEDING IN THE ABOVE DESCRIBED COURTS.

22. Except as expressly provided otherwise in this Agreement, all notices and other communications provided to any party hereto under this Agreement shall be in writing and shall be given by personal delivery, by mail or by reputable overnight courier and addressed or delivered to it at its address set forth on signature pages hereto or at such other address as may be designated by such party in a notice to the other parties that complies as to delivery with the terms of this paragraph. Any notice, if personally delivered or if mailed and properly addressed with postage prepaid and sent by registered or certified mail, shall be deemed given when received or when delivery is refused; any notice, if given to a reputable overnight courier and properly addressed, shall be deemed given two (2) business days after the date on which it was sent, unless it is actually received sooner by the named addressee.

23. The Subordinated Creditor irrevocably consents to, and waives any default, event of default, mandatory prepayment or liquidity event arising from the execution, delivery and performance by the parties thereto of the Securities Purchase Agreements, the Notes and the other Senior Agreements, and any security interests and other transactions contemplated by any of the foregoing.  In addition, notwithstanding anything to the contrary in the Subordinated Agreements, the Subordinated Creditor hereby consents to the grant by the Borrower of a security interest in, and lien on, the assets of the Borrower in favor of the Senior Agent and the other Senior Creditors.

[Signature Page Follows]

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IN WITNESS WHEREOF, theSubordinated Creditor and the Senior Agent have caused this Agreement to be executed as ofthe date first written above.

SPRING FORTH INVESTMENTS, LLCSUBORDINATED CREDITOR'S ADDRESS:

11201 S Susan Drive

Name: David R. Spaffordstreet address

Title: Manager

SandyUtah84092

citystatezip

[SIGNATURE PAGE TO SUBORDINATION AGREEMENT]

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HUDSON BAY MASTER FUND LTD.,SENIOR AGENT'S ADDRESS:

as collateral agent

Name:street address

Title:

citystatezip

[SIGNATURE PAGE TO SUBORDINATION AGREEMENT]

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BORROWER'S ACKNOWLEDGMENT

Great Basin Scientific, Inc. (the "Borrower") accepts notice of subordination created by this Agreement and agrees that it will take no action inconsistent with this Agreement and that, except with the prior written approval of the Senior Creditors in accordance with the terms of the Securities Purchase Agreements or otherwise as expressly permitted under the terms of the Agreement, no payment or distribution shall be made by Borrower on or with respect to the Subordinated Indebtedness, so long as this Agreement remains in effect.

GREAT BASIN SCIENTIFIC, INC.BORROWER'S ADDRESS

BY:2441 South 3850 West

Name: Ryan Ashtonstreet address

Title:PresidentSalt Lake CityUtah84120

citystatezip

Dated:  ______________________________, 2017

[SIGNATURE PAGE TO SUBORDINATION AGREEMENT]

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EX-10.8

Exhibit 10.8

SUBORDINATION AND INTERCREDITOR AGREEMENT

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”).

Recitals:

A.Borrower and the investors listed on a schedule to the Securities Purchase Agreements (collectively, the “Investors”; together with their respective successors and assigns and the Senior Agent, collectively, the "Senior Creditors"), are parties to one or more Securities Purchase Agreements, dated on or about September 27, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, each a “Securities Purchase Agreement” and, collectively, the “Securities Purchase Agreements”), pursuant to which, among other things, the Investors have agreed to purchase the Borrower’s senior secured notes in the aggregate principal amount of up to $2,772,541.54 (collectively, as such notes may be amended, restated, replaced or otherwise modified from time to time, the “Notes”).  

B.It is a condition precedent to the Investors consummating the transactions contemplated by the Securities Purchase Agreements that (i) the Borrower executes and delivers to the Senior Agent a Pledge and Security Agreement (the "Pledge and Security Agreement") providing for the grant to the Senior Agent for the benefit of the Investors of a security interest in all personal property of the Borrower to secure all of the Borrower's obligations under the Securities Purchase Agreements, the Notes and the other Transaction Documents (as defined in the Securities Purchase Agreements) (such Transaction Documents, together with the Securities Purchase Agreements, the Notes and the Pledge and Security Agreement are hereby referred to herein collectively as the "Senior Agreements") and (ii) the Subordinated Creditor executes and delivers this Agreement.

