EX-10.33



 Exhibit 10.33 

EMPLOYMENT AGREEMENT 

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into
effective as of October 23, 2013 (the “Effective Date”), by and between PURE BIOSCIENCE, INC., a Delaware corporation (the “Company”), and HENRY R. LAMBERT
(the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. 

RECITALS 

A. The Company desires assurance of the continued association and services of the Executive in order to retain the Executive’s
experience, skills, abilities, background and knowledge, and is willing to engage the Executive’s services on the terms and conditions set forth in this Agreement. 

B. The Executive desires to continue to be in the employ of the Company, and is willing to accept such continued employment on the
terms and conditions set forth in this Agreement. 
 C. The Company and the Executive desire to, among other things, provide for
severance benefits payable to the Executive upon certain qualifying terminations and reflect the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the severance benefits that
may be provided to the Executive. 
 AGREEMENT 

In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable
consideration, the Parties, intending to be legally bound, agree as follows: 
 1. EMPLOYMENT. 

1.1 Term. The Company hereby employs the Executive, and the Executive hereby accepts employment by the Company, upon the terms and
conditions set forth in this Agreement, until the termination of the Executive’s employment in accordance with this Section 1.1 (the “Term”). Executive’s start date shall be September 10, 2013. The
Executive shall be employed at will, subject to the following provisions: 
 (a) Termination by Executive. The Executive may
terminate this Agreement and his employment at any time, for any reason or no reason, with or without Cause (as defined below), by providing the Company with 30-days advance written notice. Thereafter, all obligations of the Company under this
Agreement shall cease except that Executive will be entitled to wages earned through the effective date of such termination as well as the severance compensation and benefits provided in Sections 4 and 5 below, if applicable. 

(b) Termination by the Company. The Company may terminate this Agreement and Executive’s employment at any time, for any reason or
no reason, with or without Cause (as defined below), by providing Executive with 30-days advance written notice. 

  
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Thereafter, all obligations of the Company under this Agreement shall cease except that Executive will be entitled to wages earned through the effective date of such termination as well as the
severance compensation and benefits provided in Sections 4 and 5 below, if applicable. 
 (c) Termination by the Company For Cause.
The Company may terminate this Agreement and Executive’s employment at any time for Cause (as defined below) at any time without prior notice (unless specifically provided for to the contrary), without liability to the Executive except for
wages earned through the effective date of such termination as well as the severance compensation and benefits provided in Sections 4 and 5, as applicable. 

(d) Termination Due to Death or Complete Disability. If Executive dies or suffers a Complete Disability (as defined below) during the
Term, Executive’s employment with the Company shall automatically terminate upon such death or Complete Disability. Thereafter, all obligations of the Company under this Agreement shall cease except that Executive will be entitled to wages
earned through the effective date of such termination as well as the severance compensation and benefits provided in Sections 4 and 5 below, if applicable. 

1.2 Title. The Executive shall have the title of Chief Executive Officer (“CEO”) and shall serve in such other
capacity or capacities as the Board of Directors of the Company (the “Board”) may from time to time prescribe with the Executive’s consent. 

1.3 Duties. The Executive shall do and perform all services, acts or things necessary or advisable to manage and conduct the business
of the Company and which are normally associated with the positions of CEO of a public company, consistent with the Bylaws of the Company and as required by the Board. As CEO, Executive shall employ and terminate key employees, subject only to
policies set by and with the approval of the Board, and shall sign agreements and otherwise commit the Company, subject only to such policies and such approval, and subject to the provisions of such operating budget or budgets as may be approved
from time to time by the Board. During the Term, the Executive shall report directly to the Board. 
 1.4 Policies and Practices. The
employment relationship between the Parties shall be governed by the policies and practices established from time to time by the Company and the Board. 

1.5 Location. Unless the Parties otherwise agree in writing, during the term of this Agreement, the Executive shall perform the
services the Executive is required to perform pursuant to this Agreement at the Company’s offices, located in El Cajon, California, or, with the consent of the Company and the Executive, at any other place at which the Company maintains an
office; provided, however, that the Company may from time to time require the Executive to travel temporarily to other locations in connection with the Company’s business. 

1.6 Appointment to the Board. During and throughout the Term, the Board agrees to appoint Executive as a non-compensated member of the
Board and to nominate Executive to continue to serve on the Board at each meeting of stockholders in which directors are to be elected. In consideration for the Company’s agreements and obligations under this Agreement, Executive agrees to
immediately deliver his resignation from the Board upon the termination of  

  
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his employment with the Company or his removal or resignation from his role as the Company’s CEO. 

2. LOYAL AND CONSCIENTIOUS PERFORMANCE. 

During the Executive’s employment by the Company, the Executive shall devote the Executive’s full business energies, interests,
abilities and productive time to the proper and efficient performance of his duties under this Agreement. Notwithstanding the foregoing, the Executive may engage in personal, investment, civic, and charitable activities to the extent they do not
unreasonably interfere with the Executive’s performance of his duties under this Agreement or violate the Confidentiality Agreement (as defined below). 

3. COMPENSATION OF THE EXECUTIVE. 

3.1 Base Salary. The Company shall pay the Executive a base salary of Three Hundred Fifty Thousand Dollars ($350,000) per year, less
payroll deductions and all required withholdings payable in regular periodic payments in accordance with Company’s policy (the “Base Salary”). Such Base Salary shall be prorated for any partial year of employment on the
basis of a 365 day fiscal year. The Board, or its Compensation Committee, will review the Executive’s rate of Base Salary on an annual basis and may, in its sole discretion, increase the rate then in effect. 

3.2 Annual Discretionary Bonus. In addition to the Executive’s Base Salary, the Executive will be eligible to receive an annual
incentive bonus for each fiscal year. The Executive’s initial target annual incentive bonus for each fiscal year during the Term shall be 50% of his annual Base Salary amount, subject to any discretionary increase or decrease in such amount by
the Board or its Compensation Committee. The incentive bonus amount the Executive will actually receive, if any, shall be determined in the sole discretion of the Compensation Committee by evaluating the Executive’s and the Company’s
performance against milestones and targets established by the Compensation Committee or the Board. Any annual incentive bonus shall be paid to the Executive no later than the fifteenth day of the third month following the fiscal year for which such
bonus was earned. 
 3.3 Reductions to Compensation. The Executive’s compensation may be reduced only by mutual agreement of the
Executive and the Company. 
 3.4 Employment Taxes. All of the Executive’s compensation shall be subject to customary
withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company. 
 3.5
Benefits. The Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any employee benefit plan or arrangement that may be in effect from time to time and is
made generally available to the Company’s executive or key management employees, including but not limited to paid vacation and medical insurance, provided that, the Executive shall be entitled to (i) four (4) weeks paid vacation per
year in accordance with applicable policies of the Company; and, (ii) forty (40) hours of paid sick leave per calendar year. 

  
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 3.6 Stock Awards. 

(a) Restricted Stock Unit Grant. As an inducement to Executive’s commencement of employment Executive will be granted a restricted
stock unit (“RSU”) for five hundred thousand (500,000) shares of the Company’s common stock. The terms and conditions for the RSU are contained in the RSU Agreement attached hereto as Exhibit A and incorporated herein by
reference. 
 (b) Additional Stock Awards. In addition, the Company may grant the Executive additional stock awards at such times and
on such terms as may be decided from time to time by the Board or its Compensation Committee, in their sole discretion. 
 3.7
Expenses. 
 (a) Ordinary Business Expenses. The Executive is authorized to incur reasonable expenses in the conduct of the
business of the Company, including expenses for meals, travel, and other similar items. The Company shall prepay or reimburse the Executive for all such expenses. 

