Exhibit 10.67


 


great
basin scientific, inc.


FORM
OF SERIES I Warrant To Purchase Common Stock


 


Warrant No.: I-___


Number of Shares of Common Stock: ___


Date of Issuance: ___, 2017 (“Issuance
Date”)


 


Great Basin Scientific, Inc., a Delaware
corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [PURCHASER], the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then
in effect, at any time or times on or after the date hereof  (the “Initial Exercisability Date”), but
not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to such number of fully paid and nonassessable
shares of common stock of the Company (“Common Stock”) equal to ___, subject to adjustment as provided herein
(the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common
Stock (including any warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”),
shall have the meanings set forth in Section 17. This Warrant is one of the Series I Warrants to purchase Common Stock (the “Series
I Warrants”) originally issued pursuant to certain Subscription Agreements (the “Subscription Agreement”),
each dated as of ______, 2017(the “Subscription Date”), by and among the Company and the purchasers named therein
(the "Buyers”). Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to
such terms in the Subscription Agreement.


 


1.   EXERCISE OF WARRANT.


 


(a) Mechanics of Exercise.   Subject
to the terms and conditions hereof  (including, without limitation, the limitations set forth in Section 1(f)), this Warrant
may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined
in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are
applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section
1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and
delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation
of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares.
Execution and delivery of an Exercise Notice for all of the then remaining Warrant Shares shall have the same effect as cancellation
of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first
(1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile
an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer
Agent”). On or before the earlier of: (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder
delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following
the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if
the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the
Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent
is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit
such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit/​Withdrawal At Custodian system, or (Y) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company agrees
to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant
remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees
and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of
delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with
any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and
in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with
Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are
to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the
nearest whole number. The Company shall pay any and all taxes (other than the Holder’s income taxes) which may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue
and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.


 




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(b) Exercise Price.   For
purposes of this Warrant, “Exercise Price” means $___, subject to adjustment as provided herein.


 


(c) Company’s Failure to Timely
Deliver Securities.   If the Company shall fail for any reason or for no reason to issue to the Holder on or
prior to the Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common
Stock on the Company’s share register or if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, to credit the Holder’s balance account with DTC, for such number of shares of Common Stock to which the Holder is
entitled upon the Holder’s exercise of this Warrant, (II) if the Registration Statement (as defined in Section 1(d)) covering
the issuance of all of the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”)
is not available for the issuance of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than
one (1) Trading Day thereafter, (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive
legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit/​Withdrawal At Custodian system (the event described
in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the
event described in clause (I) above, an “Exercise Failure”) or (III) if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, the Company shall fail for any reason or for no reason to issue and deliver
a certificate to the Holder and register such shares of Common Stock on the Company’s share register or, if the Transfer
Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder’s balance account with DTC,
as required pursuant to the terms of Section 1(a), for the number of shares of Common Stock to which the Holder is entitled upon
the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or
after such Trading Day the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of
shares of Common Stock equal to or any portion of the number of shares of Common Stock issuable upon such exercise that the Holder
anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the
Holder, the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion,
either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) or credit
such Holder’s balance account with DTC for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance
account with DTC, as applicable, and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of  (A) such number of shares of Common Stock, times (B) any trading price of the Common Stock selected by the
Holder in writing as in effect at any time during the period beginning on the date of the applicable Exercise Notice and ending
on the date of such issuance and payment under this Section 1(c). Nothing shall limit the Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
(or to electronically deliver such shares of Common Stock) upon the exercise of this Warrant as required pursuant to the terms
hereof.


 




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(d) Cashless Exercise.   Notwithstanding
anything contained herein to the contrary, if the Registration Statement on Form S-1 (File number 333-213144) or other applicable
registration statement under the 1933 Act (the “Registration Statement”), covering the issuance of the Unavailable
Warrant Shares is not available for the issuance of such Unavailable Warrant Shares the Holder may, in its sole discretion, exercise
this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A x B) - (A x C)


D


For purposes of the foregoing formula:


 


A= the total number
of shares with respect to which this Warrant is then being exercised.


B= the arithmetic average of the Closing
Sale Prices of the Common Stock for the five (5) consecutiveTrading Days ending on the date immediately preceding the date
of the Exercise Notice.


C= the Exercise Price
then in effect for the applicable Warrant Shares at the time of such exercise.


D= the Closing Sale
Price of the Common Stock on the date of the Exercise Notice.


 


If Warrant Shares are issued in a Cashless
Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares shall take
on the registered characteristics of the warrants being exercised, and the holding period of the warrants being exercised may be
tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).


 


(e) Disputes.   In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with
Section 12.


 




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(f) Beneficial Ownership Limitation
on Exercises.   Notwithstanding anything to the contrary contained herein, the Company shall not effect the
exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant
to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent
that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially
own in excess of 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and
all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to
which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other
Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f).
For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, in determining the number of
outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage,
the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange
Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (3) any
other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number
of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder
in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise
cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the
Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable,
the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time,
upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or
by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was
reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder
and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number
of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which
the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the
“Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have
the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has
been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares.
Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage
to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum
Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such
increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Series I Warrants
that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms
of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose
including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to
correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership
limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 


(g) Insufficient Authorized Shares.   If
at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares
of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of
Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise
of all of this Warrant then outstanding (the “Required Reserve Amount” and the failure to have such sufficient
number of authorized and unreserved shares of Common Stock, an “Authorized Share Failure”), then the Company
shall promptly take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant and the other Series I Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than seventy-five (75) days after the occurrence of such Authorized Share Failure, the Company
shall either (x) obtain the written consent of its shareholders for the approval of an increase in the number of authorized shares
of Common Stock and provide each shareholder with an information statement with respect thereto or (y) hold a meeting of its shareholders
for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each shareholder with a proxy statement and shall use its reasonable best efforts to solicit its shareholders’
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders
that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is
able to obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase
in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting
for filing with the SEC an Information Statement on Schedule 14C. The initial number of shares of Common Stock reserved for exercise
of this Warrant and the other Series I Warrants and each increase in the number of shares so reserved shall be allocated pro rata
among the Holder and the holders of the other Series I Warrants, based on the number of shares of Common Stock issuable upon exercise
of this Warrant (without regard to any limitations in exercise) issued to the Holder on the Issuance Date (the “Authorized
Share Allocation”). In the event that the Holder shall sell or otherwise transfer this Warrant, each transferee shall
be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated
to any Person which ceases to hold any Series I Warrants shall be allocated to the Holder and the remaining holders of Series I
Warrants, pro rata based on the shares of Common Stock issuable upon exercise of the Series I Warrants then held by such holders
(without regard to any limitations on the exercise of the Series I Warrants).


 




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2.   ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF WARRANT SHARES.   The Exercise Price and the number of Warrant Shares shall be adjusted
from time to time as follows:


 


(a) Voluntary Adjustment By Company.   The
Company may at any time during the term of this Warrant, with the prior written consent of the Required Holders, reduce the then
current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b) Adjustment Upon Subdivision or
Combination of Shares of Common Stock.   If the Company at any time on or after the Subscription Date subdivides
(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date
combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into
a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(b) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


(c) Adjustment.   If
the Exercise Price on December 31, 2017 exceeds eighty-five percent (85%) of the lowest Weighted Average Price of the Common Stock
during the five (5) consecutive Trading Day period ending immediately prior to such date (the “Adjusted Exercise Price”),
the Exercise Price hereunder shall be reset to the Adjusted Exercise Price, subject to further adjustment hereunder.


 


(d) Other Events.   If
any event occurs of the type contemplated by the provisions of this Section 2, but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features),
then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant
Shares, as mutually determined by the Company’s Board of Directors and the Required Holders, so as to protect the rights
of the Holder; provided that no such adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease
the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 




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3.   FUNDAMENTAL TRANSACTIONS.


 


(a)  Fundamental Transactions.   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 Warrant and the other Transaction Documents in accordance with the provisions of this Section
3(a) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required
Holders, such approval not to be unreasonably withheld or delayed, prior to such Fundamental Transaction, including agreements,
if so requested by the Holder, to deliver to each holder of the Series I Warrants in exchange for such Series I Warrants a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including,
without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such
Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
prior to such Fundamental Transaction, and satisfactory to the Required Holders, and with an exercise price which applies the exercise
price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital
stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the occurrence
or consummation of such Fundamental Transaction). Upon the occurrence or consummation of any Fundamental Transaction, 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 Warrant (so that from and after
the date of such Fundamental Transaction, and the provisions of this Warrant 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 Warrant 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 Warrant, and, solely
at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common stock
is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this
Warrant) to the Holder in exchange for this Warrant a security of the Successor Entity and/or Successor Entities evidenced by a
written instrument substantially similar in form and substance to this Warrant and exercisable for a corresponding number of shares
of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent
to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock
to be delivered to the Holder shall be equal to the greater of  (A) the quotient of  (i) the aggregate dollar value
of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”),
in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that
has been executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable
from such definitive agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration”
being substituted for the term “Exercise Price”) that the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental
Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other
determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise of
this Warrant) (the “Aggregate Consideration”) divided by (ii) the per share Closing Sale Price of such Successor
Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (B) the
product of  (i) the Aggregate Consideration and (ii) the highest exchange ratio pursuant to which any shareholder of the
Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder’s right
to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder
and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive
such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or
their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall
be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other
Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent
as if there had been no such limitation), and such security shall be reasonably satisfactory to the Holder, and with an identical
exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital stock and such exercise price
being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of
this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected
by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required
condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor
Entities shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the
occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock,
Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets
or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes
of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the
happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise
of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any
other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares
of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of
Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable
Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation
of such Corporate Event that, the Holder will thereafter have the right to receive upon exercise of this Warrant at any time after
the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor Capital Stock or, if so elected by the
Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise
of this Warrant prior to such Corporate Event, such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled
to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for
the event resulting in such Corporate Event, had this Warrant been exercised immediately prior to such Corporate Event or the record,
eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on exercise
of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to
the Holder. The provisions of this Section 3(a) shall apply similarly and equally to successive Fundamental Transactions and Corporate
Events. Notwithstanding the foregoing, the Holder may elect, in its sole discretion, by delivery of written notice to the Company,
to waive this Section 3(a) and allow the Company to enter into or be a party to a Fundamental Transaction without the assumption
of this Warrant pursuant to the provisions of this Section 3(a), provided, however, that any such waiver shall only
bind the Holder with respect to this Warrant and not the Holder with respect to any other warrant or other securities of the Company
or any holder of other Series I Warrants.


 




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(c)  Notwithstanding anything herein
to the contrary, the Company shall be required to obtain the prior written consent of the Required Holders to enter into, allow
and/or consummate a Fundamental Transaction other than one in which a Successor Entity that is a publicly traded corporation whose
stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Warrant shall be exercisable for
the publicly traded Common Stock of such Successor Entity.


 


4.   NONCIRCUMVENTION.   The
Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation or 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 Warrant, and will
at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Series I Warrants are outstanding,
take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the
purpose of effecting the exercise of the Series I Warrants, the Required Reserve Amount to effect the exercise of the Series I
Warrants then outstanding (without regard to any limitations on exercise).


 




    	 	7	 



     


    

  


5.   WARRANT HOLDER NOT
DEEMED A SHAREHOLDER.   Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices
and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.


 


6.   REISSUANCE OF WARRANTS.


 


(a) Transfer of Warrant.   If
this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6(d)), registered as the Holder may request,
representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number
of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 6(d)) to the Holder
representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost, Stolen or Mutilated Warrant.   Upon
receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant, 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 Warrant, the Company shall execute and deliver to
the Holder a new Warrant (in accordance with Section 6(d)) representing the right to purchase the Warrant Shares then underlying
this Warrant.


 


(c) Exchangeable for Multiple Warrants.   This
Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new warrant or warrants
(in accordance with Section 6(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying
this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated
by the Holder at the time of such surrender; provided, however, that no Series I Warrants for fractional Warrant
Shares shall be given.


 


(d) Issuance of New Warrants.   Whenever
the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor
with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares
then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a) or Section 6(c), the Warrant
Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new warrants issued
in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have
an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.


 


7.   NOTICES.   Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, with respect to a notice to the Company or
to a Holder that is a party to a Subscription Agreement, such notice shall be given in accordance with Section [●] of the
Subscription Agreement, and, with respect to a notice to a Holder that is not a party to a Subscription Agreement, such notice
shall be given in the manner set forth in and pursuant to the terms of Section [●] of the Subscription Agreement to Holder’s
address, facsimile number or e-mail address in the Company’s records. The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason
therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record 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. It is expressly understood
and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed
or challenged by the Company.


 




    	 	8	 



     


    

  


8.   AMENDMENT AND WAIVER.   Except
as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the Required Holders.


 


9.   GOVERNING LAW; JURISDICTION;
JURY TRIAL.   This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant 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. 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. 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 the Company at the address set forth in Section 11 of the Underwriting 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. THE 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 WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


10.   CONSTRUCTION; HEADINGS.   This
Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any Person as
the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation
of, this Warrant.


