Exhibit 10.2








January 26, 2018


Kerry Propper

Chief Executive Officer

Chardan Capital Markets, LLC

17 State Street

New York, NY 10004


Re: Mutual Termination Agreement


Dear Mr. Propper:


This letter is to confirm that PharmaCyte Biotech, Inc. (“Company”) and Chardan Capital Markets, LLC (“Chardan”) have agreed to mutually terminate the letter agreement between Chardan Capital Markets, LLC (“Chardan”) and the Company dated May 28, 2014, as amended on December 15, 2016 (collectively, “Engagement Agreement”). Chardan agrees that no further fees or warrants are due and payable by the Company to Chardan pursuant to the Engagement Agreement.



  /s/ Kenneth L. Waggoner                      
  Chief Executive Officer
  President and General Cousel



Acknowledged and Agreed


Chardan Capital Markets, LLC



By: /s/ George Kaufman                 

Name: George Kaufman

Title: Managing Director