PROMISSORY
NOTE


 


	$500,000.00	June
    28, 2018


 


FOR
VALUE RECEIVED, Pure Bioscience, Inc., a Delaware corporation (the “Company), hereby promises to pay Tom Y. Lee (the “Lender”),
the principal sum of Five Hundred Thousand Dollars ($500,000), together with interest thereon from the date of this Note. Interest
shall accrue at a rate of 6.5% per annum, compounded annually. The principal and accrued interest shall be due and payable by
the Company on demand by Lender at any time after June 28, 2019.


 


1.
Payment. All payments shall be made in lawful money of the United States of America at the principal office of the Company,
or at such other place as the holder hereof may from time to time designate in writing to the Company. Payment shall be credited
first to Costs (as defined below), if any, then to accrued interest due and payable and the remainder applied to principal. Prepayment
of principal, together with accrued interest, may be made without Lender’s written consent and without penalty. The Company
hereby waives demand, notice, presentment, protest and notice of dishonor.


 


2.
Security. This Note is a general unsecured obligation of the Company.


 


3.
Miscellaneous.


 


3.1
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Note shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Note, except as expressly provided in this Note.


 


3.2
Governing Law. This Note shall be governed by and construed under the laws of the State of California as applied to agreements
among California residents, made and to be performed entirely within the State of California.


 


3.3
Approval. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved
the Company’s execution of this Promissory Note based upon a reasonable belief that the principal provided hereunder is
appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.


 


3.4
Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively
given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt.


 




    	 



    	 



    

 


3.5
Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing
party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief
to which such party may be entitled.


 


3.6
Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision
shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.


 


3.7
Costs and Expenses. The Company hereby agrees, subject only to any limitation imposed by applicable law, to pay all expenses,
including reasonable attorneys’ fees and legal expenses, incurred by the Holder of this Note in endeavoring to collect any
amounts payable hereunder which are not paid when due, whether by declaration or otherwise (“Costs”). The Company
agrees that any delay on the part of the Holder in exercising any rights hereunder will not operate as a waiver of such rights.
The Holder of this Note shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies,
and no waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies.


 


3.8
Entire Agreement; Amendments and Waivers. This Note and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Any term of this Note
may be amended and the observance of any term may be waived (either generally or in a particular instance and either retroactively
or prospectively), with the written consent of the the Company and the Lender. Any waiver or amendment effected in accordance
with this Section shall be binding upon each future holder of all such securities, and the Company.


 


3.9
Officers and Directors not Liable. In no event shall any officer or director of the Company be liable for any amounts due
and payable pursuant to this Note.


 


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	 	PURE
    BIOSCIENCE, INC.
	 	 	 
	 	By:	/s/
    Hank Lambert
	 	Name:	Hank
Lambert
	 	Title:
    	Chief
    Executive Officer 


 


	Acknowledged and Agreed
	 	 
	Tom Y. Lee.
	 	 	 
	By:	/s/
    Tom Y. Lee	 
	Name:
    	Tom
    Y. Lee