REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of October __, 2007, by and among Pressure BioSciences
        Inc., a Massachusetts corporation (the “Company”),
        and
        the several purchasers signatory hereto (each such purchaser, a “Purchaser”
and
        collectively, the “Purchasers”).

       

      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof, between the Company and each Purchaser (the “Purchase
        Agreement”).

       

      The
        Company and each Purchaser hereby agrees as follows:

       

      1. Definitions.
        Capitalized terms used and not otherwise defined herein that are defined
        in the
        Purchase Agreement shall have the meanings given such terms in the Purchase
        Agreement. As used in this Agreement, the following terms shall have the
        following meanings:

       

      “Advice”
shall
        have the meaning set forth in Section 6(c).

       

      “Effectiveness
        Date”
means
        the date on which the Registration Statement required to be filed hereunder
        is
        declared effective by the Commission.

       

      “Effectiveness
        Period”
shall
        have the meaning set forth in Section 2.

       

      “Filing
        Date”
means
        the date on which the Company initially files the Registration Statement
        with
        the Commission.

       

      “Holder”
or
        “Holders”
means
        the holder or holders, as the case may be, from time to time of Registrable
        Securities.

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 5(b).

       

      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 5(b).

       

      “Losses”
shall
        have the meaning set forth in Section 2.

       

      “Plan
        of Distribution”
shall
        have the meaning set forth in Section 2. 

       

      “Prospectus”
means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

       

      “Registrable
        Securities”
means
        all of (i) the Shares and (ii) any shares of Common Stock issued or issuable
        upon any stock split, dividend or other distribution, recapitalization or
        similar event with respect to the foregoing. Upon the sale, pursuant to a
        Registration Statement declared
        effective by the SEC or
        an
        exemption from registration under the Securities Act
        (such
        that all transfer restrictions and restrictive legends with respect thereto
        are
        removed upon the consummation of such sale),
        of
        any of
        the securities described in clauses (i) and (ii) of the preceding sentence,
        such
        securities shall no longer be Registrable Securities.

       

      
        
          
          

        

        
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      “Registration
        Statement”
means
        the registration statements required to be filed hereunder, including (in
        each
        case) the Prospectus, amendments and supplements to such registration statement
        or Prospectus, including pre- and post-effective amendments, all exhibits
        thereto, and all material incorporated by reference or deemed to be incorporated
        by reference in such registration statement.

       

      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

       

      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

       

      “Selling
        Stockholder Questionnaire”
shall
        have the meaning set forth in Section 3(a).

       

      “SEC
        Guidance”
means
        (i) any publicly-available written
        guidance, or rule of general applicability of the Commission staff, or (ii)
        written comments, requirements or requests of
        the
        Commission staff to the Company in connection with the review of the
        Registration Statements.

       

      2. Shelf
        Registration. As
        promptly as possible following the Closing Date, the Company shall prepare
        and
        file with the Commission a Registration Statement covering the resale of
        all, or
        such portion as permitted by SEC Guidance (provided that, the Company shall
        use
        commercially reasonable efforts to advocate with the Commission for the
        registration of all or
        the
        maximum number of
        the
        Registrable Securities
        as
        permitted by SEC Guidance),
        of the
        Registrable Securities on the Filing Date that are not then registered on
        an
        effective Registration Statement for an offering to be made on a continuous
        basis pursuant to Rule 415. The Registration Statement shall be on Form S-3
        (except if the Company fails to meet one or more of the Registrant Requirements
        specified in General Instruction I.A. on Form S-3, such registration shall
        be on
        another appropriate form in accordance herewith) and shall contain (unless
        otherwise directed by Holders
        of at
        least
a
        majority of
        the
then
        outstanding Registrable Securities)
        substantially the “Plan of Distribution” attached hereto as Annex A. Subject to
        the terms of this Agreement, the Company shall use commercially reasonable
        efforts to cause the Registration Statement to be declared effective under
        the
        Securities Act as promptly as possible after the filing thereof, but in any
        event on or prior to the applicable Effectiveness Date, and shall use
        commercially reasonable efforts to keep the Registration Statement continuously
        effective under the Securities Act until all Registrable Securities covered
        by
        such Registration Statement have been sold, or may be sold without volume
        restrictions pursuant to Rule 144(k) (or any successor Rule under the Securities
        Act), as determined by the counsel to the Company pursuant to a written opinion
        letter to such effect, addressed and acceptable
        to the Company’s transfer agent and the affected Holders (the “Effectiveness
        Period”).
        Notwithstanding
        any other provision of this Agreement, if any SEC Guidance sets forth a
        limitation of the number of Registrable Securities to be registered on a
        particular Registration Statement (and notwithstanding that the Company used
        commercially reasonable efforts to advocate with the Commission for the
        registration of all or a greater number of Registrable Securities), unless
        otherwise directed in writing by a Holder as to its Registrable Securities,
        the
        number of Registrable Securities to be registered on such Registration Statement
        will be reduced by Registrable Securities represented by Shares (applied,
        in the
        case that some Shares may be registered, to the Holders on a pro rata basis
        based on the total number of unregistered Shares held by such
        Holders).

