Put and Call Agreement

PUT AND CALL AGREEMENT

MEMORANDUM OF AGREEMENT made this 26th day of January, 2011.

AMONG:

PURE PHARMACEUTICALS CORPORATION,
a corporation existing under the laws of the State of Nevada, U.S.A. (hereinafter referred to as “Pure”),

- and -

PURE MINERALS HOLDING COMPANY,
a corporation existing under the laws of Canada (hereinafter referred to as "Pure Exchangeco''),

 - and -

The former shareholders of ###-###-#### Canada Inc,
(hereinafter referred to as the “Shareholders”).

            WHEREAS in connection with a share exchange agreement (the "Share Exchange Agreement”) made as of June 14, 2010 among and between Pure Exchangeco, the Shareholders, and Pure Exchangeco will issue exchangeable shares (the “Exchangeable Shares”) to the Shareholders;

            AND WHEREAS the parties hereto have agreed to execute a put and call agreement substantially in the form of this agreement;

            NOW THEREFORE in consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1      Defined Terms. Each term denoted herein by initial capital letters and not otherwise defined herein shall have the meaning ascribed thereto in the rights, privileges, restrictions and conditions (collectively, the "Share Provisions'') attaching to the Exchangeable Shares in Schedule 1 of the Articles of Incorporation of Pure Exchangeco, unless the context requires otherwise. Notwithstanding the foregoing, the term “Exchangeable Shares” when used herein shall only refer to those Exchangeable Shares beneficially owned by the Shareholders or a subsequent owner of such shares.

1.2      Interpretation Not Affected by Headings. The division of this Agreement into Articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an "Article'' or "section'' followed by a number and/or a letter refer to the specified Article or section of this Agreement. The terms "this Agreement'', "hereof'', "herein'' and "hereunder'' and similar expressions refer to this Agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

- 2 -

1.3      Number, Gender. Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4      Date for Any Action. If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day. For the purposes of this Agreement, a "Business Day'' means any day on which commercial banks are generally open for business in New York, New York.

1.5      Definitions.

ARTICLE 2
INSOLVENCY PUT RIGHT
AND AUTOMATIC EXCHANGE RIGHT OF THE SHAREHOLDERS

2.1      Definition. For the purposes of this Article, ‘‘Insolvency Event’’ shall mean the institution by Pure Exchangeco of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of Pure Exchangeco to the institution of bankruptcy, insolvency or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies Creditors’ Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by Pure Exchangeco to contest in good faith any such proceedings commenced in respect of Pure Exchangeco within 30 days of becoming aware thereof, or the consent by Pure Exchangeco to the filing of any such petition or to the appointment of a receiver, or the making by Pure Exchangeco of a general assignment for the benefit of creditors, or the admission in writing by Pure Exchangeco of its inability to pay its debts generally as they become due, or Pure Exchangeco not being permitted, pursuant to solvency requirements of applicable law, to redeem any Retracted Shares pursuant to paragraph III.5(g) of the Share Provisions.

- 3 -

2.2      Grant of the Exchange Right. Pure hereby grants to the Shareholders the right (hereinafter the ‘‘Exchange Right’’), upon the occurrence and during the continuance of an Insolvency Event, to require Pure to purchase from it all or any part of the Exchangeable Shares it holds, all in accordance with the provisions of this Agreement. Pure hereby acknowledges receipt from the Shareholders of good and valuable consideration (and the adequacy hereof) for the grant of the Exchange Right and the Automatic Exchange Rights described in subsection 2.7 hereof by Pure to the Shareholders.

2.3      Purchase Price. Whenever Pure is entitled or obligated to purchase shares hereunder, it is hereby agreed between the parties hereto that Pure may purchase such shares on the same terms and conditions, mutatis mutandis. The purchase price payable by Pure for each Exchangeable Share to be purchased under the Exchange Right shall be an amount per share equal to (a) the Current Market Value of a Parent Common Share determined on the last Business Day prior to the day of closing of the purchase and sale of such Exchangeable Share under the Exchange Right, which shall be satisfied in full by Pure causing to be delivered to the Shareholders one Parent Common Share, plus (b) to the extent not paid by Pure Exchangeco on the designated payment date therefor, an additional amount equal to and in satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by the Shareholders on any dividend record date which occurred prior to the closing of the purchase and sale. The purchase price for each such Exchangeable Share so purchased may be satisfied only by Pure delivering to the Shareholders one Parent Common Share and on the applicable payment date a cheque for the balance, if any, of the purchase price without interest (but less any amounts withheld pursuant to subsection 2.8) . Upon payment by Pure of such purchase price, the Shareholders shall cease to have any right to be paid any amount in respect of declared and unpaid dividends on each such Exchangeable Share by Pure Exchangeco.

2.4      Delivery of Parent Common Shares. Promptly after the receipt of the certificates representing the Exchangeable Shares which the Shareholders desires Pure to purchase under the Exchange Right, duly endorsed for transfer to Pure shall promptly thereafter deliver or cause to be delivered to the Shareholders the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to subsection 2.8) . Immediately upon the giving of notice by the Shareholders to Pure of the exercise of the Exchange Right, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Pure all of such holder’s right, title and interest in and to such Exchangeable Shares and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive its proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares is not delivered by Pure to the Shareholders within five Business Days of the date of the giving of such notice or the balance of the purchase price, if any, is not paid by Pure on the applicable payment date therefor, in which case the rights of the Shareholders shall remain unaffected until such Parent Common Shares are so delivered, and the balance of the purchase price, if any, has been paid, by Pure.

- 4 -

2.5      Exercise of Exchange Right Subsequent to Retraction. In the event that the Shareholders has exercised its right under subsection III.5 of the Share Provisions to require Pure Exchangeco to redeem any or all of the Exchangeable Shares (the ‘‘Retracted Shares’’) and is notified by Pure Exchangeco pursuant to paragraph III.5(g) of the Share Provisions that Pure Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that Pure shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Shareholders has not revoked the retraction request pursuant to paragraph III.5(d) of the Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholders to Pure of exercise of the Exchange Right with respect to those Retracted Shares that Pure Exchangeco is unable to redeem.

2.6      Notice of Insolvency Event. As soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage of time or both would be an Insolvency Event, Pure Exchangeco shall give written notice thereof to the Shareholders.

2.7      Automatic Exchange on Liquidation of Pure

- 5 -

2.8      Withholding Rights. Pure and Pure Exchangeco shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Pure, or Pure Exchangeco is required to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Pure and Pure Exchangeco are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Pure or Pure Exchangeco, as the case may be, to enable it to comply with such deduction or withholding requirement and Pure and Pure Exchangeco, as the context dictates, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale.

- 6 -

ARTICLE 3
CERTAIN RIGHTS OF PURE EXCHANGECO TO ACQUIRE EXCHANGEABLE SHARES

3.1      Pure or Pure Liquidation Call Right

- 7 -

3.2      Pure Redemption Call Right. In addition to the Purchaser’s rights contained in the Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Share Provisions), the Purchaser shall have the following rights in respect of the Exchangeable Shares:

- 8 -

ARTICLE 4
SUCCESSORS

4.1      Certain Requirements in Respect of Combination, Etc. As long as any Exchangeable Shares not owned by Pure or its affiliates are outstanding, neither Pure nor Pure shall consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets or Parent Common Shares would become the property of any other Person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if:

- 9 -

4.2      Vesting of Powers in Successor. Whenever the conditions of subsection 4.1 have been duly observed and performed, the parties, if required by subsection 4.1, shall execute and deliver the supplemental agreement provided for in paragraph 4.1(a) and thereupon the Pure Successor shall possess and from time to time may exercise each and every right and power of Pure or Pure under this Agreement in the name of Pure or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed by the Board of Directors of Pure or Pure or any officers of Pure or Pure may be done and performed with like force and effect by the directors or officers of such Pure Successor.

4.3      Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing (i) the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Pure (other than Pure Exchangeco or Pure) with or into Pure, (ii) the winding-up, liquidation or dissolution of any wholly-owned direct or indirect subsidiary of Pure (other than Pure Exchangeco or Pure) if all of the assets of such subsidiary are transferred to Pure or another wholly-owned direct or indirect subsidiary of Pure, or (iii) any other distribution of the assets of any wholly-owned direct or indirect subsidiary of Pure (other than Pure Exchangeco or Pure) among the shareholders of such subsidiary for the purpose of winding up its affairs, and any such transactions are expressly permitted by this Article 4.

4.4      the Shareholders shall not sell, transfer, assign, convey or otherwise encumber any Exchangeable Share without the consent of Pure, which consent shall not be unreasonably withheld, provided that the Shareholders shall be permitted to transfer Exchangeable Shares to any limited corporation controlled by Raymond Shapira upon notice as provided herein, without any requirement of prior consent. Any transfer, sale, assignment or encumbrance receiving the consent of Pure shall be subject to the conditions that the subsequent holder agrees to be bound by the provisions of this Agreement.

4.5      The certificates representing the Exchangeable Shares shall have inscribed thereon the following words or words having a similar intent or import, namely: “The ownership of the shares is subject to the terms of a Put and Call Agreement, Support Agreement and Voting Trust Agreement dated the 26^th day of January, 2011.”

- 10 -

ARTICLE 5
GENERAL

5.1      Term. This Agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect at such time as no Exchangeable Shares (or securities or rights convertible into or exchangeable for or carrying rights to acquire Exchangeable Shares) are held by the Shareholders or any subsequent owner of such Exchangeable Shares other than Pure and any of its affiliates.

5.2      Changes in Capital of Pure and Pure Exchangeco. At all times after the occurrence of any event contemplated under subsections 2.7 and 2.8 of the Support Agreement entered into as of January 26, 2011 between Pure and Pure Exchangeco, as a result of which either Parent Common Shares or the Exchangeable Shares or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which Parent Common Shares or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver an agreement in writing evidencing such necessary amendments and modifications.

5.3     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.4      Enurement. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.

5.5      Notices to Parties. All notices and other communications between the parties to this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for any such party as shall be specified in like notice):

          If to the Shareholders: At their addresses on the records of Pure

- 11 -

            Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by telecopy shall be deemed to have been given and received on the date of confirmed receipt thereof unless such day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day.

5.6      Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

5.7      Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

5.8      Language. -The parties acknowledge that they have required and consented that this agreement and all related documents be prepared in English; les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

- 12 -

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE SHAREHOLDERS

- 13 -