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 2 to october 26, 2016 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



 


	Amendment
    No. 2	 
	Principal:
    US$3,500,000	Amendment
    No. 2 Issue Date: August 18, 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 XXXXX, an individual residing
at 175 West Jackson Blvd, Suite 400, Chicago, IL 60091 (the “Holder”) for the principal sum of Two Million
United States Dollars (US$2,000,000);


 


WHEREAS,
the Company and the Holder amended the Original Note on May 2, 2017 (the “Amendment Number 1 Issue Date”),
to, among other amendments, increase the principal sum to Three Million United States Dollars (US$3,000,000) (“Amendment
Number 1”); and


 


WHEREAS,
the Company and the Holder wish to again amend the Original Note with such amendment having an issue date of August 18, 2017 (this
“Amendment Number 2”), the Original Note having the Original Issue Date, and Amendment Number 1 having the
Amendment Number 1 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 as amended by Amendment
    Number 1.
	 	 	 
	 	2.	The
    definition of Principal Amount in the Original Note as amended by Amendment Number 1 is changed to Three Million Five Hundred
    United States Dollars (US$3,500,000).
	 	 	 
	 	3.	All
    other terms and conditions of the Original Note as amended by Amendment Number 1 shall remain in full force and effect.
	 	 	 
	 	4.	This
    Amendment Number 2 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 2 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]


 






    	 



    	 



    

 






IN
WITNESS WHEREOF, this Amendment Number 2 has been executed and delivered on the Amendment No. 2 Issue Date specified above.


 


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


 


[signature
page to Amendment Number 2]