PharmaCyte Biotech, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • August 12th, 2021 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SERIES A WARRANT COMMON STOCK PURCHASE WARRANT PHARMACYTE BIOTECH, INC.
Warrant Agreement • August 23rd, 2021 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

THIS SERIES A WARRANT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 24, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT PHARMACYTE BIOTECH, INC.
Pre-Funded Common Stock Purchase Warrant • August 23rd, 2021 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 19th, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 14, 2014, by and between NUVILEX, INC., a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Securities Purchase Agreement
Securities Purchase Agreement • May 23rd, 2024 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (the “Agreement”), dated as of May 20, 2024, is by and among MyMD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 23rd, 2024 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2024, is by and among MyMD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

PURCHASE AGREEMENT
Purchase Agreement • February 19th, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of February 14, 2014, by and between NUVILEX, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 23rd, 2021 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2021, between PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 19th, 2004 • Efoodsafety Com Inc • Agricultural chemicals • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2004, by and among EFoodSafety.com, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

Placement Agent Common Stock Purchase Warrant PHARMACYTE BIOTECH, INC.
Placement Agent Common Stock Agreement • August 23rd, 2021 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

This Placement Agent Common Stock Purchase Warrant (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 19, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), dated as of April 26, 2021 (the “Engagement Agreement”)

UNDERWRITER COMMON STOCK PURCHASE WARRANT PharmaCyte Biotech, Inc.
Underwriter Common Stock Purchase Warrant • August 12th, 2021 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

THIS Underwriter COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 9, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement, as defined in Section 1 herein.

FOURTH STOCK OPTION AGREEMENT
Stock Option Agreement • March 13th, 2017 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • Nevada

This Fourth Stock Option Agreement (“Agreement”) is made as of the 10th day of March, 2017 by and between PharmaCyte Biotech, Inc. (“Company”) and Gerald W. Crabtree (“Participant”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2023 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2023, is by and among Femasys Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

KATALYST SECURITIES LLC
Placement Agent Agreement • May 11th, 2023 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, as exclusive placement agent (the “Placement Agent”), by Pharmacyte Biotech, Inc., a publicly traded Nevada corporation (the “Company”), to assist the Company in connection with the private placement financing of Securities (as defined below) (the “Offering”) for the Company on an exclusive basis. The Offering will be made pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and applicable state securities laws. The terms and conditions of the Offering are further defined in the Confidential and Non-Binding Summary Term Sheet attached as Exhibit A hereto and dated herewith, which terms and conditions to the extent not in conflict with the terms and conditions

Consulting Agreement
Consulting Agreement • October 3rd, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products • New York
STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • January 12th, 2016 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • New York

This Stock and Warrant Purchase Agreement (“Agreement”) is made and entered into this 7th day of January, 2016, by and between PharmaCyte Biotech, Inc., a Nevada corporation, with a business address of 12510 Prosperity Drive, Suite 310, Silver Spring, Maryland 20904 (“Seller”), and Berkshire Capital Management Co., Inc., a Delaware corporation, with a business address of 670 White Plains Road, Suite 120, Scarsdale New York 10583 (“Purchaser”). Both Seller and Purchaser are referred to individually as a “Party” and jointly as the “Parties.”

AMENDMENT NO. 2 TO EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • March 13th, 2017 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • Nevada

This Amendment No. 2 to Executive Compensation Agreement (“Amendment No. 2”), dated as of March 10, 2017, and effective as of January 1, 2017, is made by and between PharmaCyte Biotech, Inc., a Nevada corporation (“Company”), and Kenneth L. Waggoner (“Executive”). The Company and the Executive are each referred to in this Amendment No. 2 as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings given to them in the Executive Compensation Agreement defined below.

PHARMACYTE BIOTECH, INC. COMMON STOCK WARRANT AGREEMENT
Securities Agreement • January 12th, 2016 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products

This Common Stock Warrant Agreement (“Warrant Agreement”) certifies that, for value received, Berkshire Capital Management Co., Inc., a Delaware corporation, or its assigns (“Holder”) is entitled to purchase from PharmaCyte Biotech, Inc., a Nevada corporation (“Company”), up to a total of 8,500,000 shares of Common Stock (as defined below) (each, a “Warrant” and collectively, the “Warrants,” and each such share of Common Stock, a “Warrant Security” and all such shares of Common Stock, the “Warrant Securities”), at any time and from time to time through and including January 7, 2021 (“Expiration Date”), all on the terms and subject to the conditions set forth below:

AMENDMENT NO. 1 TO EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • March 8th, 2016 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products

This Amendment No. 1 to Executive Compensation Agreement (“Amendment No. 1”), dated as of December 30, 2015, is made by and between PharmaCyte Biotech, Inc., a Nevada corporation (“Company”), and Kenneth L. Waggoner (“Executive”). The Company and the Executive are each referred to in this Amendment No. 1 as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings given to them in the Executive Compensation Agreement (as defined below).

COLLABORATION AGREEMENT
Collaboration Agreement • November 16th, 2023 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York

This Collaboration Agreement (“Agreement”) is effective as of the date of last signature below (“Effective Date”) and is by and between PharmaCyte Biotech, Inc., a Nevada corporation with its principal place of business at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169, United States (“PharmaCyte”), and Femasys Inc., a Delaware corporation, having its principal place of business at 3950 Johns Creek Court, Suite 100, Suwanee, Georgia 30024 (“Femasys”). PharmaCyte and Femasys are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Licensing Agreement
Licensing Agreement • December 15th, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products
Licensing Agreement
Licensing Agreement • July 18th, 2013 • Nuvilex, Inc. • Medicinal chemicals & botanical products
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MUTUAL TERMINATION AND RELEASE AGREEMENT
Mutual Termination and Release Agreement • May 29th, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products • New York

THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (the “Agreement”), is dated as of May 28, 2014 (the “Effective Date”), by and between NUVILEX, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 5th, 2021 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • Nevada

This Indemnification Agreement (“Agreement”) is effective as of [ ], by and between PharmaCyte Biotech, Inc., a Nevada corporation (“Company), and [ ] (“Indemnitee”).

