SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2012 • Pure Bioscience, Inc. • Miscellaneous chemical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2012, between Pure Bioscience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractPure Bioscience, Inc. • June 29th, 2012 • Miscellaneous chemical products
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
ZERO COUPON SECURED CONVERTIBLE NOTE DUE DECEMBER 26, 2012Pure Bioscience, Inc. • June 29th, 2012 • Miscellaneous chemical products • New York
THIS ZERO COUPON SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Zero Coupon Secured Convertible Notes of Pure Bioscience, Inc., a Delaware corporation (the “Company” or the “Debtor”), having its principal place of business at 1725 Gillespie Way, El Cajon, California (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • June 29th, 2012 • Pure Bioscience, Inc. • Miscellaneous chemical products • New York
PURE owns the registered trademarks or pending trademark applications for PURE Bioscience®, Powered by SDC Ag+®, Staph Attack®, Staphacide®, Axenohl™, Axen™, Silvérion®, Kinderguard®, Cruise Control®, Nutripure™, Elderguard®, Critterguard® and Innovex®.
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 29th, 2012 • Pure Bioscience, Inc. • Miscellaneous chemical products • California
This STOCK ESCROW AGREEMENT (this “Agreement”) is dated as of the 26th day of June, 2012, by and among Pure Bioscience, Inc., a Delaware corporation (the “Company”), the undersigned holders of Notes whose names are set forth on Schedule I attached hereto (collectively, the “Noteholders”), or the undersigned person acting as representative of the Noteholders (the “Noteholders’ Representative”) , and U.S. Bank National Association, a national banking association (the “Escrow Agent”), as escrow agent. The Company, Noteholders, and the Noteholders’ Representative are sometimes referred to herein, collectively, as the “Interested Parties.”