       

      3. Registration
        Procedures.
        In
        connection with the Company’s registration obligations hereunder, the Company
        shall:

       

      (a) Not
        less
        than five (5) Trading Days prior to the filing of each Registration Statement
        and not less than one (1) Trading Day prior to the filing of any related
        Prospectus or any amendment or supplement thereto, the Company shall, (i)
        furnish to each Holder copies of all such documents proposed to be filed,
        which
        documents (other than those incorporated or deemed to be incorporated by
        reference) will be subject to the review of such Holders, and (ii) cause
        its
        officers and directors, counsel and independent certified public accountants
        to
        respond to such inquiries as shall be necessary, in the reasonable opinion
        of
        respective counsel to each Holder, to conduct a reasonable investigation
        within
        the meaning of the Securities Act. The Company shall not file a Registration
        Statement or any such Prospectus or any amendments or supplements thereto
        to
        which the Holders of a majority of the Registrable Securities shall reasonably
        object in good faith, provided that the Company is notified of such objection
        in
        writing no later than five (5) Trading Days after the Holders have been so
        furnished copies of a Registration Statement or one (1) Trading Day after
        the
        Holders have been so furnished copies of any related Prospectus or amendments
        or
        supplements thereto. Each Holder agrees to furnish to the Company a completed
        questionnaire in the form attached to this Agreement as Annex
        B
        (a
“Selling
        Stockholder Questionnaire”)
        not
        less than two (2) Trading Days prior to the Filing Date or by the end of
        the
        fourth (4th)
        Trading
        Day following the date on which such Holder receives draft materials in
        accordance with this Section. If
        any
        Holder fails to furnish its Selling Stockholder Questionnaire related to
        a
        particular Registration Statement not less than two Trading Days prior to
        the
        Filing Date or by the end of the 4th Trading Day following the date on which
        such Holder receives draft materials in accordance with this Section any
        rights
        of such Holder under this Agreement with regard to such Registration Statement,
        including without limitation, the right to include such Holder’s Registrable
        Securities in such Registration Statement, shall be tolled as to such Holder
        until such information is received by the Company.

       

      
        
          
          

        

        
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      (b) (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to a Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep a Registration Statement continuously
        effective as to the applicable Registrable Securities for the Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement (subject to the terms
        of this
        Agreement), and as so supplemented or amended to be filed pursuant to Rule
        424;
        (iii) respond as promptly as reasonably possible to any comments received
        from
        the Commission with respect to a Registration Statement or any amendment
        thereto
        and provide as promptly as reasonably possible to the Holders true and complete
        copies of all correspondence from and to the Commission relating to a
        Registration Statement (provided that the Company may excise any information
        contained therein which would constitute material non-public information
        as to
        any Holder which has not executed a confidentiality agreement with the Company);
        and (iv) comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of all Registrable
        Securities covered by a Registration Statement during the applicable period
        in
        accordance (subject to the terms of this Agreement) with the intended methods
        of
        disposition by the Holders thereof set forth in such Registration Statement
        as
        so amended or in such Prospectus as so supplemented.

       

      (c) Notify
        the Holders of Registrable Securities to be sold as promptly as reasonably
        possible (i)(A) when a Prospectus or any Prospectus supplement or post-effective
        amendment to a Registration Statement is proposed to be filed; (B) when the
        Commission notifies the Company whether there will be a “review” of such
        Registration Statement and whenever the Commission comments in writing on
        such
        Registration Statement; and (C) with respect to a Registration Statement
        or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other Federal or state governmental authority
        for amendments or supplements to a Registration Statement or Prospectus or
        for
        additional information; (iii) of the issuance by the Commission or any other
        federal or state governmental authority of any stop order suspending the
        effectiveness of a Registration Statement covering any or all of the Registrable
        Securities or the initiation of any Proceedings for that purpose; (iv) of
        the
        receipt by the Company of any notification with respect to the suspension
        of the
        qualification or exemption from qualification of any of the Registrable
        Securities for sale in any jurisdiction, or the initiation or threatening
        of any
        Proceeding for such purpose; and (v) of the occurrence of any event or passage
        of time that makes the financial statements included in a Registration Statement
        ineligible for inclusion therein or any statement made in a Registration
        Statement or Prospectus or any document incorporated or deemed to be
        incorporated therein by reference untrue in any material respect or that
        requires any revisions to a Registration Statement, Prospectus or other
        documents so that, in the case of a Registration Statement or the Prospectus,
        as
        the case may be, it will not contain any untrue statement of a material fact
        or
        omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading.

       

      
        
          
          

        

        
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      (d) Use
        its
        best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of
        (i) any order suspending the effectiveness of a Registration Statement, or
        (ii)
        any suspension of the qualification (or exemption from qualification) of
        any of
        the Registrable Securities for sale in any jurisdiction, at the earliest
        practicable moment.

       

      (e) Furnish
        to each Holder, without charge, at least one conformed copy of each such
        Registration Statement and each amendment thereto, including financial
        statements and schedules, all documents incorporated or deemed to be
        incorporated therein by reference to the extent requested by such Person,
        and
        all exhibits to the extent requested by such Person (including those previously
        furnished or incorporated by reference) promptly after the filing of such
        documents with the Commission.

       

      (f) Prior
        to
        any resale of Registrable Securities by a Holder, use its commercially
        reasonable efforts to register or qualify or cooperate with the selling Holders
        in connection with the registration or qualification (or exemption from the
        Registration or qualification) of such Registrable Securities for the resale
        by
        the Holder under the securities or Blue Sky laws of such jurisdictions within
        the United States as any Holder reasonably requests in writing, to keep each
        registration or qualification (or exemption therefrom) effective during the
        Effectiveness Period and to do any and all other acts or things reasonably
        necessary to enable the disposition in such jurisdictions of the Registrable
        Securities covered by each Registration Statement; provided, that the Company
        shall not be required to qualify generally to do business in any jurisdiction
        where it is not then so qualified, subject the Company to any material tax
        in
        any such jurisdiction where it is not then so subject or file a general consent
        to service of process in any such jurisdiction.

       

      (g) Upon
        the
        occurrence of any event contemplated by this Section 3, as promptly as
        reasonably possible under the circumstances taking into account the Company’s
        good faith assessment of any adverse consequences to the Company and its
        stockholders of the premature disclosure of such event, prepare a supplement
        or
        amendment, including a post-effective amendment, to a Registration Statement
        or
        a supplement to the related Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference, and file any other required document
        so
        that, as thereafter delivered, neither a Registration Statement nor such
        Prospectus will contain an untrue statement of a material fact or omit to
        state
        a material fact required to be stated therein or necessary to make the
        statements therein, in light of the circumstances under which they were made,
        not misleading. If the Company notifies the Holders in accordance with clauses
        (iii) through (v) of Section 3(c) above to suspend the use of any Prospectus
        until the requisite changes to such Prospectus have been made, then the Holders
        shall suspend use of such Prospectus. The Company will use its
        best
        efforts to ensure that the use of the Prospectus may be resumed as promptly
        as
        is practicable. The Company shall be entitled to exercise its right under
        this
        Section 3(g) to suspend the availability of a Registration Statement and
        Prospectus for a period not to exceed 60 calendar days (which need not be
        consecutive days) in any twelve (12) month period.

       

      (h) The
        Company may require each selling Holder to furnish to the Company a certified
        statement as to the number of shares of Common Stock beneficially owned by
        such
        Holder and, if required by the Commission, the natural persons thereof that
        have
        voting and dispositive control over the Shares. During any periods that the
        Company is unable to meet its obligations hereunder with respect to the
        registration of the Registrable Securities solely because any Holder fails
        to
        furnish such information within three Trading Days of the Company’s request,
any
        rights of such Holder under this Agreement, including without limitation,
        the
        right to include such Holder’s Registrable Securities in a Registration
        Statement
        shall be
        tolled and any Event that may otherwise occur solely because of such delay
        shall
        be suspended as to such Holder only, until such information is delivered
        to the
        Company.

       

      
        
          
          

        

        
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      4. Registration
        Expenses.
        All
        fees and expenses incident to the performance of or compliance with this
        Agreement by the Company shall be borne by the Company whether or not any
        Registrable Securities are sold pursuant to a Registration Statement. The
        fees
        and expenses referred to in the foregoing sentence shall include, without
        limitation, (i) all registration and filing fees (including, without limitation,
        fees and expenses) (A) with respect to filings required to be made with any
        Trading Market on which the Common Stock is then listed for trading, and
        (B) in
        compliance with applicable state securities or Blue Sky laws reasonably agreed
        to by the Company in writing (including, without limitation, fees and
        disbursements of counsel for the Company in connection with Blue Sky
        qualifications or exemptions of the Registrable Securities) (ii) printing
        expenses (including, without limitation, expenses of printing certificates
        for
        Registrable Securities, (iii) messenger, telephone and delivery expenses,
        (iv)
        fees and disbursements of counsel for the Company, (v) Securities Act liability
        insurance, if the Company so desires such insurance, and (vi) fees and expenses
        of all other Persons retained by the Company in connection with the consummation
        of the transactions contemplated by this Agreement. In addition, the Company
        shall be responsible for all of its internal expenses incurred in connection
        with the consummation of the transactions contemplated by this Agreement
        (including, without limitation, all salaries and expenses of its officers
        and
        employees performing legal or accounting duties), the expense of any annual
        audit and the fees and expenses incurred in connection with the listing of
        the
        Registrable Securities on any securities exchange as required hereunder.
        In no
        event shall the Company be responsible for any broker or similar commissions
        of
        any Holder or, except to the extent provided for in the Transaction Documents,
        any legal fees or other costs of the Holders.

       

      5. Indemnification.

       

      (a) Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, members, partners, agents,
        brokers (including brokers who offer and sell Registrable Securities as
        principal as a result of a pledge or any failure to perform under a margin
        call
        of Common Stock), investment advisors, and employees (and any other Persons
        with
        a functionally equivalent role of a Person holding such titles, notwithstanding
        a lack of such title or any other title) of each of them, each Person who
        controls any such Holder (within the meaning of Section 15 of the Securities
        Act
        or Section 20 of the Exchange Act) and the officers, directors, members,
        stockholders, partners, agents and employees (and any other Persons with
        a
        functionally equivalent role of a Person holding such titles, notwithstanding
        a
        lack of such title or any other title) of each such controlling Person, to
        the
        fullest extent permitted by applicable law, from and against any and all
        losses,
        claims, damages, liabilities, costs (including, without limitation, reasonable
        attorneys’ fees) and expenses (collectively, “Losses”),
        as
        incurred, arising out of or relating to (i) any untrue or alleged untrue
        statement of a material fact contained in a Registration Statement, any
        Prospectus or any form of prospectus or in any amendment or supplement thereto
        or in any preliminary prospectus, or arising out of or relating to any omission
        or alleged omission of a material fact required to be stated therein or
        necessary to make the statements therein (in the case of any Prospectus or
        form
        of prospectus or supplement thereto, in light of the circumstances under
        which
        they were made) not misleading, or (ii) any violation or alleged violation
        by
        the Company of the Securities Act, Exchange Act or any state securities law,
        or
        any rule or regulation thereunder, in connection with the performance of
        its
        obligations under this Agreement, except to the extent, but only to the extent,
        that (A) such untrue statements or omissions are based solely upon information
        regarding such Holder furnished in writing to the Company by such Holder
        expressly for use therein, or to the extent that such information relates
        to
        such Holder or such Holder’s proposed method of distribution of Registrable
        Securities and was reviewed and expressly approved in writing by such Holder
        expressly for use in a Registration Statement, such Prospectus or such form
        of
        Prospectus or in any amendment or supplement thereto (it being understood
        that
        each Holder has approved Annex
        A
        hereto
        for this purpose) or (B) in the case of an occurrence of an event of the
        type
        specified in Section 3(c)(iii)-(v), the use by such Holder of an outdated
        or
        defective Prospectus after the Company has notified such Holder in writing
        that
        the Prospectus is outdated or defective and prior to the receipt by such
        Holder
        of the Advice contemplated in Section 6(d). The Company shall notify the
        Holders
        promptly of the institution, threat or assertion of any Proceeding arising
        from
        or in connection with the transactions contemplated by this Agreement of
        which
        the Company is aware.

       

      
        
          
          

        

        
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      (b) Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents, and employees, each Person who
        controls the Company (within the meaning of Section 15 of the Securities
        Act and
        Section 20 of the Exchange Act), and the directors, officers, agents or
        employees of such controlling Persons, to the fullest extent permitted by
        applicable law, from and against all Losses, as incurred, to the extent arising
        out of or based solely upon: (i) such Holder’s failure to comply with the
        prospectus delivery requirements of the Securities Act or (ii) any untrue
        or
        alleged untrue statement of a material fact contained in any Registration
        Statement, any Prospectus, or any form of prospectus, or in any amendment
        or
        supplement thereto or in any preliminary prospectus, or arising out of or
        relating to any omission or alleged omission of a material fact required
        to be
        stated therein or necessary to make the statements therein not misleading
        (A) to
        the extent, but only to the extent, that such untrue statement or omission
        is
        contained in any information so furnished in writing by such Holder to the
        Company specifically for inclusion in such Registration Statement or such
        Prospectus or (B) to the extent that such information relates to such Holder’s
        proposed method of distribution of Registrable Securities and was reviewed
        and
        expressly approved in writing by such Holder expressly for use in a Registration
        Statement (it being understood that each Holder has approved Annex
        A
        hereto
        for this purpose), such Prospectus or such form of Prospectus or in any
        amendment or supplement thereto or (C) in the case of an occurrence of an
        event
        of the type specified in Section 3(c)(iii)-(v), the use by such Holder of
        an
        outdated or defective Prospectus after the Company has notified such Holder
        in
        writing that the Prospectus is outdated or defective and prior to the receipt
        by
        such Holder of the Advice contemplated in Section 6(d). In no event shall
        the
        liability of any selling Holder hereunder be greater in amount than the dollar
        amount of the net proceeds received by such Holder upon the sale of the
        Registrable Securities giving rise to such indemnification
        obligation.

