NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


PRESSURE
BIOSCIENCES, inc.


 


amendment
number 1 to october 26, PROMISSORY NOTE


 


	Original
    Principal: US$2,000,000	Original
    Issue Date: October 26, 2016
	 	 
	Amendment
    No. 1	 
	Principal:
    US$3,000,000	Amendment
    No. 1 Issue Date: May 2, 2017


 





WHEREAS, PRESSURE
BIOSCIENCES, INC., a corporation incorporated under the laws of the Commonwealth of Massachusetts and located at 14 Norfolk
Avenue, South Easton, MA 02375 (the “Company”) previously issued a Promissory Note (the “Original Note”)
on October 26, 2016 (the “Original Issue Date”), in favor of__, an individual residing at (the “Holder”)
for the principal sum of Two Million United States Dollars (US$2,000,000);




 


WHEREAS,
pursuant to oral agreements, the Holder provided Revolver Advances of $250,000 to the Company on March 23, 2017 and $250,000 on
May 2, 2017, with such Revolver Advances, when combined with all other previous Revolver Advances pursuant to the Original Note,
aggregating to a principal sum of Two Million Five Hundred Thousand United States Dollars (US$2,500,000) (the “March
and May Advances”);


 


WHEREAS,
the Company and the Holder wish to clarify that the March and May Advances were requested and made pursuant to a planned amendment
to the Original Note; and


 


WHEREAS,
the Company and the Holder wish to amend the Original Note with such amendment having an issue date of May 2, 2017 (this “Amendment
Number 1”) and the Original Note having the Original Issue Date.


 




    	 	 	 



    	 		 



    

 


NOW,
THEREFORE, in consideration of, among other things, the premises, representations, respective covenants and agreements contained
herein, each party hereby agrees to the following:


 


	 	1.	Capitalized
    terms used, but not defined, herein, shall have the meanings ascribed to such terms in the Original Note.
	 	 	 
	 	2.	In
    consideration for entering into this Amendment Number 1, the Company agrees to issue to the Holder 500,000 restricted shares
    of the Company’s common stock within seven (7) Business Days of May 2, 2017.
	 	 	 
	 	3.	The
    definition of Principal Amount in the Original Note is changed to Three Million United States Dollars (US$3,000,000).
	 	 	 
	 	4.	The
    definition of Trigger Date in Section 1(c)(i) of the Original Note is changed to “July 25, 2017 (such date, the “Trigger
    Date”);”.
	 	 	 
	 	5.	Section
    4 of the Original Note is replaced in its entirety and shall read as follows:


 


	 	a.	4.
    Qualified Offering. On or prior to May 9, 2017, the Holder shall inform the Company its request to be repaid in cash,
    on the closing of the Qualified Offering, an exact amount (up to $1,000,000) of the outstanding balance of the Note (principal
    and interest). The repayment shall be made from the proceeds of the Qualified Offering within five (5) Business Days from
    the closing of the Qualified Offering. Any portion of the Note not repaid in cash from the proceeds of the Qualified Offering
    shall be entirely repaid (including principal and interest) via the conversion, on the closing of the Qualified Offering,
    into unregistered Series S convertible preferred stock of the Company at a purchase price that is eighty percent (80%) of
    the purchase price of the securities sold by the Company in connection with the Qualified Offering and unregistered warrants
    in like form to the warrants issued in the Qualified Offering (except that the warrants issued to the Holder will have a cashless
    exercise provision) equal to _% (the same percentage of warrant coverage issued in the Qualified Offering) of the stock underlying
    the Series S on an as-converted basis, at an exercise price equal to eighty percent (80%) of the exercise price of the warrants
    issued in the Qualified Offering. 


 


	 	6.	The
    definition of Exercise Price in Section 5(b) of the Original Note is changed to “with an exercise price of the lower
    of (i) forty cents ($0.40) or (ii) the per share purchase price of the shares of common stock sold in the Qualified Offering
    (the “Exercise Price”).”
	 	 	 
	 	7.	A
    new Section 13(l) is added to the Original Note as follows:


 


	 	a.	(l)
    Conflict between This Note and Warrants. In the case of any conflict between this Note and the warrants issued pursuant
    to Section 5(b) of this Note, the terms of this Note shall govern. For the avoidance of doubt, irrespective of the exercise
    price listed in Section 1(b) of the warrants issued pursuant to Section 5(b) of this Note, the Exercise Price of such warrants
    shall be as defined in this Note.


 




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	 	8.	All
    other terms and conditions of the Original Note shall remain in full force and effect, including, for the avoidance of doubt,
    the Company’s obligation to pay a Warrant Fee pursuant to Section 5(b) within seven business days of the date upon which
    the Holder makes a principal advance to the Company.
	 	 	 
	 	9.	This
    Amendment Number 1 may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
    each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
    instrument. This Amendment Number 1 may be executed by facsimile transmission, PDF, electronic signature or other similar
    electronic means with the same force and effect as if such signature page were an original thereof.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, this Amendment Number 1 has been executed and delivered on the Amendment No. 1 Issue Date specified above.


 


	 	COMPANY:
	 	 
	 	PRESSURE
    BIOSCIENCES, INC.
	 	 	 
	 	By:	 
	 	Name:	Richard
T. Schumacher
	 	Title:	President
    and CEO
	 	 	 
	 	HOLDER:
	 	 	 
	 	 	 


 


[signature
page to Amendment Number 1]


 




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