(b) Expense Prepayment and Reimbursement Procedures. All prepayments and reimbursements of the Executive’s expenses pursuant to
this Section 3.7 are subject to the Executive’s provision of invoices, an itemized accounting or other appropriate documentation evidencing such expenses no later than three (3) months following the date such expenses were incurred.
Any reimbursement payment shall be made by the Company as soon as practicable following its receipt of such documentation, but in no event later than the end of the Executive’s taxable year following the year in which the Executive incurred
such expenses. 
 3.8 Indemnification. Company shall indemnify the Executive to the fullest extent permitted by applicable Delaware
law against all costs, expenses, liabilities and losses (including, without limitation, attorneys’ fees, judgments, fines, penalties, ERISA excise taxes, penalties and amounts paid in settlement) reasonably incurred by Employee in connection
with a Proceeding. For the purposes of this Section 3.8, a “Proceeding” shall mean any action, suit or proceeding, whether civil, criminal, administrative or investigative, in which Executive is made, or is threatened to be made, a
party to, or a witness in, such action, suit or proceeding by reason of the fact that Employee is or was an officer, director or employee of Company or is or was serving as an officer, director, member, employee, trustee or agent of any other entity
at the request of Company. Additional indemnification provisions are contained in the Indemnification Agreement attached hereto as Exhibit B and incorporated herein by reference. 

4. TERMINATION BENEFITS. 

4.1 Termination By Executive. If the Executive’s employment is terminated by the Executive without Good Reason (as defined below),
then the Company shall pay to the Executive or the Executive’s heirs the Executive’s Base Salary, any bonus awarded under Section 3.2 not previously paid, and any accrued and unused vacation benefits, each as earned through the date
of termination at the rate then in effect, less standard deductions and withholdings, and the Company shall thereafter have no further obligations to the Executive 

  
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and/or the Executive’s heirs under this Agreement, except as expressly otherwise provided in Sections 4 and 5. If the Executive’s employment terminates due to the Executive’s death
or Complete Disability (as defined below), the Company shall provide to the Executive (or the Executive’s beneficiaries, as applicable) the severance benefits described in Section 4.2 below. 

4.2 Benefits Upon Termination Without Cause or for Good Reason. In the event the Executive’s employment with the Company is
terminated by the Company without Cause (as defined below) or the Executive terminates his employment for Good Reason (as defined below), then subject to the Executive’s delivery to the Company of a Release and Waiver in the form attached
hereto as Exhibit C within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of Executive’s employment, and permitting such Release and Waiver to become fully
effective in accordance with its terms (the date the Executive’s Release becomes fully effective, the “Release Effective Date”), the Company shall provide the Executive with the following severance benefits hereunder, as
applicable: 
 (a) the Executive shall be entitled to severance pay in the form of continued payment of the Executive’s annual
Base Salary then in effect for a period of six (6) months. Such continued payments shall be subject to standard deductions and withholdings and paid in accordance with the Company’s regular payroll policies and practices in the first
payroll period following the Release Effective Date. 
 (b) should the Executive elect to continue group health and dental insurance
benefits in accordance with the provisions of COBRA following the date of termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for the Executive and the Executive’s eligible dependents
for a period of six (6) months after the termination date (the “Continuation Period”). If the Company ceases to provide group health and dental benefits and the Executive converts to an individual policy or policies that
provide a substantially similar level of coverage as the Company’s benefit plans did prior to their termination, the Company shall reimburse the Executive’s actual premium costs for such continued health and dental coverage under the
individual policy or policies for the duration of the Continuation Period. If such reimbursement is not exempt from application of Section 409A of the Code, such reimbursement shall occur strictly in accordance with the procedures established
under Section 3.7(b). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits or individual policy premium benefits without potentially incurring financial
costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether
Executive or Executive’s eligible family members elect group health insurance or individual policy continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly
installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer, or would have been paid by the Executive for an individual policy, as applicable. The Health Care Benefit Payment shall be equal to the amount
that the Company would have otherwise paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), or would have otherwise paid for the individual policy premium reimbursement, as
applicable, and shall be paid until the expiration of the Continuation Period. 

