EXHIBIT 10.1 


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of the date listed on the signature pages
hereto, is by and among Pressure Biosciences, Inc., a Massachusetts corporation with offices located at 14 Norfolk Avenue, South
Easton, Massachusetts 02375 (the ”Company”), and the investors listed on the Schedule of Purchasers attached
hereto (individually, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


A.       The
Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), pursuant to Regulation
D (“Regulation D”) or Regulation S (“Regulation S”) as promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the 1933 Act.


 


B.       Each
Purchaser wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, the aggregate
number of units (each a “Unit” or collectively, the “Units”) as set forth opposite such
Purchaser’s name in column (3) on the Schedule of Purchasers, with each Unit consisting of: (i) one (1) share of common
stock, par value $0.01 (the “Common Stock”), of the Company (the “Common Shares”), with
each such Common Share bearing a restrictive legend, and (ii) a warrant to purchase one (1) share of Common Stock, in the form
attached hereto as Exhibit A (the “Warrants”) (as exercised, collectively, the “Warrant
Shares”).


 


C.       The
Common Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”
The Units shall be delivered in the form of one certificate for restricted shares of Common Stock representing the aggregate number
of Common Shares purchased and one warrant, with a restrictive legend, representing the aggregate number of Warrant Shares purchased.


 


D.       Capitalized
terms used but not defined in this Agreement shall have the meanings set forth in that certain Confidential Private Placement
Memorandum dated July 15, 2016 (the “Memorandum”).


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereby agree as follows:


 


		1.	PURCHASE
                                         AND SALE OF COMMON SHARES AND WARRANTS.



(a)
        Common Shares and Warrants . Subject to the satisfaction (or waiver) of
the conditions set forth in a Subscription Agreement and Investor Questionnaire, the Company shall issue and sell to each Purchaser,
and each Purchaser shall purchase from the Company, on a Tranche Closing Date, such aggregate number of Units as is set forth
opposite such Purchaser’s name in column (3) on the Schedule of Purchasers.


 






    	 	 	 



    	 



    


 


(b)
      Purchase Price. The aggregate purchase price for the Units to be purchased by each
Purchaser (the “Purchase Price”) shall be the amount set forth opposite such Purchaser’s name in column
(6) on the Schedule of Purchasers.


 


(c)       Form
of Payment. On a Tranche Closing Date, (i) each Purchaser shall pay its respective Purchase Price to the Company for the Units
to be issued and sold to such Purchaser on such Tranche Closing Date, by wire transfer of immediately available funds in accordance
with the Company’s written wire instructions contained in the Subscription Agreement and Investor Questionnaire and (ii) the
Company shall deliver to each Purchaser (A) one certificate representing the aggregate number of Common Shares as is set forth
opposite such Purchaser’s name in column (4) of the Schedule of Purchasers, (B) one Warrant pursuant to which such Purchaser
shall have the right to initially acquire up to such number of the Warrant Shares as is set forth opposite such Purchaser’s
name in column (5) of the Schedule of Purchasers, in all cases, duly executed on behalf of the Company and registered in the name
of such Purchaser or its designee.


 


		2.	PURCHASER’S
                                         REPRESENTATIONS AND WARRANTIES.



Each
Purchaser, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date
hereof and as of the Tranche Closing Date:


 


(a)                
Organization; Authority. Such Purchaser, if an entity, is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions
contemplated by this Agreement, the Subscription Agreement and Investor Questionnaire, and Warrant and each of the other agreements
and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby
and thereby, as may be amended from time to time (collectively, the “Transaction Documents”) to which it is
a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b)                
No Public Sale or Distribution. Such Purchaser is (i) acquiring its Common Shares and Warrants, and (ii) upon exercise
of its Warrants will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with
a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities
laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein,
such Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its
business. Such Purchaser does not presently have any agreement or understanding, directly or indirectly, with any entity or individual
(each such entity or individual, a “Person”) to distribute any of the Securities in violation of applicable
securities laws.


 


(c)                
Investor Status. Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D, or not a U.S. Person as that term is defined in Regulation S, or if such person is not an accredited investor, a sophisticated
investor who:


 



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		(i)	represents
                                         that such investor is acquiring the Securities for such investor’s own account,
                                         for investment only not with a view to the resale or distribution thereof;



 


		(ii)	acknowledges
                                         that the right to transfer the Securities will be restricted by the Securities Act, applicable
                                         state securities laws and certain contractual restrictions, and that the investor’s
                                         ability to do so will be restricted by the absence of a market for the Securities;



 


		(iii)	represents
                                         that such investor has such knowledge and experience in financial and business matters
                                         that he or she is capable of evaluating the merits and risks of the prospective investment;
                                         and
	 	 	 
	 	(iv)	represents
                                         that such investor qualifies as one or more of the following:



   


(1)     has
an investment of $250,000 or more in shares;


 


		(2)	has
                                         personal income before taxes for his or her last fiscal year or latest 12-month period
                                         of at least $300,000;



 


		(3)	is
                                         capable of bearing the economic risk of his or her investment and has a net worth (exclusive
                                         of home, home furnishings, personal automobiles and the amount to be invested in these
                                         shares) of at least five (5) times the total purchase price of the shares subscribed
                                         for by the investor.



 


(d)                
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such
exemptions and the eligibility of such Purchaser to acquire the Securities.


 


(e)                
Information. Such Purchaser and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested
by such Purchaser. Such Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company.
Such Purchaser understands that its investment in the Securities involves a high degree of risk. Such Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Securities.


 


(f)                 
No Governmental Review. Such Purchaser understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 




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(g)                
Transfer or Resale. Such Purchaser understands that: (i) the Securities have not been and are not being registered under
the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, (B) such Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel
to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Purchaser provides
the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A
promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is
not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other
Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.


 


(h)                
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Purchaser
and constitute the legal, valid and binding obligations of such Purchaser enforceable against such Purchaser in accordance with
their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 


(i)                  
No Conflicts. The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such
Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii)
above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.


 


(j)                 
Residency. Such Purchaser is a resident of the jurisdiction specified below its address on the Schedule of Purchasers.


 


(k)       Certain
Trading Activities. Such Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any
understanding with such Purchaser, engaged in any transactions in the securities of the Company (including, without limitation,
Short Sales involving the Company’s securities) since the time that such Purchaser was first contacted by the Company or
the Placement Agent regarding the investment in the Company contemplated herein. “Short Sales” include, without
limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act (“Regulation
SHO”) and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, swaps and similar
arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign
regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 




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		3.	REPRESENTATIONS
                                         AND WARRANTIES OF THE COMPANY.



The
Company represents and warrants to each of the Purchasers that, as of the date hereof and as of the Tranche Closing Date:


 


(a)                
Organization and Qualification. Each of the Company and its Subsidiary are entities duly organized and validly existing
and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization
to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each
of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every
jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used
in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties,
assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or
any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction
Documents or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations
under any of the Transaction Documents. Other than the Persons set forth on Schedule 3(a), the Company has no Subsidiaries. “Subsidiaries”
means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity
or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration
of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.” 


 


(b)                
Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations
under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof.
The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares and the
issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants)
have been duly authorized by the Company’s board of directors or other governing body and no further filing, consent or
authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has
been, and the other Transaction Documents will be prior to the Tranche Closing Date, duly executed and delivered by the Company
or its agent, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in
accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited
by federal or state securities law.


 






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(c)                
Issuance of Securities. The Common Shares, when issued, will be validly issued, fully paid and nonassessable and free from
all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders
being entitled to all rights accorded to a holder of Common Stock. The Warrants are duly authorized and upon issuance in accordance
with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive
or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. Upon exercise in accordance
with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive
or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled
to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Purchasers
in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.


 


(d)                
Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that to its actual
knowledge each Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents
and the transactions contemplated hereby and thereby. The Company further represents to each Purchaser that the Company’s
decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by
the Company and its representatives.


 


(e)                
Dilutive Effect. The Company understands and acknowledges that the number of Warrant Shares will increase in certain circumstances.
The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with
this Agreement and the Warrants is, absolute and unconditional regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company.


 


(f)                 
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of
or in default under its Certificate of Incorporation, Bylaws, any certificate of designation, preferences or rights of any other
outstanding series of preferred stock of the Company or any of its Subsidiaries or their organizational charter, certificate of
formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation
of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries.


 


(g)                
Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment
company,” an affiliate of an “investment company,” a company controlled by an “investment company”
or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company” as such terms are defined in the Investment Company Act of 1940, as amended.


 






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(h)                
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers
or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public
information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this
Agreement, the other Transaction Documents, and the Memorandum. The Company understands and confirms that each of the Purchasers
will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to
the Purchasers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including
the schedules to this Agreement, furnished by or on behalf of the Company, the Placement Agent or the Company’s Subsidiaries
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No
event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their
business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which,
under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company
but which has not been so publicly disclosed. The Company acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.


 


		4.	COVENANTS.



 





(a)                
Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and
to provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Tranche Closing Date,
take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the
Securities for sale to the Purchasers on the Tranche Closing Date pursuant to this Agreement under applicable securities or “Blue
Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence
of any such action so taken to the Purchasers on or prior to the Tranche Closing Date. Without limiting any other obligation of
the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the
Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws
and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal, state and local laws,
statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Purchasers. 


 


(b)                
Use of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes, but
not, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries, other than
for trade payables incurred in the normal course of business; and (ii) the redemption or repurchase of any securities of the Company
or any of its Subsidiaries. 


 


(c)               
Reservation of Shares(i)    . On and after March 31, 2017 until such time as the Warrant is no longer outstanding,
the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this Warrant.


 




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		5.	TRANSFER
                                         AGENT INSTRUCTIONS; LEGEND.



(a)                
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent
transfer agent in a form acceptable to each of the Purchasers (the “Irrevocable Transfer Agent Instructions”)
to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts
as specified from time to time by each Purchaser to the Company upon the exercise of the Warrants (as the case may be). The Company
represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section
5(a), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent
with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the
Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Purchaser effects a
sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall
promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by
such Purchaser to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Warrant
Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 (assuming
the transferor is not an affiliate of the Company), the transfer agent shall issue such shares to such Purchaser, assignee or
transferee (as the case may be) without any restrictive legend in accordance with Section 5(c) below. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Section 5(a) will be inadequate and agrees, in the event of
a breach or threatened breach by the Company of the provisions of this Section 5(a), that a Purchaser shall be entitled, in addition
to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without any bond or other security being required. 


 


(b)                
Legends. Each Purchaser understands that the Securities have been issued (or will be issued in the case of the Warrant
Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and
except as set forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and
a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock
certificates):


 


[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE]
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE 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.


 




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(c)
Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section
5(b) above or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of
such Securities is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the
transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under
Rule 144 (provided that a Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale,
assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment
or other transfer (other than under Rule 144), provided that such Purchaser provides the Company with an opinion of counsel to
such Purchaser, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be
made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable
requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by
the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days following
the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate representing
such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the
reissuance and/or transfer, if applicable), together with any other deliveries from such Purchaser as may be required above in
this Section 5(c), as directed by such Purchaser, either: (A) provided that the Company’s transfer agent is participating
in the DTC Fast Automated Securities Transfer Program and such Securities are Common Shares or Warrant Shares, credit the aggregate
number of shares of Common Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance
account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser,
a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such
Purchaser or its designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s
or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the foregoing
is referred to herein as the “Required Delivery Date”). The Company shall be responsible for any transfer agent
fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance
herewith.


 






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		6.	MISCELLANEOUS.



(a)                
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)                
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page 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 signature page were an original
thereof.


 


(c)                
Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to
include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement
instead of just the provision in which they are found.


 


(d)                
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 




    	 	 10	 



    	 



    





 


(e)                
Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto
and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the
Purchasers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf solely with respect to the matters
contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto
and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect
to the matters covered herein and therein. 


 


(f)                 
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery
specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
shall be:


 


If
to the Company:


 


Pressure
BioSciences, Inc.


14
Norfolk Avenue


South
Easton, Massachusetts 02375

Telephone: (508) 230-1828

Attention: Chief Executive Officer


 


If
to the Placement Agent:


 


Garden
State Securities, Inc.


328
Newman Springs Rd.


3rd
Floor


Red
Bank, NJ 07701


Telephone:
(732) 212-1029





If
to a Purchaser, to its address and facsimile number set forth on the Schedule of Purchasers, with copies to such Purchaser’s
representatives as set forth on the Schedule of Purchasers, or to such other address and/or facsimile number and/or to the attention
of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the
effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date,
recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively.


 




    	 	 11	 



    	 



    


 


(g)                
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of any of the Securities. The Company shall not assign this Agreement or any
rights or obligations hereunder without the prior written consent of the Purchasers, including, without limitation, by way of
a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with the applicable provisions governing
Fundamental Transactions set forth in the Warrants). A Purchaser may assign some or all of its rights hereunder in connection
with any transfer of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to
be a Purchaser hereunder with respect to such assigned rights.


 


(h)                
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i)                  
Survival. The representations, warranties, agreements and covenants shall survive the Tranche Closing Date. Each Purchaser
shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(j)                 
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


(k)                
Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall
limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices,
shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted
for stock splits, stock combinations and other similar transactions that occur with respect to the Common Stock after the date
of this Agreement.


 


(l)                  
Remedies. Each Purchaser and each holder of any Securities shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and
all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall
be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes
that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s
(as the case may be) obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Purchasers.
The Company therefore agrees that the Purchasers shall be entitled to seek specific performance and/or temporary, preliminary
and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity
of proving actual damages and without posting a bond or other security.


 




    	 	 12	 



    	 



    


 


(m)              
Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the
case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights


 


(p)       Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under the Transaction Documents are
several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction
Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as, and
the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other
kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company
acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with
respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Purchaser to purchase
Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser. Each Purchaser
acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment
hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring such Purchaser’s
investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Purchaser confirms
that each Purchaser has independently participated with the Company and its Subsidiaries in the negotiation of the transaction
contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect
and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such
purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in
the control of the Company, not the action or decision of any Purchaser, and was done solely for the convenience of the Company
and its Subsidiaries and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed
that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary
and a Purchaser, solely, and not between the Company, its Subsidiaries and the Purchasers collectively and not between and among
the Purchasers.


 


[signature
pages follow]


 




    	 	 13	 



    	 



    


 


IN
WITNESS WHEREOF, each Purchaser and the Company have caused their respective signature page to this Agreement to be duly executed
as of as of _______ __, 2016.


 


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



 



    	 	 14	 



    	 



    


 


IN
WITNESS WHEREOF, each Purchaser and the Company have caused their respective signature page to this Agreement to be duly executed
as of _______ __, 2016.


 


	 	BUYER:
	 	 	 
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	 15	 



    	 



    


 


Schedule
of Purchasers


 


	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(6)	 	(7)
	Buyer	 	Address
    and Facsimile Number	 	Number
    of Units	 	Number
                                         of

        Common
        Shares
	 	Number
                                         of

        Warrant
        Shares
	 	Purchase
    Price 	 	Legal
    Representative’s

    Address and Facsimile

    Number
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	 	 16