0001213900-23-042149 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is dated as of [_____], 2023, by and among CohBar, Inc., a Delaware corporation (the “Company”), K&V Investment Two, LLC, a Florida limited liability company and the Warrant Holders (as defined below).

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FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT
Lock-Up Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations
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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is entered into by and among CohBar, Inc., a Delaware corporation (“Public Company”), and [●], as initial Rights Agent (as defined herein).

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FORM OF COMPANY SUPPORT AGREEMENT MORPHOGENESIS, INC. SUPPORT AGREEMENT
Support Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of May 22, 2023 (the “Effective Date”), is made by and among CohBar, Inc., a Delaware corporation (“Parent”), Morphogenesis, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.

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THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations

This Third Amendment to Executive Employment Agreement (this “Amendment”), dated as of May 22, 2023, amends that certain Executive Employment Agreement (the “Agreement”), dated as of November 27, 2013, as amended by that Amendment to Executive Employment Agreement, dated as of July 11, 2016, by and between CohBar, Inc., a Delaware corporation (the “Company”), and Jeffrey Biunno, as further amended by that certain Second Amendment to Executive Employment Agreement, dated as of June 4, 2019, by and between the Company and Jeffrey Biunno. The Company and Mr. Biunno hereby agree to amend the provisions of the Agreement as follows:

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CohBar, Inc. and Morphogenesis, Inc. Enter into Definitive Merger Agreement to Advance an Innovative Late-stage Clinical Immuno-oncology Pipeline of Therapies to Overcome Resistance to Cancer Immunotherapy
CohBar, Inc. • May 23rd, 2023 • Pharmaceutical preparations

● Combined company will operate under the name “TuHURA Biosciences, Inc.” and advance a personalized cancer vaccine platform and preclinical tumor microenvironment modulators

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AGREEMENT AND PLAN OF MERGER by and among COHBAR, INC., CHIMERA MERGECO, INC. and MORPHOGENESIS, INC. Dated as of May 22, 2023
Agreement and Plan of Merger • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 22, 2023, by and among CohBar, Inc., a Delaware corporation (“Parent”), Chimera MergeCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Morphogenesis, Inc., a Delaware corporation (the “Company”).

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Re: CohBar, Inc. Employee Retention Bonus
Employment Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations

Reference is made to that certain Executive Employment Agreement, dated as of April 26, 2021 (the “Employment Agreement”) by and between CohBar, Inc., a Delaware corporation (the “Company”) and Joseph J. Sarret (“you”).

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May 22, 2023 Mr. Jeffrey F. Biunno Chief Financial Officer CohBar, Inc. Re: CohBar, Inc. Employee Retention Bonus Ladies and Gentlemen:
Employment Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations

Reference is made to that certain Executive Employment Agreement, dated as of November 27, 2013, as amended (the “Employment Agreement”) by and between CohBar, Inc., a Delaware corporation (the “Company”) and Jeff Biunno (“you”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations • Delaware

This Stock Purchase Agreement (this “Agreement”) is dated as of May 22, 2023, by and between CohBar, Inc., a Delaware corporation (the “Company”) and K&V Investment Two, LLC, a Florida limited liability company (including its successors and assigns, the “Purchaser”).

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