0001144204-09-009684 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 18th, 2009 • Pressure Biosciences Inc • Measuring & controlling devices, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2009, by and among Pressure BioSciences Inc., a Massachusetts corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 18th, 2009 • Pressure Biosciences Inc • Measuring & controlling devices, nec • Massachusetts

This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2009, by and among 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”).

15-MONTH COMMON STOCK PURCHASE WARRANT PRESSURE BIOSCIENCES INC. WARRANT NO. B-__
Common Stock Purchase Warrant • February 18th, 2009 • Pressure Biosciences Inc • Measuring & controlling devices, nec • Massachusetts

THIS 15-MONTH 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 May 12, 2010, which is 15 months after the Initial Exercise Date, or sooner in accordance with Section 3(b) or Section 5(c) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pressure BioSciences Inc., a Massachusetts corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

15-MONTH PREFERRED STOCK PURCHASE WARRANT PRESSURE BIOSCIENCES INC. WARRANT NO. A-__
Warrant Agreement • February 18th, 2009 • Pressure Biosciences Inc • Measuring & controlling devices, nec • Massachusetts

THIS 15-MONTH PREFERRED 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 May 12, 2010, which is 15 months after the Initial Exercise Date, or sooner in accordance with Section 3(b) or Section 5(b) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pressure BioSciences Inc., a Massachusetts corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company. The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

30-MONTH COMMON STOCK PURCHASE WARRANT PRESSURE BIOSCIENCES INC. WARRANT NO. C-__
Warrant Agreement • February 18th, 2009 • Pressure Biosciences Inc • Measuring & controlling devices, nec • Massachusetts

THIS 30-MONTH 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 August 12, 2011, which is 30 months after the Initial Exercise Date, or sooner in accordance with Section 3(b) or Section 5(c) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pressure BioSciences Inc., a Massachusetts corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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