Common use of PURE Bioscience Clause in Contracts

PURE Bioscience. Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Aegis Capital Corp., as underwriter (the “Underwriter”) pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), an aggregate of 3,784,000 shares (the “Firm Shares”) of authorized but unissued shares of common stock, $0.01 par value (the “Common Stock”) of the Company. The Company has granted to the Underwriter an option to purchase up to an additional 567,600 shares of Common Stock (collectively, the “Additional Shares”). The Firm Shares and the Additional Shares are referred to collectively as the “Public Securities.” The Public Securities and the Underwriter’s Securities (as defined in Section 2(d)) are referred to herein collectively as the “Securities.” The Public Securities are more fully described in the Registration Statement and Prospectus referred to below. The offering and sale of the Public Securities are herein referred to as the “Offering.” The Underwriter may exercise its over-allotment purchase right in whole or from time to time in part by giving written notice not later than forty-five (45) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than five business days after the date of such notice. Additional Shares may be purchased hereby solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Each day, if any, that Additional Shares are to be purchased is referred to herein as an “Option Closing Date”.