C.Borrower is obligated to the Subordinated Creditor under (a) a Purchase-Money Promissory Note, dated as of April 13, 2017, in the principal amount of $1,184,466.92 (as amended, restated, replaced, exchanged, supplemented or otherwise modified from time to time, the “UAF Note”) and (b) a Purchase-Money Security Agreement, dated as of April 13, 2017, by Borrower in favor of the Subordinated Creditor (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Subordinated Security Agreement” and together with the UAF Note and all other agreements, documents and instruments executed or delivered in connection therewith, including the Loan Documents (as defined in the Subordinated Security Agreement), collectively, the "Subordinated Agreements").  

NOW THEREFORE, in order to induce the Investors to extend or to continue to extend financial accommodations to Borrower from time to time under the Securities Purchase Agreements, the Notes and the other Senior Agreements executed in connection therewith, and in consideration of such financial accommodations, the Subordinated Creditor agrees as follows:

1. On the terms and subject to the conditions set forth in this Agreement, any and all indebtedness, obligations and liabilities of Borrower to the Subordinated Creditor, including, without limitation, principal, interest, costs, indemnities and other amounts due under the Subordinated Agreements, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, now existing or later arising and whatever the amount and however evidenced, together with all other sums due thereon and all costs of collecting the same (collectively, the "Subordinated Indebtedness"), are

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subordinated, in right of payment to any and all indebtedness, obligations and liabilities of Borrower to the Senior Creditors, including, without limitation, principal, interest, costs, indemnities and otheramounts due under the Senior Agreements, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, now existing or later arising and whatever the amount and however evidenced, together with all other sums due thereon and all costs of collecting the same (including, without limitation, reasonable attorney fees) for which Borrower is liable (collectively, the "Senior Indebtedness").

2. The Subordinated Creditor will not ask for, demand, sue for, take or receive (by way of voluntary payment, acceleration, set-off or counterclaim, foreclosure or other realization on security, dividends in bankruptcy or otherwise), or offer to make any discharge or release of, any of the Subordinated Indebtedness.  Notwithstanding anything to the contrary, so long as the Senior Agent has not furnished written notice to the Subordinated Creditor and the Borrower that an “Event of Default” is continuing under the Senior Agreements and stating that further payments upon the Subordinated Indebtedness are thereafter prohibited, the Borrower may pay and the Subordinated Creditor may accept and apply payment of all regularly scheduled principal, accrued interest, fees and expenses payable pursuant to the terms of the UAF Note, in each case as in effect on the date hereof or as later amended in accordance with this Agreement (collectively, “Permitted Payments”). The Subordinated Creditor shall not exercise any rights of subrogation or other similar rights with respect to the Senior Indebtedness.

3. So long as any Senior Indebtedness remains unpaid or any commitment to extend credit in respect thereof remains outstanding, the Subordinated Creditor will not exercise any of the Subordinated Creditor's rights in any collateral securing the Subordinated Indebtedness that may at any time exist (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)). All liens, security interests and other rights of the Subordinated Creditor in any collateral securing the Subordinated Indebtedness (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)) are hereby subordinated to all liens, security interests and other rights of the Senior Creditors now or later existing in any of the same collateral securing the Senior Indebtedness. The Subordinated Creditor waives all rights to require the Senior Agent or the other Senior Creditors to marshal the collateral for the Senior Indebtedness or any other property the Senior Creditors may at any time have as security for the Senior Indebtedness and waives all rights to require the Senior Creditors to first proceed against any guarantor or other person before proceeding against such collateral. The Subordinated Creditor shall not contest the validity, priority or perfection of the Senior Agreements or the Senior Creditor's liens on or security interest in any collateral securing the Senior Indebtedness. The priorities of the Senior Creditors and the Subordinated Creditor in such collateral shall be in accordance with this Agreement, regardless of whether the Senior Creditors' security interest in or lien on such collateral is valid or perfected, and regardless of the time, manner or order of perfection of any such liens and security interests. The Senior Creditors may take action to foreclose or otherwise realize upon, or protect their interest in, the collateral (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)), in accordance with its agreements with the Borrower, at any time, without the consent of the Subordinated Creditor, and the Subordinated Creditor agrees not to interfere in a manner which would defeat or otherwise inhibit the purpose of this Agreement in connection therewith. So long as any part of the Senior Indebtedness is outstanding or any commitment to extend credit in respect thereof remains outstanding, if the Senior Creditors have agreed to release their security interest in any of the collateral (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)) in connection with the realization of any of its rights with respect to such collateral in any commercially reasonable disposition, the Senior Creditors are hereby authorized as the Subordinated Creditor’s attorney in fact to execute releases and discharges of the Subordinated Creditor’s liens and security interests in such collateral provided that the Senior Creditors are releasing or discharging the Senior Creditors' security interest in

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such collateral as part of the same transaction and provided that the Senior Creditors givetheSubordinated Creditor five (5) days prior written notice of such release during which such five (5) day period theSubordinated Creditor does not sign and deliver to the Senior Creditorsany such releases and discharges. The subordination and postponement in priority, operation and effect of the security interests of the Subordinated Creditor shall have the same force and effect as though the security interests of the Senior Creditorshad attached and were perfected by filing or otherwise prior to the time the security interests of theSubordinated Creditor attached and/or were perfected.

4. The Subordinated Creditor authorizes and empowers the Senior Creditors to demand, enforce payment by legal proceedings, receive and give acquittances for the Subordinated Indebtedness and to exercise all rights of the Subordinated Creditor in any security now or later held for the Subordinated Indebtedness (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)). The Subordinated Creditor hereby agrees to mark its books of account, the Collateral (as defined in the Subordinated Security Agreement) and the Subordinated Agreements in such a manner as shall be effective to give proper notice of the effect of this Agreement.

The Subordinated Creditor will at its expense and at any time and from time to time promptly execute and deliver all further instruments and documents and take all further action that are necessary or that the Senior Creditors may reasonably request in order to protect any right or interest granted or purported to be granted hereunder or to enable the Senior Creditors to exercise and enforce their rights and remedies hereunder and under the Senior Agreements.

If, while any Senior Indebtedness is outstanding or any commitment to extend credit in respect thereof remains outstanding, any Insolvency Event involving the Borrower or any of its subsidiaries shall occur, the Subordinated Creditor shall duly and promptly take such action as the Senior Creditors may reasonably request to collect any payment with respect to the Subordinated Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness.  Upon the failure of the Subordinated Creditor promptly to take any such action, which failure continues for a period in excess of three (3) days, the Senior Creditors are hereby irrevocably authorized and empowered (each in its own name or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in respect of the Subordinated Indebtedness and to file claims and proofs of claim and take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Subordinated Creditor with respect to the Subordinated Indebtedness.  

“Insolvency Event” means the Borrower or any of its subsidiaries shall have:

(a)applied for, consented to, or acquiesced in, the appointment of a trustee, receiver, sequestrator or other custodian for it or any of its property, or made a general assignment for the benefit of creditors;

(b)in the absence of such application, consent or acquiescence, permitted or suffered to exist the appointment of a trustee, receiver, sequestrator or other custodian for it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not have been discharged within 30 days; or

(c)permitted or suffered to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of it, and, if any such case or proceeding was not commenced by it, such case or proceeding shall have been consented to or acquiesced in by it or shall have resulted in the entry of an order for relief or shall have remained for 30 days undismissed.

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5. Except for Permitted Payments, should any payment, distribution or security or proceeds from any such payment, distribution or security be received by theSubordinated Creditor upon or with respect to the Subordinated Indebtedness prior to the satisfaction in full of the Senior Indebtedness and the termination of all commitments in respect thereof,theSubordinated Creditor shall immediately deliver same to the Senior Agent, in the form received (except for endorsement or assignment by theSubordinated Creditor where required by the Senior Agent), for application to the Senior Indebtedness (whether or not then due and in such order of maturity as the Senior Creditors elect) and, until so delivered, the same shall be held in trust by theSubordinated Creditor as the property of the Senior Creditors.

6. The Subordinated Creditor represents, warrants and agrees that it has not made or permitted to be made and shall not make or permit any assignment, transfer, pledge, or disposition for collateral purposes or otherwise, of all or any part of the Subordinated Indebtedness or any collateral or other security for the Subordinated Indebtedness (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)) so long as this Agreement remains in effect unless (a) the Senior Agent is given fifteen (15) business days' prior written notice of such transfer or other assignment, (b) such transfer or other assignment is made expressly subject to the terms of this Agreement and (c) the party that acquires such interest to the Subordinated Indebtedness or such collateral or other security executes and delivers a joinder to this Agreement in form and substance acceptable to the Senior Agent and otherwise agrees to be bound by the terms hereof.