       

      (c) Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified
        Party”),
        such
        Indemnified Party shall promptly notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party shall have the right to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all fees and expenses incurred in
        connection with defense thereof; provided, that the failure of any Indemnified
        Party to give such notice shall not relieve the Indemnifying Party of its
        obligations or liabilities pursuant to this Agreement, except (and only)
        to the
        extent that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that such
        failure shall have prejudiced the Indemnifying Party.

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (i) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; (ii) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (iii) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and counsel to the Indemnified Party shall
        reasonably believe that a material conflict of interest is likely to exist
        if
        the same counsel were to represent such Indemnified Party and the Indemnifying
        Party (in which case, if such Indemnified Party notifies the Indemnifying
        Party
        in writing that it elects to employ separate counsel at the expense of the
        Indemnifying Party, the Indemnifying Party shall not have the right to assume
        the defense thereof and the reasonable fees and expenses of no more than
        one
        separate counsel shall be at the expense of the Indemnifying Party). The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be unreasonably
        withheld or delayed. No Indemnifying Party shall, without the prior written
        consent of the Indemnified Party, effect any settlement of any pending
        Proceeding in respect of which any Indemnified Party is a party, unless such
        settlement includes an unconditional release of such Indemnified Party from
        all
        liability on claims that are the subject matter of such Proceeding.

       

      
        
          
          

        

        
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      Subject
        to the terms of this Agreement, all reasonable fees and expenses of the
        Indemnified Party (including reasonable fees and expenses to the extent incurred
        in connection with investigating or preparing to defend such Proceeding in
        a
        manner not inconsistent with this Section) shall be paid to the Indemnified
        Party, as incurred, within ten Trading Days of written notice thereof to
        the
        Indemnifying Party, provided that the Indemnified Party shall promptly reimburse
        the Indemnifying Party for that portion of such fees and expenses applicable
        to
        such actions for which such Indemnified Party is judicially determined to
        be not
        entitled to indemnification hereunder.

       

      (d) Contribution.
        If the
        indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
        Party or insufficient to hold an Indemnified Party harmless for any Losses,
        then
        each Indemnifying Party shall contribute to the amount paid or payable by
        such
        Indemnified Party, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in this Agreement, any reasonable attorneys’ or other fees or expenses incurred
        by such party in connection with any Proceeding to the extent such party
        would
        have been indemnified for such fees or expenses if the indemnification provided
        for in this Section was available to such party in accordance with its
        terms.

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 5(d), no Holder shall be required
        to contribute, in the aggregate, any amount in excess of the amount by which
        the
        net proceeds actually received by such Holder from the sale of the Registrable
        Securities subject to the Proceeding exceeds the amount of any damages that
        such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission, except in the case of fraud
        by
        such Holder.

       

      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      6. Miscellaneous.

       

      (a) Remedies.
        In the
        event of a breach by the Company or by a Holder of any of their respective
        obligations under this Agreement, each Holder or the Company, as the case
        may
        be, in addition to being entitled to exercise all rights granted by law and
        under this Agreement, including recovery of damages, shall be entitled to
        specific performance of its rights under this Agreement. The Company and
        each
        Holder agree that monetary damages would not provide adequate compensation
        for
        any losses incurred by reason of a breach by it of any of the provisions
        of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall not assert or shall
        waive the defense that a remedy at law would be adequate.

       

      (b) No
        Other Registrations.
        The
        Company shall not file any other registration statements (other than on Form
        S-4
        or Form S-8) until the initial
        Registration Statement required hereunder is
        declared
        effective by the Commission, provided that this Section 6(b) shall not prohibit
        the Company from filing amendments to registration statements filed prior
        to the
        date of this Agreement. 

       

      (c) Compliance.
        Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act as applicable to it in connection with
        sales
        of Registrable Securities pursuant to a Registration Statement.

