Exhibit 10.2


 





 


 





VIA EMAIL ONLY


 


August 12, 2022


 


_______________________


_______________________


_______________________


_______________________


_______________________


 


	Re:	Director Offer Letter




 


Dear ________,


 


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


 


1.        Term.
This Agreement will become effective on the day of execution of the Cooperation Agreement between the Company and Iroquois Master Fund
Ltd. and its affiliates (“Effective Date”) and continue until your resignation or removal from the Board, or until
your successor is duly elected and qualified at our annual shareholders’ meeting. Your position will be subject to re-election each
year at our annual shareholders’ meeting, and, upon re-election, the terms and conditions of this Agreement will remain in full
force and effect.


 


2.        Services.


 


2.1.     Duties.
You will render services as a member of the Board in accordance with high professional and ethical standards and in accordance with
applicable laws, rules and regulations pertaining to your performance under this Agreement. In addition, you agree to comply with all
policies of the Company, including the Company’s policy with respect to insider trading. You will use your reasonable best efforts
to attend all meetings of the Board called from time to time, either in-person or by telephone. You will serve as member of such committees
as the Board may designate and you agree to serve on such committees. In addition, you will use your reasonable best efforts to attend
meetings of these committees as required by its members pursuant to its Charter as may be called from time to time. As an independent
director, you may also be required to attend meetings with the other independent directors without the presence of the Company’s
officers and non-independent directors. The services described in this Section 2.1 are hereinafter referred to as your “Duties.”


 


2.2.     Reporting.
While this Agreement is in effect, you will immediately advise the Company if you know, have reason to know or believe, that you
are no longer independent as described in the last paragraph of Section 3.


 


3.        Services
for Others. You are free to perform services for others during the term of this Agreement. You represent, however, that you do
not presently perform and do not intend to perform, during the term of this Agreement, similar duties or other services for companies
whose businesses are or would be in any way competitive with the Company (except for companies previously disclosed by you to the Company
in writing). Should you propose to perform similar duties or other services for any such company, you agree to notify the Company in writing
in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company
sufficient to allow it to determine if performing such similar duties or other services would conflict with your Duties.


 


 


 


 


 






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While this Agreement
is in effect, you should immediately inform the Company if: (i) you know, have reason to know or believe that you are no longer independent
with respect to your Duties as defined pursuant to applicable Nasdaq Listing Rules and applicable securities law, including the rules
and regulations of the Securities and Exchange Commission, or (ii) you serve on an audit or compensation committee of any other public
company.


 


4.        Compensation.


 


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 will be reimbursed for reasonable expenses documented and incurred by you in performing your Duties, including travel expenses for
meetings you attend in-person.


 


4.2.     Equity
Grants. Commencing on the Effective Date and on each anniversary date of the Effective Date, you will be issued annually: (i)
334 fully paid, non-assessable shares of the Company’s restricted common stock (“Shares”); and (ii) a ten-year
option to purchase 334 Shares at an exercise price equal to the fair market value of the Company’s common stock on the date of
the grant (“Option”). The Shares and the Option will be fully vested as of the date of the grant. The Company will
issue you a Stock Option Agreement to evidence the Option in the form typically used by the Company.


 


4.3.    Taxes.
You are responsible for taxes arising out of any compensation paid by the Company to you under this Agreement, and you understand
that you will be issued a United States Treasury Form 1099 for any compensation paid to you by the Company. The Company will comply with
any tax or withholding obligations as required by applicable law related to this Agreement.


 


5.        D&O
Insurance Policy; Indemnification. During the term of this Agreement, the Company will include you as an insured under its existing
director’s and officer’s insurance policy, with the appropriate levels of coverage determined annually by the Company and
the Board. As a director, you will be entitled to customary indemnification under the Company’s organizational documents.


 


6.        No Assignment.
Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you.


 


7.        Confidential
Information; Non-Disclosure. In consideration of your access to the premises of the Company and your access to certain confidential
information of the Company, you hereby represent and agree as follows:


 


7.1.     Definition.
For purposes of this Agreement, the term “Confidential Information” means:


 


a.        Any
information the Company possesses that has been created, discovered, or developed by or for the Company and that has or could have commercial
value or utility in the business in which the Company is engaged;


 


b.        Any
information provided to the Board at or for meetings of the Board and any information relating to proceedings of the Board; or


 


c.        Any
information that is related to the business of the Company and is generally not known by non-Company personnel.


 


7.2.       Exclusions.
Notwithstanding the foregoing, the term Confidential Information does not include:


 


a.        Any
information that becomes generally available to the public other than because of a breach of this Agreement, or any other agreement requiring
confidentiality between the Company and you;


 


b.        Information
received from a third party in rightful possession of such information who is not restricted from disclosing such information; and


 


c.        Information
known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


 


 


 


 






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7.3      Documents.
You agree that, without the prior written consent of the Company, you will not remove from the Company's premises any notes, formulas,
programs, data, records, machines, or any other documents or items that in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of the same. If you receive any such documents or items by personal delivery from any authorized
personnel of the Company, you will be deemed to have received the express written consent of the Company. If you receive any such documents
or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your
possession of such documents or items. You will promptly return such documents or items, along with any reproductions or copies, to the
Company upon the Company's demand, upon termination of this Agreement or upon your termination or Resignation (as defined in Section 8
below).


 


7.4.     No
Disclosure; No Use. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to
others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as may be necessary in the ordinary course of your service as a member of the Board or to your legal advisors.
You further agree that you will not use any Confidential Information for any purpose other than in connection with your service as a member
of the Board without the prior written consent of the Company. The provisions of this Section 7.4 shall survive termination of this Agreement.


 


8.        Assignment
of Inventions. In consideration for the Company sharing with you the Company’s Confidential Information, you further agree
that all inventions, discoveries, data, technology, designs, innovations and improvements (whether or not patentable and whether or not
copyrightable) related to the business of the Company which are made, conceived, reduced to practice, created, written, designed or developed
by you, solely or jointly with others, during any meeting, discussions or negotiations with representatives of the Company (“Inventions”),
or thereafter if resulting or directly derived from Confidential Information, shall be the sole property of the Company, and you hereby
assign to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual
property rights and applications therefor, in the United States and elsewhere.


 


9.        Obligations
to Third Parties. You represent that your service as a member of the Board to the Company does not and will not breach any agreement
you have with any current or former employer or any other person (including without limitation any nondisclosure or non-competition agreement),
and that you will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging
to any current or previous employer or others.


 


10.      Termination
and Resignation. Your membership on the Board may be terminated as provided in the Company’s organizational documents or
pursuant to applicable law. You may also terminate your membership on the Board for any or no reason by delivering written notice of your
resignation to the Chief Executive Officer of the Company (“Resignation”). Such Resignation shall be effective on the
later of the date of its delivery or the date specified in the Resignation. Upon the effective date of the termination or Resignation,
your right to compensation under this Agreement will terminate, subject to the Company's obligations to pay you any compensation that
you have already earned and to reimburse you for approved expenses already incurred in connection with performing your Duties as of the
effective date of such termination or Resignation.


 


11.      Not
an Employee. Nothing in this Agreement shall be construed as a contract of employment between you and the Company or as a commitment
on the part of the Company to retain you in any capacity, for any period of time or under any specific terms or conditions, or to continue
your service to the Company beyond any period.


 


12.      Governing
Law; Consent to Jurisdiction.  All questions with respect to the construction and/or enforcement of this Agreement, and the rights
and obligations of the parties under this Agreement, shall be determined in accordance with the laws of State of Nevada applicable to
agreements made and to be performed entirely in Nevada. The parties to this Agreement hereby consent to the jurisdiction of the courts
having jurisdiction over matters arising in Nevada for any proceeding arising out of or relating to this Agreement.


 


 


 


 


 






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13.      Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter
hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this
Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.
Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure
of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require
performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance
of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will
be an original and all of which taken together will constitute the same agreement, and may be executed using facsimiles of signatures,
and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.


This Agreement has
been executed and delivered by the undersigned and is made effective as of the Effective Date.


 


	Sincerely,
	 
	PharmaCyte Biotech, Inc.
	 
	 
	By: _________________________________
	Name: Kenneth L. Waggoner
	
    Title: Chief Executive Officer

    President and General Counsel



 


 


Agreed and Accepted:


 


 


_____________________________________


Printed Name:
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