Exhibit 10.1


 


CHARDAN


CAPITAL MARKETS


 


December 15, 2016


 


Mr. Kenneth L. Waggoner

PharmaCyte Biotech, Inc.

23046 Avenida de la Carlota

Suite 600


Laguna Hills, CA 92653


 


Re:       Amendment to Engagement Letter between PharmaCyte and Chardan
dated May 28, 2014


 


Dear Mr. Waggoner:


 


Reference is made to the engagement letter entered
into by and between Chardan Capital Markets, LLC ("Chardan") and PharmaCyte Biotech, Inc. ("Company") dated
May 28, 2014 (the "Engagement Letter"). Capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Engagement Letter. This will confirm that the Engagement Letter is hereby amended as follows


 


1.       The
first sentence of Section 1 of the Engagement Letter shall be amended and restated to read as follows:


 


"The Company hereby engages Chardan, for the period beginning
on the date hereof and ending upon consummation of the "Offering," defined below, subject to the provisions of Section
14 hereof. "


 


2.       The
first clause of the second sentence of Section 1 of the Engagement Letter shall be amended and restated to delete the words "or
until consummation of the Offering," so as to read as follows:


 


"During the Engagement Period, and so long as Chardan is proceeding
in good faith with the Offering,"


 


3.       The
fourth sentence of Section 6(a) of the Engagement Letter shall be amended and restated to read as follows:


 


Except as set forth on Schedule 3(a), neither the Company nor any
Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws
or other organizational or charter documents.


 


4.       The
first sentence of Section 6(o) of the Engagement Letter shall be amended and restated to read as follows:


 




    	 	 	 



     


    


 


PharmaCyte Amendment to May 28, 2014 Engagement Agreement


Page 2


December 15, 2016


 


 


"Insurance. The Company and the Subsidiaries are
insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and
customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and
officers insurance coverage of at least $5 million in the aggregate."


 


5.       Section
6(q) of the Engagement Letter shall be amended and restated to read as follows:


 


"Sarbanes-Oxley. Except as
set forth on Schedule 3(o), the Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which
are applicable to it as of the date hereof and of the closing date of the Placement."


 


6.       A
new Section 14 of the Engagement Letter shall be added to read as follows:


 


"Termination. The term of Chardan's engagement
hereunder shall continue in accordance with the Engagement Letter and shall end on the final closing of the Transaction; provided,
however, the Engagement Letter can be terminated by either party for any reason, without or without cause, upon five (5) days
written notice of termination to the other party, however, in the event of such early termination, Chardan shall nonetheless be
entitled to the full Transaction fees set forth in Section 3 of the Engagement Letter with respect to any Securities of the Company
sold to any parties introduced to the Company by Chardan within nine (9) months following the expiration or termination of this
Engagement Letter."


 


7.       The
Disclosure Schedules attached hereto as Appendix 1 shall be made a part of the Engagement Letter as hereby amended.


 


Except for the foregoing and notwithstanding
any other agreement or understanding, written or oral, all provisions of the Engagement Letter shall remain unmodified and in full
force and effect.




 


 





(Signature Page Follows)


 






    	 	 	 



     


    

 


PharmaCyte Amendment to May 28, 2014 Engagement Agreement


Page 3


December 15, 2016


 


 


	 	Very truly yours
	 	 
	 	CHARDAN CAPITAL MARKETS, LLC
	 	 
	 	 
	 	By: /s/ George Kaufman
	 	       George Kaufman
	 	       Managing Partner



 


 


Accepted and agreed as of the date first written above:


 


PHARMACYTE BIOTECH, INC.


 


By: /s/ Kenneth L. Waggoner


 


       Kenneth L. Waggoner


       Chief Executive Officer


       President and General Counsel


 






    	 	 	 



     


    

 


CHARDAN


CAPITAL MARKETS



 





Appendix 1— Disclosure Schedules


 


Schedule 3(a)


 


Organization and Qualification


 


Subsidiaries of the Company


 


1.       Bio Blue Bird AG


2.       Viridis Biotech, Inc.


3.       PharmaCyte Biotech Australia
Pty Ltd


4.       PharmaCyte Biotech Europe
Limited


 


Non-Compliance with Governing Documents


 


The Company's bylaws provide that the Company
shall hold annual shareholders meetings; however, the Company has never held a shareholders meeting.


 


 


 


Schedule 3(f)


 


Capitalization


 


The capitalization as of December 12, 2016 is as follows:


 


1. Common Stock — Par Value $0.0001


a.       Authorized: 1,490,000,000


b.       Issued and outstanding:
849,904,665


c.       Outstanding Warrants:
84,969,908


d.       Outstanding Options:
81,150,000


2. Preferred Stock — Par Value $0.0001


a.       Authorized: 10,000,000


b.       Issued and Outstanding:
zero


 


Since October 31, 2016, the Company has granted
shares of Common Stock to certain non-employee independent contractors in exchange for services provided to the Company.


 


 


Schedule 3(h)


 


Required Disclosures


 


None.


 


 


17 State Street
• Suite 1600 • New York, N.Y. 10004 • Tel: 646-465-9090 • Fax: 646-465-9039


 






    	 	 	 



     


    

 




CHARDAN


CAPITAL MARKETS



 


 








Schedule 3(q)


 


Sarbanes-Oxley


 


The Company is not in compliance with certain provisions of the Sarbanes-Oxley Act of 2002 in respect of
its internal controls over financial reporting, as further described in the Company's periodic reports filed with
the Commission pursuant to the Exchange Act




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


17 State Street
• Suite 1600 • New York, N.Y. 10004 • Tel: 646-465-9090 • Fax: 646-465-9039