Exhibit 10.1


 





NOTE REDEMPTION AGREEMENT


 


This Note Redemption
Agreement (the "Agreement") dated as of February 9, 2017, is by and between Great Basin Scientific, Inc., a Delaware
corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"),
and the Holder whose signature is set forth below (the "Holder" and collectively with the Company, the "Parties"
and each a "Party"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement
and the Notes (each as defined below), as applicable.


 


WHEREAS:


 


A.       The
Company, the Holder and other Buyers executed and delivered a Securities Purchase Agreement (the "Securities Purchase Agreement")
dated as of June 29, 2016 in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the 1933 Act,
and Rule 506(b) of Regulation D as promulgated by the SEC under the 1933 Act.


 


B.       The
Company authorized the issuance of senior secured convertible notes of the Company (as amended prior to the date hereof, the "Notes"),
in the aggregate original principal amount of $75,000,000 which Notes are convertible into shares of Common Stock, in accordance
with the terms of the Notes.


 


C.       The
Company desires to effect a Company Optional Redemption pursuant to the terms of the Note as modified pursuant to the terms hereof.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1. COMPANY OPTIONAL
REDEMPTION: Pursuant to Section 9 of the Notes, the Company hereby elects to redeem the Holder's Holder Pro Rata Amount of
$35,560,153 which is , of the Conversion Amount of the Holder's Note outstanding as of the date hereof (the "February
2017 Company Optional Redemption Price") on the first (1st) Business Day following the date hereof. The Parties
hereby agree that the Notes will be redeemed pursuant to this Section 1 at a price equal to the Conversion Amount of the Note being
redeemed (the "Alternate Company Optional Redemption Price") (rather than at a price equal to the Company Optional
Redemption Price), reducing the outstanding Conversion Amount of the Holder's Note on a dollar for dollar basis and, solely in
connection with the Company Optional Redemption described in this Section 1, the Holder hereby irrevocably waives any right to
receive any portion of the Company Optional Redemption Price in excess of the Alternate Company Optional Redemption Price. Solely
in connection with the Company Optional Redemption described in this Section 1, the Holder hereby (i) waives any Equity Conditions
Failure, (ii) waives any notice required pursuant to Section 9 of the Note and (iii) authorizes the Company to use amounts held
in the Holder’s Holder Master Restricted Account to pay such Alternate Company Optional Redemption Price by instructing the
Control Account Bank to release from the Holder's Holder Master Restricted Account and to transfer such amount by wire transfer
of immediately available funds to the Holder pursuant to the wire instructions delivered to the Company in writing by the Holder
prior to the Company Optional Redemption Date in satisfaction of the February 2017 Company Optional Redemption Price. For the avoidance
of doubt, immediately following the consummation of the Company Optional Redemption contemplated in this Section 1, the remaining
Conversion Amount of the Holder's Note shall equal .


 






    	 	 	 



     


    

 


2. CASH RELEASE
TO THE COMPANY. Pursuant to clause (ii) of the definition of "Control Account Company Release Event", the Holder
hereby elects to release its Holder Pro Rata Amount of $650,000 or to the Company, less any legal fees incurred by the Holder required
to be reimbursed by the Company (the "Company Released Amount"). Accordingly, the Holder shall instruct the Control
Account Bank to transfer: (i) the Company Released Amount to the Company's bank account in accordance with the written instructions
delivered to the Holder by the Company and (y) any legal fees incurred by the Holder required to be reimbursed by the Company to
the Holder or its designee.


 


3. NO CHANGE TO
TERMS. All terms of the Securities Purchase Agreement, Notes, Warrants, the Security Documents and other Transaction Documents,
as amended prior to the date hereof, are, and shall continue to be, in full force and effect and are hereby ratified and confirmed
in all respects. Except as explicitly set forth herein, the Holder reserves all of its rights, remedies, powers, and privileges.
For the avoidance of doubt, nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification
or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Notes or any other Transaction
Documents, including without limitation, to an amendment of the terms of any future Company Optional Redemption or to a consent
to any future Control Account Company Release Event, either in similar or different circumstances.


 


4. ACKNOWLEDGEMENT.
The Company hereby acknowledges and agrees that as of the date hereof a Control Account Holder Release Event has occurred and is
continuing.


 


5. RULE 144.
For purposes of Rule 144 of the 1933 Act, the Company acknowledges and agrees that the holding period of the Notes, commenced on
July 1, 2016 and the Company agrees not to take a position contrary thereto or inconsistent therewith.


 


6. DISCLOSURE OF
TRANSACTIONS AND OTHER MATERIAL INFORMATION. The Company shall, on or before 8:30 a.m., New York City Time, February
10, 2017, file a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby attaching the
form of this Agreement as exhibit to such filing (including all attachments), the "8-K Filing"). From and after
the filing of the 8-K Filing, the Holder shall not be in possession of any material, nonpublic information received from the Company,
any of its Subsidiaries or any of its respective officers, directors, employees, agents or affiliates, 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, any of its Subsidiaries
or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its
affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each
of its Subsidiaries and each of their respective officers, directors, employees, agents and affiliates, not to, provide the 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 delivers any material, non-public information
to the Holder without such Holder's express prior written 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, employees,
affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors,
employees, affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and
confirms that the undersigned and its affiliates will rely on the foregoing representations in effecting transactions in securities
of the Company. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless
such disclosure is required by law or regulation.


 






    	 	2	 



     


    

 


7. FEES
Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company
shall pay all stamp and other taxes and duties levied in connection with the transactions contemplated hereby, if any.


 


8. MISCELLANEOUS.
All provisions of Article 9 of the Securities Purchase Agreement are incorporated herein by reference mutatis mutandis;
provided, however, that any amendment of this Agreement shall require the consent of the undersigned.


 


 


[The remainder of
this page is intentionally left blank]


 




    	 	3	 



     


    

 


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


 


 


	 	COMPANY:	 
	 	Great Basin Scientific,
    Inc.	 
	 	 	 
	 	 	 
	 	

        By:
	 
	 
	 	 	Name:	 
	 	 	Title:	 


 




     


     


    

 


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


 


 


	 	HOLDER::	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	 
	 	
        

        By:
	 
	 
	 	 	Name:	 
	 	 	Title: