SECURITIES PURCHASE AGREEMENTSecurities 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT PHARMACYTE BIOTECH, INC.PharmaCyte Biotech, Inc. • August 23rd, 2021 • 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 AGREEMENTRegistration 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 AGREEMENTSecurities Purchase Agreement • November 16th, 2023 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as November 14, 2023, is by and among Femasys 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 AGREEMENTRegistration Rights Agreement • May 11th, 2023 • PharmaCyte Biotech, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2023, is by and among PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
PURCHASE AGREEMENTPurchase 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
KATALYST SECURITIES LLCPharmaCyte Biotech, Inc. • May 11th, 2023 • 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
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
Third STOCK OPTION AGREEMENTThird Stock Option Agreement • March 13th, 2017 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • Nevada
This Third Stock Option Agreement (“Agreement”) is made as of the 10th day of March, 2017 by and between PharmaCyte Biotech, Inc. (“Company”) and Carlos A. Trujillo (“Participant”).
Consulting AgreementConsulting Agreement • October 3rd, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products • New York
stock option agreementStock Option Agreement • October 3rd, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products • New York
This Stock Option Agreement (“Agreement”) is made as of the 29th day of September, 2014 (“Effective Date”) between Nuvilex, Inc. (“Company”) and Richard M. Goldfarb (“Participant”).
STOCK AND WARRANT PURCHASE AGREEMENTStock 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.”
PHARMACYTE BIOTECH, INC. COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant 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 AGREEMENTExecutive 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 AGREEMENTCollaboration 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 AgreementLicensing Agreement • December 15th, 2014 • Nuvilex, Inc. • Medicinal chemicals & botanical products
MUTUAL TERMINATION AND RELEASE AGREEMENTMutual 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 AGREEMENTIndemnification 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 AGREEMENTExecutive 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.”
AMENDMENT NO. 2 TO EXECUTIVE COMPENSATION AGREEMENTFourth Stock Option 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.
FOURTH STOCK OPTION AGREEMENTFourth 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”).
ASSET PURCHASE AGREEMENTAsset 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").
FIRST stock option agreementFirst Stock Option Agreement • March 13th, 2015 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • Nevada
This First Stock Option Agreement (“Agreement”) is made as of the 10th day of March, 2015 (“Effective Date”) between PharmaCyte Biotech, Inc. (“Company”) and Gerald W. Crabtree (“Participant”).
SECOND stock option agreementSecond Stock Option Agreement • March 13th, 2015 • PharmaCyte Biotech, Inc. • Medicinal chemicals & botanical products • Nevada
This Second Stock Option Agreement (“Agreement”) is made as of the 10th day of March, 2015 (“Effective Date”) between PharmaCyte Biotech, Inc. (“Company”) and Kenneth L. Waggoner (“Participant”).
LICENSE AGREEMENTLicense 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:An Agreement • 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 AgreementLicensing 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 AGREEMENTShare Purchase Agreement • September 7th, 2005 • Efoodsafety Com Inc • Agricultural chemicals
VIA EMAIL ONLY January 26, 2018 Kerry Propper Chief Executive Officer Chardan Capital Markets, LLCPharmaCyte Biotech, Inc. • February 22nd, 2018 • Medicinal chemicals & botanical products
ASSET PURCHASE AGREEMENTAsset 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 10538PharmaCyte Biotech, Inc. • March 13th, 2017 • 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 UNDERSTANDINGPharmaCyte Biotech, Inc. • July 29th, 2016 • 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.”
Binding Term Sheet between Austrianova Singapore Pte. Ltd. and SG Austria Pte. Ltd. and PharmaCyte Biotech, Inc.PharmaCyte Biotech, Inc. • September 6th, 2017 • Medicinal chemicals & botanical products
This Binding Term Sheet (“Term Sheet”) summarizes the principal terms of a transaction between Austrianova Singapore Pte. Ltd., a Singapore corporation, with a principal place of business at 3 Biopolis Drive, #05-19 Synapse, Singapore 138623 (“Austrianova Singapore”), SG Austria Pte. Ltd., a Singapore corporation, with a principal place of business at 3 Biopolis Drive, #05-19 Synapse, Singapore 138623 (“SG Austria” and together with Austrianova Singapore, “Austrianova”) and PharmaCyte Biotech, Inc., a Nevada corporation with a principal place of business at 22046 Avenida de la Carlota, Suite 600, Laguna Hills, California 92653, (“PharmaCyte”). The Term Sheet is intended to provide both: (a) guidance in the preparation of more complete written amendments to (i) that certain License Agreement, as amended, dated as of December 1, 2014, by and between PharmaCyte and Austrianova Singapore (“Cannabis License Agreement”), (b) that certain License Agreement, as amended, dated as of June 25, 20
ASSET PURCHASE AGREEMENT ADDENDUMAsset Purchase Agreement • June 28th, 2012 • Nuvilex, Inc. • Medicinal chemicals & botanical products
This section refers to and supersedes the original agreement, Section 1. ASSET PURCHASE, Subsection 1.1 (a), signed and agreed to on May 26, 2011.
