SECURITIES
        PURCHASE AGREEMENT

       

      This
        Securities Purchase Agreement (this “Agreement”)
        is
        dated as of November 21, 2007, by and among Pressure BioSciences Inc., a
        Massachusetts corporation (the “Company”),
        and
        each purchaser identified on the signature pages hereto (each, including
        its
        successors and assigns, a “Purchaser”
and
        collectively the “Purchasers”).

       

      WHEREAS,
        subject to the terms and conditions set forth in this Agreement and pursuant
        to
        Section 4(2) of the Securities Act of 1933, as amended (the “Securities
        Act”),
        and
        Rule 506 promulgated thereunder, the Company desires to issue and sell to
        each
        Purchaser, and each Purchaser, severally and not jointly, desires to purchase
        from the Company, securities of the Company, as more fully described in this
        Agreement.

       

      NOW,
        THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
        and for other good and valuable consideration the receipt and adequacy of
        which
        are hereby acknowledged, the Company and each Purchaser agree as
        follows:

       

      ARTICLE
        I.

      DEFINITIONS

       

      1.1 Definitions.
        In
        addition to the terms defined elsewhere in this Agreement, for all purposes
        of
        this Agreement, the following terms have the meanings set forth in this Section
        1.1:

       

      “Affiliate”
means
        any Person that, directly or indirectly through one or more intermediaries,
        controls or is controlled by or is under common control with a Person as
        such
        terms are used in and construed under Rule 144 under the Securities Act.
        

       

      “Business
        Day”
means
        any day except Saturday, Sunday, any day which shall be a federal legal holiday
        in the United States, or any day on which banking institutions in the State
        of
        New York are authorized or required by law or other governmental action to
        close.

       

      “Closing”
means
        the closing of the purchase and sale of the Shares pursuant to Section
2.1.

       

      “Closing
        Date”
means
        the date of this Agreement.

       

      “Commission”
means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
means
        the common stock of the Company, par value $0.01 per share, and any other
        class
        of securities into which such securities may hereafter be reclassified or
        changed into. 

       

      “Common
        Stock Equivalents”
means
        any securities of the Company or the Subsidiaries which would entitle the
        holder
        thereof to acquire at any time Common Stock, including, without limitation,
        any
        debt, preferred stock, rights, options, warrants, stock appreciation rights,
        restricted stock units, or other instrument that is at any time convertible
        into
        or exercisable or exchangeable for, or otherwise entitles the holder thereof
        to
        receive, Common Stock.

       

      “Company
        Counsel”
means
        Pepper Hamilton LLP, with offices located at 101 Federal Street, Suite 1010,
        Boston, Massachusetts, 02110. 

       

      “Damages”
shall
        have the meaning assigned to such term in Section 4.5.

       

      “Disclosure
        Schedules”
means
        the Disclosure Schedules of the Company delivered concurrently herewith.
        

       

      
        
           

        

        
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      “Effective
        Date”
has
        the
        meaning set forth in the Registration Rights Agreement.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        promulgated thereunder.

       

      “Legend
        Removal Date”
shall
        have the meaning ascribed to such term in Section 4.1(c). 

       

      “Liens”
means
        a
        lien, charge, security interest, encumbrance, right of first refusal, preemptive
        right or other restriction.

       

      “Material
        Adverse Effect”
shall
        have the meaning assigned to such term in Section 3.1(a).

       

      “Per
        Share Price”
equals
        $5.00.

       

      “Person”
means
        an individual or corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or subdivision thereof), or other entity of any
        kind.

       

      “Proceeding”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Purchaser
        Party”
shall
        have the meaning ascribed to such term in Section 4.5.

       

      “Registration
        Rights Agreement”
means
        the Registration Rights Agreement, dated the date hereof, among the Company
        and
        the Purchasers, in the form of Exhibit
        A
        attached
        hereto.

       

      “Registration
        Statement”
means
        a
        registration statement meeting the requirements set forth in the Registration
        Rights Agreement and covering the resale by the Purchasers of all or part
        of the
        Shares.

       

      “Required
        Approvals”
shall
        have the meaning ascribed to such term in Section 3.1(d).

       

      “Rule
        144”
means
        Rule 144 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 effect
        as such
        rule. 

       

      “SEC
        Reports”
shall
        have the meaning ascribed to such term in Section 3.1(g).

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.

       

      “Shares”
means
        the shares of Common Stock issued or issuable to each Purchaser pursuant
        to this
        Agreement.

       

      “Subscription
        Amount”
means,
        as to each Purchaser, the aggregate amount to be paid for Shares purchased
        hereunder as specified below such Purchaser’s name on the signature page of this
        Agreement and next to the heading “Subscription Amount,” in United States
        dollars and in immediately available funds.

       

      “Subsidiary”
means
        any subsidiary of the Company as set forth on Schedule 3.1(a).

       

      “Trading
        Day”
means
        a
        day on which the Common Stock is traded on a Trading Market.

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      “Trading
        Market”
means
        the Nasdaq Capital Market as such other markets or exchanges on which the
        Common
        Stock is listed or quoted for trading on the date in question.

       

      “Transaction
        Documents”
means
        this Agreement, the Registration Rights Agreement and any other documents
        or
        agreements executed in connection with the transactions contemplated
        hereunder.

       

      “Transfer
        Agent”
means
        Computershare Trust Company, with a mailing address of 350 Indiana street,
        Suite
        800, Golden, CO 80401 and a telephone number of (303) 262-0600.

       

      ARTICLE
        II.

      PURCHASE
        AND SALE

       

      2.1 Closing.
        On the Closing Date, upon the terms and subject to the conditions set forth
        herein, substantially concurrent with the execution and delivery of this
        Agreement by the parties hereto, the Company agrees to sell, and each Purchaser,
        severally and not jointly, agrees to purchase, at the Per Share Price,
up
        to an
        aggregate of [$_________] of Shares.
        On the
        Closing Date, each Purchaser shall deliver to the Company, via wire transfer,
        immediately available funds equal to its Subscription Amount and the Company
        shall deliver to each Purchaser its respective Shares (determined by dividing
        such Purchaser’s Subscription Amount by the Per Share Price), and the Company
        and each Purchaser shall deliver the other items set forth in Section 2.2
        deliverable at the Closing. 

       

      2.2 Deliveries.

       

      (a) On
        or
        prior to the Closing Date, the Company shall deliver or cause to be delivered
        to
        each Purchaser the following:

       

      
        	 	
                (i)

              	
                this
                  Agreement duly executed by the
                  Company;

              


      

       

      
        	 	
                (ii)

              	
                a
                  legal opinion of Company Counsel
                  in
                  customary form regarding the issuance of the Shares;
                  

              


      

       

      
        	 	
                (iii)

              	
                a
                  copy of the irrevocable instructions to the Transfer Agent instructing
                  the
                  Transfer Agent to deliver, on an expedited basis, a certificate
                  evidencing
                  the number of Shares purchased by such Purchaser pursuant to the
                  terms of
                  this Agreement, registered in the name of such Purchaser;
                  and

              


      

       

      
        	 	
                (iv)

              	
                the
                  Registration Rights Agreement duly executed by the
                  Company.

              


      

       

      (b) On
        or
        prior to the Closing Date, each Purchaser shall deliver or cause to be delivered
        to the Company the following:

       

      
        	 	
                (i)

              	
                this
                  Agreement duly executed by such
                  Purchaser;

              


      

       

      
        	 	
                (ii)

              	
                such
                  Purchaser’s Subscription Amount by wire transfer to the account as
                  specified in writing by the Company;
                  and

              


      

       

      
        	 	
                (iii)

              	
                the
                  Registration Rights Agreement duly executed by such
                  Purchaser.

              


      

       

      
        
           

        

        
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      ARTICLE
        III.

      REPRESENTATIONS
        AND WARRANTIES

       

      3.1 Representations
        and Warranties of the Company. Except
        as
        set forth in the Disclosure Schedules, which Disclosure Schedules shall be
        deemed a part hereof and shall qualify any representation or otherwise made
        herein to the extent of the disclosure contained in the corresponding section
        of
        the Disclosure Schedules, the Company hereby makes the following representations
        and warranties to each Purchaser:

       

      (a) Subsidiaries.
        All of
        the direct and indirect subsidiaries of the Company are set forth on Schedule
        3.1(a). The Company owns, directly or indirectly, all of the capital stock
        or
        other equity interests of each Subsidiary free and clear of any Liens, and
        all
        of the issued and outstanding shares of capital stock of each Subsidiary
        are
        validly issued and are fully paid, non-assessable and free of preemptive
        and
        similar rights to subscribe for or purchase securities. If the Company has
        no
        subsidiaries, then all other references to the Subsidiaries or any of them
        in
        the Transaction Documents shall be disregarded.

       

      (b) Organization
        and Qualification.
        Each of
        the Company and each of the Subsidiaries is an entity duly incorporated or
        otherwise organized, validly existing and in good standing under the laws
        of the
        jurisdiction of its incorporation or organization (as applicable), with the
        requisite power and authority to own and use its properties and assets and
        to
        carry on its business as currently conducted. Neither the Company nor any
        Subsidiary is in violation or default of any of the provisions of its respective
        certificate or articles of incorporation, bylaws or other organizational
        or
        charter documents. Each of the Company and each of the Subsidiaries is duly
        qualified to conduct business and is in good standing as a foreign corporation
        or other entity in each jurisdiction in which the nature of the business
        conducted or property owned by it makes such qualification necessary, except
        where the failure to be so qualified or in good standing, as the case may
        be,
would
        not,
        individually or in the aggregate, have
        or
reasonably
        be expected to result in (i) a material adverse effect on the legality, validity
        or enforceability of any Transaction Document, (ii) a material adverse effect
        on
        the results of operations, assets, business,
        prospects
        or
        condition (financial or otherwise) of the Company and the Subsidiaries, taken
        as
        a whole, or (iii) a material adverse effect on the Company’s ability to perform
        in any material respect on a timely basis its obligations under any Transaction
        Document (any of (i), (ii) or (iii), a “Material
        Adverse Effect”). 

       

      (c) Authorization;
        Enforcement.
        The
        Company has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated by each of the Transaction Documents
        and otherwise to carry out its obligations hereunder and thereunder. The
        execution and delivery of each of the Transaction Documents by the Company
        and
        the consummation by it of the transactions contemplated hereby and thereby
        have
        been duly authorized by all necessary corporate action on the part of the
        Company and no further action is required by the Company, its board of directors
        or its stockholders in connection therewith other than in connection with
        the
        Required Approvals. Each Transaction Document has been (or upon delivery
        will
        have been) duly executed by the Company and, when delivered in accordance
        with
        the terms hereof and thereof, will constitute the valid and binding obligation
        of the Company enforceable against the Company in accordance with its terms
        except (i) as limited by general equitable principles and applicable bankruptcy,
        insolvency, reorganization, moratorium and other laws of general application
        affecting enforcement of creditors’ rights generally, (ii) as limited by laws
        relating to the availability of specific performance, injunctive relief or
        other
        equitable remedies and (iii) insofar as indemnification and contribution
        provisions may be limited by applicable law.

       

      (d) No
        Conflicts.
        The
        execution, delivery, and performance of the Transaction Documents by the
        Company, the issuance and sale of the Shares, and the consummation by the
        Company of the other transactions contemplated hereby and thereby do not
        and
        will not (i) conflict with or violate any provision of the Company’s or any
        Subsidiary’s certificate or articles of incorporation, bylaws or other
        organizational or charter documents, or (ii) conflict with, or constitute
        a
        default (or an event that with notice or lapse of time or both would become
        a
        default) under, result in the creation of any Lien upon any of the properties
        or
        assets of the Company or any Subsidiary, or give to others any rights of
        termination, amendment, acceleration or cancellation (with or without notice,
        lapse of time or both) of, any agreement,
        credit facility, debt or other instrument (evidencing a Company or Subsidiary
        debt or otherwise) or other understanding to which the Company or any Subsidiary
        is a party or by which any property or asset of the Company or any Subsidiary
        is
        bound or affected, or (iii) subject to the Required Approvals, conflict with
        or
        result in a violation of any law, rule, regulation, order, judgment, injunction,
        decree or other restriction of any court or governmental authority to which
        the
        Company or a Subsidiary is subject (including federal and state securities
        laws
        and regulations), or by which any property or asset of the Company or a
        Subsidiary is bound or affected; except in the case of each of clauses (ii)
        and
        (iii), such as would
        not,
        individually or in the aggregate,
        have
        or
        reasonably be expected to result in a Material Adverse Effect.

       

      
        
           

        

        
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      (e) Filings,
        Consents and Approvals.
        The
        Company is not required to obtain any consent, waiver, authorization, or
        order
        of, give any notice to, or make any filing or registration with, any court
        or
        other federal, state, local or other governmental authority or other Person in
        connection with the execution, delivery, and performance by the Company of
        the
        Transaction Documents, other than (i) filings required pursuant to Section
        4.3
        of this Agreement, (ii) the filing with, and the declaration of effectiveness
        by, the Commission of the Registration Statement, (iii) application(s) and
        notification(s) to each applicable Trading Market for the listing of the
        Shares
        for trading thereon in the time and manner required thereby, and (iv) the
        filing
        of Form D with the Commission and such filings as are required to be made
        under
        applicable state securities laws (collectively, the “Required
        Approvals”).

       

      (f) Issuance
        of Shares.
        The
        Shares are duly authorized and, when issued and paid for in accordance with
        the
        applicable Transaction Documents, will be duly and validly issued, fully
        paid
        and nonassessable, free and clear of all Liens imposed by the Company other
        than
        restrictions on transfer provided for in the Transaction Documents.


       

      (g) Capitalization.
        The
        number of shares and type of all authorized, issued and outstanding capital
        stock of the Company as of November 20, 2007, as set forth on Schedule 3.1(g).
        No Person has any right of first refusal, preemptive right, right of
        participation, or any similar right to participate in the transactions
        contemplated by the Transaction Documents. Except as set forth on Schedule
        3.1(g), or as a result of the purchase and sale of the Shares pursuant to
        the
        terms of this Agreement, there are no outstanding options, warrants, scrip
        rights to subscribe to, calls or commitments of any character whatsoever
        relating to, or securities, rights, or obligations convertible into or
        exercisable or exchangeable for, or giving any Person any right to subscribe
        for
        or acquire, any shares of Common Stock, or contracts, commitments,
        understandings or arrangements by which the Company or any Subsidiary is
        or may
        become bound to issue additional shares of Common Stock or Common Stock
        Equivalents. The issuance and sale of the Shares will not obligate the Company
        to issue shares of Common Stock or other securities to any Person (other
        than
        the Purchasers) and will not result in a right of any holder of Company
        securities to adjust the exercise, conversion, exchange or reset price under
        any
        of such securities. 

       

      (h) SEC
        Reports; Financial Statements.
        The
        Company has filed all reports, schedules, forms, statements and other documents
        required to be filed by the Company under the Securities Act and the Exchange
        Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
        preceding the date hereof (or such shorter period as the Company was required
        by
        law or regulation to file such material) (the foregoing materials, including
        the
        exhibits thereto and documents incorporated by reference therein, being
        collectively referred to herein as the “SEC
        Reports”)
        on a
        timely basis or has received a valid extension of such time of filing and
        has
        filed any such SEC Reports prior to the expiration of any such extension.
        As of
        their respective dates, the SEC Reports complied in all material respects
        with
        the requirements of the Securities Act and the Exchange Act, as applicable,
        and
        none of the SEC Reports, when filed, contained any untrue statement of a
        material fact or omitted to state a material fact required to be stated therein
        or necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading. The
        financial statements of the Company included in the SEC Reports comply in
        all
        material respects with applicable accounting requirements and the rules and
        regulations of the Commission with respect thereto as in effect at the time
        of
        filing. Such
        financial statements have been prepared in accordance with United States
        generally accepted accounting principles applied on a consistent basis during
        the periods involved (“GAAP”),
        except as may be otherwise specified in such financial statements or the
        notes
        thereto and except that unaudited financial statements may not contain all
        footnotes required by GAAP, and fairly present in all material respects the
        financial position of the Company and its consolidated subsidiaries as of
        and
        for the dates thereof and the results of operations and cash flows for the
        periods then ended, subject, in the case of unaudited statements, to normal,
        immaterial, year-end audit adjustments and absence of footnotes
        thereto.

