Exhibit
10.1


 


SECOND
AMENDMENT TO


BINDING
ACQUISITION LETTER OF INTENT


 


THIS
SECOND AMENDMENT TO BINDING ACQUISITION LETTER OF INTENT (this “Amendment”), effective as of the 1st
day of October 2020 (the “Effective Date”), is made by and between Pressure BioSciences, Inc., a Massachusetts
corporation (“PBIO”), and Cannaworx, Inc., a Nevada corporation (“CWX”).


 


WITNESSETH:


 


WHEREAS,
PBIO and CWX entered into that certain Binding Acquisition Letter of Intent dated April 29, 2020 (the “Binding LOI”),
and to that certain First Amendment to Binding Acquisition Letter of Intent dated July 6, 2020 (the “First Amended LOI”),
pursuant to which the parties agreed to negotiate definitive documentation to enter into a merger or acquisition pursuant to which
CWX will become a wholly owned subsidiary of PBIO (the “Transaction”);


 


WHEREAS,
pursuant to the Binding Agreement provision of the Binding LOI, either party could terminate the Binding LOI if definitive documentation
regarding the Transaction was not executed by June 30, 2020;


 


WHEREAS,
pursuant to the Executive Dealing provision of the Binding LOI, the exclusivity period with regards to each of PBIO and CWX being
prohibited from negotiating a controlling interest transaction with any third party expired on June 30, 2020; and


 


WHEREAS,
pursuant to the First Amended LOI, PBIO and CWX have extended the June 30, 2020 deadline to July 31, 2020 with two 30-day automatic
extensions.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants contained in this Amendment, in the Binding LOI, and in the First
Amended LOI, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto
mutually agree, and covenant as follows:


 


	 	1.	Capitalized
    Terms. All capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them
    in the Binding LOI.
	 	 	 
	 	2.	Extension
    of September 30, 2020 Date. The September 30, 2020 deadline (reached after the extensions in the First Amended LOI)
    in the Binding Agreement and Exclusive Dealing provisions of the Binding LOI is hereby extended to October 31, 2020.
	 	 	 
	 	3.	Governing
    Law. This amendment shall be construed in accordance with the laws of the State of New York without giving effect
    to any choice of conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would
    cause the application of laws of any jurisdiction other than the State of New York.


 




    	 



     


    

 


	 	4.	Severability.
    If any provision of this Amendment, of the application thereof to any person or circumstance, shall, for any reason and to
    any extent, be invalid or unenforceable, the remainder of this Amendment and the application of such provision to such persons
    or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extend permitted by applicable
    law.
	 	 	 
	 	5.	Counterparts.
    This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original,
    but all of which when taken together shall constitute one and the same instrument.
	 	 	 
	 	6.	Continuing
    Effect of Binding LOI. Except as modified by this Amendment, the Binding LOI shall continue in full force and effect
    in accordance with its terms. To the extent of any conflict between the terms of this Amendment and the terms of the Binding
    LOI, the terms of this Amendment shall control.


 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment to effective a so the Effective Date.


 


	 	Pressure
    BioSciences Inc.,
	 	a
    Massachusetts corporation
	 	 
	 	By:	               
	 	 
	 	Richard
    T. Schumacher
	 	President
    & CEO
	 	 
	 	CANNAWORX,
    INC.,
	 	a
    Nevada corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title: