Exhibit
10.1


 


NOTE
AND WARRANT PURCHASE AGREEMENT


 


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:


 


RECITALS


 


A.The
Company currently requires funds to help finance its continued operations.


 


B.
 The Investors are willing to advance funds to
the Company in exchange for the issuance to them of certain promissory notes evidencing the Company’s obligation to repay
the Investors’ loans of the advanced funds, all as provided in this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties
hereto, intending to be legally bound, hereby agree as follows:


 


1. Issuance
of Notes and Warrants.


 


(a) The
Notes. The Company has authorized the issuance and sale to the Investors of the Company’s
8.0% Unsecured Promissory Notes due 2021 in the original aggregate principal amount of up to $5,000,000 (the “Maximum
Amount”). The Promissory Notes shall be substantially in the form set forth as Exhibit A hereto
and are herein referred to individually as a “Note” and collectively as the “Notes,”
which terms shall also include any notes delivered in exchange or replacement therefor.


 


(b) The
Warrants. Concurrently with the issuance of the Notes the Company will issue to each Investor a non-transferable warrant (each
a “Warrant” and collectively the “Warrants”) to purchase up to that number
of shares of the Company’s Common Stock as shall be equal to the aggregate original principal amount the Note purchased
by such Investor divided by $5.00. Each Warrant will be issued in substantially the form set forth as Exhibit B hereto.


 


2.
 Closings. The Notes and Warrants (collectively,
the “Securities”) shall be issuable in one or more closings as follows:


 


(a) Initial
Closing. The first closing of the sale and purchase of the Securities (the “Initial Closing”) shall
occur on such date, on or before March 30, 2018 (the “Initial Termination Date”), that the Company in
its sole discretion chooses (the “Initial Closing Date”).


  



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(b) Second
Closing. If the Company issues and sells less than the Maximum Amount of Notes at the Initial Closing, then the Company may
issue and sell in a subsequent closing (the “Second Closing”) held no later than April 15, 2018 (the
“Second Termination Date”), additional Notes in an aggregate original principal amount up to the Maximum
Amount, less the aggregate original principal amount of Notes issued in the Initial Closing. The issue and sale of the Notes to
Investors in the Second Closing (“Subsequent Investors”) shall take place on such date, on or before
the Second Termination Date as the Company in its sole discretion chooses (the “Second Closing Date”).
Any Subsequent Investor who commits to purchase Notes in the Second Closing shall execute
a counterpart signature page to this Agreement and shall thereafter be bound by this Agreement as an Investor. 


 


3. Investor
Deliveries at Closing. At or prior to each Closing, each Investor participating in such
Closing will deliver to the Company:


 


(a) The
purchase price for the Notes indicated on such Investor’s signature page hereto by wire transfer to the account designated
by the Company or other delivery of immediately available funds.


 


(b) A
completed and signed Investor Questionnaire (the
“Investor Questionnaire”) in the form attached hereto as Exhibit C.


 


(c) If
the Investor is resident in Canada:


 


(i) a
completed Canadian Accredited Investor Certificate attached hereto as Exhibit D; (the “Canadian Accredited
Investor Certificate”) and


 


(A)
if the Investor is an individual described in category (j), (k) or (l) of the Canadian Accredited Investor Certificate,
a completed Form 45-106F9 - Form for Individual Accredited Investors, attached hereto as Exhibit E;


 


(B)
if the Investor or, if applicable, the Disclosed Principal, is a Designated Corporate Placee, it either: (i) has previously filed
with the TSX Venture Exchange (the “TSXV”) a Form 4C, Corporate Placee Registration Form (which can
be found at https://www.tsx.com/resource/en/470), and represents and warrants that there has been no change to any of the information
in the Form 4C previously filed with the Exchange up to the date of this Agreement; or (ii) hereby delivers to the Company a duly
signed and completed Form 4C for filing with the TSXV. For purposes of this Agreement, “Designated Corporate Placee”
means a person that is not an individual and (i) is or will on Closing become an “insider” (as such term is defined
in the policies of the TSXV) of the Company; (ii) is a member of the “Aggregate Pro Group” (as such term is defined
in the policies of the TSXV); or (iii) will hold 5% or more of the issued and outstanding shares of Common Stock on Closing on
either an undiluted or diluted basis (calculated in accordance with the policies of the TSXV); and


 


(C)
any other further documentation as required under the applicable securities laws or stock exchange or other regulatory authority.


