Exhibit 10.1


 


COOPERATION AGREEMENT


 


This Cooperation Agreement (“Agreement”)
is made and entered into as of August 15, 2022, by and among PharmaCyte Biotech, Inc. (“Company”), on the one hand,
and Iroquois Master Fund Ltd. and its affiliates (collectively, “Iroquois Parties”), on the other hand (each of the
Company and the Iroquois Parties, a “Party” and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, the Company and the Iroquois Parties have
engaged in various discussions and communications concerning the Company’s business, financial performance and strategic plans;


 


WHEREAS, as of the date hereof, the Iroquois Parties
have a beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (together
with the Rules and regulations promulgated thereunder, the “Exchange Act”)) interest in the common stock, $0.0001 par
value per share, of the Company (“Common Stock”) totaling, in the aggregate, 1,389,869 shares, or approximately 6.7%
of the Common Stock issued and outstanding (based on the Company’s shares outstanding as of July 28, 2022) on the date hereof;


 


WHEREAS, the Iroquois Parties submitted a letter
to the Company’s stockholders on June 23, 2022, (“Nomination Letter”) nominating a slate of director candidates
to be elected to the Company’s Board of Directors (“Board”) at the Company’s 2022 annual meeting of stockholders
(“2022 Annual Meeting”);


 


WHEREAS, the Iroquois Parties submitted a written
consent to the Company on July 8, 2022, (“Notice of Proposed Action”) seeking to have the stockholders of the Company
take certain corporate actions by written consent of the stockholders of the Company in lieu of a meeting of the stockholders of the Company;
and


 


WHEREAS, as of the date hereof, the Company and
the Iroquois Parties have determined to come to an agreement with respect to the composition of the Board and certain other matters, as
provided in this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:


 


1.     Board Matters and Related Agreements.


 


(a) Board Composition. The Company
and the Board and all applicable committees of the Board have taken all necessary actions to: (i) accept the previously tendered irrevocable
resignation of each of Dr. Matthias Löhr, Dr. Raymond C.F. Tong, Thomas Liquard, Dr. Gerald W. Crabtree, and Carlos A. Trujillo,
as a member of the Board, effective immediately upon the execution of this Agreement; and (ii) appoint each of Jonathan L. Schechter,
Joshua N. Silverman, Daniel Allen, Daniel S. Farb, and Jack E. Stover as a member of the Board, effective immediately upon the execution
of this Agreement. Following such resignations and appointments, the Board will consist of the following seven (7) members: Kenneth L.
Waggoner (Chairman), Jonathan L. Schechter, Joshua N. Silverman (Messrs. Schechter and Silverman, the “Iroquois Appointees”),
Daniel Allen, Daniel S. Farb, Jack E. Stover and Dr. Michael M. Abecassis (the Iroquois Appointees and Messrs. Waggoner, Allen, Farb,
Stover and Abecassis collectively, “Reconstituted Board”). The Company and the Board and all applicable committees
of the Board have taken all necessary action to nominate the members of the Reconstituted Board for election at the 2022 Annual Meeting
as directors and will recommend, support and solicit proxies for the election of the members of the Reconstituted Board at the 2022 Annual
Meeting in a manner no less rigorous and favorable than the manner in which the Company traditionally recommends, supports and solicits
proxies for the election of the Company’s director nominees. The Parties agree that the size of the Board will remain fixed at seven
(7) directors unless otherwise mutually agreed by the Parties.


 


 


 






    	 	 	 



     


    

 


(b) Replacement Directors. If any of the
members of the Reconstituted Board ceases to serve as a director for any reason during the Standstill Period, the Parties agree that the
Nominating Committee shall be solely responsible for identifying replacement candidates for nomination or appointment to the Board; provided,
however, that during the Standstill Period, if any of the Iroquois Appointees shall be unable or unwilling to serve as a member
of the Board for any reason and at such time the Iroquois Parties have an aggregate beneficial ownership (as determined under Rule 13d-3
promulgated under the Exchange Act) in the Company’s Common Stock totaling at least 2% of the Company’s Common Stock issued
and outstanding (the “Minimum Ownership Percentage”), the Iroquois Parties shall be solely entitled to designate a
person to serve as a replacement on the Board for such Iroquois Appointee and, following the Company’s receipt of the Iroquois Parties’
written designation of such person, the Board shall promptly appoint such person to the Board and nominate such person for election to
the Board at any Applicable Meeting in the place of such Iroquois Appointee, subject only to (i) such person’s (a) consenting to
serve as a member of the Board, (b) qualifying as “independent” pursuant to the Nasdaq rules and (c) having the relevant financial
and business experience to be a director of the Company (which determinations shall be made reasonably and in good faith by the Nominating
Committee) and (ii) the Iroquois Parties’ having an aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under
the Exchange Act) in the Company’s Common Stock totaling at least the Minimum Ownership Percentage. If and when such person becomes
a director of the Board in accordance with this Section 1(b), such replacement director shall be deemed an Iroquois Appointee for
purposes of this Agreement. The Parties further agree that the Board and any applicable committees of the Board shall take all actions
to cause any replacement directors to be appointed to any committee on which any such replaced director served immediately prior to the
cessation of such replaced director’s service on the Board.


 


(c)  Nominating Committee. The composition
of the Nominating Committee shall be determined by the Reconstituted Board.


 


(d) Co\Compensation Committee. The composition
of the Compensation Committee shall be determined by the Reconstituted Board.


 


(e)  Audit Committee. The composition
of the Audit Committee shall be determined by the Reconstituted Board.


 





(f) Board Compensation and Other Benefits.
The Company agrees that the non-management members of the Reconstituted Board shall each receive: (i) the same benefits of director and
officer insurance as is currently available to all non-management directors on the Board; (ii) the same compensation for his service as
a director as the compensation received by other non-management directors on the Board; and (iii) such other benefits on the same basis
as all other non-management directors on the Board.


 


(g) Board Policies and Procedures.
Each Party acknowledges that the members of the Reconstituted Board, upon appointment to the Board, shall be governed by all the same
policies, processes, procedures, codes, rules, standards and guidelines applicable to all members of the Board. 


 


(h) Additional Agreements.


  


(i) Subject to the fulfillment of the Company’s
obligations under Section 1(a), the Iroquois Parties shall: (x) irrevocably withdraw the Nomination Letter, the Notice of Proposed
Action, the preliminary consent solicitation statement filed by the Iroquois Parties with the SEC on July 26, 2022 (including any subsequent
amendments thereto or any definitive version thereof, the “Consent Statement”) and any demand for the books and records
of the Company; (y) agree not to solicit any consents in connection with the Consent Statement; and, (z) for the duration of the Standstill
Period (as defined below), agree not to demand the books and records of the Company.


 


(ii) The Iroquois Parties shall comply, and shall
cause each of their controlled Affiliates and Associates to comply, with the terms of this Agreement and shall be responsible for any
breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate”
and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the U.S. Securities and Exchange
Commission (“SEC”) under the Exchange Act and shall include all persons or entities that at any time during the term
of this Agreement become Affiliates or Associates of any entity referred to in this Agreement.


 


 


 






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(iii) Except as otherwise expressly provided herein,
the Iroquois Parties shall not, and shall cause each of their controlled Affiliates and Associates not to, directly or indirectly: (x)
nominate or recommend for nomination any person for election at any annual or special meeting of the Company’s stockholders or solicitation
of written consents of the Company’s stockholders during the Standstill Period (as defined below) (each such meeting and consent
solicitation, an “Applicable Meeting”); (y) submit any proposal for consideration at, or bring any other business before,
any Applicable Meeting; or (z) initiate, encourage or participate in any “vote no,” “withhold” or
similar campaign with respect to any Applicable Meeting. The Iroquois Parties shall not publicly or privately encourage or support any
other stockholder, person or entity to take any of the actions described in this Section 1(h)(iii).