       

      
        
           

        

        
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      (i) Material
        Changes; Undisclosed Events, Liabilities or Developments.
        Except
        as
        set forth on Schedule 3.1(i), since
        the date
        of the latest Current Report on Form 8-K filed by the Company prior to the
        date
        hereof, (i) there has been no event, occurrence or development that has had
        or
        that could reasonably be expected to result in a Material Adverse Effect,
        (ii)
        the Company has not incurred any liabilities (contingent or otherwise) other
        than (A) trade payables and accrued expenses incurred in the ordinary course
        of
        business consistent with past practice and (B) liabilities not required to
        be
        reflected in the Company’s financial statements pursuant to GAAP or disclosed in
        filings made with the Commission, (iii) the Company has not altered its method
        of accounting, and (iv) the Company has not declared or made any dividend
        or
        distribution of cash or other property to its stockholders or purchased,
        redeemed or made any agreements to purchase or redeem any shares of its capital
        stock. 

       

      (j) Certain
        Fees.
        Except
        as set forth on Schedule 3.1(j), no brokerage or finder’s fees or commissions
        are or will be payable by the Company to any broker, financial advisor or
        consultant, finder, placement agent, investment banker, bank or other Person
        with respect to the transactions contemplated by the Transaction Documents.
        

       

      (k) Disclosure.
        Except
        with regard to the identity of the Purchasers set forth on Schedule 3.1(k)
        and
        except with respect to the material terms and conditions of the transactions
        contemplated by the Transaction Documents which may constitutes material,
        non-public information until such time as the Company files a Current Report
        on
        Form 8-K or issues a press release disclosing the terms of the transaction
        contemplated by the Transaction Documents, 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 it believes constitutes
        or
        might constitute material, non-public information. The Company understands
        and
        confirms that the Purchasers will rely on the foregoing representation in
        effecting transactions in securities of the Company. All disclosure furnished
        by
        or on behalf of the Company to the Purchasers regarding the Company, its
        business, and the transactions contemplated hereby, including the Disclosure
        Schedules to this Agreement, 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 light of the circumstances
        under
        which they were made, not misleading. 

       

      3.2 Representations
        and Warranties of the Purchasers.
        Each
        Purchaser, for itself, himself or herself and for no other Purchaser, hereby
        represents and warrants as follows:

       

      (a) Organization;
        Authority.
        If a
        corporation, partnership, limited liability company, trust or other entity,
        (i)
        such Purchaser is an entity duly organized, validly existing, and in good
        standing under the laws of the jurisdiction of its organization with full
        right,
        corporate or partnership power and authority to enter into and to consummate
        the
        transactions contemplated by the Transaction Documents and otherwise to carry
        out its obligations hereunder and thereunder; and (ii) the execution, delivery,
        and performance by such Purchaser of the transactions contemplated by this
        Agreement have been duly authorized by all necessary corporate or similar
        action
        on the part of such Purchaser.
        If an
        individual, such Purchaser has full legal capacity to execute and deliver
        this
        Agreement and the other Transaction Documents to which he or she is a party
        and
        to consummate the transactions contemplated by the Transaction Documents
        and
        otherwise to carry out his or her obligations hereunder and thereunder. Each
        Transaction Document to which such Purchaser is a party has been duly executed
        by the Purchaser, and when delivered by such Purchaser in accordance with
        the
        terms hereof, will constitute the valid and legally binding obligation of
        such
        Purchaser, enforceable against such Purchsaer in accordance with its terms,
        except (i) as limited by general equitable principles and applicable bankruptcy,
        insolvency, reorganization, moratorium and other laws of general application
        affecting enforcement of creditors’ rights generally, (ii) as limited by laws
        relating to the availability of specific performance, injunctive relief or
        other
        equitable remedies and (iii) insofar as indemnification and contribution
        provisions may be limited by applicable law. 

       

      
        
           

        

        
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      (b) Own
        Account.
        Such
        Purchaser understands that the Shares are “restricted securities” and have not
        been registered under the Securities Act or any applicable state or other
        securities law and is acquiring the Shares as principal for its own account
        and
        not with a view to or for distributing or reselling such Shares or any part
        thereof in violation of the Securities Act or any applicable state or other
        securities law, has no present intention of distributing any of such Shares
        in
        violation of the Securities Act or any applicable state or other securities
        law,
        and has no direct or indirect arrangement or understandings with any other
        persons to distribute or regarding the distribution of such Shares (this
        representation and warranty not limiting such Purchaser’s right to sell the
        Shares pursuant to the Registration Statement or otherwise in compliance
        with
        applicable federal and state securities laws) in violation of the Securities
        Act
        or any applicable state or other securities law. Such Purchaser is acquiring
        the
        Shares hereunder in the ordinary course of its business.

       

      (c) Purchaser
        Status.
        At the
        time such Purchaser was offered the Shares, such Purchaser was, and at the
        date
        hereof it is an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
        (a)(3), (a)(5), (a)(6), (a)(7) or (a)(8) under the Securities Act. No Purchaser
        is required to be registered as a broker-dealer under Section 15 of the Exchange
        Act. 

       

      (d) Experience
        of Such Purchaser.
        Such
        Purchaser, either alone or together with such Purchaser’s representatives, has
        such knowledge, sophistication, and experience in business and financial
        matters
        so as to be capable of evaluating the merits and risks of the prospective
        investment in the Shares, and has so evaluated the merits and risks of such
        investment. Such Purchaser is able to bear the economic risk of an investment
        in
        the Shares and, at the present time, is able to afford a complete loss of
        such
        investment. 

       

      (e) General
        Solicitation.
        Such
        Purchaser is not purchasing the Shares as a result of any advertisement,
        article, notice, or other communication regarding the Shares published in
        any
        newspaper, magazine or similar media or broadcast over television or radio
        or
        presented at any seminar or any other general solicitation or general
        advertisement.

       

      (f) Provision
        of Information.
        Such
        Purchaser has been afforded (i) the opportunity to ask such questions as
        it has
        deemed necessary of, and to receive answers from, representatives of the
        Company
        concerning the terms and conditions of the Shares and the finances, operations
        and business of the Company; and (ii) the opportunity to request such additional
        information which the Company possesses or can acquire without unreasonable
        effort or expense.
        All of
        such Purchaser’s questions have been answered to its satisfaction and such
        Purchaser has received all of such requested additional
        information.

       

      
        
           

        

        
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      (g) Certain
        Fees.
        No
        brokerage or finder’s fees or commissions are or will be payable by such
        Purchaser to any broker, financial advisor or consultant, finder, placement
        agent, investment banker, bank, or other Person with respect to the transactions
        contemplated by the Transaction Documents.

       

      (h) Residency.
        The
        residence or principal place of business of such Purchaser is set forth below
        on
        such Purchaser’s signature page to this Agreement, and all communications
        between such Purchaser and the Company regarding the transactions contemplated
        by this Agreement took place within or from the state of such residence or
        principal place of business.

       

      (i) Acknowledgement.
        Each
        Purchaser acknowledges that the Company has relied upon the representations
        and
        warranties of the Purchasers set forth in Section 3.2 in its determination
        that
        no registration under the Securities Act is required for the offer and sale
        of
        the Shares by the Company to the Purchasers as contemplated by this
        Agreement.

       

      ARTICLE
        IV.

      OTHER
        AGREEMENTS OF THE PARTIES

       

      4.1 Transfer
        Restrictions. 

       

      (a) The
        Shares may only be disposed of in compliance with state and federal securities
        laws. In connection with any transfer of Shares other than pursuant to an
        effective registration statement or pursuant to Rule 144, the Company may
        require the transferor thereof to provide to the Company an opinion of counsel
        selected by the transferor and reasonably acceptable to the Company, the
        form
        and substance of which opinion shall be reasonably satisfactory to the Company,
        to the effect that such transfer does not require registration of such
        transferred Shares under the Securities Act. 

       

      (b) Certificates
        evidencing the Shares will contain the following legend or such other legend
        as
        may be reasonably appropriate under the Securities Act for so long as the
        Company determines that such legend is reasonably appropriate under the
        Securities Act:

       

      THIS
        SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
        THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

      (c) Certificates
        evidencing the Shares shall not contain any legend (including the legend
        set
        forth in Section 4.1(b)), (i) following any sale of such Shares pursuant
        to Rule
        144, or (ii) if such Shares are eligible for sale under Rule 144(k), or (iii)
        if
        such legend is not required under applicable requirements of the Securities
        Act
        (including judicial interpretations and pronouncements issued by the staff
        of
        the Commission). The Company shall cause its counsel to issue a legal opinion
        to
        the Transfer Agent promptly after the Effective Date if required by the Transfer
        Agent to effect the removal of the legend hereunder. Following the Effective
        Date or at such time as such legend is no longer required under this Section
        (c),
        the
        Company will, no later than three (3) Trading Days following the delivery
        by a
        Purchaser to the Company or the Transfer Agent of a certificate representing
        Shares, issued with a restrictive legend (such third Trading Day, the
“Legend
        Removal Date”),
        deliver or cause to be delivered to such Purchaser a certificate representing
        such shares that is free from all restrictive and other legends. Notwithstanding
        the foregoing, the Company shall not be required to remove any legends until
        all
        Shares represented by a single certificate are no longer subject to
        restrictions. If only a portion of the Shares represented by any single
        certificate are subject to restrictions, the holder of the certificate may
        request, or the Company may require, that such certificate be cancelled and
        two
        new certificates be issued. One certificate shall represent, and be in the
        amount of, Shares not subject to restrictions and shall bear no legend and
        the
        second certificate shall represent, and be in the amount of, Shares subject
        to
        restrictions and shall bear an appropriate legend. The Company may not make
        any
        notation on its records or give instructions to the Transfer Agent that enlarge
        the restrictions on transfer set forth in this Section 4.1. Certificates
        for
        Shares subject to legend removal hereunder shall be transmitted by the Transfer
        Agent to the Purchasers by crediting the account of the Purchaser’s prime broker
        with the Depository Trust Company System.

       

      
        
           

        

        
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      (d) Each
        Purchaser, severally and not jointly with the other Purchasers, agrees that
        the
        removal of the restrictive legend from certificates representing Shares as
        set
        forth in this Section 4.1 is predicated upon the Company’s reliance that the
        Purchaser will sell any Shares pursuant to either the registration requirements
        of the Securities Act, including any applicable prospectus delivery
        requirements, or an exemption therefrom, and that if Shares are sold pursuant
        to
        a Registration Statement, they will be sold in compliance with the plan of
        distribution set forth therein.

       

      4.2 Furnishing
        of Information. As long as any Purchaser owns Shares and the Company remains
        subject to the requirements of the Exchange Act, the Company covenants to
        timely
        file (or obtain extensions in respect thereof and file within the applicable
        grace period) all reports required to be filed by the Company after the date
        hereof pursuant to the Exchange Act. As long as any Purchaser owns Shares,
        if
        the Company is not required to file reports pursuant to the Exchange Act,
        it
        will prepare and furnish to the Purchasers and make publicly available in
        accordance with Rule 144(c) such information as is required for the Purchasers
        to sell the Shares under Rule 144. The Company further covenants that it
        will
        take such further action as any holder of Shares may reasonably request,
        to the
        extent required from time to time to enable such Person to sell such Shares
        without registration under the Securities Act within the requirements of
        the
        exemption provided by Rule 144.

       

      4.3 Securities
        Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City
        time) on the Trading Day immediately following the date hereof, file a Current
        Report on Form 8-K, disclosing the material terms of the transactions
        contemplated hereby and filing the Transaction Documents as exhibits thereto.
        The Company intends to and may issue press releases with respect to the
        transactions contemplated hereby without the prior consent of each Purchaser.
        Notwithstanding the foregoing, the Company shall not publicly disclose the
        name
        of any Purchaser, or include the name of any Purchaser in any filing with
        the
        Commission or any regulatory agency or Trading Market, without the prior
        written
        consent of such Purchaser, except (i) as required by federal securities law
        in
        connection with (A) any registration statement contemplated by the Registration
        Rights Agreement, (B) the Current Report on Form 8-K required by this Section
        4.3, (C) any filing required by the Commission and (D) the filing of final
        Transaction Documents (including signature pages thereto) with the Commission
        and (ii) to the extent such disclosure is required by law or Trading Market
        regulations, in which case the Company shall provide the Purchasers with
        prior
        notice of such disclosure permitted under this clause (ii).
        No
        Purchaser shall issue any press release or otherwise make any public statement
        with respect to the transactions contemplated hereby without the prior consent
        of the Company, which consent shall not unreasonably be withheld or delayed,
        except if such disclosure is required by law, in which case the Purchaser
        shall
        promptly provide the Company with prior notice of such public statement or
        communication. 

       

      
        
           

        

        
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      4.4 Use
        of
        Proceeds. The Company shall use the net proceeds from the sale of the Shares
        hereunder for general corporate working capital purposes, including repayment
        of
        any portion of the Company’s debt, funding working capital, capital
        expenditures, sales and marketing expenditures, and investments in new product
        development.

       

      4.5 Indemnification
        of Purchasers. Subject to the provisions of this Section 4.5, the Company
        will indemnify and hold each Purchaser and its directors, officers,
        shareholders, members, partners, employees, and agents (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), (each, a “Purchaser
        Party”) harmless from any and all losses, liabilities, obligations, claims,
        contingencies, damages, costs and expenses, including all judgments, amounts
        paid in settlements, court costs and reasonable attorneys’ fees and costs of
        investigation (collectively, “Damages”) that any such Purchaser Party may suffer
        or incur as a result of or relating to (a) any breach of any of the
        representations, warranties, covenants or agreements made by the Company
        in this
        Agreement or in the other Transaction Documents or (b) any action instituted
        against a Purchaser Party, or any of them or their respective Affiliates,
        by any
        stockholder of the Company who is not an Affiliate of such Purchaser Party,
        with
        respect to any of the transactions contemplated by the Transaction Documents
        (unless such action is based upon a breach of a Purchaser’s representations,
        warranties or covenants under the Transaction Documents or any agreements
        or
        understandings such Purchaser may have with any such stockholder or any
        violations by the Purchaser Party of state or federal securities laws or
        any
        conduct by such Purchaser Party which constitutes fraud, gross negligence,
        willful misconduct or malfeasance). If any action shall be brought against
        any
        Purchaser Party in respect of which indemnity may be sought pursuant to this
        Agreement, such Purchaser Party shall promptly notify the Company in writing,
        and the Company shall have the right to assume the defense thereof with counsel
        of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser
        Party shall have the right to employ separate counsel in any such action
        and
        participate in the defense thereof, but the fees and expenses of such counsel
        shall be at the expense of such Purchaser Party except to the extent that
        (i)
        the employment thereof has been specifically authorized by the Company in
        writing, (ii) the Company has failed after a reasonable period of time to
        assume
        such defense and to employ counsel or (iii) in such action there is, in the
        reasonable opinion of such separate counsel, a material conflict on any material
        issue between the position of the Company and the position of such Purchaser
        Party, in which case, the Company shall be responsible for the reasonable
        fees
        and expenses of no more than one such separate counsel. The Company will
        not be
        liable to any Purchaser Party under this Agreement (i) for any settlement
        by a
        Purchaser Party effected without the Company’s prior written consent, which
        shall not be unreasonably withheld or delayed; or (ii) to the extent, but
        only
        to the extent that a loss, claim, damage or liability is attributable to
        (A)
        any
        Purchaser Party’s breach of any of the representations, warranties, covenants or
        agreements made by such Purchaser Party in this Agreement or in the other
        Transaction Documents,
        (B)
        any
        violations by the Purchaser of state or federal securities laws or
        (C)
        any
        conduct by such Purchaser which constitutes fraud, gross negligence, willful
        misconduct or malfeasance.
        Notwithstanding anything in this Agreement to the contrary, in no event shall
        the Company be liable to or be obligated to indemnify, any Purchaser or its
        directors, officers, shareholders, members, partners, employees, and agents
        (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) for Damages
        in
        an amount in excess of such Purchaser’s Subscription Amount.

       

      
        
           

        

        
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      4.6 Form
        D; Blue Sky Filings. The Company shall timely file a Form D with respect to
        the Shares as required under Regulation D under the Securities Act and to
        provide a copy thereof, promptly upon request of any Purchaser. The Company
        shall take such action as the Company shall reasonably determine is necessary
        in
        order to obtain an exemption for, or to qualify the Shares for, sale to the
        Purchasers at the Closing under applicable securities or “Blue Sky” laws of the
        states of the United States, and shall provide evidence of such actions promptly
        upon request of any Purchaser. Each Purchaser shall take all commercially
        reasonable actions that are reasonably requested by the Company related to,
        or
        to effectuate, the filing of a Form D or any filing required pursuant to
        the
“Blue Sky” laws of the states of the United States which, for purposes of
        clarity, shall not include the payment of any fees by such
        Purchaser.

       

      4.7 Registration
        of Shares. As
        promptly as possible following the Closing Date, the Company shall use its
        commercially reasonable efforts to prepare and file with the Commission a
        Registration Statement on Form S-3 covering the resale of the Shares, and
        upon
        such filing, the Company shall use its commercially reasonable efforts to
        cause
        the Registration Statement to be declared effective under the Securities
        Act as
        promptly as possible after the filing thereof, all in accordance with the
        terms
        and conditions of that certain Registration Rights Agreement, dated as of
        the
        date hereof, by and among the Company and the Purchasers. 

       

      ARTICLE
        V.

      MISCELLANEOUS

       

      5.1 Fees
        and Expenses. Except
        as
        expressly set forth in the Transaction Documents to the contrary, each party
        shall pay the fees and expenses of its advisers, counsel, accountants and
        other
        experts, if any, and all other expenses incurred by such party incident to
        the
        negotiation, preparation, execution, delivery and performance of this Agreement.
        The Company shall pay all Transfer Agent fees, stamp taxes and other taxes
        and
        duties levied in connection with the delivery of any Shares to the
        Purchasers.

       

      5.2 Entire
        Agreement. The Transaction Documents and all of the confidentiality
        agreements by and between the Company and the Purchasers listed on Schedule
        3.1(k), together with the exhibits and schedules thereto, contain the entire
        understanding of the parties with respect to the subject matter hereof and
        thereof and supersede all prior agreements and understandings, oral or written,
        with respect to such matters, which the parties acknowledge have been merged
        into such documents, exhibits and schedules.

       

      5.3 Notices.
        Any and all notices or other communications or deliveries required or permitted
        to be provided hereunder shall be in writing and shall be deemed given and
        effective on the earliest of (a) the date of transmission, if such notice
        or
        communication is delivered via facsimile at the facsimile number set forth
        on
        the signature pages attached hereto prior to 5:30 p.m. (New York City time)
        on a
        Trading Day, (b) the next Trading Day after the date of transmission, if
        such
        notice or communication is delivered via facsimile at the facsimile number
        set
        forth on the signature pages attached hereto on a day that is not a Trading
        Day
        or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the
        second
        Trading Day following the date of mailing, if sent by internationally recognized
        overnight courier service, or (d) upon actual receipt by the party to whom
        such
        notice is required to be given. The address for such notices and communications
        shall be as set forth on the signature pages attached hereto.

       

      5.4 Amendments;
        Waivers. No provision of this Agreement may be waived or amended except in a
        written instrument signed, in the case of an amendment, by the Company and
        all
        of the Purchasers or, in the case of a waiver, by the party against whom
        enforcement of any such waived provision is sought. No waiver of any default
        with respect to any provision, condition or requirement of this Agreement
        shall
        be deemed to be a continuing waiver in the future or a waiver of any subsequent
        default or a waiver of any other provision, condition or requirement hereof,
        nor
        shall any delay or omission of any party to exercise any right hereunder
        in any
        manner impair the exercise of any such right.

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      5.5 Headings.
        The headings herein 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.

       

      5.6 Successors
        and Assigns. This Agreement shall be binding upon and inure to the benefit
        of the parties and their successors and permitted assigns. The Company may
        not
        assign this Agreement or any rights or obligations hereunder without the
        prior
        written consent of the Purchasers. Any Purchaser may assign any or all of
        its
        rights under this Agreement to any Person to whom such Purchaser assigns
        or
        transfers any Shares, provided such transferee agrees in writing to be bound,
        with respect to the transferred Shares, by the provisions of the Transaction
        Documents that apply to the “Purchasers.”

       

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

       

      5.8 Governing
        Law. All questions concerning the construction, validity, enforcement and
        interpretation of the Transaction Documents shall be governed by and construed
        and enforced in accordance with the internal laws of the Commonwealth of
        Massachusetts, without regard to the principles of conflicts of law thereof.
        Each party agrees that all legal proceedings concerning the interpretations,
        enforcement, and defense of the transactions contemplated by this Agreement
        and
        any other Transaction Documents (whether brought against a party hereto or
        its
        respective affiliates, directors, officers, shareholders, employees, or agents)
        shall be commenced exclusively in the state and federal courts sitting in
        the
        Commonwealth of Massachusetts. Each party hereby irrevocably submits to the
        exclusive jurisdiction of the state and federal courts sitting in the City
        of
        Boston for the adjudication of any dispute hereunder or in connection herewith
        or with any transaction contemplated hereby or discussed herein (including
        with
        respect to the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient
        venue for such proceeding. 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 via registered or certified mail or
        overnight delivery (with evidence of delivery) to such party at the address
        in
        effect for 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 other manner permitted by law. The parties hereby waive all rights
        to a
        trial by jury. If either party shall commence an action or proceeding to
        enforce
        any provisions of the Transaction Documents, then the prevailing party in
        such
        action or proceeding shall be reimbursed by the other party for its reasonable
        attorneys’ fees and other costs and expenses incurred with the investigation,
        preparation and prosecution of such action or proceeding.

       

      5.9 Survival.
        The representations and warranties contained herein shall survive the Closing
        and the delivery of the Shares
        until
        the 6 month anniversary of the Closing Date.

       

      5.10 Execution.
        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.

       

      
        
           

        

        
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      5.11 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.

       

      5.12 Remedies.
        In addition to being entitled to exercise all rights provided herein or granted
        by law, including recovery of damages, each of the Purchasers and the Company
        will be entitled to specific performance under the Transaction Documents.
        The
        parties agree that monetary damages may not be adequate compensation for
        any
        loss incurred by reason of any breach of obligations contained in the
        Transaction Documents and hereby agrees to waive and not to assert in any
        action
        for specific performance of any such obligation the defense that a remedy
        at law
        would be adequate.

       

      5.13 Independent
        Nature of Purchasers’ Obligations and Rights. The obligations of each
        Purchaser under any Transaction Document are several and not joint with the
        obligations of any other Purchaser, and no Purchaser shall be responsible
        in any
        way for the performance or non-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
        thereto, shall be deemed to constitute the Purchasers as a partnership, an
        association, a joint venture or any other kind of entity, or create a
        presumption that the Purchasers are in any way acting in concert or as a
        group
        with respect to such obligations or the transactions contemplated by the
        Transaction Documents. 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 the 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. Each Purchaser has been represented by its own
        separate legal counsel in their review and negotiation of the Transaction
        Documents. 

       

      5.14 Construction.
        The parties agree that each of them and/or their respective counsel has reviewed
        and had an opportunity to revise the Transaction Documents and, therefore,
        the
        normal rule of construction to the effect that any ambiguities are to be
        resolved against the drafting party shall not be employed in the interpretation
        of the Transaction Documents or any amendments hereto.

       

      [SIGNATURE
        PAGES FOLLOW]

       

      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
        Agreement to be duly executed by their respective authorized signatories
        as of
        the date first indicated above.

       

      
        	
                PRESSURE
                  BIOSCIENCES INC.

                 

              	 	
                Address
                  for Notice:

              
	
                By:
                   /s/
                  Richard T. Schumacher

                
                  

                

                Name:
                  Richard T. Schumacher 

                Title:
                  President and Chief Executive Officer 

              	 	
                321
                  Manley Street

                West
                  Bridgewater, MA 02379

                Facsimile:
                  (508) 580-1110

                Attention:
                  Richard T. Schumacher

              
	 	 	 
	
                With
                  a copy to (which shall not constitute notice):

                 

                Pepper
                  Hamilton LLP

                101
                  Federal Street

                Suite
                  1010

                Boston,
                  MA 02110

                Facsimile:
                  617-956-4351

                Attention:
                  Steven R London

              	 	 


      

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGE FOR PURCHASER FOLLOWS]

       

      
        
           

        

        
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      [PURCHASER
        SIGNATURE PAGES TO PRESSURE BIOSCIENCES, INC. SECURITIES PURCHASE
        AGREEMENT]

      


      IN
        WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
        to be duly executed by their respective authorized signatories as of the
        date
        first indicated above.

       

      Name
        of
        Purchaser:
        ___________________________________________________________________________

       

      Signature
        of Authorized Signatory of Purchaser:
        ________________________________________________________

       

      Name
        of
        Authorized Signatory:
        __________________________________________________________________________

       

      Title
        of
        Authorized Signatory:
        ___________________________________________________________________________

       

      Email
        Address of Purchaser:
        ______________________________________________________________________

       

      Fax
        Number of Purchaser:
        ______________________________________________________________________

       

      Address
        for Notice of Purchaser:

      


      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

       

      


      Subscription
        Amount: $__________________

      


      Shares:
        _______________________

      


      EIN
        Number: [PROVIDE
        THIS UNDER SEPARATE COVER]


      


      [SIGNATURE
        PAGES CONTINUE]

       

      
        
           

        

        
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