 



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4.
Company Deliveries at Closing. At each Closing the Company will issue and deliver to each Investor participating in the
applicable Closing:


 


(a) A
duly executed Note in the principal amount funded by such Investor at such Closing. 


 


(b) A
duly executed Warrant to purchase the number of shares of the Company’s common stock calculated in accordance with Section
1(b) above. 


 


(c) The
Company shall send the Notes and accompanying Warrants to the Investors at the addresses furnished to the Company for that purpose.



 


(d) Any
Investor funds received by the Company prior to the Initial Closing Date or the Second Closing Date, as applicable, shall be held
in trust by the Company for the benefit of the Investor until consummation of the applicable Closing; provided, however, that
if the Initial Closing or Second Closing, as applicable, shall not have occurred on or before 5:00 PM ET on the Initial Termination
Date or the Second Termination Date, respectively, then, unless the Investor directs otherwise, the Company shall promptly return
such funds to the Investor and the obligations of the Company and such Investor under this Agreement shall terminate.


 


5. Representations
and Warranties of the Company. The Company represents and warrants to each Investor that:


 


(a) Due
Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on
its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation
in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse
effect on the Company.


 


(b) Authority.
The execution, delivery and performance by the Company of this Agreement, the Notes and the Warrants (the “Transaction
Documents”), and the consummation of the transactions contemplated thereby (i) are within the power of the Company
and (ii) have been duly authorized by all necessary actions on the part of the Company, except for corporate actions and filings
necessary to effect the issuance of securities for which the Warrants may be exercised from time to time.


 


(c) Enforceability.
Each Transaction Document executed, or to be executed, by the Company has been, or will be, duly executed and delivered by the
Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally and general principles of equity.


  



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(d) Non-Contravention.
The execution and delivery by the Company of the Transaction Documents executed by the Company and the performance and consummation
of the transactions contemplated thereby do not and will not (i) violate the Company’s Certificate of Incorporation or Bylaws
(as amended, the “Charter Documents”) or any material judgment, order, writ, decree, statute, rule or
regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle
any other Person to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture,
agreement, instrument or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or
imposition of any lien or encumbrance upon any property, asset or revenue of the Company or the suspension, revocation, impairment,
forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or
operations, or any of its assets or properties.


 


(e) Subsidiaries.
The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company,
association or other business entity.


 


(f) Approvals.
No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other
individual or entity (including, without limitation, the shareholders of any entity) is required in connection with the execution
and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated
thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings
under applicable securities laws or policies of the TSXV as may be required in connection with the transactions contemplated by
this Agreement.


 


(g) No
Violation or Default. The Company is not in violation of or in default with respect to (i) its Charter Documents or any material
judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) any material mortgage, indenture,
agreement, instrument or contract to which the Company is a party or by which it is bound (nor is there any waiver in effect which,
if not in effect, would result in such a violation or default).


 


(h) Litigation.
No actions (including, without limitation, derivative actions), suits, proceedings or investigations are pending or, to the knowledge
of the Company, threatened in writing against the Company at law or in equity in any court or before any other governmental authority
that if adversely determined (i) would (alone or in the aggregate) result in a material liability; or (ii) seeks to enjoin, either
directly or indirectly, the execution, delivery or performance by the Company of the Transaction Documents or the transactions
contemplated thereby.


  



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6. Representations
and Warranties of Investors. Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition
of a Note and Warrant as follows:


 


(a) He,
she or it has answered the questions contained in the Investor Questionnaire and, as applicable, the Canadian Accredited Investor
Certificate and the Form 45-106F9 - Form for Individual Accredited Investors (collectively, the “Canadian
Exemption Certifications”), and made a part hereof to the best of his, her or its knowledge and the answers thereto
are complete and accurate.  The Investor understands and agrees that, although such answers will be kept strictly confidential,
the Company may present such Investor Questionnaire and, if applicable, the Canadian Exemption Certifications to such parties
as it deems advisable if called upon to establish the availability under applicable securities laws of an exemption from registration.  The
Investor agrees to indemnify the Company, its agents, officers, directors and shareholders, for any and all losses (including
without limitation attorneys' fees and other costs of investigating, prosecuting, or defending any litigation claim) incurred
by the Company as a result of its reliance on the representations and warranties of the Investor made in this Agreement or any
answers contained in the Investor Questionnaire and, if applicable, the Canadian Exemption Certifications.


 


(b) If
the Investor is a corporation, limited liability company, partnership, trust, or employee benefit plan, it is authorized to make
the investment contemplated herein, and the person signing this Agreement on behalf of such entity has been duly authorized by
such entity to do so.


 


(c) This
Agreement has been duly authorized, executed and delivered by the Investor and constitutes the Investor’s legal, valid and
binding obligation enforceable in accordance with its terms.


 


(d) The
Investor is acquiring the Securities as principal for the Investor’s own account for investment and not with a view to resale
or distribution.  The Investor understands that neither the Securities, nor the shares issuable upon exercise of the
Warrants (the “Warrant Shares”) have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “1933 Act”), or applicable securities laws by reason of specific exemptions
from the registration provisions of the 1933 Act and applicable state securities laws that depend upon, among other things, the
bona fide nature of the investment intent and the accuracy of the Investor’s representations and warranties as expressed
in this Agreement and in the Investor Questionnaire.


 


(e) The
Company has advised the Investor, if the Investor is a resident of Canada, that the Company is relying on an exemption from the
requirements under applicable Canadian securities laws to provide the Investor with a prospectus and that no prospectus has been
filed by the Company with any securities commission in Canada in connection with the sale and issuance of the Securities, and
as a consequence:


 


(i) the
Investor is restricted from using most of the civil remedies available under applicable Canadian securities laws and certain protections,
rights and remedies provided by applicable Canadian securities laws, including statutory rights of rescission or damages, will
not be available to the Investor;


 


(ii) the
Investor may not receive information that would otherwise be required to be provided to the Investor under the applicable Canadian
securities laws; and


 


(iii) the
Investor is relieved from certain obligations that would otherwise apply under the applicable Canadian securities laws.


  



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(f) The
Investor: (i) has been furnished, has carefully read, understands the terms and conditions of, and the information contained in
this Agreement (including all exhibits and all amendments thereto and hereto) and (ii) has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms and conditions of this Agreement, the Securities, the Company and
its business.


 


(g) The
Investor recognizes that (i) the purchase of the Securities involves a high degree of risk and has taken full cognizance of and
understands such risks, (ii) that all information provided, if any, by the Company relating to its use of proceeds, financial
forecasts, and other information which is not of an historical nature (“Forward-looking Information”),
represents only the Company’s good faith assessment of such Forward-looking Information, and is based upon assumptions which
the Company believes are reasonable, although no assurance exists that such Forward-looking Information is accurate or will be
fulfilled, and (iii) that the Company has relied on the representations of the Investor as set forth in this Agreement, in the
Investor Questionnaire and, if applicable, the Canadian Exemption Certificates, in determining materiality for purposes of satisfying
the disclosure obligations of the Company and in determining the availability of exemptions from (a) registration requirements
under applicable United States federal and state securities laws; and (b) prospectus requirements under applicable Canadian securities
laws.


 


(h) The
Investor is resident in the jurisdiction set out on the execution page of the Investor Questionnaire, which such address is the
Investor’s residence or principal place of business, and such address was not obtained or used solely for the purpose of
acquiring the Securities.


 


(i) The
Investor fully understands and agrees that the Investor must bear the economic risk of the purchase of the Securities for an indefinite
period of time because, among other reasons, neither the Securities nor the Warrant Shares have been registered under the 1933
Act, or the securities laws of any state, and therefore cannot be sold, pledged, assigned or otherwise disposed of unless they
are subsequently registered under the 1933 Act and applicable state securities laws or exemptions from such registration requirements
are available.  The Investor further understands and agrees that the Company will not honor any attempt by the Investor
to sell, pledge, transfer, or otherwise dispose of all or any portion of the Notes, Warrants or Warrant Shares in the absence
of an effective registration statement under the 1933 Act and applicable state securities laws or an unqualified opinion of counsel,
satisfactory in form and substance to the Company and its counsel, and obtained at the expense of the Investor, that exemptions
are available therefrom with respect to such attempted disposition.


 


(j) The
Investor acknowledges that the Warrants and the certificates representing Warrant Shares will bear a legend as of the Closing
Date substantially in the following form:


 


THESE
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.


  



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WITHOUT
PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FOUR MONTHS FROM THE ORIGINAL ISSUE DATE
SET FORTH BELOW.


 


(k) The
Investor, if a resident of Canada, acknowledges that the Warrants and the Warrant Shares will bear a legend as of the Closing
Date substantially in the following form (and with the necessary information inserted):


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS
AND A DAY AFTER [INSERT THE DISTRIBUTION DATE].


 


(l)
The Investor (i) can bear the risk of losing the entire investment in the Securities; (ii) has overall commitments to other
investments which are not readily marketable that are not disproportionate to his, her or its net worth and the investment
Securities will not cause such overall commitments to become excessive; (iii) has adequate means of providing for current needs
and personal contingencies and has no need for liquidity in the investment in the Securities; and (iv) has sufficient knowledge
and experience in financial and business matters such that he, she or it is capable, either alone, or together with one or more
advisors, of evaluating the risks and merits of investing in the Securities.


 


(m) The
Investor has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Investor, any liability
for brokerage or finder’s fees or agent’s commissions or any similar charges in connection with this Agreement.


 


(n) The
Investor acknowledges that he, she or it must depend entirely upon his, her or its own personal advisors for tax advice concerning
an investment in the Company, that the Company has not provided any information on tax matters, and that any information provided
to the Investor by, or on behalf of, the Company is not to be construed as tax advice to the Investor from the Company or counsel
to the Company.  The Investor will rely solely on his, her or its own personal advisors and not on any statements or
representations of the Company or any of its agents and understands that the Investor (and not the Company) shall be responsible
for the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this
Agreement.


  



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(o) The
Investor understands and agrees that the Company is issuing the Securities to him, her or it pursuant to the exemptions from federal
and state securities registration requirements under the 1933 Act. In connection therewith, the Investor represents and warrants
that the Investor qualifies as an “accredited investor” as such term is defined under Rule 501 of the 1933 Act (a
“U.S. Accredited Investor”) and has confirmed that on the Investor Questionnaire attached hereto as
Exhibit C.  


 


(p) If
a resident of Canada, the Investor also represents and warrants that the Investor:


 


(i) qualifies
as an “accredited investor” (a “Canadian Accredited Investor”) as such term is defined in
National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), and has confirmed that on the
Canadian Accredited Investor Certificate and that the Investor was not created or used solely to purchase or hold securities as
an Accredited Investor as described in paragraph (m) of the definition of Accredited Investor set out in the Canadian Accredited
Investor Certificate; or


 


(ii) is
not an individual and purchases as principal such number of Securities having an acquisition cost to the Investor of not less
than Cdn$150,000 paid in cash at the time of Closing, such Investor also represents and warrants that the Investor was not created,
or is used, solely to purchase or hold securities in reliance on the exemption from the prospectus requirement set out in subsection
2.10(1) of NI 45-106.


 


(iii) The
Investor agrees to comply with all applicable securities laws and with the policies of the TSX Venture Exchange concerning the
purchase of, the holding of, and the resale restrictions applicable to, the Securities and the Warrant Shares.  The
Investor recognizes that the securities laws and regulations of certain jurisdictions, which may include the jurisdiction of which
the Investor is a resident, may impose additional requirements relating to the Investor’s purchase of the Securities.  The
Investor hereby agrees to execute and to comply with the terms of any additions, supplements or amendments to this Agreement which
are required by the Company.


 


(q)
 The funds representing the aggregate purchase price in respect of the Securities which
will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purpose of the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTF Act”)
and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s name and
other information relating to this Agreement and the Investor’s subscription hereunder, on a confidential basis, pursuant
to the PCMLTF Act; to the best of the Investor’s knowledge, none of the subscription funds to be provided hereunder (i)
have been or will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under
the laws of Canada or the United States or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity
who has not been identified to the Investor. The Investor shall promptly notify the Company if the Investor discovers that any
such representation ceases to be true, and shall provide the Company with appropriate information in connection therewith.


  



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(r) The
Investor acknowledges that no agency, stock exchange or governmental agency, securities commission or similar regulatory authority
or other entity has reviewed or passed on or made any finding or determination as to the merits of or made any recommendation
or endorsement with respect to the Securities or the Warrant Shares.


 


(s) The
Investor acknowledges that there is no government or other insurance covering the Securities or the Warrant Shares.


 


(t) The
Investor has no knowledge of a “material fact” or “material change” (as those terms are defined in applicable
Canadian securities laws or under the 1933 Act, as applicable) in the affairs of the Company that has not been generally disclosed
to the public, save knowledge of this particular transaction.


 


(u) The
Investor’s decision to tender this offer and purchase the Securities has not been made as a result of any verbal or written
representation as to fact or otherwise made by or on behalf of the Company or any other person and is based entirely upon this
Agreement and currently available public information concerning the Company.


 


(v) The
Investor acknowledges and understands that the expiry date of the Warrants may be accelerated in certain circumstances as set
out in the certificate representing the Warrants, including in connection with an early prepayment of the Notes.


 


(w) The
representations and warranties made in this Agreement, the Investor Questionnaire and, if applicable, the Canadian Exemption Certifications, as
well as all other information that the Investor has provided to the Company, either directly or indirectly, concerning the Investor’s
financial position and knowledge of financial and business matters, is correct and complete as of the date hereof, and if there
should be any material change in such information prior to the issuance to Investor of the Shares, Investor will immediately notify
the Company.


 


7. Conditions
to Closing of the Investors. Each Investor’s obligations at the applicable Closing are subject to the fulfillment, on
or prior to the Initial Closing Date or the Second Closing Date, as applicable, of all of the following conditions:


 


(a) Representations
and Warranties. The representations and warranties made by the Company in Section 5 hereof shall have been true and
correct when made, and shall be true and correct on the applicable Closing Date.


 


(b) Governmental
Approvals and Filings. Except for any notices required or permitted to be filed after the applicable Closing Date with the
TSXV and with certain federal and state securities commissions, the Company shall have obtained all governmental and stock exchange
approvals required in connection with the lawful sale and issuance of the Notes and Warrants.


 


(c) Legal
Requirements. At the applicable Closing, the sale and issuance by the Company, and the purchase by the Investors, of the Notes
and Warrants shall be legally permitted by all laws and regulations to which the Investors or the Company are subject.


  



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(d) Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated at the applicable Closing
and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the
Investors.


 


(e) Transaction
Documents. The Company shall have duly executed and delivered to the Investor the following documents:


 


(i)
This Agreement; and


 


(ii)
The Note and Warrant to be issued to such Investor at the applicable Closing.


 


8. Conditions
to Obligations of the Company. The Company’s obligation to issue and sell the Notes and Warrants at the Closing is subject
to the fulfillment, on or prior to the applicable Closing Date, of the following conditions, any of which may be waived in whole
or in part by the Company:


 


(a)
Representations and Warranties. The representations and warranties made by the applicable Investors in Section 6
hereof shall be true and correct when made, and shall be true and correct on the applicable Closing Date.


 


(b)
Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with
certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection
with the lawful sale and issuance of the Securities.


 


(c)
TSXV Approval. The Company shall have received conditional approval for the issuance and sale of the Securities from the
TSXV.


 


(d)
Purchase Price. Each Investor shall have delivered to the Company the Purchase Price in respect of the Note and Warrant
being purchased by such Investor.