  
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 4.3 Definitions. For purposes of this Agreement, the following terms shall have the
following meanings: 
 (a) Good Reason. “Good Reason” for the Executive to terminate his employment shall mean
the occurrence of any of the following events without the Executive’s consent; provided however, that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: (i) the Executive gives
the Company written notice of his intent to terminate for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s);
(ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and (iii) the
Executive actually resigns his employment within the first ninety (90) days after expiration of the Cure Period; (A) a material reduction by the Company of the Executive’s Base Salary or target bonus percentage as initially set forth
herein or as the same may be increased from time to time (unless reductions comparable in amount and duration are concurrently made for all other executive officers of the Company); (B) a material reduction by the Company of the
Executive’s authority, duties or responsibilities or the assignment to the Executive of any duties substantially inconsistent with the Executive’s positions, duties and responsibilities with the Company; (C) the material relocation of
the Company’s offices that requires an increase in the Executive’s one-way driving distance by more than fifty (50) miles, except for required travel on the Company’s business to an extent substantially consistent with the
Executive’s duties and responsibilities; or (D) a material breach by the Company of this Agreement or any other agreement between the Company and the Executive. 

(b) Cause. “Cause” shall mean that one or more of the following has occurred: (i) the Executive has been
convicted for, or entered a plea of guilty or nolo contendere to, a felony crime involving fraud, dishonesty or violence (under the laws of the United States or any relevant state, in the circumstances, thereof); (ii) the Executive has
intentionally or willfully engaged in material acts of fraud, dishonesty or gross misconduct that have a material adverse effect on the Company; (iii) the willful failure or refusal of Executive to carry out the lawful directions of the Board
or the duties assigned to Executive by the Board; or (iv) any material violation of any written Company policy applicable to the Executive; or (v) any material breach by Executive of any provision of this Agreement or any other agreement
between the Company and Executive. Notwithstanding the foregoing, the Company’s termination of Executive shall not constitute a termination for Cause, unless the Company first provides Executive with written notice of the basis for the
termination and, with respect to a termination based on clauses (iii), (iv) and/or (v) above, a fifteen (15) day period to correct the breach or failure or refusal. During this 15 day notice period, the Executive will be afforded the
opportunity to make a presentation to the Board regarding the matters referred to in the notice. 
 (c) Complete Disability.
“Complete Disability” shall mean the inability of the Executive to perform the Executive’s duties under this Agreement because the Executive has become permanently disabled within the meaning of any policy of disability
income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when the Executive becomes disabled, the term Complete Disability
shall mean the inability of the Executive to 

  
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perform the Executive’s duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based upon medical advice or an opinion provided by a licensed physician
acceptable to the Board, determines to have incapacitated the Executive from satisfactorily performing the Executive’s usual services for the Company for a period of at least one hundred twenty (120) consecutive days during any 12-month
period. 
 5. CHANGE OF CONTROL TERMINATION BENEFITS. 

5.1 Change of Control Severance. In the event that within twelve (12) months following a Change of Control either: (A) the
Executive’s employment with the Company is terminated by the Company without Cause (as defined above) or (B) a condition arises that triggers the Executive’s right to give notice of resignation for Good Reason (as defined above), and
the Executive actually terminates his employment for Good Reason, within the applicable time periods thereafter as provided under Section 4.3, in either case subject to fulfillment of the Release and Waiver requirements of Section 4.2, the
Company shall provide the Executive with the following severance benefits: 
 (a) A single lump sum payment equal to one hundred
percent (100%) of Executive’s annual Base Salary then in effect. 
 (b) Notwithstanding any vesting terms of any stock
option or other equity-based awards, the vesting of all outstanding stock options or other equity-based awards held by the Executive will automatically accelerate and any outstanding stock options and equity-based awards held by the Executive as of
the date of such termination shall continue to be exercisable for twelve (12) months following such termination, but in no event beyond the maximum permitted expiration date of such stock options or equity-based awards, as applicable. 

