Exhibit
10.21


 


LOCK-UP
AGREEMENT


 


March
2, 2022


 


Each
Purchaser referenced below:


 


		Re:	Securities
                                            Purchase Agreement, dated as of March 2, 2022 (the “Purchase Agreement”),
                                            between Curative Biotechnology, Inc., a Florida corporation (the “Company”),
                                            and the purchaser signatory thereto (the “Purchaser”)



 


Ladies
and Gentlemen:


 


Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in
the Purchase Agreement. Pursuant to the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under
the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the earlier of (i) the Maturity
Date of the Notes issued pursuant to the Purchase Agreement or (ii) 6 months from the date of a Qualified Offering (such period, the
“Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose
of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned
or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including sales pursuant
to a registration statement, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Exchange Act with respect to, any shares of common stock or common stock equivalents of the Company
beneficially owned, held or hereafter acquired by the undersigned (the “Securities”); provided however
that such restrictions will not apply to: (i) transfers of Securities as bona fide charitable contributions, gifts or donations, (ii)
transfers or dispositions of the Securities to any trust for the direct or indirect benefit of the undersigned or the immediate family
of the undersigned, (iii) transfers or dispositions of the Securities by will, other testamentary document or intestate succession to
the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (iv) transfers of the Securities
to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former
partners (general or limited), members or managers of the undersigned, as applicable, or to the estates of any such stockholders, affiliates,
partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls,
is controlled by or is under common control with the undersigned, (v) transfers that occur by operation of law pursuant to a qualified
domestic relations order or in connection with a divorce settlement, (vi) transfers or dispositions not involving a change in beneficial
ownership, (vii) if the undersigned is a trust, transfers or dispositions to any beneficiary of the undersigned or the estate of any
such beneficiary; provided that, in each case (i) through (vii) above, the transferee agrees in writing to be bound by the terms and
conditions of this letter agreement and either the undersigned or the transferee provides Purchaser with a copy of such agreement promptly
upon consummation of any such transfer, (viii) transfers pursuant to a bona fide third party tender offer, merger, consolidation or other
similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company, provided that
in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Securities shall remain subject
to the restrictions contained in this Letter Agreement or (ix) the undersigned approving and assisting in the preparation of a registration
statement on Form S-8 registering the shares of Common Stock subject to the Company’s equity compensation plans, but not selling
such shares. For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin.


 




    	 



     


    

 


Notwithstanding
the restrictions imposed by this Letter Agreement, the undersigned may (a) exercise an option or warrant (including a net or cashless
exercise of such option or warrant) to purchase shares of the Company’s Common Stock, provided that any such shares shall continue
to be subject to the restrictions on transfer set forth in this letter agreement, (b) Securities to cover tax withholding obligations
of the undersigned in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided
that any such shares shall continue to be subject to the restrictions on transfer set forth in this letter agreement, or (c) establish
a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the Securities, provided that such plan does not provide
for any transfers of Securities during the Restricted Period and provided further, that, no filing under the Exchange Act or other public
announcement shall be required or shall be made voluntarily in connection with the establishment of such a plan.


 


The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Purchaser
to complete the transactions contemplated by the Purchase Agreement and that the Purchaser (which shall be a third party beneficiary
of this Letter Agreement), the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The
undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter Agreement,
that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of
the transactions contemplated by the Purchase Agreement.


 


This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Purchaser
and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without
regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for
the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not
to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court,
(ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper.
The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Purchase Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any
right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned
Purchaser and that Purchaser is not entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the
Securities is created or intended by virtue of this Letter Agreement.


 


[Signature
page follows.]


 




    	-2-



     


    

 


This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


		 	 
	Signature	 	 
	 	 	 
		 	 
	Print
    Name	 	 
	 	 	 
	President	 	 	 
	Position
    in Company	 	 


 


	Address
    for Notice:	 	 
	 	 	 
	1825 NW Corporate Blvd. #110	 	 	 
	 	 	 
	Boca Raton, FL 33431	 	 	 


 


	 
	 	 
	Number
    of shares of Common Stock
	


 


	 	 
	Number
    of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities


 


By
signing below, the Company each agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


 


	CURATIVE
    BIOTECHNOLOGY, INC. 

     
	 
	 	 
	By:	 /s/ Richard Garr 	 
	Name:	Richard
    Garr	 
	Title:	CEO