 


(iv) The Iroquois Parties shall appear in person
or by proxy at the 2022 Annual Meeting and any Applicable Meeting and vote all shares of Common Stock beneficially owned by the Iroquois
Parties at the 2022 Annual Meeting and any Applicable Meeting: (i) in favor of the members of the Reconstituted Board; and (ii) otherwise
in accordance with the recommendations of the Board;  provided, however, that in the event Institutional Shareholder
Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect
to any Company proposal or stockholder proposal presented at the 2022 Annual Meeting or any Applicable Meeting (other than proposals relating
to the election or removal of directors), the Iroquois Parties shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation;
provided, further, that the Iroquois Parties shall be permitted to vote in their sole discretion with respect to any publicly
announced proposals in respect of any extraordinary transaction, including any merger, acquisition, amalgamation, tender offer, exchange
offer, recapitalization, restructuring, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving
the Company or any of its subsidiaries or that would result in (i) any person becoming a beneficial owner, directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the equity interests and voting power of the Company’s then-outstanding
equity securities or (ii) the Company entering into a stock-for-stock transaction whereby immediately after the consummation of the transaction
the Company’s stockholders retain less than fifty percent (50%) of the equity interests and voting power of the surviving entity’s
then-outstanding equity securities.


 


(v) The Company and the Board and all applicable
committees of the Board shall take all necessary action to nominate the members of the Reconstituted Board at any Applicable Meeting for
election at such Applicable Meeting as directors and will recommend, support and solicit proxies for the election of the Iroquois Appointees
at such Applicable Meeting in a manner no less rigorous and favorable than the manner in which the Company traditionally recommends, supports
and solicits proxies for the election of the Company’s other director nominees; provided that with respect to the Iroquois
Appointees, the Iroquois Parties have an aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange
Act) in the Company’s Common Stock totaling at least the Minimum Ownership Percentage at the time of such nomination and solicitation
of proxies.


 


(vi) The Company and the Iroquois Parties agree that
the Board shall appoint Kenneth L. Waggoner as Chairman of the Board for a period at least until December 31, 2024; thereafter, the Chairman
of the Board shall be elected by a resolution of the Board approved by a majority of the then-existing directors on the Board with Mr.
Waggoner abstaining with respect to any vote for his own candidacy.


 


(vii) The Company agrees that the Board and all applicable
committees of the Board shall take all necessary actions, effective no later than immediately following the execution of this Agreement,
to determine, in connection with their initial appointment as a director and nomination by the Company at the 2022 Annual Meeting, that
each of the members of the Reconstituted Board is deemed to be approved and endorsed as: (A) a member of the “Board” or “director”
(as such term may be defined or referenced in the definition of “Change in Control,” “Change of Control”
or any similar term under the Company’s incentive plans, options plans, equity plans, stock option grant, stock option agreement,
deferred compensation plans, employment agreements, compensation agreements, severance plans, retention plans, loan agreements, or indentures,
including, without limitation, the Company’s 2021 Equity Incentive Plan, the Director Indemnification Agreements and any executive
compensation agreements between the Company and its executive officers, or any other related plans or agreements (“Existing Plans
and Agreements”) that refer to any such plan, policy or agreement’s definition of “Change in Control,” “Change
of Control” or any similar term); and (B) a member of the Board or director as of the beginning of any applicable measurement
period for the purposes of the definition of “Change in Control,” “Change of Control” or any similar term under
such Existing Plans and Agreements. For the avoidance of doubt, nothing in this Section 1(d)(vii) shall require, or be deemed to
be, an amendment or modification to any Existing Plans and Agreements, including any outstanding award thereunder.


 


 


 






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(viii) The Company agrees that it shall hold (i)
the Company’s 2023 annual meeting of stockholders no earlier than December 15, 2023 and no later than December 31, 2023 and (ii)
the Company’s 2024 annual meeting of stockholders no earlier than December 15, 2024 and no later than December 31, 2024, in each
case unless otherwise mutually agreed by the Parties.


 


2.     Standstill Provisions.


 


(a) The Iroquois Parties agree that, from the date
of this Agreement through the date (“Later Date”) that is the later of (i) September 30, 2024 or (ii) the date on which
neither of the Iroquois Appointees (nor their respective designated replacements) continues to serve on the Board (the date of this Agreement
through such Later Date, “Standstill Period”), the Iroquois Parties shall not, and shall cause each of their controlled
Affiliates and Associates not to, in each case directly or indirectly, in any manner:


 


(i) engage in any solicitation of proxies or become
a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange
Act) of proxies (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in
each case, with respect to securities of the Company;


 


(ii) form, join, or in any way knowingly participate
in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of Common Stock
(other than a “group” that includes all or some of the Iroquois Parties but does not include any other entities or
persons that are not Iroquois Parties as of the date hereof); provided, however, that nothing herein shall limit the
ability of an Affiliate of the Iroquois Parties to join the “group” following the execution of this Agreement, so long
as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;


 


(iii) deposit any shares of Common Stock in any voting
trust or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock,
other than any such voting trust, arrangement or agreement solely among the Iroquois Parties and otherwise in accordance with this Agreement;


 


(iv) seek or submit, or knowingly encourage any person
or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election
or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment,
election or removal of any directors (except as specifically permitted in Section 1) in each case in opposition to the recommendation
of the Board; provided, however, that nothing in this Agreement shall prevent the Iroquois Parties or their respective controlled
Affiliates or Associates from taking actions in furtherance of identifying director candidates other than in connection with the Notice
of Proposed Action, the 2022 Annual Meeting and any Applicable Meeting so long as such actions do not create a public disclosure obligation
for the Iroquois Parties or the Company, are not publicly disclosed by the Iroquois Parties or their representatives, controlled Affiliates
or Associates and are undertaken on a basis reasonably designed to be confidential;


 


(v) seek, alone or in concert with others, representation
on the Board except as specifically permitted in Section 1;


 


(vi) (A) make any proposal for consideration by stockholders
at any Applicable Meeting, or solicit the written consents of stockholders in lieu of any annual or special meeting in connection with
any proposal, including, for the avoidance of doubt, any election of candidates to the Board if such nomination has not been previously
approved by the Board or any proposal to amend the Company’s Articles of Incorporation or By-Laws, (B) make any offer or proposal
(with or without conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition
or other business combination involving the Iroquois Parties and the Company, (C) solicit a third party to make an offer or proposal (with
or without conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition
or other business combination involving the Company, or publicly encourage, initiate or support any third party in making such an offer
or proposal, or (D) call or seek to call a special meeting of stockholders;


 


 


 






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(vii) advise, knowingly encourage, knowingly support
or knowingly influence any person or entity with respect to the voting or disposition of any securities of the Company at any Applicable
Meeting with respect to the appointment, election or removal of director(s), except in accordance with Section 1; or


 


(viii) acquire, announce an intention to acquire,
offer or propose to acquire, or agree to acquire (except by way of stock dividends or other distributions or offerings made available
to holders of voting securities of the Company generally on a pro rata basis), directly or indirectly, by purchase or otherwise, any security
of the Company, including any option, warrant, convertible security, stock appreciation right or other similar right (including, without
limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket
or index) that, inter alia, includes, relates to or derives any significant part of its value from a change in the market price or value
of the securities of the Company, which would result in the Iroquois Parties beneficially owning 14.9% or more of the then-outstanding
shares of Common Stock in the aggregate;


 


(ix) demand a copy of any books and records of the
Company under the Nevada Revised Statutes 78.105 or equivalent state or federal laws;


 


(x) make any request or submit any proposal to amend
the terms of this Agreement other than through non-public communication with the Company or the Board that would not be reasonably determined
to trigger public disclosure obligations for any Party; or


 


(xi) make, publish, or communicate, or knowingly
encourage any controlled Affiliate or Associate of the Iroquois Parties or any other third party to make, publish, or communicate, either
orally or in writing, any disparaging remarks, comments, or statements in a public manner that would reasonably be expected to damage
the business or reputation of the Company or any of its directors, officers, employees, or advisors; provided, however,
that during the Standstill Period neither the Company nor any of its subsidiaries or any of their respective controlled Affiliates, Associates,
directors, officers, employees, agents or advisors shall make, publish, or communicate, or knowingly encourage any other third party to
make, publish, or communicate, either orally in writing, any disparaging remarks, comments or statements in a public manner that would
reasonably be expected to damage the business or reputation of the Iroquois Parties or any of their respective Affiliates, Associates,
directors, officers, employees, members, managers, partners or advisors; provided, further, that each Party shall be permitted
to make objective statements that reflect such Party’s view with respect to factual matters concerning specific acts or determinations
of the other Party occurring after the date of this Agreement, as long as such statements do not violate any other provision of this Agreement,
and to respond to any public statement made by the other Party of the nature described in this Section 2(a)(xi) if such statement
by the other Party was made in breach of this Agreement.


 


(b) Notwithstanding anything in Section 2(a)
or elsewhere in this Agreement, nothing in this Agreement shall prohibit or restrict the Iroquois Parties from: (i) communicating privately
with the Board or any of the Company’s officers regarding any matter, so long as such communications are not intended to, and would
not reasonably be expected to, require any public disclosure of such communications; (ii) communicating with stockholders of the Company
and others in a manner that does not otherwise violate Section 2(a) or Section 12; or (iii) taking any action necessary
to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has
jurisdiction over the Iroquois Parties.


 


(c) Nothing in Section 2 or elsewhere in
this Agreement shall be deemed to limit the exercise in good faith by any member of the Board of such person’s fiduciary duties
solely in such person’s capacity as a director of the Company.


 


 


 






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3.     Representations
and Warranties of the Company.


 


The Company represents and warrants to the Iroquois
Parties that: (i) the Company has the corporate power and authority to execute this Agreement and to bind it thereto; (ii) this Agreement
has been duly and validly authorized, executed and delivered by the Company, and assuming due execution by each counterparty hereto, constitutes
a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except
as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar
laws generally affecting the rights of creditors and subject to general equity principles; (iii) as of the date of this Agreement, the
Board is comprised of seven (7) directors; (iv) the execution, delivery and performance of this Agreement by the Company does not and
will not (x) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (y) result in
any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach,
violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment,
acceleration or cancellation of, any organizational document or material agreement to which the Company is a party or by which it is bound;
(v) as of the date of the execution of this Agreement, the current version of the Company’s Articles of Incorporation and the By-Laws,
and the respective amendments thereto, are each as last filed in their entirety on the Company’s Annual Report on Form 10-K filed
with the SEC on August 10, 2021 (the current version of the Company’s By-Laws, as so amended, the “By-Laws”);
(vi) as of the date of the execution of this Agreement, the current version of the Company’s Audit Committee Charter, Nominating
Committee Charter and Compensation Committee Charter are each as dated September 19, 2014 and attached as exhibits to the Company’s
Current Report on Form 8-K filed with the SEC on September 25, 2014; (vii) as of the date of the execution of this Agreement, the only
committees of the Board are the Audit Committee, the Nominating Committee and the Compensation Committee; (viii) as of the date of the
execution of this Agreement, the Board has not assigned any additional powers or duties to any of the Company’s Chairman of the
Board, Chief Executive Officer, President or General Counsel which are not set forth in such individual’s existing executive compensation
agreement with the Company or otherwise provided for under the By-Laws; and (ix) as of the date of execution of this Agreement, there
are no material agreements (other than this Agreement) entered into by the Company which would be required to be disclosed on a Current
Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed by the Company with the SEC, which have not already
been publicly disclosed by the Company on a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed
by the Company with the SEC as of the date hereof.


 


 


 


 






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4.     Representations and Warranties of
the Iroquois Parties.


 


The Iroquois Parties represent and warrant to the
Company that: (i) the authorized signatory of the Iroquois Parties set forth on the signature page hereto has the power and authority
to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind each
of the Iroquois Parties thereto; (ii) this Agreement has been duly authorized, executed and delivered by the Iroquois Parties, and assuming
due execution by each counterparty hereto, is a valid and binding obligation of the Iroquois Parties, enforceable against the Iroquois
Parties in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles;
(iii) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms
hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational
documents of the Iroquois Parties as currently in effect; (iv) the execution, delivery and performance of this Agreement by the Iroquois
Parties does not and will not (x) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Iroquois
Parties, or (y) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would
constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right
of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding
or arrangement to which any of the Iroquois Parties is a party or by which it is bound; (v) as of the date of this Agreement, the Iroquois
Parties are deemed to collectively beneficially own, in the aggregate, 1,389,869 shares of Common Stock, and 280,000 shares of the Company’s
common stock issuable upon the exercise of certain warrants subject to a 4.99% beneficial ownership limitation; and (vi) as of the date
hereof, and except as set forth in clause (v) above, the Iroquois Parties do not currently have, and do not currently have any right to
acquire, any interest in any securities or assets of the Company or its Affiliates (or any rights, options or other securities convertible
into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of
time or the occurrence of a specified event) for such securities or assets or any obligations measured by the price or value of any securities
of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic
benefits and risks that correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any
of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether
or not to be settled by delivery of shares of Common Stock or any other class or series of the Company’s stock, payment of cash
or by other consideration, and without regard to any short position under any such contract or arrangement). The Iroquois Parties represent
and warrant that all agreements between any of the Iroquois Parties, on the one hand, and any New Director or Replacement Director (whether
as of the date hereof or in the future), on the other hand, has been or shall be (as applicable) provided to the Company.


 


 


 


 






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5.     Press Release; Communications. 


 


Promptly following the execution of this Agreement,
the Company and the Iroquois Parties shall jointly issue a mutually agreeable press release (“Press Release”) announcing
certain terms of this Agreement in the form attached hereto as Exhibit A. Prior to the issuance of the Press Release and subject
to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor the Iroquois Parties shall issue
any press release or make any public announcement regarding this Agreement or the matters contemplated hereby without the prior written
consent of the other Party, except as required by law or the Nasdaq rules. During the Standstill Period, neither the Company nor the Iroquois
Parties shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement, except as
required by law or the Nasdaq rules. The Iroquois Parties acknowledge and agree that the Company may file this Agreement and file or furnish
the Press Release with the SEC as exhibits to a Current Report on Form 8-K and other filings with the SEC. The Iroquois Parties shall
be given a reasonable opportunity to review and comment on any Current Report on Form 8-K or other filing with the SEC made by the Company
with respect to this Agreement, and the Company shall give reasonable consideration to any comments of the Iroquois Parties. The Company
acknowledges and agrees that the Iroquois Parties may file this Agreement as an exhibit to its Schedule 13D with the SEC. The Company
shall be given a reasonable opportunity to review and comment on such Schedule 13D filing made by the Iroquois Parties with respect to
this Agreement, and the Iroquois Parties shall give reasonable consideration to any comments of the Company.


 


6.     Specific Performance.


 


Each of the Iroquois Parties, on the one hand,
and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto may occur in the event any
of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such
injury may not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly
agreed that the Iroquois Parties, on the one hand, and the Company, on the other hand (“Moving Party”), shall each
be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party
hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other
remedy or relief is available at law or in equity. This Section 6 is not the exclusive remedy for any violation of this Agreement.


 


7.     Expenses.


 


The Company shall reimburse the Iroquois Parties
for their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the Iroquois Parties’
involvement at the Company through the date of this Agreement, including, but not limited to, their Schedule 13D filings with respect
to their investment in the Company, the 2022 Annual Meeting, the Notice of Proposed Action and the negotiation, execution and effectuation
of this Agreement and the transactions contemplated hereby, provided that such reimbursement shall not exceed $637,570 in the aggregate.


 


8.     Severability.


 


If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions,
covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition,
the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction
for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.


 


 


 






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9.     Notices.


 


Any notices, consents, determinations, waivers
or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by email (provided such
confirmation is not automatically generated); or (iii) two (2) business days after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be:


 


If to the Company:


 


PharmaCyte Biotech, Inc.


3960 Howard Hughes Parkway, Suite 500


Las Vegas, Nevada 89169


Attention: Kenneth L. Waggoner

E-mail: kwaggoner@pharmacyte.com


 


with a copy (which shall not constitute notice)
to:


 


McDermott Will & Emery LLP


One Vanderbilt Avenue


New York, New York 10017


Attention: Merrill M. Kraines


Email: mkraines@mwe.com


 


If to the Iroquois Parties:


 


Iroquois Master Fund Ltd.


c/o Iroquois Capital Management, LLC

2 Overhill Road, Suite 400


Scarsdale, New York 10583


Attention: Richard Abbe


Email: rabbe@icfund.com


 


with a copy (which shall not constitute notice)
to:


 


Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention: Andrew Freedman


                   Bachar Mahmoud

Email: afreedman@olshanlaw.com


   bmahmoud@olshanlaw.com


 


 


 






    	 	9	 



     


    

 


10.     Applicable Law.


 


This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Nevada without reference to the conflict of laws principles
thereof that would result in the application of the law of another jurisdiction. Each of the Parties hereto irrevocably agrees that any
legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement
of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its
successors or assigns, shall be brought and determined exclusively in the United States Federal District Court in Clark County, Nevada,
or the state courts located in Clark County, Nevada if the United States Federal District Court in Clark County, Nevada determines it
does not have jurisdiction over any such legal action or proceeding. Each of the Parties hereto hereby irrevocably submits with regard
to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction
of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid
courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this
Agreement: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason; (ii) any claim
that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise);
and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (x) the lawsuit, action or proceeding in such
court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the
subject matter hereof, may not be enforced in or by such courts.


 


11.     Counterparts.


 


This Agreement may be executed in two or more counterparts,
each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of
the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).


 


12.     No Litigation.


 


During the Standstill Period, each Party hereby
covenants and agrees that it shall not, and shall not permit any of its respective agents, subsidiaries, Affiliates, officers, key employees
or directors to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to institute, solicit,
assist or join, as a party, any litigation, arbitration or other proceeding against or involving the other Party or any of its respective
agents, subsidiaries, Affiliates, officers, key employees or current or former directors or officers (including derivative actions), except
for: (i) any action to enforce the provisions of this Agreement; (ii) any counterclaims with respect to any proceeding initiated by, or
on behalf of one Party or its Affiliates against the other Party or its Affiliates in violation of this Agreement; (iii) any action with
respect to bona fide commercial disputes that do not relate to the subject matter of this Agreement; or (iv) any exercise of statutory
appraisal rights. 


 





13.     Entire
Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries; Term.


 


This Agreement (including Exhibit A) contains
the entire understanding of the Parties with respect to its subject matter and supersedes and cancels all prior written, oral and implied
agreements and understandings with respect to the subject matter of this Agreement. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement
can be made except in writing signed by an authorized representative of each of the Company and the Iroquois Parties. No failure on the
part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided
by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto
and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement
or any rights or obligations hereunder without, with respect to the Iroquois Parties, the prior written consent of the Company, and with
respect to the Company, the prior written consent of the Iroquois Parties. This Agreement is solely for the benefit of the Parties and
is not enforceable by any other persons or entities. Unless otherwise mutually agreed in writing by each Party, this Agreement shall terminate
at the end of the Standstill Period. Notwithstanding the foregoing, the provisions of Section 6 through Section 11 and this
Section 13 shall survive the termination of this Agreement. No termination of this Agreement shall relieve any Party from liability
for any breach of this Agreement prior to such termination.


 


 


 






    	 	11	 



     


    

 


IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized signatories of the Parties as of the date hereof.


 








	 	PHARMACYTE BIOTECH, INC.
	 	 	 
	 	By:	/s/ Kenneth L. Waggoner
	 	 	Name:	Kenneth L. Waggoner
	 	 	Title:	Chief Executive Officer,

        President and General Counsel






 


 


	 	IROQUOIS MASTER FUND LTD.
	 	 
	 	By:	Iroquois Capital Management, LLC,
	 	 	its investment manager
	 	 	 
	 	By:	/s/ Richard Abbe
	 	 	Name:	Richard Abbe
	 	 	Title:	President


 


 


	 	IROQUOIS CAPITAL MANAGEMENT, LLC
	 	 
	 	By:	/s/ Richard Abbe
	 	 	Name:	Richard Abbe
	 	 	Title:	President


 


 


	 	IROQUOIS CAPITAL INVESTMENT GROUP LLC
	 	 
	 	By:	/s/ Richard Abbe
	 	 	Name:	Richard Abbe
	 	 	Title:	Managing Member


 


 


 


 


 






    	 	12	 



     


    

 


Exhibit A


Press Release


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	13