COMMON STOCK PURCHASE WARRANT CohBar, Inc.Common Stock Purchase Warrant • October 28th, 2021 • CohBar, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CohBar, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2014 • Cohbar, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] by and between Cohbar, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
ContractWarrant Agreement • December 22nd, 2020 • CohBar, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
COHBAR, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 12th, 2018 • CohBar, Inc. • Pharmaceutical preparations • New York
12,300,000 SHARES of Common Stock and 12,300,000 Warrants (EXercisable for 9,225,000 warrant shares) of COHBAR, INC.Underwriting Agreement • August 26th, 2020 • CohBar, Inc. • Pharmaceutical preparations • New York
The undersigned, CohBar, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of CohBar, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration 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).
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2023 • CohBar, Inc. • Pharmaceutical preparations • Florida
This First Amended and Restated Employment Agreement (this “Agreement”) is made this 22nd day of May, 2023 by and between James Bianco, MD (“Employee”), and Morphogenesis, Inc. (the “Company”). Employee and the Company are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.” This Agreement amends and restates that certain Employment Agreement, dated July 1, 2021, between Employee and the Company (the “Original Employment Agreement”).
COHBAR, INC. Shares of Common Stock (par value $0.001 per share) At-the-Market Sales AgreementAt-the-Market Sales Agreement • May 27th, 2020 • CohBar, Inc. • Pharmaceutical preparations • New York
CohBar, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”), as follows:
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 30th, 2023 • CohBar, Inc. • Pharmaceutical preparations
THIS AGREEMENT is made and entered into on April 23, 2021 (hereinafter “EFFECTIVE DATE”) by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. a non-profit Florida corporation organized pursuant to Section 1004.43, Florida Statutes, whose address is 12902 Magnolia Drive Tampa, Florida 33612 (hereinafter “MOFFITT”) and TUHURA Biopharma Inc., a corporation duly organized under the laws of Delaware, United Slates whose address is 2030 8th Ave, Suite 3903, Seattle, WA 98121 (hereinafter “LICENSEE”).
FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENTLock-Up Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent 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).
COHBAR, INC. 20,833,334 Shares of Common Stock (par value $0.001 per share) and Warrants to Purchase 20,833,334 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 28th, 2021 • CohBar, Inc. • Pharmaceutical preparations • New York
CohBar, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 20,833,334 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), and (ii) warrants of the Company to purchase an aggregate of 20,833,334 shares of Common Stock (the “Warrants”). Each Share is being sold together with one Warrant; and each full Warrant is exercisable for one Common Share at an exercise price of $0.72 per whole share. The Shares and the Warrants to be sold by the Company are collectively called the “Offered Securities.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Cantor, as Underwriter,
COHBAR, INC. as the Corporation and CST TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of 5,625,000 IPO Unit Warrants 1,350,000 Put Unit Warrants and Up to 393,750 Compensation Unit Warrants Dated as of January 6, 2015Warrant Indenture • January 8th, 2015 • Cohbar, Inc. • Pharmaceutical preparations • British Columbia
Dr. Philippe Calais December 7, 2018 Re: Interim Chief Executive Officer Agreement Dear Philippe:Interim Chief Executive Officer Agreement • March 18th, 2019 • CohBar, Inc. • Pharmaceutical preparations • California
On behalf of Cohbar, Inc. (the “Company”), I am pleased to offer you the position of Interim Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (this “Agreement”). You have agreed to accept this role while we engage in a search for a permanent Chief Executive Officer, for which you will be a considered a candidate should you choose. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
ContractWarrant Agreement • November 10th, 2014 • Cohbar, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
ContractWarrant Agreement • August 13th, 2020 • CohBar, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
MORPHOGENESIS, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 3rd, 2023 • CohBar, Inc. • Pharmaceutical preparations • Florida
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) is entered into as of [___] (the “Grant Date”) between Morphogenesis, Inc., a Florida corporation (the “Company”), and [___] (the “Optionee). This option is being granted pursuant to the terms of the Company’s 2019 Restated Stock Option Plan, as the same may be amended from time to time (the “Plan”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED RESTATED AND AMENDED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 30th, 2023 • CohBar, Inc. • Pharmaceutical preparations • West Virginia
This Restated and Amended Exclusive License Agreement (“Agreement”), to be effective as of September 7, 2022 (“Effective Date”), despite the dates of signatures herein, is between TuHURA BioPharma INC., a biotechnology company targeting myeloid derived suppressor cells with bi-specific immunotherapies and drug antibody conjugates with an address of 545 Channelside Drive, Tampa FL 33602 (“COMPANY” or “LICENSEE”), and West Virginia University Research Corporation (“WVURC”), a nonprofit West Virginia corporation acting for and on behalf of West Virginia University (“WVU”).
FORM OF COMPANY SUPPORT AGREEMENT MORPHOGENESIS, INC. SUPPORT AGREEMENTSupport 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.
AGENCY AGREEMENTAgency Agreement • December 16th, 2014 • Cohbar, Inc. • Pharmaceutical preparations • British Columbia
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2019 • CohBar, Inc. • Pharmaceutical preparations • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of May 6, 2019 (the “Effective Date’’) by and between CohBar, Inc. (the “Company”) and Steven B. Engle (“You”) in order to provide the general terms of your employment with the Company:
COHBAR, INC. AMENDMENT TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 12th, 2020 • CohBar, Inc. • Pharmaceutical preparations • Delaware
This Amendment to Common Stock Purchase Warrant, dated as of February 25, 2020 (this “Amendment”), amends that certain Common Stock Purchase Warrant (the “Warrant”) issued under that certain Subscription Agreement (the “Subscription Agreement”) dated July 14, 2017, by and between CohBar, Inc., a Delaware corporation (the “Company”) and the undersigned investor (the “Investor”), and is entered into by and between the Company and the Investor. All capitalized terms used in this Amendment, but not defined herein, shall have the meanings given to them in the Subscription Agreement and the Warrant.
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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:
ContractWarrant Agreement • July 18th, 2017 • CohBar, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
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 ImmunotherapyMerger Agreement • May 23rd, 2023 • CohBar, Inc. • Pharmaceutical preparations
● Combined company will operate under the name “TuHURA Biosciences, Inc.” and advance a personalized cancer vaccine platform and preclinical tumor microenvironment modulators
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 10th, 2014 • Cohbar, Inc. • Pharmaceutical preparations • California
This Exclusive License Agreement and the attached Appendix A (collectively, the “Agreement”) is made and is effective this 30th day of November 2011 (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200, acting through The Office of Intellectual Property and Industry Sponsored Research of the University of California, Los Angeles, located at 11000 Kinross Avenue, Suite 200, Los Angeles, CA 90095-1406, and Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, a corporation organized and existing under the laws of the State of New York, having an office and place of business at 1300 Morris Park Avenue, Bronx, New Your 10461 (“Einstein”), and COHBAR, INC. (“Licensee”), a Delaware corporation having a principal place of business at 910 Rockborn St Gaithersburg, MD 20878.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 4th, 2018 • CohBar, Inc. • Pharmaceutical preparations • Delaware
This Note and Warrant Purchase Agreement, dated as of March 29, 2018 (this “Agreement”), is entered into by and among CohBar, Inc., a Delaware corporation (the “Company”) and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Agreement as the investor (the “Investor”), provides as follows:
AGREEMENT AND PLAN OF MERGER by and among COHBAR, INC., CHIMERA MERGECO, INC. and MORPHOGENESIS, INC. Dated as of May 22, 2023Merger Agreement • 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”).
Re: CohBar, Inc. Employee Retention BonusEmployee Retention Bonus 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”).
May 22, 2023 Mr. Jeffrey F. Biunno Chief Financial Officer CohBar, Inc. Re: CohBar, Inc. Employee Retention Bonus Ladies and Gentlemen:Employee Retention Bonus 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 18th, 2017 • CohBar, Inc. • Pharmaceutical preparations • Delaware
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) by and between CohBar, Inc., a Delaware corporation (the “Company”), and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Agreement as the investor (the “Investor”), provides as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 28th, 2014 • Cohbar, Inc. • Pharmaceutical preparations • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 17th day of November, 2014 by and between CohBar, Inc. (the “Company”) and Kenneth Cundy (“You”) in order to provide the general terms of your employment with the Company:
STOCK PURCHASE AGREEMENTStock 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”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2019 • CohBar, Inc. • Pharmaceutical preparations
This Second Amendment to Executive Employment Agreement (this “Amendment”), dated as of June 4, 2019, 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. The Company and Mr. Biunno hereby agree to amend the provisions of the Agreement as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 29th, 2014 • Cohbar, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is entered into this 27th day of November, 2013 by and between CohBar, Inc. (the “Company”) and Jeff Biunno (“You”) in order to provide the general terms of your employment with the Company:
