EX-10.2



 Exhibit 10.2 

LEASE SCHEDULE NO. 001 
 TO 

MASTER LEASE AGREEMENT NO. OFI0545174 
 This Lease
Schedule No. 001 dated October 16, 2013 (the “Schedule”) between ONSET FINANCIAL, INC. (the “Lessor”) and GREAT BASIN SCIENTIFIC, INC. (the “Lessee”) incorporates by reference the terms and conditions of
Master Lease Agreement No. OFI0545174 dated October 16, 2013, (the “Master Lease”), the Exhibit A (“Property” Description) and the Exhibit B (“Stipulated Loss Schedule”), and constitutes a separate lease between
Lessor and Lessee and is referred to herein as the “Lease”. All capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Master Lease. 

SECTION 1 PROPERTY: (125) Molecular diagnostic analyzers as more fully described on the attached Exhibit A of one (1) page, which by this
reference is made a part hereof 
 PROPERTY LOCATION: Located at the Lessee’s customer’s sites in various locations within the Continental
United States. 
 Notwithstanding Section 8(a) of the Master Lease, Property leased under this Schedule will be located at the Lessee’s
customer’s sites in various locations within the Continental United States. Lessee agrees to provide Lessor monthly updates with a current list of sites and associated serial numbers. 

SECTION 2 BASE PERIOD: Thirty-six (36) months starting on the Commencement Date 

SECTION 3 TOTAL PROPERTY COST: $2,500,000.00 

SECTION 4 LEASE RATE FACTOR: 0.02995 

SECTION 5 MONTHLY RENTAL: $74,875.00, plus applicable sales/use tax 

SECTION 6 RENTAL FREQUENCY: Monthly in advance 

SECTION 7 DEPOSIT: $74,875.00, Provided no Event of Default has occurred under the Lease, the Deposit shall be applied to the last Monthly Rental,
plus applicable sales/use and property tax 
 SECTION 8 DATE OF ACCEPTANCE: As specified in the Acceptance and Delivery Certificate 

SECTION 9 FLOATING LEASE RATE FACTOR: The Lease Rate Factor indicated in Section 5, shall increase .00006776 for every five (05) basis point
increase in thirty-six (36) month U.S. Treasury Notes as of the Date of Acceptance of the Property (the “Amended Lease Rate Factor”), at which time the Monthly Rental under this Schedule shall be adjusted by multiplying the Total
Property Cost, indicated in Section 4, by the Amended Lease Rate Factor. The thirty-six (36) month U.S. Treasury Note yield used as the basis for the calculation of the Amended Lease Rate Factor herein is .60%. 

SECTION 10 ADDITIONAL TERMS: 
  

	 	a.	PAYMENT BY ELECTRONIC TRANSFER: Lessee authorizes Lessor or its assigns to electronically transfer all rental payments and other monies due under this Schedule from Lessee’s account maintained with its
financial institution, and Lessee agrees to execute and deliver a written “Authorization for Electronic Transfer” form to Lessor to affect such transfers. Failure or refusal of Lessee to authorize such transfers or failure of Lessor or its
assigns to receive such payments by electronic transfer shall constitute an additional Event of Default under Section 18 of the Master Lease. Upon the occurrence of the Event of Default specified above, Lessor shall be entitled to exercise its
rights and remedies under the Lease. 

  

	 	b.	CROSS COLLATERALIZATION: In addition to this Schedule, Lessee and Lessor may enter into Lease Schedule No. 002 (“Schedule 002”), including all amendments or addendums now or hereafter executed in
connection therewith (collectively the “Schedules”). Lessor and Lessee hereby agree that the Schedules, the Master Lease (as it relates to the Schedules), and the Property leased under the Schedules shall be cross-collateralized for all
purposes under each of the Schedules. 

  

	 	c.	 LETTER OF CREDIT ADDITIONAL EVENTS OF DEFAULT: Lessee shall cause a commercial bank acceptable to Lessor to issue one or more irrevocable
standby letters of credit (collectively the “Credit”) in the aggregate amount of $2,500,000.00 in form acceptable to Lessor. The Credit shall not initially expire before October of 2014. If the expiration date is scheduled to occur prior
to thirty (30) days after the end of the Base Period of this 










	 	
Schedule or Schedule 002, or their applicable extension periods (collectively the “Lease Period”), then it is a condition of this Lease that the Credit shall extend for successive
periods of one year each from the initial expiration date. The Credit is given to secure all of the Lessee’s obligations and agreements under the Lease, this Schedule and Schedule 002. 


In addition to the Events of Default set forth in Section 18 of the Master Lease, each of the following shall constitute an additional
Event of Default under the Lease: (i) Failure of Lessee to provide the Credit to Lessor in the amount and for the entire Lease Period specified in the preceding paragraph; or (ii) Lessor’s knowledge or receipt of notification that the
Credit will not be renewed or will not continue in effect for the entire Lease Period specified in the preceding paragraph, or (iii) Failure of Lessor to receive an amendment to the Credit or a replacement Letter of Credit (if the Credit does
not automatically renew), at least sixty (60) days before any stated expiration date, extending the Credit for (a) an additional one year period or (b) until thirty (30) days after the end of the Lease Period. Upon the occurrence
of an Event of Default under the Lease, which may include without limitation, an additional Event of Default specified herein, Lessor shall be entitled to exercise any of its rights and remedies under the Lease, including without limitation as an
additional remedy hereunder, the right to draw down the Credit and use the proceeds therefrom to satisfy Lessor’s remedies under the Lease. 

If Lessor draws on the Credit, Lessee shall be responsible for payment (which payment may be deducted from the proceeds of the Credit) of all
costs and expenses, including without limitation, reasonable attorney’s fees and disbursements incurred by Lessor in connection with such draw. 
  

	 	d.	GUARANTY: Notwithstanding anything to the contrary herein, the parties acknowledge and agree that this Lease is personally guaranteed by Ryan P. Ashton and David R. Spafford as set forth in the Payment Guaranties
each dated October 16, 2013 and incorporated herein by reference. 

  

	 	e.	SALE LEASEBACK: Notwithstanding anything to the contrary herein, the parties acknowledge and agree that this Lease is structured as a sale leaseback, whereby Lessor shall purchase the Property from Lessee for
purposes of leasing the equipment back to Lessee in accordance with the terms and conditions set forth in the Sale Leaseback Agreement dated October 16, 2013 and incorporated herein by reference. 


 

	 	f.	PURCHASE OPTION: For purposes of this Schedule only, and provided no Event of Default has occurred under the Lease, at the end of the Base Period the following amendment shall apply: Delete subsection (1) of
Section 20(n) of the Master Lease and replace it with the following: “purchase the Property for a price to be determined by Lessor not to exceed forty percent (40%) of Lessor’s original Property Cost”. All other terms and
conditions of the Master Lease shall continue in full force and effect without change. 

  

	 	g.	ENTIRE AGREEMENT: For purposes of this Schedule only, Section 20b of the Master Lease Agreement is hereby modified to include two Payment Guaranties executed in connection with the Master Lease Agreement and
the Sale and Leaseback Agreement as additional documents which, together with other documents described in that section, shall comprise the entire understanding and agreement between the parties with regard to the subject matter thereof.


 SECTION 11 REPRESENTATION OF LESSEE: Lessor and Lessee agree that this Schedule is a “Finance Lease” as defined by the
Uniform Commercial Code Article 2A, in that (i) Lessee has selected the Property in its sole discretion, (ii) Lessor has acquired the Property solely for the purpose of leasing such Property under this Schedule, and (iii) Lessee has
received a copy of the contract evidencing Lessor’s purchase of the/Property. 
  

									
	LESSOR:	 		 	LESSEE:
			
	ONSET FINANCIAL, INC.	 		 	GREAT BASIN SCIENTIFIC, INC.
					
	BY:	 	/s/ Nancy Eggan	 		 	BY:	 	/s/ Ryan Ashton
		 	Nancy Eggan	 		 		 	Ryan Ashton
	TITLE: 	 	Sr. Vice President	 		 	TITLE: 	 	President









									
	 EXHIBIT A
	   

			
	 Great Basin Scientific, Inc.
 Master
Lease No. OFI0545174
 Lease Schedule No. 001

Located at: 2441 S. 3850 W., Salt Lake City, UT 84120
	  	$	2,500,000.00	  	  	$	2,500,000.00	  

  

															
	 VENDOR
	 	QTY	 	 DESCRIPTION
	 	 SERIAL #
	 	HC/SC/
SW	 	PER UNIT	 	UNIT TOTAL	 	INVOICE TOTAL
								
	Great Basin Scientific, Inc.	 	125	 	MOLECULAR DIAGNOSTIC
ANALYZERS AT GREAT
BASIN CUSTOMER/
HOSPITAL SITES USED TO
DIAGNOSE INFECTIOUS
DISEASE USING GREAT
BASIN’S PROPRIETARY
PORTRAIT DIAGNOSTIC
CARTIRDGES ITEM #
PA500	 	5.47, 5.103, 5.50, 5.171, 5.250,
5.141, 5.157, 5.152, 5.109,
5.74, 5.172, 5.173, 5.124,
5.132, 5.159, 5.201, 5.202,
5.198, 5.49, 5.55, 5.150, 5.197,
5.179, 5.148, 5.183, 5.195,
5.199, 5.46,
5.122, 5.155,
5.156, 5.106, 5.27, 5.57, 5.59,
5.104, 5.190, 5.180, 5.185,
5.181, 5.233, 5.214, 5.189,
5.131, 5.164, 5.166, 5.161,
5.62, 5.100, 5.80, 5.82, 5.211,
5.188, 5.85, 5.72, 5.192, 5.193,
5.196, 5.227, 5.240,
5.229,
5.177, 5.178, 5.200, 5.182,
5.56, 5.113, 5.151, 5.168,
5.217, 5.230, 5.234, 5.248,
5.107, 5.108, 5.236, 5.194,
5.83, 5.213, 5.175, 5.209,
5.125, 5.145, 5.73, 5.60, 5.226,
5.239, 5.210, 5.216, 5.99,
5.121, 5.77, 5.129,
5.37, 5.78,
5.116, 5.165, 5.246, 5.249,
5.112, 5.208, 5.15, 5.65, 5.102,
5.127, 5.105, 5.123, 5.22, 5.39,
5.18, 5.44, 5.117, 5.101, 5.66,
5.25, 5.87, 5.242, 5.142, 5.143,
5.144, 5.139, 5.222, 5.237,
5.110, 5.254	 	HC	 	$20,000.00	 	$2,500,000.00	 	$2,500,000.00
	 and any and all attachments, replacements, parts, substitution, additions, repairs,
accessions and accessories incorporated therein and/or affixed thereto.
	 	








 EXHIBIT B 

STIPULATED LOSS SCHEDULE 
 DATED
OCTOBER 16, 2013 
 TO 
 LEASE
SCHEDULE NO. 001 
 DATED OCTOBER 16, 2013 

TO 
 MASTER LEASE AGREEMENT NO.
OFI0545174 
 STIPULATED LOSS VALUE TABLE 
  

															
	AFTER MONTHLY PAYMENT	  	 TOTAL
STIPULATED

LOSS
 VALUE
	 	  	STIPULATED
LOSS
PERCENTAGE	 	AFTER MONTHLY PAYMENT	  	 TOTAL
STIPULATED
LOSS

VALUE
	 	  	STIPULATED
LOSS
PERCENTAGE
	 0
	  	$	3,450,000	  	  	138.00%	 	19	  	$	2,181,256	  	  	87.25%
	 1
	  	$	3,397,195	  	  	135.89%	 	20	  	$	2,109,441	  	  	84.38%
	 2
	  	$	3,329,500	  	  	133.18%	 	21	  	$	2,047,079	  	  	81.88%
	 3
	  	$	3,261,676	  	  	130.47%	 	22	  	$	1,974,269	  	  	78.97%
	 4
	  	$	3,193,725	  	  	127.75%	 	23	  	$	1,901,412	  	  	76.06%
	 5
	  	$	3,125,644	  	  	125.03%	 	24	  	$	1,828,508	  	  	73.14%
	 6
	  	$	3,082,563	  	  	123.30%	 	25	  	$	1,755,558	  	  	70.22%
	 7
	  	$	3,012,987	  	  	120.52%	 	26	  	$	1,682,560	  	  	67.30%
	 8
	  	$	2,943,309	  	  	117.73%	 	27	  	$	1,609,516	  	  	64.38%
	 9
	  	$	2,873,528	  	  	114.94%	 	28	  	$	1,536,425	  	  	61.46%
	 10
	  	$	2,803,645	  	  	112.15%	 	29	  	$	1,466,910	  	  	58.68%
	 11
	  	$	2,733,657	  	  	109.35%	 	30	  	$	1,393,116	  	  	55.72%
	 12
	  	$	2,663,567	  	  	106.54%	 	31	  	$	1,319,305	  	  	52.77%
	 13
	  	$	2,593,373	  	  	103.73%	 	32	  	$	1,245,478	  	  	49.82%
	 14
	  	$	2,539,191	  	  	101.57%	 	33	  	$	1,171,633	  	  	46.87%
	 15
	  	$	2,467,756	  	  	98.71%	 	34	  	$	1,097,772	  	  	43.91%
	 16
	  	$	2,396,245	  	  	95.85%	 	35	  	$	1,023,894	  	  	40.96%
	 17
	  	$	2,324,658	  	  	92.99%	 	36	  	$	950,000	  	  	38.00%
	 18
	  	$	2,252,995	  	  	90.12%	 	and thereafter	  				  	

 The Stipulated Loss Value for any item of lost, damaged or destroyed Property shall be the Lessor’s original cost of such
item of Property multiplied by the Stipulated Loss Percentage indicated in the above table which corresponds to the month of the Lease after the Commencement Date in which the last Monthly Rental payment was made. In the event of a total loss or
destruction, the Stipulated Loss Value for all lost or damaged Property shall be equal to the percentage or dollar amount, as the case may be, listed under the Total Stipulated Loss Value indicated above which corresponds to the month of the Lease
after the Commencement Date in which the last Monthly Rental payment was made. If a partial or total loss occurs at any time prior to the Commencement Date of the Lease, then the Stipulated Loss Value shall be equal to 138% of the total amount
funded. In the event the Lease is continued for any reason, then the last percentage or dollar amount, as the case may be, shown above shall control throughout any such continued term. 

In the event of default under the Lease, Lessor may, in addition to all other remedies available to it under the Lease, recover the dollar amount listed under
the Total Stipulated Loss Value indicated above as of the Monthly Rental payment date immediately preceding the date of the default. 
  

									
	LESSOR:	 		 	LESSEE:
			
	ONSET FINANCIAL, INC.	 		 	GREAT BASIN SCIENTIFIC, INC.
					
	BY:	 	/s/ Nancy Eggan	 		 	BY:	 	/s/ Ryan Ashton
		 	Nancy Eggan	 		 		 	Ryan Ashton
	TITLE: 	 	Sr. Vice President	 		 	TITLE: 	 	President








 AMENDMENT NO. 1 

TO 
 LEASE SCHEDULE NO.
001 
 TO 
 MASTER
LEASE AGREEMENT NO. OFI0545174 
 Reference is made to Lease Schedule No. 001 dated October 16, 2013 (the “Schedule”) between ONSET
FINANCIAL, INC. (the “Lessor”) and GREAT BASIN SCIENTIFIC, INC. (the “Lessee”) to Master Lease Agreement No. OFI0545174 dated October 16, 2013, (the “Master Lease”). The Schedule as it incorporates the terms and
conditions of the Master Lease, is referred to herein collectively as, the “Lease”. Pursuant to the Lease, Lessor has agreed to purchase and lease to Lessee property specified in the Lease. All capitalized terms used herein but not defined
herein shall have the same meanings ascribed to them in the Lease. 
 The Schedule is hereby amended effective the date hereof by adding Section 10(h)
as follows: 
 SECTION 10(h) TAX INDEMNIFICATION: Notwithstanding anything to the contrary contained in the Lease, Lessee agrees to defend,
indemnify, reimburse and hold Lessor harmless against any sales or use tax imposed upon Lessor by the States of Alabama, California, Florida, Indiana, Kansas, Kentucky, Missouri, New Jersey, Ohio, Pennsylvania, Rhode Island or other taxing
authority, for failure to pay sales tax or use tax (a) on purchase of the Property, and (b) on any payments required to be made under the Lease or otherwise with respect to the Lease. Upon any assessment against or final payment by Lessor
of sales tax or use tax as provided herein, Lessee agrees to pay such assessments or reimburse Lessor for its payments of such assessments. This Indemnity shall survive the termination of the Lease and shall continue to bind Lessee as long as any
sales or use tax assessment with respect to the Properly or Lease is pending or may be imposed on Lessor. 
 All other terms and conditions of the Lease
shall remain in full force and effect without change. 
 Dated: December 10, 2013 

 

									
	LESSOR:	 		 	LESSEE:
			
	ONSET FINANCIAL, INC.	 		 	GREAT BASIN SCIENTIFIC, INC.
					
	BY:	 	/s/ Nancy Eggan	 		 	BY:	 	/s/ Ryan Ashton
		 	Nancy Eggan	 		 		 	Ryan Ashton
	TITLE:	 	Sr. Vice President	 		 	TITLE:	 	President








 ACCEPTANCE AND DELIVERY CERTIFICATE 

TO 
 LEASE SCHEDULE NO. 001 

Reference is made to Lease Schedule No. 001 dated October 16, 2013 (the “Schedule”), which incorporates the terms and conditions of Master
Lease Agreement No. OFI0545174 dated October 16, 2013, (the “Master Lease”) between ONSET FINANCIAL, INC. (the “Lessor”), and GREAT BASIN SCIENTIFIC, INC., (the “Lessee”). The Master Lease and Schedule shall be
referenced herein collectively as, the Lease. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Master Lease. 

SECTION 1 DESCRIPTION OF THE PROPERTY: (125) Molecular Diagnostic Analyzers as more fully described on the attached Exhibit A of one
(1) page, which by this reference is made a part hereof. 
 SECTION 2 PROPERTY LOCATION: Located at the Lessee’s customer’s sites in
various locations within the Continental United States. 
 Notwithstanding Section 8(a) of the Master Lease, Property leased under this Schedule will
be located at the Lessee’s customer’s sites in various locations within the Continental United States. Lessee agrees to provide to Lessor monthly updates with a current list of customer sites and associated serial numbers. 

SECTION 3 DATE OF ACCEPTANCE: 10-29-13 
 SECTION 4
CONDITION OF THE PROPERTY: Lessee hereby acknowledges that all items of Property described in Section 1 have been delivered and received, have been properly installed, examined and tested and determined by Lessee to be in good working
condition, operating satisfactorily in all respects, and for all of intended uses and purposes Lessee hereby accepts unconditionally and irrevocably the Property. 

SECTION 5 By signature below, Lessee hereby authorizes and directs Lessor to pay directly to Lessee Sale Leaseback proceeds in the amount of $2,500,000.00 for
items of Property described on the attached Exhibit A. 
  

			
	LESSEE: GREAT BASIN SCIENTIFIC, INC.
		
	BY:	 	/s/ Ryan Ashton
		 	Ryan Ashton
	TITLE:	 	President

  







 BILL OF SALE 

For consideration in the amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), the receipt of which is acknowledged,
GREAT BASIN SCIENTIFIC, INC., (hereinafter the “Seller”), having its principal place of business at 2441 S. 3850 W., Salt Lake City, UT 84120, hereby sells, assigns and transfers all of its right, title and interest in and to the Properly
described herein to: 
 ONSET FINANCIAL, INC. (hereinafter the “Buyer”) 

10813 S. River Front Parkway, Suite 450 

South Jordan, UT 84095 
 Property:
(125) Molecular diagnostic analyzers as more fully described on the attached Exhibit A of one (1) page which by this reference is made a part hereof (hereinafter the “Property”). 

Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Property, that said Property is free and clear of all
liens, charges and encumbrances, and that Seller has full right and power and authority to sell, assign and transfer said Property, and to make this Bill of Sale, and that said sale has been duly authorized by all necessary action of Seller. Seller
hereby assigns to Buyer, all manufacturer, vendor and licensor representations, warranties and indemnities with respect to the Property. 

This Bill of Sale is being delivered in connection with a certain Sale and Leaseback Agreement dated October 16, 2013 between Buyer and
Seller and all of Seller’s representations and warranties contained therein are hereby incorporated herein as if fully set forth herein. 
  

			
	SELLER: GREAT BASIN SCIENTIFIC, INC.
		
	By:	 	/s/ Ryan Ashton
	Title:	 	President
	Date:	 	10-29-13

 Great Basin Scientific, Inc. 

Master Lease Agreement No. OF10545174 
 Lease Schedule
No. 001 







 SALE AND LEASEBACK AGREEMENT 

This Sale and Leaseback Agreement (the “Agreement”) is dated and effective October 16, 2013 by and between GREAT BASIN
SCIENTIFIC, INC., 2441 South 3850 West, Salt Lake City, UT 84120 (the “Seller”) and ONSET FINANCIAL, INC., 10813 South River Front Parkway, Suite 450, South Jordan, UT 84095 (the “Buyer”). 

