AMENDMENT
NO. 2
TO
PRESSURE
BIOSCIENCES, INC.
2005 EQUITY INCENTIVE
PLAN
The
following amendment to the Pressure BioSciences, Inc. (the “Corporation”) 2005
Equity Incentive Plan (the “Plan”) was approved by the Board of Directors of the
Corporation on April 19, 2010, subject to the approval of the stockholders of
the Corporation:
1.
Section 3, Paragraph (a) is amended and restated by deleting the first
sentence of this paragraph and replacing it with the following:
“Subject
to adjustment under Section 3(c), the aggregate number of shares of Common Stock
of the Company (the “Common Stock”) that may be issued pursuant to the Plan is
1,800,000.”
2. Except
as amended hereby, the 2005 Equity Incentive Plan shall remain in full force and
effect in accordance with its original terms.
Approved
by the Board of Directors: April 19, 2010
Approved
by Stockholders: June 25, 2010