0001079973-09-000553 Sample Contracts

COMMON STOCK PURCHASE WARRANT PURE BIOSCIENCE

Common Stock Purchase Warrant • May 22nd, 2009 • Pure Bioscience • Miscellaneous chemical products

• Contract Type
  Common Stock Purchase Warrant
• Filed
  May 22nd, 2009
• Company
  Pure Bioscience
• Industry
  Miscellaneous chemical products

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the date hereof (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 Pure Bioscience, a California corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • May 22nd, 2009 • Pure Bioscience • Miscellaneous chemical products • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  May 22nd, 2009
• Company
  Pure Bioscience
• Industry
  Miscellaneous chemical products
• Jurisdiction
  New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2009, between Pure Bioscience, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AXIOM Capital Management, Inc. 780 Third Avenue. New York, NY 10017

Placement Agent Agreement • May 22nd, 2009 • Pure Bioscience • Miscellaneous chemical products • New York

• Contract Type
  Placement Agent Agreement
• Filed
  May 22nd, 2009
• Company
  Pure Bioscience
• Industry
  Miscellaneous chemical products
• Jurisdiction
  New York

This letter (the “Agreement”) constitutes the agreement between PURE BioScience (the ‘Company or PURE), a California corporation and Axiom Capital Management, Inc. (“Axiom”, the “PA” or the “Placement Agent”) that Axiom shall serve as the placement agent for the Company, on a non­exclusive basis for a period of sixty days (60) days following execution of this Agreement, in connection with the proposed offer of registered securities (the ‘Offering”) by the Company of Units comprised of common stock, and warrants in any combination as further defined in the Offering Documents described below (the “Securities”) to accredited investors (the “Purchasers”). This Agreement supersedes any prior agreements between PURE and Axiom.