5.2 Change in Control Defined. For purposes of this Agreement, “Change of Control” shall mean the occurrence of
any of the following events: (i) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets or the exclusive license of substantially all of the intellectual property of the Company material
to the business of the Company resulting in the Company being unable to continue its business as in effect prior to such license; provided, however, that a mortgage, pledge or grant of a security interest to a bona fide lender shall not by itself
constitute a Change of Control; (ii) the consummation of a merger or consolidation of the Company with or into another entity in which the stockholders of the Company exchange their shares of capital stock of the Company for cash, stock,
property or other consideration (except one in which the stockholders of the Company as constituted immediately prior to such transaction continue to hold after the transaction at least 50% of the voting power of the capital stock of the Company or
the surviving or acquiring entity or parent entity of the surviving or acquiring entity); (iii) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (the “Exchange Act”) (other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (b) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company or (c) any current beneficial stockholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and
successors thereof, of beneficial ownership, within the meaning of Rule 13d 3 of the Exchange Act, of securities 

  
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possessing more than 20% of the total combined voting power of the Company’s outstanding securities) hereafter becomes the “beneficial owner,” as defined in Rule 13d 3 of the
Exchange Act, directly or indirectly, of securities of the Company representing 35% or more of the total combined voting power represented by the Company’s then outstanding voting securities; or (iv) individuals who, as of sixty
(60) days after the Effective Date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the
appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be
considered as a member of the Incumbent Board; provided further, however, that a transaction under clauses (ii) or (iii) above shall not constitute a Change of Control: (A) if its primary purpose is to change the state of the
Company’s incorporation, (B) if its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately prior to such transaction, or
(C) if it is a bona fide equity financing in which the Company is the surviving corporation. 
 6. TAX TREATMENT.

 6.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payment or benefit (within the
meaning of Section 280G(b)(2) of the Code) to the Executive or for the Executive’s benefit, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the
Executive’s employment with the Company or a Change of Control (a “Payment” or “Payments”), would be subject to the excise tax imposed under Code Section 4999, or any interest or penalties
are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Payments shall be reduced (but
not below zero) if and to the extent that a reduction in the Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the
Executive received all of the Payments (any such reduced amount is hereinafter referred to as the “Limited Payment Amount”). The Company shall reduce or eliminate the Payments by (i) first reducing or eliminating those
payments which are payable in cash and then (ii) by reducing or eliminating acceleration of stock options, in reverse order beginning with the options that but for the acceleration would have vested the farthest in time from the Determination
(as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any
benefits or compensation. 
 6.2 An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount
and the amount of such Limited Payment Amount shall be made, at the Company’s expense, by the accounting firm that is the Company’s independent accounting firm as of the date of the Change of Control (the “Accounting
Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and the Executive within five (5) days of
the Termination Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and, if the Accounting Firm determines
that no Excise Tax is payable by the 

  
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Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such
Payment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination
shall be binding, final and conclusive upon the Company and the Executive, subject to the application of Section 6.3 below. 
 6.3
As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an “Excess
Payment”) or less (an “Underpayment”) than the amounts provided for by the limitations contained in Section 6.1. 

(a) If it is established, pursuant to a final determination of a court or an Internal Revenue Service (the
“IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, the Executive must repay such Excess Payment to the Company; provided, that no Excess Payment will be repaid by the
Executive to the Company unless, and only to the extent that, the repayment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. 

(b) In the event that it is determined, by (i) the Accounting Firm, the Company (which shall include the position taken by the
Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive’s satisfaction of the Dispute, that an
Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the applicable federal rate under Code
Section 7872(f)(2) from the date such amount would have been paid to the Executive until the date of payment. 
 7. APPLICATION
OF INTERNAL REVENUE CODE SECTION 409A. 
 7.1
Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of
Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with the Executive’s termination of
employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”). 

7.2 For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the
greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity
thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of the Executive’s service, a “specified employee” of the Company or any
successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the 

  
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adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payment shall be delayed until the earlier to occur of: (i) the date that is six months and one
day after the Executive’s Separation From Service”) or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity
thereto, as applicable) shall pay to the Executive a lump sum amount equal to the Severance Benefit payment that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the payment of the Severance Benefits
had not been so delayed pursuant to this Section. 
 7.3 The Severance Benefits are intended to qualify for an exemption from
application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. 

8. CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION. 

As a condition of continued employment the Executive agrees to execute and abide by the Employee Proprietary Information and Inventions
Agreement in the form attached hereto as Exhibit D. 
 9. ASSIGNMENT AND BINDING
EFFECT. 
 This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s heirs,
executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of the Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this
Agreement shall be assignable by the Executive. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives. As a condition to entering into an acquisition agreement, the Company
will require any acquiror or successor to assume its obligations under this Agreement. 
 10. CHOICE OF LAW.

 This Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles
thereof. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of San Diego
County, California, or the federal courts for the United States for the Southern District of California, and no other courts, where this Agreement is made and/or to be performed. 

11. INTEGRATION. 
 This
Agreement, including all Exhibits attached hereto, contains the complete, final and exclusive agreement of the Parties relating to the terms and conditions of the Executive’s employment and the termination of the Executive’s employment,
and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between the Parties and between the Executive and the Company. 

  
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 12. AMENDMENT. 

This Agreement cannot be amended or modified except by a written agreement signed by the Executive and the Board representative specifically
authorized by the Board to execute any such amendment or modification to this Agreement on behalf of the Company. 
 13. SURVIVAL
OF CERTAIN PROVISIONS. 
 Sections 1, 3.4, 3.7, 4 through 12, 13 through 17, 19 and 21 shall
survive the termination of this Agreement. 
 14. WAIVER. 

No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party
against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach. 

15. SEVERABILITY. 
 The
finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the
authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the Parties’ intention with respect to the invalid or unenforceable term or provision.
Any such invalid or unenforceable term or provision shall be revised to the minimum extent necessary to make any such term or provision valid or enforceable in accordance with the Parties’ intentions with respect to such term or provision. 

16. INTERPRETATION; CONSTRUCTION. 

The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. The
Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement. 
 17. REPRESENTATIONS AND WARRANTIES.

 The Executive represents and warrants that the Executive is not restricted or prohibited, contractually or otherwise, from entering
into and performing each of the terms and covenants contained in this Agreement, and that Executive’s execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other person or
entity. 

  
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 18. COUNTERPARTS. 

This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and
the same instrument. In the event that any signature is delivered by fax or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 
 19.
ADVERTISING WAIVER. 
 During the Term the Executive agrees to permit the Company and/or its affiliates,
and persons or other organizations authorized by the Company and/or its affiliates, to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Company and/or its affiliates, or the
machinery and equipment used in the provision thereof, in which the Executive’s name and/or pictures of the Executive taken in the course of the Executive’s provision of services to the Company and/or its affiliates, appear. The Executive
hereby waives and releases any claim or right the Executive may otherwise have arising out of such use, publication or distribution. 
 20.
SPECIFIC ENFORCEMENT. 
 If necessary and where appropriate, the Company shall have the right to enforce
the provisions of the Confidentiality Agreement and the Employee Proprietary Information and Inventions Agreement by injunction, specific performance or other equitable relief without bond and without prejudice to any other rights and remedies the
Company may have for a breach of such Sections of this Agreement. 
 21. NOTICE. 

21.1 Method and Delivery. All notices, requests and demands hereunder shall be in writing and delivered by hand, by Electronic
Transmission, by mail, or by recognized commercial overnight delivery service (such as Federal Express, UPS, or DHL), and shall be deemed given (a) if by hand delivery, upon such delivery; (b) if by Electronic Transmission, upon
confirmation of receipt of same; (c) if by mail, forty eight (48) hours after deposit in the United States mail, first class, registered or certified mail, postage prepaid; or, (d) if by recognized commercial overnight delivery
service, upon such delivery. 
 22.2 Consent to Electronic Transmissions. Each Party hereby expressly consents to the use of
Electronic Transmissions for communications and notices under this Agreement. For purposes of this Agreement, “Electronic Transmissions” means a communication (i) delivered by facsimile telecommunication or electronic mail when
directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the sending Party and (ii) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be
rendered into clearly legible tangible form. 
 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the 23rd day of October
2013. 

  
 12 









					
	EXECUTIVE: 	  		  	 COMPANY:
  

Pure Bioscience, Inc.

			
	 /s/ Henry Lambert

HENRY LAMBERT
	  		  	 /s/ Dave Pfanzelter

		  		  	  
 DAVE PFANZELTER, Chairman
of the Board



  
 13 








 EXHIBIT A 

RSU AGREEMENT 
  







 EXHIBIT B 

INDEMNIFICATION AGREEMENT 
  







 EXHIBIT C 

RELEASE AND WAIVER OF CLAIMS 

In consideration of the payments and other benefits set forth in the Employment Agreement, dated October 23, 2013 (the
“Employment Agreement”), to which this form is attached, I, HENRY LAMBERT, hereby furnish PURE BIOSCIENCE, INC. (the “Company”), with the following
release and waiver (“Release and Waiver”). 
 In exchange for the consideration provided to me by the Employment
Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities,
insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination
thereof prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all
claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests
in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising
under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment
and Housing Act (as amended). Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law, including without limitations, California
Labor Code Sections 2800 and 2802; to payments under Section 4.2 of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under the California Workers’ Compensation Act;
under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other right that is not waivable under applicable law. 

I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the
debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may have against the Company. 

I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing
and voluntary, and that the consideration 







 
given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this
Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this
Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider
this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and
(e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired unexercised. 
 This
Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not
expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. 
  

							
				
	Date:
                                    	 		 	By:  	 	 
		 		 		 	HENRY LAMBERT


  
 2 








 EXHIBIT D 

PURE BIOSCIENCE, INC. 

EMPLOYEE PROPRIETARY INFORMATION 

AND INVENTIONS AGREEMENT 

In consideration of my employment or continued employment by PURE BIOSCIENCE, INC. (the
“Company”), and the compensation now and hereafter paid to me, I hereby agree as follows, effective as of September 10, 2013: 

 


 1. NONDISCLOSURE 

1.1 Recognition of Company’s Rights; Nondisclosure. At all times during my employment and thereafter, I will hold in strictest
confidence and will not disclose, use, lecture upon or publish any of the Company’s and/or its Affiliates’ Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work
for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my
work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company
and its assigns. For purposes of this Agreement, “Affiliate” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under
common control with such specified entity. 
 1.2 Proprietary Information. The term “Proprietary Information”
shall mean any and all confidential and/or proprietary knowledge, data or information of the Company and/or its Affiliates. By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets,
inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as
“Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and
customers; and (c) information regarding the skills and compensation of other employees of the Company



 
and/or its Affiliates. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry, which is not gained
as result of a breach of this Agreement, and my own, skill, knowledge, know-how and experience to whatever extent and in whichever way I wish. 

1.3 Third Party Information. I understand, in addition, that the Company has received and in the future will receive from third
parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the
term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or
use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing. 

1.4 No Improper Use of Information of Prior Employers and Others. During my employment by the Company I will not improperly use or
disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any
property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is
generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.


 


  
 1. 








 
 2. ASSIGNMENT OF INVENTIONS. 

2.1 Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and
other intellectual property rights throughout the world. 
 2.2 Prior Inventions. Inventions, if any, patented or unpatented, which
I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit B (Previous Inventions) attached hereto a complete list
of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be
my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any
prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full
disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with
the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple
tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the
Company’s prior written consent. 
 2.3 Assignment of Inventions. Subject to Sections 2.4, and 2.6, I hereby assign and agree
to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment
with the Company. Inventions



 
assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions.” 

