AMENDMENT
NO. 1 TO
SECURITIES PURCHASE
AGREEMENT
THIS
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (“Amendment”)
is made as of the ___ day of January, 2010 by and among Pressure BioSciences,
Inc., a Massachusetts corporation (the “Company”)
and the purchasers listed on the signature pages attached hereto (each a “Purchaser”
and together the “Purchasers”). Terms
used but not defined herein shall have the meaning ascribed to them in the
Securities Purchase Agreement (as defined below).
WHEREAS,
the Company has sold an aggregate of an aggregate of 62,039 units (“Units”)
comprised of (i) one share of Series B Convertible Preferred Stock, $.01 par
value (the “Preferred
Stock”) and (ii) a warrant to purchase one share of Preferred Stock (the
“Warrant”)
to certain investors at a purchase price of $18.80 per Unit pursuant to the
terms of that certain Securities Purchase Agreement dated on or about November
18, 2009 by and among the Company and the Purchasers (the “Securities
Purchase Agreement”) for an aggregate purchase price of approximately
$1,166,333.
WHEREAS,
Section 2.4 of the Securities Purchase Agreement provides that after the initial
Closing and from time to time until December 31, 2009, the Company may sell, on
the same terms and conditions as contained in the Securities Purchase Agreement,
up to the remaining aggregate of $2,500,000 of Units, if any, with the Per Unit
Purchase Price being determined on the basis of such subsequent Closing
Date.
WHEREAS,
the Company desires to continue to offer and sell up to the remaining additional
$1,333,666 of Units, on substantially the same terms and conditions set forth in
the Securities Purchase Agreement as amended hereby, at one or more closings to
be held no later than March 31, 2010 (the “Subsequent
Closings”).
WHEREAS,
Section 5.4 of the Securities Purchase Agreement provides that no provision of
the Securities Purchase 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.
NOW,
THEREFORE, in consideration of the Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned parties hereby agree as follows:
1. Amendments to Preferred
Stock Purchase Agreement.
1.1. The
first paragraph of Section 2.4. of the
Securities Purchase Agreement is hereby deleted in its entirety and replaced
with the following language in lieu thereof:
“2.4 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 $600,000 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 December 16,
2009. After the initial Closing and from time to time until March 31,
2010, the Company may sell, on the same terms and conditions as those contained
in this Agreement, up to the remaining aggregate of $2,500,000 of Units, if any,
with the Per Unit Purchase Price being determined on the basis of such
subsequent Closing Date.”
2. Full Force and
Effect. Except as amended hereby, the Securities Purchase Agreement shall
remain in full force and effect in accordance with its original
terms.
3. Governing
Law. This Amendment is governed by the laws of the State of
Massachusetts.
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first written above.
PRESSURE
BIOSCIENCES, INC.
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By:
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Name: Richard
T. Schumacher
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Title: President
and Chief Executive Officer
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Amendment
No. 1 to the Securities Purchase Agreement
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first written above.
Amendment
No. 1 to the Securities Purchase Agreement