 


9. Registration.
The Company covenants to use its commercially reasonable efforts to file and have declared effective by the Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-3 registering the resale in the United
States by the Investors of the Warrant Shares within 120 days after the Closing. Investors who are residents of Canada acknowledge
that such Warrant Shares will be subject to a hold period in Canada expiring on the date 4 months and a day after the applicable
Closing Date under applicable Canadian securities laws, regardless of whether or not the Company has an effective registration
statement covering the resale of such Warrant Shares in the United States.


  



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10. Miscellaneous.


 


(a) Personal
Information.  If the Investor is a resident of a jurisdiction of Canada and is an individual, the Investor authorizes
the indirect collection of the Personal Information by the securities regulatory authority or regulator (each as defined in National
Instrument 14-101 - Definitions) and confirms that the Investor has been notified by the Company: (a) that the Company
will be delivering the Personal Information to the securities regulatory authority or regulator; (b) that the Personal Information
is being collected by the securities regulatory authority or regulator under the authority granted in applicable securities laws;
(c) that the Personal Information is being collected for the purposes of the administration and enforcement of applicable securities
laws; and (d) that the title, business address and business telephone number of the public official who can answer questions about
the securities regulatory authority’s or regulator’s indirect collection of the Personal Information is as set out
in Exhibit F.


 


(b) Applicable
Law; Venue.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware
without reference to the choice of law principles of any jurisdiction. THE INVESTOR IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE UNITED STATES LOCATED IN THE STATE OF DELAWARE, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE OFFERING AND AGREES NOT TO COMMENCE ANY SUIT,
ACTION, OR PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS.


 


(c) Binding
Effect.  Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, successors, legal representatives and assigns.


 


(d) Notice.  All
notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in
writing and shall be deemed to have been given three business days after the date mailed when mailed by registered or certified
mail, postage prepaid, or the next business day if sent by special courier such as FedEx (except that notice of change of address
shall be deemed given only when received), to the address shown on the Company's records, in the case of the Investor, and of
the Company’s registered office, in the case of the Company, or to such other names or addresses as the Company or the Investor,
as the case may be, shall designate by notice to the other party in the manner specified in this Section.


 


(e) Severability.  If
any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement
that can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable
the invalid or unenforceable provision in any other jurisdiction or under any other circumstance.


 


(f) Entire
Agreement.  This Agreement, and the Securities purchased hereunder, constitute the entire agreement by and between
the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings of the parties.  


 


(g) Counterparts.  This
Agreement may be executed in any number of counterparts, and any party hereto may execute such counterpart, each of which when
so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same instrument.  This
Agreement shall become binding when either this Agreement or two or more counterparts hereto shall have been executed and delivered
by the parties hereto


  



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(h) Variation
in Pronouns.  All pronouns shall be deemed to refer to masculine, feminine, neuter, singular, or plural, as the
identity of the person or persons may require.


 


(i) Counsel.  This
Agreement and all other agreements related to the issue and sale of the Notes and Warrants (the “Offering Agreements”)
have been prepared by Garvey Schubert Barer, P.C., as counsel solely to the Company (“Counsel”), after
full disclosure of its representation of the Company and with the consent and direction of the Company and the Investor.  The
Investor has reviewed the contents of the Offering Agreements and fully understands their terms.  The Investor acknowledges
that he, she or it is fully aware of his, her or its right to the advice of counsel independent from that of the Company, that
Counsel has advised the Investor of such right and disclosed to the Investor the risks in not seeking such independent advice,
and that he, she or it understands the potentially adverse interests of the parties with respect to the Offering Agreements.  The
Investor further acknowledges that no representations have been made with respect to the tax or other consequences of the Offering
Agreements to the Investor and that he, she or it has been advised of the importance of seeking independent counsel with respect
to such consequences.  By executing this Agreement, the Investor represents that he, she or it has, after being advised
of the potential conflicts between the Investor and the Company with respect to the future consequences of the Offering Agreements,
either consulted independent legal counsel or elected, notwithstanding the advisability of seeking such independent legal counsel,
not to consult such independent legal counsel.