2.4 Nonassignable Inventions. This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under
Section 2870 of the California Labor Code (hereinafter “Section 2870”). I have reviewed the notification on Exhibit A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the
notification. 
 2.5 Obligation to Keep Company Informed. During the period of my employment and for six (6) months after
termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose
to the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection
under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my
consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any
Invention that does not fully qualify for protection under Section 2870. 
 2.6 Government or Third Party. I also agree to
assign all my right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company. 

2.7 Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within
the scope of my employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). 

2.8 Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United
States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents


 


  
 2. 









 
and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such
Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to
such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on
such assistance. 
 In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection
with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and
in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the
Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. 

3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form
that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at
all times. 
 4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the Company I will not,
without the Company’s express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the
Company and for one (l) year after the date of termination of my employment by the Company I will not induce any employee of the Company to leave the employ of the Company. 

5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms of this Agreement and as an
employee of the Company does



 
not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will
not enter into, any agreement either written or oral in conflict herewith. 
 6. RETURN OF COMPANY
DOCUMENTS. When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material
containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement.

 7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and
because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. 
 8.
NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing. 
 9.
NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this
Agreement. 
 10. GENERAL PROVISIONS. 

10.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the
State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents.


 


  
 3. 








 
 10.2 Severability. In case any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 

10.3 Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives
and will be for the benefit of the Company, its successors, and its assigns. 
 10.4 Survival. The provisions of this Agreement
shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee. 

10.5 Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of
employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause. 

10.6 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No
waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.



 10.7 Entire Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement
shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final,
complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. 

This Agreement shall be effective as of the Effective Date, namely: September 10, 2013. 

I HAVE READ THIS AGREEMENT CAREFULLY AND
UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT B TO THIS
AGREEMENT. 
 Executed: October 23, 2013 

/s/ Henry Lambert 
  

(Signature) 
 HENRY LAMBERT 

 
 (Printed Name) 

ACCEPTED AND AGREED TO: 

PURE BIOSCIENCE, INC. 

			
		
	By:	 	/s/ Peter C. Wulff
	Title:	 	Chief Financial Officer

 Executed: October 23, 2013


 


  
 4. 








 EXHIBIT A 

LIMITED EXCLUSION NOTIFICATION 

THIS IS TO NOTIFY you in accordance with Section 2872 of the
California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company’s equipment,
supplies, facilities or trade secret information except for those inventions that either: 
  

	 	1.	Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; 


 

	 	2.	Result from any work performed by you for the Company. 

 To the extent a provision in the
foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable. 

This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its
agencies requiring full title to such patent or invention to be in the United States. 
 I ACKNOWLEDGE
RECEIPT of a copy of this notification. 
  

			
		
	By:  	 	/s/ Henry Lambert
		 	Henry Lambert
	
	Date: October 23, 2013


 WITNESSED BY: 

	
	
	/s/ Peter Wulff
	(PRINTED NAME OF REPRESENTATIVE)


  
 1. 








 EXHIBIT B 

 

					
	TO:	  	PURE BIOSCIENCE, INC.	  	
			
	FROM:	  	  
	  	
			
	DATE:	  	  
	  	
			
	SUBJECT:	  	Previous Inventions	  	

 1. Except as listed in Section 2 below, the following is a complete list of all inventions or
improvements relevant to the subject matter of my employment by PURE BIOSCIENCE, INC. (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with
others prior to my engagement by the Company: 
  

	 	 ̈	No inventions or improvements. 

  

	 	 ̈	See below: 

  
  

 
  

 
  

 

	 ̈	Additional sheets attached. 

 2. Due to a prior confidentiality agreement, I cannot
complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies). 

 

							
		  	Invention or Improvement	  	Party(ies)	  	Relationship
				
	 1.      
	  	  
	  	  
	  	  

				
	 2.      
	  	  
	  	  
	  	  

				
	 3.      
	  	  
	  	  
	  	  


  

	 ̈	Additional sheets attached.