Exhibit 10.21


 





 


January 10, 2019


 


Mr. Simon Allen


16870 Camino Lago de Cristal


Rancho Santa Fe CA 92067


 


		Re:	Stock Option Agreement



 


Dear Simon,


 


Reference is made to that certain Stock
Option Grant Notice and Agreement, dated March 7, 2016 (the “Option Agreement”), by and between you and CohBar,
Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings given to
them in the Option Agreement unless otherwise specified.


 


This letter agreement (“Letter
Agreement”) sets forth our mutual agreement regarding the stock options subject to the Option Agreement in relation
to your separation from employment with the Company, effective December 6, 2018. Your signature in the space provided at the end
of this letter indicates that you have read this letter and acknowledge and agree to the matters set forth herein. The effectiveness
of this Letter Agreement is expressly conditioned on the effectiveness of the Separation Agreement (the “Separation Agreement”)
contemplated to be executed by you as a condition to receipt of certain termination benefits under the Executive Employment Agreement,
dated March 7, 2016, between you and the Company. This letter agreement shall have no force or effect unless and until the Separation
Agreement becomes effective in the manner set forth therein.


 


1. Option Vesting. Upon the effectiveness
of the Separation Agreement and this Letter Agreement, 1,061,239 shares subject to the Option Agreement will be vested and exercisable
(the “Vested Options”).


 


2. Cashless Exercise. Subject to
the restrictions provided herein and the terms of the Option Agreement and Plan, you may pay the exercise price for any vested
options you elect to exercise (the “Exercised Options”) via a broker-assisted cashless exercise program under
which, prior to the issuance of the shares underlying the Exercised Options (the “Option Shares”), you provide
the Company and a mutually agreed broker with irrevocable instructions to immediately sell a number of Option Shares sufficient
to generate proceeds at least equal to the aggregate exercise price of the Exercised Options, and to remit directly to the Company
from such sales proceeds an amount equal to the aggregate exercise price of the Exercised Options.


 


3. Time
for Exercise. Notwithstanding Section 8(b) of the Option Agreement, the term for exercise of the Vested Options shall expire
on March 6, 2020.


 


4. Restrictions
on Sale of CohBar Securities.


 


(a) In consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you agree that, without
the prior written consent of the Company:


 


		(i)	you shall not engage in any Sale Transaction (as defined
below) on or prior to March 6, 2019;



   




    	1455 Adams Drive	Menlo Park, CA 94025

 


    


    

 


		(ii)	during the three month period beginning on March 7, 2019 and ending on June 6, 2019, you shall
not engage in Sales Transactions with respect to greater than 265,310 shares of the Company’s common stock in the aggregate,
including any shares underlying other CohBar Securities (as defined below);



 


		(iii)	during the three month period beginning on June 7, 2019 and ending on September 6, 2019, you shall
not engage in Sales Transactions with respect to greater than 265,310 shares of the Company’s common stock in the aggregate,
including any shares underlying other CohBar Securities; and



 


		(iv)	during the six month period beginning on September 7, 2019 and ending on March 6, 2020, you shall
be free to execute Sales Transactions with respect any CohBar Securities you hold, subject to compliance with applicable law.



 


(b) For
purposes hereof:


 


		(i)	“CohBar
                                         Securities” means shares of the Company’s common stock or securities
                                         exercisable for or convertible into the Company’s common stock, whether such shares
                                         of common stock or other securities are currently owned by you or are hereafter acquired;
                                         and



 


		(ii)	a
                                         “Sale Transaction” means any pledge, sale, contract to sell, sale
                                         of any option or contract to purchase, purchase of any option or contract to sell, grant
                                         any option, right or warrant to purchase, or any other transfer or disposition, directly
                                         or indirectly, of any CohBar Securities, or any swap or other arrangement that transfers
                                         to another, in whole or in part, any of the economic consequences of ownership of the
                                         CohBar Securities, regardless of whether the date for settlement of any such arrangement.
                                         For the avoidance of doubt, any sale of Option Shares executed in connection with the
                                         cashless exercise of Vested Options as contemplated by paragraph 2 hereunder constitutes
                                         a “Sale Transaction.”



 


(c) The
foregoing restrictions shall not apply with respect to tenders of CohBar Securities made in response to a bona fide third
party take-over bid made to all holders of such CohBar Securities or any similar acquisition transaction, provided that, in
the event that the take-over bid or acquisition is not completed, all CohBar Securities will remain subject to the
restrictions contained herein. Except for restrictions on Sale Transactions in connection with the cashless exercise of
Vested Options, the foregoing restrictions are not intended and shall not be construed to prohibit the exercise of Vested
Options. You agree and consent to the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of your CohBar Securities except in compliance with the foregoing restrictions.


 


5. Voluntary
Agreement. You are encouraged to discuss this Letter Agreement with your personal legal, financial and tax advisor(s).
You acknowledge that you have had an opportunity to do so, have read the entire Agreement and are responsible for evaluating
and complying with all legal, financial and tax ramifications associated with entrance into this Letter Agreement, any future
exercise of Vested Options (or failure to exercise Vested Options), and any future sale of Option Shares.


 


6. Governing Law. This Letter Agreement
shall be governed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.


 


[Signature Page Follows]


 




    	1455 Adams Drive	Menlo Park, CA 94025

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In consideration of the foregoing,
please sign and return one copy of this letter to the undersigned to indicate your acknowledgment and agreement.


 


Sincerely,


 


CohBar,
Inc.


 


	/s/ Philippe Calais	 
	By: Philippe Calais	 
	Interim Chief Executive Officer	 




  





	 	Acknowledged and Agreed:
	 	 
	 	/s/ Simon Allen
	 	Simon Allen
	 	 
	 	Dated: January 10, 2019




 





	1455 Adams Drive	Menlo Park, CA 94025


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