EXHIBIT 10.7


 


 


 


VIA EMAIL ONLY


 


March 10, 2017


 


Thomas Liquard


6 Varela Lane


Larchmont, NY 10538


 


	Re:	Amendment No. 1 to Director Offer
    Letter




 


Dear  Thomas:


 


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”).


 


1. Section 4.1 of the Agreement
is hereby amended and restated as follows:


 


“4.1.Cash.
The Company will pay you cash compensation of $12,500 per quarter, payable in advance and pro-rated for periods of less than a
quarter. You shall be reimbursed for reasonable expenses documented and incurred by you performing your Duties, including travel
expenses for meetings you attend in-person.


 


2. Section 4.2 of the Agreement
is hereby amended and restated as follows:


 


“4.2.Equity Grants. Commencing
on the anniversary date of the Effective Date, you will be issued annually: (i) 250,000 fully-paid, non-assessable shares
of the Company’s common stock (“Shares”); and (ii) a five-year option to purchase 250,000 shares of the
Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the date
of grant (“Option”). The Shares and Option will be fully vested as of the date of grant. The Company will issue
you an option agreement in the Company’s standard form to evidence the Option.


 


3. Except as specifically provided
in and modified by this letter, the Agreement is in all respects hereby ratified and confirmed. All references to the “Agreement”
shall be deemed to refer to the Agreement as such document has been modified by this letter.


 


4. The provisions of Sections
10 and 11 of the Agreement shall apply to this letter as if set forth in full in this letter, mutatis mutandis, and are
hereby incorporated by reference in this letter.


 


 


 


 





23046 Avenida de la Carlota
| Suite 600 | Laguna Hills | California 92653


Office: 917.595.2850 |
Fax: 917.595.2851 | Mobile: 917.595.2852 | kwaggoner@PharmaCyte.com






    	 	 	 



     

    

 





Letter to Thomas Liquard


March 10, 2017


Page Two




 


 


 


5. This letter may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and
the same instrument. Signatures delivered by facsimile or electronic mail, including by PDF, shall be effective as original signatures
for all purposes.


 


This Agreement has been executed
and delivered by the undersigned as of the date first set forth above.


 


 


	 	Sincerely,
	 	 	 
	 	PharmaCyte Biotech, Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Kenneth L. Waggoner
	 	Name:	Kenneth L. Waggoner
	 	Title: 	Chief Executive Officer
	 	 	President and General Counsel


 


 


AGREED AND ACCEPTED:


 


/s/ Thomas
Liquard                               


Name: Thomas Liquard




 


 


 


 


 


 


 


 


 





23046 Avenida de la Carlota
| Suite 600 | Laguna Hills | California 92653


Office: 917.595.2850 | Fax:
917.595.2851 | Mobile: 917.595.2852 | kwaggoner@PharmaCyte.com