7. This Agreement constitutes a continuing agreement of subordination until all Senior Indebtedness has been paid in full and all commitments of the Senior Creditors to extend credit have been terminated. The Senior Creditors may continue, in reliance on this Agreement, without notice to the Subordinated Creditor, to lend monies, extend credit, modify, renew or make other financial accommodations, to or for the account of Borrower. This Agreement and the subordination of liens and indebtedness hereunder may not be revoked, rescinded, conditioned or otherwise modified without the prior written consent of the Senior Agent.

8. The Subordinated Creditor shall indemnify the Senior Creditors against all claims, damages, costs, and expenses, including, without limit, reasonable attorneys' fees, incurred by the Senior Creditors in connection with any suit, claim or action arising out this Agreement, except to the extent of the Senior Creditors' gross negligence or willful misconduct determined by a final non-appealable judgement of a court of competent jurisdiction.  

9. The Subordinated Creditor delivers this Agreement based solely on the Subordinated Creditor's independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by the Senior Creditors. The Subordinated Creditor assumes full responsibility for obtaining any further information concerning Borrower's financial condition, the status of the Senior Indebtedness or any other matter which the Subordinated Creditor may deem necessary or appropriate now or later.  The Subordinated Creditor waives any duty on the part of the Senior Creditors, and agrees that the Subordinated Creditor is not relying upon nor expecting the Senior Creditors to disclose to the Subordinated Creditor any fact now or later known by the Senior Creditors, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Senior Indebtedness, the occurrence of any default with respect to the Senior Indebtedness, or otherwise, notwithstanding any effect such fact may have upon the Subordinated Creditor's risk or the Subordinated Creditor's rights against Borrower. The Subordinated Creditor knowingly accepts the full range of risk encompassed in this Agreement, which risk includes, without limit, the possibility that Borrower may incur additional Senior Indebtedness owing to the Senior Creditors after the financial condition of Borrower, or its ability to pay Borrower's debts as they mature, has deteriorated. The

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Subordinated Creditor acknowledges and agrees that the Senior Creditors’rights under this Agreement are not conditioned upon pursuit by the Senior Creditorsof any remedy the Senior Creditorsmay have against Borrower or any other person or any other security. The absence of Borrower's signature at the end of this Agreement shall in no way impair or affect the validity of this Agreement.

10. The Senior Creditors, in their sole discretion, without notice to the Subordinated Creditor, may release, exchange, enforce and otherwise deal with any security now or later held by the Senior Creditors (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)) for payment of the Senior Indebtedness or release any party now or later liable for payment of the Senior Indebtedness without affecting in any manner the rights of the Senior Creditors under this Agreement. The Subordinated Creditor acknowledges and agrees that the Senior Creditors have no obligation to acquire or perfect any lien on or security interest in any asset(s) (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)), whether realty or personalty, to secure payment of the Senior Indebtedness, and the Subordinated Creditor is not relying upon assets in which the Senior Creditors have or may have a lien or security interest for payment of the Senior Indebtedness.  

11. Notwithstanding any prior revocation, termination, surrender, or discharge of this Agreement in whole or in part, the effectiveness of this Agreement shall automatically continue or be reinstated in the event that any payment received or credit given by the Senior Creditors in respect of the Senior Indebtedness is returned, disgorged, or rescinded under any applicable state or federal law, including, without limitation, laws pertaining to bankruptcy or insolvency, in which case this Agreement, shall be enforceable against the Subordinated Creditor as if the returned, disgorged, or rescinded payment or credit had not been received or given by the Senior Creditors, and whether or not the Senior Creditors relied upon this payment or credit or changed its position as a consequence of it.  In the event of continuation or reinstatement of this Agreement, the Subordinated Creditor agrees upon demand by the Senior Creditors to execute and deliver to the Senior Creditors those documents which the Senior Creditors determine are appropriate to further evidence (in the public records or otherwise) this continuation or reinstatement, although the failure of the Subordinated Creditor to do so shall not affect in any way the reinstatement or continuation.    

12. The Subordinated Creditor waives any right to require the Senior Creditors to: (a) proceed against any person or property; (b) give notice of the terms, time and place of any public or private sale of personal property security held from Borrower or any other person (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)), or otherwise comply with the provisions of Sections 9-611 or 9-621 of the New York or other applicable Uniform Commercial Code, as the same may be amended, revised or replaced from time to time; or (c) pursue any other remedy in the Senior Creditors' power.  The Subordinated Creditor waives notice of acceptance of this Agreement and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of default, notice of intent to accelerate or demand payment of any Senior Indebtedness, any and all other notices to which the Subordinated Creditor might otherwise be entitled, and diligence in collecting any Senior Indebtedness, and agrees that the Senior Creditors may, once or any number of times, modify the terms of any Senior Indebtedness, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any or all Senior Indebtedness, or permit the Borrower to incur additional Senior Indebtedness, all without notice to the Subordinated Creditor and without affecting in any manner the subordination of the indebtedness and liens hereunder and the unconditional obligations of the Subordinated Creditor under this Agreement.  So long as any Senior Indebtedness remains unpaid or any commitment to extend credit in respect thereof remains outstanding, the Subordinated Creditor shall not, without the prior written consent of the Senior Agent, agree to any amendment, modification or supplement to the Subordinated Agreements.

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13. TheSubordinated Creditor acknowledges that the Senior Creditors havethe right to sell, assign, transfer, negotiate or grant participations or any interest in, any or all of the Senior Indebtedness and any related obligations, including without limitation this Agreement. In connection with the above, but without limiting its ability to make other disclosures to the full extent allowable, the Senior Creditorsmay disclose all documents and information which the Senior Creditorsnow or later have or acquire relating to theSubordinated Creditor and this Agreement, however obtained. TheSubordinated Creditor further agrees that the Senior Creditorsmay disclose such documents and information to the Borrower.  TheSubordinated Creditor further agrees that each Senior Creditormay provide information relating to this Agreement or relating to theSubordinated Creditor to suchSenior Creditor'sparent, affiliates, subsidiaries, advisors and service providers (if any).

14. No waiver or modification of any of its rights under this Agreement shall be effective unless the waiver or modification shall be in writing and signed by an authorized representative on behalf of each of the Senior Creditors and the Subordinated Creditor. Each waiver or modification shall be a waiver or modification only with respect to the specific matter to which the waiver or modification relates and shall in no way impair the rights or obligations of the Senior Creditors or the Subordinated Creditor in any other respect.

15. This Agreement shall bind and be for the benefit of the Subordinated Creditor, and the Senior Creditors and their respective successors and assigns, and shall be construed according to the laws of the State of New York, without regard to conflict of laws principles.  If this Agreement is executed by two or more persons, it shall bind each of them individually as well as jointly.

16. The term "Borrower", as used in this Agreement, includes any person, corporation, partnership or other entity which succeeds to the interests or business of Borrower named above, and the terms "Senior Indebtedness" and "Subordinated Indebtedness" include indebtedness of any successor Borrower to the Senior Creditors and the Subordinated Creditor.

17. The Subordinated Creditor agrees to reimburse the Senior Creditors, upon demand for any and all costs and expenses (including, without limitation, court costs, legal fees, and reasonable attorney fees whether inside or outside counsel is used, whether or not suit is instituted and, if instituted, whether at the trial or appellate level, in a bankruptcy, probate or administrative proceeding, or otherwise) incurred in enforcing any of the duties and obligations of the Subordinated Creditor under this Agreement.

18. The Subordinated Creditor waives any defense against the enforceability of this Agreement based upon or arising by reason of the application by Borrower of the proceeds of any indebtedness for purposes other than the purposes represented by Borrower to any Senior Creditor or the Subordinated Creditor or intended or understood by the Senior Creditors or the Subordinated Creditor.

19. The relative priorities of the security interests of the Senior Creditors and the Subordinated Creditor in the collateral (including, without limitation, the Collateral (as defined in the Subordinated Security Agreement)) as set forth in this Agreement control irrespective of the time, method or order of attachment or perfection of the liens and security interests acquired by the parties in the collateral and irrespective of the priorities as would otherwise be determined by reference to the Uniform Commercial Code or other applicable laws. The Subordinated Creditor shall not contest the validity, priority or perfection of the Senior Creditors’ security interest in the collateral (regardless of whether the Senior Creditors’ security interest in the collateral is valid or perfected). The priorities of any liens or security interests of the parties in any property of the Borrower other than the collateral are not affected by this Agreement and shall be determined by reference to applicable law. The rights of the Senior Creditors under this Agreement are in

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addition to, and not in substitution of, its rights under any other subordination agreement withtheSubordinated Creditor.

