2014
Warrant


 


FIRST
AMENDMENT TO


WARRANT
TO PURCHASE COMMON STOCK


 


This
First Amendment (the “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is
made and entered into effective as of [___________], 2019 (the “Effective Date”), by and between Pure Bioscience,
Inc., a Delaware corporation (the “Company”) and the undersigned (the “Warrantholder”).
Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.


 


WHEREAS,
the Company issued the Warrantholder the Warrant to purchase [______] shares of Common Stock on or around [____], 2014 and the
Company and Warrantholder desire to amend the Warrant as set forth herein to induce the exercise thereof.


 


NOW,
THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:


 


1.
Warrant Price. The exercise price contained in the heading of the Warrant, defined
as “Warrant Price” is hereby amended and restated to be $[__] per share of Common Stock.


 


2. Exercise
of Warrant . Section 1 of the Warrant is hereby amended and restated in its entirety as follows:


 


“(a) General.
The purchase rights represented by this Warrant shall be deemed exercised by delivery before the Expiration Date of all of
the following: (i) the original copy of this Warrant (or an Affidavit of Lost Warrant in the form reasonably acceptable to
the Company) for cancellation and (ii) cash in the amount equal to the Warrant Price multiplied by the number of Warrant
Shares. The cash may be tendered in the form of a check payable to Pure Bioscience, Inc. or by wire transfer to Pure
Bioscience, Inc. The exercise price of the Warrant must be properly delivered, before the Expiration Date to: Pure
Bioscience, Inc.


 


(b)
Upon the exercise of this Warrant in compliance with the provisions of Section 1(a), as promptly as reasonably practicable,
the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for
that number of Warrant Shares issuable upon such exercise, but not later than three (3) business days after such
exercise.


 


(c)
No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of the rights under this Warrant. In lieu of such fractional share to which the Warranthholder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.


 


The
term “Expiration Date” means the date hereof.


 


3.
Adjustments. Section 2 of the Warrant is hereby deleted in its entirety and replaced
with “Reserved”.


 






    	 	 	 



     


    

 


4.
Necessary Acts. Each party to this Amendment hereby agrees to perform any further
acts and to execute and deliver any further documents that may be necessary or required to carry out the intent and provisions
of this Amendment and the transactions contemplated hereby.


 


5.
Governing Law. This Amendment shall be governed, construed and interpreted in
accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.


 


6. No
Other Amendments. Except as amended hereby, the Warrant shall remain in full force and effect as originally
written.





 


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of Page Left Intentionally Blank]


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this First Amendment to Warrant to Purchase Common Stock as of the date first above
written.


 


	PURE
    BIOSCIENCE, INC.	 
	 	 	 
	By:		 
	Name:	Henry
    Lambert	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	[Investor
    Name]	 
	 	 	 
	By:		 
	Name: 	 	 
	Title: