SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2009 • Pure Bioscience • Miscellaneous chemical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 1, 2009, between Pure Bioscience, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT PURE BIOSCIENCEPure Bioscience • September 2nd, 2009 • Miscellaneous chemical products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on March __, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pure Bioscience, a California corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.
CONFIDENTIALPure Bioscience • September 2nd, 2009 • Miscellaneous chemical products • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and PURE Bioscience (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchase
