SECURITIES
PURCHASE AGREEMENT

     

    This
Securities Purchase Agreement (this “Agreement”)
is dated as of February 12, 2009, 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,
the Company has determined that it is in its best interests to obtain equity
financing through the issuance and sale of its securities with such securities
consisting of units (the “Units”)
comprised of (i) one share of Series A Convertible Preferred Stock, $.01 par
value (the “Preferred
Stock”), (ii) a warrant to purchase, at the Purchaser’s election, either
ten shares of Common Stock, $.01 par value (“15-Month Common
Warrant”), or one share of Preferred Stock (the “15-Month
Preferred Warrant”), and (iii) a warrant to purchase ten shares of Common
Stock (the “30-Month Common
Warrant”); and

     

    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, the Units, 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.

     

    “Articles of
Amendment” means the Articles of Amendment to the Company’s Restated
Articles of Organization, as amended, in the form of Exhibit A attached
hereto, that includes a Certificate of Designation setting forth the rights,
preferences, powers, privileges, restrictions, qualifications and limitations of
the Preferred Stock.

     

    “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”
and “Closings”
means each of the closings of the purchase and sale of the Units pursuant to
Section
2.3.  In the event there is more than one closing, the term
“Closing”
shall apply to each such closing unless otherwise specified

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Closing
Date” means the date on which the Company closes the purchase and sale of
the Units.  In the event there is more than one Closing, the term
“Closing
Date” shall apply to each such Closing unless otherwise
specified.

     

    “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 are at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock.

     

    “Common Warrant
Shares” means the shares of Common Stock issuable upon exercise of the
15-Month Common Warrants and 30-Month Common Warrants.

     

    “Company
Counsel” means Pepper Hamilton LLP, with offices located at 125 High
Street, 15th Floor,
Oliver Street Tower,  Boston, Massachusetts, 02110.

     

    “Conversion
Shares” means such shares of Common Stock which, from time to time, have
been issued, or may be issuable, upon conversion of the Preferred
Stock.

     

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

     

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

     

    “Escrow
Agent” means Pepper Hamilton LLP, with offices located at 125 High
Street, 15th Floor,
Oliver Street Tower,  Boston, Massachusetts, 02110.

     

    “Escrow
Agreement” means the Escrow Agreement among the Company and the
Purchasers in the form of Exhibit B attached
hereto.

     

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

     

    “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(b).

     

    “Next
Financing” shall have the meaning assigned to such term in Section
4.7.

     

    
      
         


      

      
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    “Per Unit Purchase
Price” means an amount equal to the greater of:

     

    
      	
               
      

            	
              (a)

            	
              $11.50;

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      amount equal to the volume weighted average price for the Company’s Common
      Stock on the Trading Market for the ten (10) Trading Days preceding the
      Closing Date with respect to which the particular Units are being
      purchased, multiplied by ten (10);
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              an
      amount equal to the closing bid price of the Common Stock as reported by
      the Trading Market on the Trading Day immediately preceding the Closing
      Date with respect to which the particular Units are being purchased,
      multiplied by ten (10), plus $2.50.

            


    

     

    “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.

     

    “Preferred
Stock” means the Series A Convertible Preferred Stock of the Company,
$0.01 par value, issued or issuable to each Purchaser pursuant to this Agreement
with such rights, preferences, powers, privileges, restrictions, qualifications
and limitations as are set forth in the Certificate of Designation included in
the Articles of Amendment.

     

    “Preferred Warrant
Shares” means the shares of Preferred Stock issuable upon exercise of the
15-Month Preferred Warrants.

     

    “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.

     

    “Registration
Rights Agreement” means the Registration Rights Agreement, dated the date
hereof, among the Company and the Purchasers, in the form of Exhibit C 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 Common Warrant Shares issuable upon exercise of
the 15-Month Common Warrants.

     

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

     

    “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(h).

     

    “Securities”
means, as context requires, the Preferred Stock, the Warrants, the Conversion
Shares, the Warrant Shares, and any combination of the foregoing or all of the
foregoing.

     

    
      
         


      

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

     

    “Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for
Units 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.

     

    “Trading
Market” means the NASDAQ Capital Market or if the NASDAQ Capital Market
is not the primary market on which the Common Stock is then traded, 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 Escrow 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.

     

    “Unit”
means (i) one share of Preferred Stock, (ii) a 15-Month Common Warrant or
15-Month Preferred Warrant, as the case may be, and (iii) a 30-Month Common
Warrant.

     

    “Warrants”
means collectively the 15-Month Common Warrants, the 15-Month Preferred Warrants
and the 30-Month Common Warrants delivered, as the case may be, to the
Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which warrants shall be, respectively, in the forms of Exhibit D, Exhibit E and Exhibit F attached
hereto.

     

    “Warrant
Shares” means collectively the Common Warrant Shares and the Preferred
Warrant Shares.

     

    ARTICLE
II.

    PURCHASE
AND SALE

     

    2.1           Escrow.  Prior
to the Closing, each Purchaser shall deliver to the Escrow Agent, via wire
transfer, immediately available funds equal to its Subscription Amount to be
held and released pursuant to the terms of the Escrow Agreement.  The
Subscription Amount will be deposited by the Escrow Agent in a non-interest
bearing escrow account.  The Company will pay interest on the
Subscription Amount when the Subscription Amount is released from the escrow in
an amount equal to five percent (5%) per annum, pro rated on a daily basis for
each day during which the Subscription Amount is held in escrow.  The
Subscription Amounts may be released to the Company, at the direction and in the
discretion of the Company, at an initial Closing after the Company has received
aggregate Subscription Amounts from Purchasers equal to at least
$2,000,000.  Thereafter, Subscription Amounts may be released to the
Company from time to time at each subsequent Closing.  Subscription
Amounts shall be returned to a Purchaser if there is no Closing with respect to
such Purchaser’s Subscription Amount before February 12, 2009, in accordance
with the terms of the Escrow Agreement.

     

    
      
         


      

      
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    2.2          Articles of
Amendment.  On or before the initial Closing, the Company shall
adopt and file with the Secretary of the Commonwealth of Massachusetts the
Articles of Amendment.

     

    2.3          Closing.

     

    (a) On
each Closing Date, upon the terms and subject to the conditions set forth
herein, the Company agrees to sell, and each Purchaser, severally and not
jointly, agrees to purchase, at the Per Unit Purchase Price that number of Units
set forth opposite each Purchaser’s name on the signature page to this
Agreement, up to an aggregate of $3,500,000 of Units.  At the Closing,
the Escrow Agent shall release to the Company each Purchaser’s Subscription
Amount and the Company shall record in the name of each Purchaser its respective
shares of Preferred Stock and shall deliver to each Purchaser a 30-Month Common
Warrant as determined pursuant to Section 2.4(a)(v), and the Company and each
Purchaser shall deliver the other items set forth in Section 2.4 deliverable at
the Closing.  Upon satisfaction of the conditions set forth in
Sections 2.4 and 2.5, the Closing shall occur at the offices of the Company
Counsel or remotely via the exchange of documents and signatures or at such
other location or by such other means as the parties shall mutually
agree.

     

    (b)
Within 7 days after each Closing Date, each Purchaser shall notify the Company
in writing (each, a “Warrant Election
Notice”) of its election to receive (i) a 15-Month Common Warrant and/or
(ii) a 15-Month Preferred Warrant, as determined pursuant to Section
2.4(a)(iv).

     

    (c)
The initial Closing
of the purchase and sale of the Units shall not take place until such time as
the Escrow Agent has received at least $2,000,000 in Subscription
Amounts.  After the Escrow Agent has received such Subscription
Amounts, the Company may select, in its sole discretion, a date for the initial
Closing to occur, which may not be later than February 12,
2009.  After the initial Closing and from time to time until February
12, 2009, the Company may sell, on the same terms and conditions as those
contained in this Agreement, up to the remaining aggregate of $3,500,000 of
Units, if any, with the Per Unit Purchase Price being determined on the basis of
such subsequent Closing Date.

     

    2.4          Deliveries.

     

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

     

    
      	
               
      

            	
              (i)

            	
              this
      Agreement duly executed by the
Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Escrow Agreement duly executed by the Company and the Escrow
      Agent;

            


    

     

    
      
         


      

      
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              (iii)

            	
              in
      the discretion of the Company, either (A) 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 of Preferred Stock contained in such Purchaser’s Units, or (B) a
      certificate evidencing the number of shares of Preferred Stock contained
      in such Purchaser’s Units, (in each case determined by dividing such
      Purchaser’s Subscription Amount by the Per Unit Purchase Price), and in
      each case registered in the name of such
  Purchaser;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              within
      7 days after receiving such Purchaser’s Warrant Election Notice, (a) a
      15-Month Common Warrant, if applicable, registered in the name of such
      Purchaser to purchase up to a number of Common Warrant Shares equal to ten
      (10) times the number of the Purchaser’s Units for which such Purchaser
      elects in the Warrant Election Notice to receive a 15-Month Common
      Warrant, and/or (b) a 15-Month Preferred Warrant, if applicable,
      registered in the name of such Purchaser to purchase up to a number of
      Preferred Warrant Shares equal to the number of the Purchaser’s Units for
      which such Purchaser elects in the Warrant Election Notice to receive a
      15-Month Preferred Warrant; provided that, for the
      purposes of clarity, the Purchaser may elect to receive, with respect to
      each of its Units, either a 15-Month Common Warrant or a 15-Month
      Preferred Warrant, and not both such
Warrants;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      30-Month Common Warrant registered in the name of such Purchaser to
      purchase up to a number of Common Warrant Shares equal to ten (10) times
      the number of shares of Preferred Stock contained in such Purchaser’s
      Units;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      check in the amount of the interest accrued on the Subscription Amounts
      held in escrow based upon an interest rate of five percent (5%) per annum
      and prorated on a daily basis for each day during which the Subscription
      Amount has been held in escrow;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      Registration Rights Agreement duly executed by the Company;
      and

            


    

     

    
      
        	
              	
                (viii)

              	
                a
      legal opinion of Company Counsel in customary form regarding the issuance
      of the Units.

              


      

    

     

    (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)

            	
              the
      Escrow Agreement duly executed by such
  Purchaser;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              such
      Purchaser’s Subscription Amount by wire transfer to the account as
      specified in the Escrow Agreement;

            


    

     

    
      
         


      

      
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              (iv)

            	
              the
      Registration Rights Agreement duly executed by such Purchaser;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              if
      the Purchaser is a U.S. citizen, resident for U.S. federal income tax
      purposes, or otherwise subject to U.S. federal income tax, an IRS Form W-9
      completed with respect to such Purchaser in accordance with the
      instructions accompanying such
form.

            


    

     

    On the
Closing Date, the Escrow Agent shall deliver or cause to be delivered to the
Company the Subscription Amounts from each Purchaser.

     

    2.5         Closing
Conditions.

     

    (a) The
obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:

     

    (i)           the
accuracy in all material respects when made and on the Closing Date of the
representations and warranties of the Purchasers contained herein;

     

    (ii)           all
obligations, covenants and agreements of the Purchasers required to be performed
at or prior to the Closing Date shall have been performed;

     

    (iii)           the
delivery by the Purchasers of the items set forth in Section 2.2(b) of
this Agreement; and

     

    (iv)           the
receipt by the Company of not less than $2,000,000 in Subscription
Amounts.

     

    (b) The
respective obligations of each Purchaser hereunder in connection with the
Closing are subject to the following conditions being met:

     

    (i)           the
accuracy in all material respects when made and on the Closing Date of the
representations and warranties of the Company contained herein;

     

    (ii)           all
obligations, covenants and agreements of the Company required to be performed at
or prior to the Closing Date shall have been performed;

     

    (iii)           the
delivery by the Company of the items set forth in Section 2.2(a) of
this Agreement; and

     

    (iv)           the
receipt by the Company of not less than $2,000,000 in Subscription
Amounts.

     

    ARTICLE
III. REPRESENTATIONS
AND WARRANTIES

     

    3.1           Representations and
Warranties of the Company.  Except as set forth in the
Disclosure Schedules or disclosed in the SEC Reports, 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:

     

    
      
         


      

      
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    (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.

     

    (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 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.

     

    
      
         


      

      
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    (d)           No
Conflicts.  The execution, delivery, and performance of the
Transaction Documents by the Company, the issuance and sale of the Units, 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.

     

    (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) the filing of the Articles of Amendment with, and the acceptance of
such filing by, the Secretary of the Commonwealth of Massachusetts, (ii) filings
required pursuant to Section 4.3 of this
Agreement, (iii) the filing with, and the declaration of effectiveness by, the
Commission of the Registration Statement, (iv) application(s) and
notification(s) to each applicable Trading Market for the listing of the
Securities for trading thereon in the time and manner required thereby, and (v)
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
Units.  The shares of Preferred Stock constituting a part of
the Units 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,
applicable federal and state securities laws and liens or encumbrances created
by or imposed by a Purchaser.  The Warrants, constituting a part of
the Units have been duly authorized and constitute the 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.  The Preferred Stock
issuable upon exercise of the 15-Month Preferred Warrants, and the Common Stock
issuable upon (x) conversion of the shares of Preferred Stock issued as part of
the Units, (y) exercise of the 15-Month Common Warrants and 30-Month Common
Warrants, and (z) conversion of the shares of Preferred Stock issuable upon
exercise of the 15-Month Preferred Warrants, have in each case been duly
reserved for issuance, and upon issuance in accordance with the terms of the
Company’s Restated Articles of Organization, as amended, and the terms of the
Warrants, as applicable, will be validly issued, fully paid and nonassessable
and free of restrictions on transfer other than restrictions on transfer under
the Transaction Documents, applicable federal and state securities laws and
liens or encumbrances created by or imposed by a Purchaser.

     

    
      
         


      

      
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    (g)           Capitalization.  The
number of shares and type of all authorized, issued and outstanding capital
stock of the Company as of December 31, 2008, are 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 Units 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 Units 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 constitute 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
Purchaser 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 Securities are
“restricted securities” and have not been registered under the Securities Act or
any applicable state or other securities law and is acquiring the Securities as
principal for its own account and not with a view to or for distributing or
reselling such Securities 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 Securities 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 Securities (this representation and warranty not
limiting such Purchaser’s right to sell the Securities 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
Securities hereunder in the ordinary course of its business.

     

    (c)           Purchaser
Status.  At the time such Purchaser was offered the Securities
such Purchaser was, on the date hereof it is, and on the applicable Closing Date
it will be, an “accredited investor” as defined in Rule 501(a) 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 Securities, 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 Securities and, at the present
time, is able to afford a complete loss of such investment.

     

    (e)           General
Solicitation.  Such Purchaser is not purchasing the Securities
as a result of any advertisement, article, notice, or other communication
regarding the Securities 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
Securities 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.

     

    (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.

     

    
      
         


      

      
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    (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 Securities by the Company to the Purchasers as
contemplated by this Agreement.

     

    (j)           Transactions in Common
Stock.

     

    (i)           Each
Purchaser represents, warrants and covenants that, at no time in the thirty (30)
days preceding the date hereof and through the date of the Closing, such
Purchaser and, to the Purchaser’s knowledge, its Affiliates have not engaged in,
directed or otherwise participated in, and shall not engage in, direct or
otherwise participate in, any transactions, whether directly or indirectly
through or with another Person, involving securities of the Company (including
without limitation the Common Stock) to maintain or otherwise affect, or that
are intended to maintain or otherwise affect, the trading price of the Common
Stock.

     

    (ii)           Each
Purchaser represents, warrants and covenants that, at no time in the thirty (30)
days preceding the date hereof and through the date of the Closing, such
Purchaser and, to the Purchaser’s knowledge, its Affiliates have not engaged,
and shall not engage, in any short-selling of Common Stock, and that such
Purchaser shall not use any of the Securities acquired pursuant to this
Agreement to cover any short position in the Common Stock if doing so would be
in violation of any applicable federal or state securities laws.  For
the six (6) months following the Closing, the Purchaser shall not, and shall
cause its Affiliates not to, engage in any short-selling of Common
Stock.

     

    (iii)           Each
Purchaser shall indemnify the Company for any and all losses, damages, costs and
expenses (including attorneys’ fees) that the Company may incur as a result of
any breach by the Purchaser of this Section 3.2(j).

     

    ARTICLE
IV.

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1          Transfer
Restrictions.

     

    (a)           The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of Securities other
than pursuant to an effective registration statement or Rule 144, or to the
Company, 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 Securities under the Securities
Act.  As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and shall have the rights of
a Purchaser under this Agreement.

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    (b)           Certificates
evidencing any Securities 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.

     

    4.2           Furnishing of
Information.  As long as any Purchaser owns Securities 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 Securities, 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 Securities under Rule 144.

     

    4.3           Securities Laws Disclosure;
Publicity.  Promptly following the Closing and in accordance
with federal securities laws and regulations, the Company shall 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, (D) any filing required by state securities
laws and regulations as set forth in Section 4.5, and (E)
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 Securities hereunder for general corporate working capital and corporate
purposes, including, but not limited to sales and marketing expenses, general
and administrative expenses, research and development expenses and the expenses
of the transaction contemplated by the Transaction Documents.

     

    4.5          Form D; Blue Sky
Filings.  The Company shall timely file a Form D with respect
to the Securities as required under Regulation D under the Securities Act and
shall 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 Securities 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.

     

    4.6          Registration of Warrant
Shares.  Not later than 60 days 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
Common Warrant Shares (subject to the limitations set forth in the Registration
Rights Agreement), 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 the Registration Rights
Agreement.

     

    4.7          Subsequent
Placements.

     

    (a)           If
the Company consummates an equity financing (the “Next
Financing”) prior to the first anniversary of the initial Closing Date,
each Purchaser may exchange all, but not less than all, of his, her or its Units
for the equity securities issued in such Next Financing (the “Next Financing
Securities”), and shall become subject to the terms and conditions of
such Next Financing; provided that the exchange of
the Purchaser’s Units for Next Financing Securities is permitted under the rules
and regulations of the Trading Market then in effect.  The number of
Next Financing Securities into which a Purchaser’s Units may be exchanged shall
be determined by dividing (a) the aggregate Per Unit Purchase Price at which the
Units being exchanged were issued, by (b) the price per Next Financing Security
at which such securities were issued in the Next Financing.

     

    (b)           The
Company shall provide the Purchasers written notice (the “Exchange
Notice”) of any proposed Next Financing at least ten (10) days prior to
the closing of such Next Financing.  Such notice shall include the
terms and conditions of such Financing, including the consideration to be paid
to the Company for the issuance of the Next Financing Securities.  If
a Purchaser shall decide to exchange his, her or its Units for Next Financing
Securities, such Purchaser shall notify the Company in writing within ten (10)
days after receipt of the Exchange Notice.

     

    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    (c)           In
order to exchange Units for Next Financing Securities, each Purchaser shall be
required to execute all agreements executed by the investors in the Next
Financing (which in the sole discretion of the Company are reasonably applicable
to such Purchaser) and to deliver the certificate or certificates representing
their shares of Series A Preferred Stock and their Warrants, duly endorsed for
transfer or accompanied by a duly endorsed stock power (or, if such Purchaser
alleges that such certificate or Warrant has been lost, stolen or destroyed, a
lost certificate affidavit and agreement reasonably acceptable to the Company to
indemnify the Company against any claim that may be made against the Company on
account of the alleged loss, theft or destruction of such certificate) to the
Company at the place designated in the Exchange Notice.  Each
exchanging Purchaser also shall be required to execute and deliver such
additional instruments and undertake such other actions as the Company may
reasonably require to transfer such Units and issue Next Financing Securities in
exchange therefore in accordance with the terms and conditions of the Next
Financing.

     

    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
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.

     

    
      
         


      

      
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    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.

     

    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.  Subject to compliance with federal and state securities
laws and the restrictions on transfers and assignments under the exemptions from
registration upon which the Company is relying to offer, issue and sell the
Securities, any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any
Securities, provided such transferee agrees in writing to be bound, with respect
to the transferred Securities, 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.

     

    
      
         


      

      
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    5.9           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.

     

    5.10           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.

     

    5.11           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.

     

    5.12           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.

     

    
      
         


      

      
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    5.13           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]

     

    
      
         


      

      
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    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:

                      	 
      	 
      	
                        14
      Norfolk Avenue

                      
	 
      	
                        Name:  Richard
      T. Schumacher

                        Title:  President
      and Chief Executive Officer

                         

                      	 
      	
                        Easton,
      MA  02375

                        Facsimile:  (508)
      580-1829

                        Attention:  Richard
      T. Schumacher

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

                         

                        Pepper
      Hamilton LLP

                        125
      High Street

                        Oliver
      Street Tower

                        15th
      Floor

                         

                        Boston,
      MA  02110

                        Facsimile:  617-956-4351

                        Attention:  Steven
      R. London

                      	 
      	 
      


              

            

          

        

      

    

    


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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.

     

    
      
        
          	
                  FOR INDIVIDUALS:

                	  


        

      

      


      
        
          
            	
                    Name of Purchaser: 

                  	  


          

        

      

      


      
        
          
            	
                    Signature of Purchaser: 

                  	  


          

        

      

      


      
        
          	
                  FOR ENTITIES:

                	  


        

      

      


      
        
          
            
              	
                      Name of Purchaser: 

                    	  


            

          

        

      

      


      
        
          
            	
                    Signature of Authorized Signatory of Purchaser: 

                  	  


          

        

      

      


      
        
          
            	
                    Name of Authorized Signatory: 

                  	  


          

        

      

      


      
        
          
            	
                    Title of Authorized Signatory: 

                  	  


          

        

      

      


      
        
          	
                  FOR ALL PURCHASERS:

                	  


        

      

      


      
        
          
            
              	
                      Email Address of Purchaser: 

                    	  


            

          

        

      

      


      
        
          
            
              	
                      Fax Number of Purchaser: 

                    	  


            

          

        

      

       

      
        
          
            
              
                
                  
                    	
                            Address for Notice of Purchaser:        

                          	  
	 	 
	 	 


                  

                

              

            

          

           

        

      

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

                    	  


            

            
              
                
                  
                    
                      
                        	
                                 

                              	 
      
	 	 
	 	 


                      

                    

                  

                

              

            

          

        

      

    

     

    Subscription Amount: $__________________

    


    Units:
_______________________  [TO BE COMPLETED BY THE COMPANY AT
THE CLOSING BASED UPON THE PER UNIT PURCHASE PRICE]

    


    Taxpayer
Identification Number:  [PROVIDE THIS UNDER SEPARATE
COVER]

    


    [SIGNATURE
PAGES CONTINUE]

     

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

     

    
      	
              *

            	
              All
      of the exhibits and schedules to this agreement have been omitted pursuant
      to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
      supplementally to the SEC, upon request, a copy of any omitted exhibit or
      schedule provided however that the Company may request confidential
      treatment pursuant to Rule 24-2 of the Exchange Act for any schedule or
      exhibit so furnished.

            


    


    
      
         


      

      
        -22-