SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2011 • Pressure Biosciences Inc • Measuring & controlling devices, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 8, 2011, between Pressure Biosciences, Inc., a Massachusetts corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT PRESSURE BIOSCIENCES, INC. WARRANT NO. F-__Common Stock Purchase Warrant • November 10th, 2011 • Pressure Biosciences Inc • Measuring & controlling devices, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May ___, 2012 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pressure BioSciences, Inc., a Massachusetts corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company, par value $0.01 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT November 8, 2011Placement Agency Agreement • November 10th, 2011 • Pressure Biosciences Inc • Measuring & controlling devices, nec • New York
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • November 10th, 2011 • Pressure Biosciences Inc • Measuring & controlling devices, nec
This Amendment No. 2 (this “Amendment”), dated as of November __, 2011, to the Rights Agreement dated as of February 27, 2003, between Pressure BioSciences, Inc. (formerly known as Boston Biomedica, Inc.), a Massachusetts corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, successor-in-interest to Computershare Trust Company, Inc., a Colorado corporation (the “Rights Agent”), as amended by Amendment No. 1 to Rights Agreement, dated as of April 16, 2004 (as so amended, the “Rights Agreement”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Rights Agreement.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • November 10th, 2011 • Pressure Biosciences Inc • Measuring & controlling devices, nec • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 25th day of October 2011 by and among PRESSURE BIOSCIENCES, INC., a Massachusetts corporation (the “Company”), having an address at 14 Norfolk Avenue, South Easton, MA, LADENBURG THALMANN & CO., INC., a Delaware corporation (“Placement Agent”), having an address 4400 Biscayne Blvd., 12th Floor, Miami, FL 33137, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated as of ______ ___, 2011 as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