       

      (d) Discontinued
        Disposition.
        By its
        acquisition of Registrable Securities, each Holder agrees that, upon receipt
        of
        a notice from the Company of the occurrence of any event of the kind described
        in Section 3(c), such Holder will forthwith discontinue disposition of such
        Registrable Securities under a Registration Statement until it is advised
        in
        writing (the “Advice”)
        by the
        Company that the use of the applicable Prospectus (as it may have been
        supplemented or amended) may be resumed. The Company will use its
        best
        efforts to ensure that the use of the Prospectus may be resumed as promptly
        as
        it practicable. The Company may provide appropriate stop orders to enforce
        the
        provisions of this Section 6(d).

       

      (e) Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and the Holders of at
        least
        a majority of
        the
        then outstanding Registrable Securities. If a Registration Statement does
        not
        register all of the Registrable Securities pursuant to a waiver or amendment
        done in compliance with the previous sentence, then the number of Registrable
        Securities to be registered for each Holder shall be reduced pro rata
        among
        all Holders and each Holder shall have the right to designate which of its
        Registrable Securities shall be omitted from such Registration Statement.
        Notwithstanding the foregoing, a waiver or consent to depart from the provisions
        hereof with respect to a matter that relates exclusively to the rights of
        Holders and that does not directly or indirectly affect the rights of other
        Holders may be given by Holders of all of the Registrable Securities to which
        such waiver or consent relates; provided,
        however,
        that
        the provisions of this sentence may not be amended, modified, or supplemented
        except in accordance with the provisions of the immediately preceding
        sentence.

       

      (f) Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be delivered as set forth in the Purchase
        Agreement.

       

      (g) Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties and shall inure to the benefit of
        each
        Holder. The Company may not assign its rights (except by merger) or obligations
        hereunder without the prior written consent of Holders holding at least a
        majority of the then outstanding Registrable Securities. Each Holder may
        assign
        their respective rights hereunder in the manner and to the Persons as permitted
        under the Purchase Agreement.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (h) Execution
        and Counterparts.
        This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together 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, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission or by e-mail delivery of a “.pdf” format data file, such signature
        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
        facsimile or “.pdf” signature page were an original thereof.

       

      (i) Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be determined in accordance with the provisions of
        the
        Purchase Agreement.

       

      (j) Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any other remedies
        provided by law.

       

      (k) Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their commercially reasonable
        efforts to find and employ an alternative means to achieve the same or
        substantially the same result as that contemplated by such term, provision,
        covenant or restriction. It is hereby stipulated and declared to be the
        intention of the parties that they would have executed the remaining terms,
        provisions, covenants and restrictions without including any of such that
        may be
        hereafter declared invalid, illegal, void or unenforceable.

       

      (l) Headings.
        The
        headings in this Agreement are for convenience only, do not constitute a
        part of
        this Agreement, and shall not be deemed to limit or affect any of the provisions
        hereof.

       

      (m) Independent
        Nature of Holders’ Obligations and Rights.
        The
        obligations of each Holder hereunder are several and not joint with the
        obligations of any other Holder hereunder, and no Holder shall be responsible
        in
        any way for the performance of the obligations of any other Holder hereunder.
        Nothing contained herein or in any other agreement or document delivered
        at any
        closing, and no action taken by any Holder pursuant hereto or thereto, shall
        be
        deemed to constitute the Holders as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the Holders
        are in any way acting in concert with respect to such obligations or the
        transactions contemplated by this Agreement. Each Holder shall be entitled
        to
        protect and enforce its rights, including without limitation the rights arising
        out of this Agreement, and it shall not be necessary for any other Holder
        to be
        joined as an additional party in any proceeding for such
        purpose.


      
 

      [SIGNATURE
        PAGES FOLLOWS]

      


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      
        	 	 	 
	 	
                PRESSURE
                  BIOSCIENCES INC.

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:
                  Richard T. Schumacher

                Title:
                  President and Chief Executive
                  Officer

              


      

       

       

      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF HOLDERS TO REGISTRATION RIGHTS AGREEMENT]

      


      


      Name
        of
        Holder: __________________________

       

      Signature
        of Authorized Signatory of Holder:
        __________________________

       

      Name
        of
        Authorized Signatory: _________________________

       

      Title
        of
        Authorized Signatory: __________________________

       

      


      [SIGNATURE
        PAGES CONTINUE]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        A

       

      Plan
        of Distribution

       

      Each
        selling stockholder (the “Selling
        Stockholders”)
        of the
        Common Stock and any of their pledgees, assignees, and successors-in-interest
        may, from time to time, sell any or all of their shares of common stock on
        any
        stock exchange, market or trading facility on which the shares are traded
        or in
        private transactions. These sales may be at fixed or negotiated prices. A
        Selling Stockholder may use any one or more of the following methods when
        selling shares:

       

      
        	 	
                ·

              	
                ordinary
                  brokerage transactions and transactions in which the broker-dealer
                  solicits purchasers;

              


      

       

      
        	 	
                ·

              	
                block
                  trades in which the broker-dealer will attempt to sell the shares
                  as agent
                  but may position and resell a portion of the block as principal
                  to
                  facilitate the transaction;

              


      

       

      
        	 	
                ·

              	
                purchases
                  by a broker-dealer as principal and resale by the broker-dealer
                  for its
                  account;

              


      

       

      
        	 	
                ·

              	
                an
                  exchange distribution in accordance with the rules of the applicable
                  exchange;

              


      

       

      
        	 	
                ·

              	
                privately
                  negotiated transactions;

              


      

       

      
        	 	
                ·

              	
                settlement
                  of short sales entered into after the effective date of the registration
                  statement of which this prospectus is a
                  part;

              


      

       

      
        	 	
                ·

              	
                broker-dealers
                  may agree with the Selling Stockholders to sell a specified number
                  of such
                  shares at a stipulated price per
                  share;

              


      

       

      
        	 	
                ·

              	
                through
                  the writing or settlement of options or other hedging transactions,
                  whether through an options exchange or otherwise;
                  

              


      

       

      
        	 	
                ·

              	
                a
                  combination of any such methods of sale;
                  or

              


      

       

      
        	 	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        Selling Stockholders may also sell shares under Rule 144 under the Securities
        Act of 1933, as amended (the “Securities
        Act”),
        if
        available, rather than under this prospectus.

       

      Broker-dealers
        engaged by the Selling Stockholders may arrange for other brokers-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the Selling Stockholders (or, if any broker-dealer acts as agent for the
        purchaser of shares, from the purchaser) in amounts to be negotiated, but,
        except as set forth in a supplement to this prospectus, in the case of an
        agency
        transaction not in excess of a customary brokerage commission in compliance
        with
        NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
        in compliance with NASDR IM-2440. 

       

      The
        Selling Stockholders and any broker-dealers or agents that are involved in
        selling the shares may be deemed to be “underwriters” within the meaning of the
        Securities Act in connection with such sales. In such event, any commissions
        received by such broker-dealers or agents and any profit on the resale of
        the
        shares purchased by them may be deemed to be underwriting commissions or
        discounts under the Securities Act. Each Selling Stockholder has informed
        the
        Company that it does not have any written or oral agreement or understanding,
        directly or indirectly, with any person to distribute the Common Stock. In
        no
        event shall any broker-dealer receive fees, commissions and markups which,
        in
        the aggregate, would exceed eight percent (8%).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        Company is required to pay certain fees and expenses incurred by the Company
        incident to the registration of the shares. The Company has agreed to indemnify
        the Selling Stockholders against certain losses, claims, damages and
        liabilities, including liabilities under the Securities Act. 

       

      Because
        Selling Stockholders may be deemed to be “underwriters” within the meaning of
        the Securities Act, they will be subject to the prospectus delivery requirements
        of the Securities Act including Rule 172 thereunder. In addition, any securities
        covered by this prospectus which qualify for sale pursuant to Rule 144 under
        the
        Securities Act may be sold under Rule 144 rather than under this prospectus.
        There is no underwriter or coordinating broker acting in connection with
        the
        proposed sale of the resale shares by the Selling Stockholders.

       

      The
        Company has agreed to keep Prospectus effective until the earlier of (i)
        the
        date on which the shares may be resold by the Selling Stockholders without
        registration and without regard to any volume limitations by reason of Rule
        144(k) under the Securities Act or any other rule of similar effect or (ii)
        all
        of the shares have been sold pursuant to this prospectus or Rule 144 under
        the
        Securities Act or any other rule of similar effect. The resale shares will
        be
        sold only through registered or licensed brokers or dealers if required under
        applicable state securities laws. In addition, in certain states, the resale
        shares may not be sold unless they have been registered or qualified for
        sale in
        the applicable state or an exemption from the registration or qualification
        requirement is available and is complied with.

       

      Under
        applicable rules and regulations under the Exchange Act, any person engaged
        in
        the distribution of the resale shares may not simultaneously engage in market
        making activities with respect to the common stock for the applicable restricted
        period, as defined in Regulation M, prior to the commencement of the
        distribution. In addition, the Selling Stockholders will be subject to
        applicable provisions of the Exchange Act and the rules and regulations
        thereunder, including Regulation M, which may limit the timing of purchases
        and
        sales of shares of the common stock by the Selling Stockholders or any other
        person. The Company will make copies of this Prospectus available to the
        Selling
        Stockholders and have informed them of the need to deliver a copy of this
        Prospectus to each purchaser at or prior to the time of the sale (including
        by
        compliance with Rule 172 under the Securities Act).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        B

       

      PRESSURE
        BIOSCIENCES INC.

       

      Selling
        Securityholder Notice and Questionnaire

       

      The
        undersigned beneficial owner of common stock (the “Registrable
        Securities”)
        of
        Pressure BioSciences Inc., a Massachusetts corporation (the “Company”),
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission (the “Commission”)
        a
        registration statement (the “Registration
        Statement”)
        for
        the registration and resale under Rule 415 of the Securities Act of 1933,
        as
        amended (the “Securities
        Act”),
        of
        the Registrable Securities, in accordance with the terms of the Registration
        Rights Agreement (the “Registration
        Rights Agreement”)
        to
        which this document is annexed. A copy of the Registration Rights Agreement
        is
        available from the Company upon request at the address set forth below. All
        capitalized terms not otherwise defined herein shall have the meanings ascribed
        thereto in the Registration Rights Agreement.

       

      Certain
        legal consequences arise from being named as a selling securityholder in
        the
        Registration Statement and the related prospectus. Accordingly, holders and
        beneficial owners of Registrable Securities are advised to consult their
        own
        securities law counsel regarding the consequences of being named or not being
        named as a selling securityholder in the Registration Statement and the related
        prospectus.

       

      NOTICE

       

      The
        undersigned beneficial owner (the “Selling
        Securityholder”)
        of
        Registrable Securities hereby elects to include the Registrable Securities
        owned
        by it in the Registration Statement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate:

       

      QUESTIONNAIRE

       

      
        	1.	
                Name.

              


      

       

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling
                  Securityholder

              


      

       

        
          

        

         

      

      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities are
                  held:

              


      

       

      
        

      

       

      
        	 	
                (c)

              	
                Full
                  Legal Name of Natural Control Person (which means a natural person
                  who
                  directly or indirectly alone or with others has power to vote or
                  dispose
                  of the securities covered by the
                  questionnaire):

              


      

       

      
        

      

       

      
        	2.	
                Address
                  for Notices to Selling
                  Securityholder:

              


      

       

      
        
 

        

      

       

      
        
 

      
        	
                Telephone:
                  ______

              
	
                Fax:
                  ______

              
	
                Contact
                  Person:

              


      

       

      
        	3.	
                Broker-Dealer
                  Status:

              


      

       

      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes o
No
o

       

      
        	 	
                (b)

              	
                If
                  “yes” to Section 3(a), did you receive your Registrable Securities as
                  compensation for investment banking services to the
                  Company.

              


      

       

      Yes o
No
o

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

       

      Yes
o
No
o

       

      
        	 	
                (d)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  bought
                  the Registrable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registrable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registrable
                  Securities?

              


      

       

      Yes
o
No
o

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        	
                4.

              	
                Beneficial
                  Ownership of Other Securities of the Company Owned by the Selling
                  Securityholder.

              


      

       

      Except
        as set forth below in this Item 4, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the securities
        issuable pursuant to the Purchase Agreement.

       

      
        	 	
                (a)

              	
                Type
                  and Amount of other securities beneficially owned by the Selling
                  Securityholder:

              


      

       

      
        

      

       

      
        

      

       

      
        	 	
                (b)

              	
                Shared
                  or sole ownership? If shared, please indicate the name and relationship
                  of
                  the party with whom ownership is
                  shared:

              


      

       

      
        

      

       

      
        

      

       

      
        	5.	
                Relationships
                  with the Company:

              


      

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      State
        any
        exceptions here:

       

      
        

      

       

      
        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein that may occur subsequent to the date
        hereof
        at any time while the Registration Statement remains effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items 1 through 5 and the inclusion of
        such
        information in the Registration Statement and the related prospectus and
        any
        amendments or supplements thereto. The undersigned understands that such
        information will be relied upon by the Company in connection with the
        preparation or amendment of the Registration Statement and the related
        prospectus.

       

      IN
        WITNESS WHEREOF the undersigned, by authority duly given, has caused this
        Notice
        and Questionnaire to be executed and delivered either in person or by its
        duly
        authorized agent.

      
        	 	 	 	 
	Dated:
                _____________	 	 	Beneficial
                Owner:
                
	
              	 	 	
                
                  

                

              
	 	 	 	By:
	
              	 	 	
                
                  

                

                
                  Name:

                  Title: 

                

              


      

       

      PLEASE
        FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
        THE ORIGINAL BY OVERNIGHT MAIL, TO:

      


      [INSERT
        CONTACT DETAILS]