Executive Compensation AGREEMENT
Executive Compensation Agreement • March 13th, 2015 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • Nevada

This Executive Compensation Agreement (“Agreement”) is entered into as of March 10, 2015, effective as of January 1, 2015 (“Commencement Date”), by and between PharmaCyte Biotech, Inc. a Nevada corporation (together with its successors and assigns, “Company”), and Kenneth L. Waggoner (“Executive”). The Company and the Executive are each referred to in this Agreement as a “Party” and collectively as “Parties.”

VIA EMAIL ONLY June 29, 2017 Michael Abecassis, M.D. 1975 Keats Court Highland Park, IL 60035 Re: Director Offer Letter Dear Mike:
Director Offer Letter • July 10th, 2017 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • California

This letter constitutes an agreement (“Agreement”) between you and PharmaCyte Biotech (“Company”) and contains all the terms and conditions relating to your service to the Company as a member of our Board of Directors (“Board”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 30th, 2005 • Efoodsafety Com Inc • Agricultural chemicals • Nevada

This Asset Purchase Agreement (“Agreement”) is entered into as of the 24th day of August, 2005, by and between eFoodSafety.com, Inc., a Nevada corporation ("Seller"), and Mark Taggatz, an individual residing in California ("Purchaser").

LICENSE AGREEMENT
License Agreement • April 8th, 2020 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • Hong Kong

This LICENSE AGREEMENT (this “Agreement”) is made as of April 2, 2020 (the “Effective Date”), between PharmaCyte Biotech, Inc., a company organized under the laws of Nevada and having an address of 23046 Avenida de la Carlota, Suite 600, Laguna Hills, CA 92653 (“Licensee”) and Hai Kang Life Corporation Limited, a corporation organized under the laws of Hong Kong and having an address of Units 601 - 605 Biotech Centre 1 Hong Kong Science Park, Shatin, NT, HK (Company number 0676913) (“Licensor”). Licensee and Licensor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

VIA EMAIL ONLY April 20, 2015 Thomas Liquard 57 Lonsdale Avenue Hampton East, VIC 3188 Australia Re: Director Offer Letter Dear Mr. Thomas:
Director Offer Letter • April 29th, 2015 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • California

This letter shall constitute an agreement (“Agreement”) between you and PharmaCyte Biotech (“Company”) and contains all the terms and conditions relating to your service to the Company as a member of our Board of Directors (“Board”).

Second Amendment to Licensing Agreement
Licensing Agreement • May 15th, 2018 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products

This Second Amendment to the Licensing Agreement (“Second Amendment”) is effective on the date the parties have fully signed the Second Amendment (“Effective Date of the Second Amendment”) and memorializes an agreement reached between PharmaCyte Biotech, Inc., formerly Nuvilex, Inc. (“Licensee”), and Austrianova Singapore Pte. Ltd. (“Licensor”) on 30 August 2017 relating to the Licensing Agreement between the Parties dated as of June 25, 2013, as amended by the First Amendment to the Licensing Agreement dated as of 24 June 2016 (collectively, “Licensing Agreement”). Licensee and Licensor are referred to in this Second Amendment individually as a “Party” and collectively as the “Parties.” Defined terms in the Licensing Agreements have the same meaning in this Second Amendment as they do in the Licensing Agreement.

ADDENDUM SHARE PURCHASE AGREEMENT
Share Purchase Agreement • September 7th, 2005 • Efoodsafety Com Inc • Agricultural chemicals
VIA EMAIL ONLY January 26, 2018 Kerry Propper Chief Executive Officer Chardan Capital Markets, LLC
Mutual Termination Agreement • February 22nd, 2018 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 25th, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products • Maryland

This Asset Purchase Agreement (“Agreement”) is entered into as of the 19th day September 2014, by and between Nuvilex, Inc. (“Seller”), with an address of 12510 Prosperity Drive, Suite 310, Silver Spring, Maryland 20904-1643, and Robert F. Ryan, M.S., Ph.D. (“Purchaser”), with an address of 2306 Falling Creek Road, Silver Spring, Maryland 20904-5267. (Seller and Purchaser are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).

VIA EMAIL ONLY March 10, 2017 Thomas Liquard Larchmont, NY 10538
Director Offer Letter • March 13th, 2017 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products

This letter shall constitute Amendment No. 1 to Director Offer Letter (“Agreement”) between you and PharmaCyte Biotech, Inc. (“Company”) dated April 20, 2015 and effective April 1, 2015 (“Effective Date”) relating to your service to the Company as a member of our Board of Directors (“Board”).

BINDING MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • July 29th, 2016 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • England

This Binding Memorandum of Understanding (“MOU”) is effective as of 28 July 2016 (“Effective Date”) and entered into by and between PharmaCyte Biotech, Inc.(“PharmaCyte”), a Nevada corporation with its principal place of business at 12510 Prosperity Drive, Suite 310, Silver Spring, Maryland 20904 USA, and Austrianova Singapore Pte Ltd (“Austrianova”), a Singapore corporation, with its principal place of business at 3 Biopolis Way #05-19, Synapase, Singapore, 138668. PharmaCyte and Austrianova are referred to in this MOU each as a “Party” and collectively as the “Parties.”

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