WHEREAS, Seller requests Buyer to purchase from Seller Property listed in the attached Exhibit A of one (1) page which by this reference
is made a part hereof, (the “Property”) and to lease the Property to Seller under the terms and conditions of Lease Schedule No. 001 dated October 16, 2013, (the “Schedule”) to Master Lease Agreement No. OFI0545175
dated and effective as of October 16, 2013, (the “Master Lease”) (the Master Lease and the Schedule are referred to herein collectively as the “Lease”); and 

WHEREAS, Buyer is willing to purchase and lease the Property to Seller under the terms and conditions of this Agreement and the Lease; 

NOW, THEREFORE, in consideration of the mutual promises herein, Seller and Buyer agree as follows: 

1. Sale and Leaseback. Seller agrees to sell and Buyer agrees to purchase the Property described in Exhibit A attached. Concurrent with the
sale, Buyer agrees to lease the Property to Seller and Seller agrees to accept the Property from Buyer for all purposes under the Lease pursuant to the terms and conditions of the Lease. In connection with Seller’s sale of the Property to
Buyer, Seller assigns to Buyer all manufacturer warranties and indemnities with respect to the Property. 
 2. Purchase Price and Payment.
Buyer and Seller agree that the purchase price of the Property is $2,500,000.00 which shall be payable to Seller pursuant to the terms and conditions of this Agreement, the Master Lease and the Schedule. 

3. Title. The parties agree that title and ownership of the Property shall pass from Seller to Buyer upon payment of the purchase price
specified herein. Seller shall provide insurance coverage for the Property from the date title passes to Buyer in accordance with the terms and conditions of the Master Lease, which terms and conditions are incorporated herein by this reference.

 4. Buyer’s Purchase and Performance. Seller agrees that Buyer’s obligations hereunder are expressly subject to the following
conditions: 
 a. Buyer’s receipt of the executed Master Lease, Schedule, Stipulated Loss Schedule, Acceptance and Delivery Certificate,
Bill of Sale for the Property given by Seller in favor of Buyer, UCC searches to be performed against Seller showing no security interests, liens or other encumbrances on the Property unless the same have signed a subordination agreement in form and
substance satisfactory to Buyer, partial releases of any other UCC liens or encumbrances on the Property, evidence of Seller’s ownership, and any other documentation reasonably required by Buyer, all in form acceptable to Buyer. 

b. Buyer’s receipt of resolutions and/or incumbency certificates in form acceptable to Buyer evidencing Seller’s authority to enter
into this sale and leaseback transaction with Buyer. 

  
 Page 1 of 4 








 5. Taxes. Seller represents and warrants that it is responsible for and it has paid all sales and
use, property and other taxes assessed or due in connection with Seller’s purchase, use and possession of the Property prior to sale to Buyer hereunder. Seller agrees to pay to Buyer an amount equal to all taxes paid, payable or required to be
collected by Buyer, however designated, which are levied or based on the rental, on the Lease or on the Property or on its purchase for lease hereunder, or on its use, lease, operation, control or value (including, without limitation, state and
local privilege or excise taxes based on gross revenue), any penalties or interest in connection therewith or taxes or amounts in lieu thereof paid or payable by Buyer in respect of the foregoing, but excluding taxes based on Buyer’s net
income. Buyer shall deliver to Seller a duly executed sales tax exemption certificate for the Property, prior to Buyer’s payment of the purchase price. 

6. Seller’s Representations and Warranties. Seller represents and warrants to Buyer that: 

a. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and in all
jurisdictions where such qualification is required for it to conduct its business. 
 b. Seller has all requisite power and authority to
conduct its business, to own and lease its properties and to enter into and perform all of its obligations under this Agreement. 
 c. This
Agreement has been duly authorized by Seller, and upon execution and delivery by the parties thereto, shall constitute the valid, legal and binding obligation of Seller enforceable in accordance with its terms. 

d. No event has occurred or is continuing which constitutes an event of default under this Agreement. There is no action, suit or proceeding
pending or threatened against or effecting Seller before or by any court, administrative agency or other governmental authority which brings into question the validity of the transaction contemplated by this Agreement or which might materially
impair the ability of Seller to perform its obligations under this Agreement or the transaction contemplated hereby. 
 e. Neither the
execution and delivery by the Seller of this Agreement, nor the compliance by the Seller with the provisions of any thereof, conflicts with or results in a breach of any of the provisions of the Articles of Incorporation of Seller, or of any
applicable law, judgment, order, writ, injunction, decree, rule or regulation of any court, administrative agency or other governmental authority, or of any agreement or other instrument to which the Seller is a party or by which it is bound, or
constitutes or will constitute a default under any thereof. 
 f. The transaction contemplated by this Agreement complies with all applicable
federal and state laws, rules and regulations applicable to Seller. 
 g. No consent, approval or authorization of or by any court,
administrative agency or other governmental authority is required in connection with the execution, delivery or performance by Seller of, or the consummation by Seller of the transaction contemplated by this Agreement. 

  
 Page 2 of 4 








 h. Seller is transferring to Buyer good title to the Property, free and clear of all liens and
encumbrances of any kind or description and the Property is, and at the time of closing will be, located at the Seller’s customer’s sites in various locations within the Continental United States, in good operating condition and appearance
and installed (if applicable) and operating in accordance with all manufacturer specifications. 
 7. Buyer’s Representations and
Warranties. Buyer represents and warrants to Seller that: 
 a. Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Utah and in all jurisdictions where such qualification is required for it to conduct business. 
 b. Buyer has
all requisite power and authority to conduct its business, to own and lease its properties and to enter into and perform all of its obligations under this Agreement. 

c. This Agreement has been duly authorized by Buyer, and upon the execution and delivery by the parties thereto, shall constitute the valid,
legal and binding obligation of Buyer enforceable in accordance with its terms. 
 8. Default and Remedies. In the event any of
Seller’s representations made hereunder should be false or misleading in any material respect, or in the event Seller should materially breach any of its warranties or obligations under this Agreement, such event shall constitute a default
under the Master Lease, subject to the applicable cure and grace periods set forth therein and Buyer shall be entitled to exercise all rights and remedies available to it at law or in equity together with all of its rights and remedies under the
Lease as if they were set forth in this Agreement, and for purposes hereof all such rights and remedies shall be incorporated herein by this reference. 

9. Successors. Buyer and Seller agree that this Agreement shall inure to the benefit of and shall be binding upon Seller and Buyer, their
respective successors and assigns. Any assignment by Buyer shall not require Seller’s prior written approval provided such assignee agrees to observe Buyer’s covenant of quiet enjoyment under the Lease Agreement. Seller shall not assign
any interest in this Agreement without Buyer’s prior written consent. 
 10. Survival of Covenants. Buyer and Seller agree that the
warranties, covenants and agreements contained in this Agreement shall survive the passing of title to the Property. 
 11. Miscellaneous.
Section titles are not intended to, and shall not limit or otherwise affect the interpretation of this Agreement. If any provision of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining
provisions hereof shall not be affected or impaired in any way. Any modifications to this Agreement shall be in writing and shall be signed by both parties and their last known assignees, if any. Any terms capitalized herein shall have the meaning
set forth in the Master Lease and the Schedule, which are incorporated herein by reference. 
 12. Entire Agreement. Seller and Buyer agree
that this Agreement and the Lease, together with any amendments, supplements or riders thereto, shall constitute the entire agreement between the parties with respect to the Property and shall supersede all proposals, oral or written, all prior
negotiations and all other communications. 

  
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 13. Legal and Administrative Expenses. Seller shall reimburse Buyer for all charges, costs,
expenses and attorney fees incurred by Buyer in connection with this sale/leaseback transaction. 
 14. No Brokers Fee. Each party
represents it has retained no brokers in this transaction and indemnifies the other party against any brokers’ or other fees which might result from the indemnifying party’s actions. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives as of the day and
year first above written. 
  

									
	LESSOR:	 		 	LESSEE:
			
	ONSET FINANCIAL, INC.	 		 	GREAT BASIN SCIENTIFIC, INC.
					
	BY:	 	/s/ Nancy Eggan	 		 	BY:	 	/s/ Ryan Ashton
		 	Nancy Eggan	 		 		 	Ryan Ashton
	TITLE: 	 	Sr. Vice President	 		 	TITLE: 	 	President


  
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