20. THE SUBORDINATED CREDITOR AND THE SENIOR AGENT ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.

21. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL COURT OR NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH UNITED STATES FEDERAL COURT OR NEW YORK STATE COURT.  EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY COURT IN OR OF THE STATE OF NEW YORK BY THE DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESSES SPECIFIED ON THE SIGNATURE PAGES OR BY CERTIFIED MAIL DIRECTED TO SUCH ADDRESS OR SUCH OTHER ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY IN A NOTICE TO THE OTHER PARTIES THAT COMPLIES AS TO DELIVERY WITH THE TERMS OF THE LAST PARAGRAPH OF THIS AGREEMENT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE SENIOR CREDITORS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR LIMIT THE RIGHT OF ANY THE SENIOR CREDITORS TO BRING ANY SUCH ACTION OR PROCEEDING AGAINST THE SUBORDINATED CREDITOR IN THE COURTS WITH SUBJECT MATTER JURISDICTION OF ANY OTHER JURISDICTION. SUBORDINATED CREDITOR IRREVOCABLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH SUIT OR PROCEEDING IN THE ABOVE DESCRIBED COURTS.

22. Except as expressly provided otherwise in this Agreement, all notices and other communications provided to any party hereto under this Agreement shall be in writing and shall be given by personal delivery, by mail or by reputable overnight courier and addressed or delivered to it at its address set forth on signature pages hereto or at such other address as may be designated by such party in a notice to the other parties that complies as to delivery with the terms of this paragraph. Any notice, if personally delivered or if mailed and properly addressed with postage prepaid and sent by registered or certified mail, shall be deemed given when received or when delivery is refused; any notice, if given to a reputable overnight courier and properly addressed, shall be deemed given two (2) business days after the date on which it was sent, unless it is actually received sooner by the named addressee.

23. The Subordinated Creditor irrevocably consents to, and waives any default, event of default, mandatory prepayment or liquidity event arising from the execution, delivery and performance by the parties thereto of the Securities Purchase Agreements, the Notes and the other Senior Agreements, and any security interests and other transactions contemplated by any of the foregoing.  In addition, notwithstanding anything to the contrary in the Subordinated Agreements, the Subordinated Creditor hereby consents to

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the grant by the Borrower of a security interest in, and lien on, the assets of the Borrower in favor of the Senior Agent and the other Senior Creditors.

[Signature Page Follows]

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IN WITNESS WHEREOF, theSubordinated Creditor and the Senior Agent have caused this Agreement to be executed as ofthe date first written above.

UTAH AUTISM FOUNDATIONSUBORDINATED CREDITOR'S ADDRESS:

11201 S Susan Drive

Name: David R. Spaffordstreet address

Title: President

SandyUtah84092

citystatezip

[SIGNATURE PAGE TO SUBORDINATION AGREEMENT]

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HUDSON BAY MASTER FUND LTD.,SENIOR AGENT'S ADDRESS:

as collateral agent

Name:street address

Title:

citystatezip

[SIGNATURE PAGE TO SUBORDINATION AGREEMENT]

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BORROWER'S ACKNOWLEDGMENT

Great Basin Scientific, Inc. (the "Borrower") accepts notice of subordination created by this Agreement and agrees that it will take no action inconsistent with this Agreement and that, except with the prior written approval of the Senior Creditors in accordance with the terms of the Securities Purchase Agreements or otherwise as expressly permitted under the terms of the Agreement, no payment or distribution shall be made by Borrower on or with respect to the Subordinated Indebtedness, so long as this Agreement remains in effect.

GREAT BASIN SCIENTIFIC, INC.BORROWER'S ADDRESS

BY:2441 South 3850 West

Name: Ryan Ashtonstreet address

Title:PresidentSalt Lake CityUtah84120

citystatezip

Dated:  ______________________________, 2017

[SIGNATURE PAGE TO SUBORDINATION AGREEMENT]

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