 


11.   DISPUTE RESOLUTION.   In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business Days
after receipt of the Exercise Notice 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 of the Exercise Price or the Warrant Shares within three (3) Business
Days after such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within
two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Holder and approved by the Company, such approval not to be unreasonably withheld or delayed or (b) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant, approved by the Holder, such
approval not to be unreasonably withheld or delayed. The Company shall cause at its expense the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later
than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s
or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 




    	 	9	 



     


    

  


12.   REMEDIES, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF.   The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual
damages for any failure by the Company to comply with the terms of this Warrant. 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 of this Warrant 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.


 


13.   TRANSFER.   This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.


 


14.   SEVERABILITY.   If
any provision of this Warrant 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 Warrant so long as this Warrant 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).


 


15.   DISCLOSURE.   Upon
receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, 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, 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.


 


16.   CERTAIN DEFINITIONS.   For
purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “1933 Act” means
the Securities Act of 1933, as amended.


 


(b) “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.


 


(c) “Attribution Parties”
means, collectively, the following Persons and entities:


 


(i) any investment vehicle, including, any
funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its Affiliates or principals,


 


(ii) any direct or indirect Affiliates of
the Holder or any of the foregoing,


 


(iii) any Person acting or who could be
deemed to be acting as a Group together with the Holder or any of the foregoing and


 




    	 	10	 



     


    

  


(iv) any other Persons whose beneficial
ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties
for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder
and all other Attribution Parties to the Maximum Percentage.


 


(d) “Bloomberg” means
Bloomberg Financial Markets.


 


(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) “Closing Bid Price”
and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing
trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may
be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last
closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg,
the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTC Link
or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price or the Closing
Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by
the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


(g) “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.


 


(h) “Eligible Market”
means the Principal Market, the NYSE MKT LLC, The NASDAQ Global Market, The NASDAQ Global Select Market, The New York Stock Exchange,
Inc., the OTC Bulletin Board, the OTCQX or the OTCQB.


 


(i) “Expiration Date”
means the date that is sixty (60) months after the Initial Exercisability Date, or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “Holiday”), the next day that is not
a Holiday.


 




    	 	11	 



     


    

  


(j) “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 share 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 such
Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding 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 Subscription Date 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 shareholders of the
Company to surrender their shares of Common Stock without approval of the shareholders 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.


 


(k) “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.


 


(l) “Parent Entity”
of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose common shares
or common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required Holders,
any other market, exchange or quotation system), 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.


 


(m) “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.


 


(n) “Principal Market”
means the OTCQB.


 


(o) “Required Holders”
means the holders of the Series I Warrants representing at least a majority of the shares of Common Stock underlying the Series
I Warrants then outstanding.


 


(p) “Standard Settlement Period”
means the standard settlement period, expressed in number of Trading Days, on the Company’s primary trading market or quotation
system from time to time, with respect to trades of Common Stock as in effect on the date of delivery of the exercise notice.


 


(q) “Subject Entity”
means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.




    	 	12	 



     


    

  


(r) “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.


 


(s) “Trading Day”
means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded;
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such
exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of
trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(t) “Weighted Average Price”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during
the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official
open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the
official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly
announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported
for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of
any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly
Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.


 


[Signature Page Follows]


 




    	 	13	 



     


    

  


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


 





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







  




    	 	14	 



     


    

 


EXHIBIT A


EXERCISE NOTICE 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS 


 


WARRANT TO PURCHASE COMMON STOCK 


GREAT BASIN SCIENTIFIC, INC. 


 


The undersigned holder hereby exercises the
right to purchase _________________ of the shares of Common Stock, par value $0.0001 per share (the “Warrant Shares”)
of Great Basin Scientific, Inc., a Delaware corporation (the “Company”), evidenced by the attached Series I
Warrant to purchase Common Stock No. I-____ (the “Warrant”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.


 


		1.	Form of Exercise Price. The holder intends that payment of the Exercise Price shall be made as:



 


____________ a “Cash Exercise” with respect
to _________________ Warrant Shares; or


 


____________ a “Cashless Exercise” with respect
to _______________ Warrant Shares.


 


2.   Payment of Exercise Price.
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the holder shall pay the Aggregate Exercise Price in the sum of  $___________________ to the Company in accordance
with the terms of the Warrant.


 


3.   Delivery of Warrant Shares.
The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


Please issue the Warrant Shares in the following name and to
the following account:


Issue to:    


    


Facsimile Number and


Electronic Mail:


Authorization:


By:


Title:


Dated:


Broker Name:


Broker DTC #:


Broker Telephone #:


Account Number:


(if electronic book entry transfer)


Transaction Code Number:


(if electronic book entry transfer)


 




    	 	15