  


[SIGNATURES
APPEAR ON THE FOLLOWING PAGES]


  



    	 	12	 



     


    

 


SIGNATURE
PAGE TO NOTE AND WARRANT PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, this Note and Warrant Purchase Agreement has been duly executed by the duly authorized officer of the Company
and the undersigned Investor or its duly authorized signatory, as the case may be, as of the date first written beneath the signature
of such officer of the Company below.


  


	Subscription	 	Signature
	 	 	 
	Principal Amount of Notes:	 	 
	$ ____________________________________________	 	
	 	 	(Print or type name of the Investor exactly as securities should be registered)
	Social Security or	 	 
	Federal Tax Identification No.:	 	 
	 	 	By:
	 	 	 
	 	 	(Signature)
	 	 	 
	Typed or printed name and address of the Investor:	 	 
	 	 	 
	 	 	(Name of above signatory)
	 	 	 
	 	 	 
	E-mail address:	 	 
	 	 	(Title, if applicable)
		 	
	Consent to receive notices by e-mail:	 	(Additional Signature, if applicable, e.g., joint tenants)
	 	 	 
	Yes  ̈ No  ̈	 	
	 	 	(Name of additional signatory)




  


	
        IMPORTANT NOTE:

         

        ALL INVESTORS MUST ALSO COMPLETE THE INVESTOR QUESTIONNAIRE
        ATTACHED AS EXHIBIT C. Additionally, INVESTORS
        RESIDENT IN CANADA MUST COMPLETE THE CANADIAN ACCREDITED INVESTOR CERTIFICATE ATTACHED AS EXHIBIT D AND, IF APPLICABLE,
        THE FORM FOR INDIVIDUAL ACCREDITED INVESTORS ATTACHED AS 

        EXHIBIT E.

         





  



     


     


    

 


 IN
WITNESS WHEREOF, CohBar, Inc. hereby accepts the above subscription, as of the date set forth below:


 


	COHBAR, INC.	 
	 	 
	By:	 	 
	Name: 	Jeffrey Biunno	 
	Title:	Chief Financial Officer	 
	 	 
	Date:	 	 




  



     


     


    

 


Exhibit
A


 


FORM
OF NOTE


 


[intentionally
omitted]


  



     


     


    

 


Exhibit
B


 


FORM
OF WARRANT


 


[intentionally
omitted]


  



     


     


    

 


EXHIBIT
C


 


INVESTOR
QUESTIONNAIRE 


 


The
information contained herein is being furnished to CohBar, Inc., a Delaware corporation (the “Company”), in order
for the Company to determine whether the undersigned’s subscription for the promissory notes (the “Notes”) and
common stock purchase warrants (the “Warrants” and together with the Notes, the “Securities”) of the Company
may be accepted pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506
of Regulation D promulgated thereunder (“Regulation D”). The Securities are being offered without registration under
the 1933 Act or the securities laws of any state or any other jurisdiction. Under the 1933 Act and/or certain state securities
laws, the Company may be required to determine that an individual, an investing entity and/or each individual equity owner of
an investing entity meets certain suitability requirements before selling the Securities to such individual or entity.


 


The
undersigned Investor understands that: (i) the Company will rely upon the following information; (ii) the Securities and the Common
Stock issuable upon conversion and exercise of the Warrants (the “Warrant Shares”) will not be registered under the
1933 Act in reliance upon the exemptions from registration provided by Section 4(2) of the 1933 Act and/or Rule 506 of Regulation
D (although the Company has agreed to use its commercially reasonable efforts to register the resale of the Warrant Shares); (iii)
this Confidential Investor Questionnaire is not an offer to sell or a solicitation of any offer to buy or sell the Securities
or any other securities to the undersigned; and (iv) no subscription for any of the Securities will be accepted unless the Subscriber
is an Accredited Investor.


 


Your
answers will be kept strictly confidential. However, by signing this Questionnaire, you agree that the Company may present this
Questionnaire to such parties as it deems appropriate if called upon to establish the Company’s entitlement to an exemption
under the 1933 Act or any applicable state securities laws. 


 


PLEASE
ANSWER ALL QUESTIONS


 


If
the appropriate answer is “None” or “Not Applicable”, so state. Attach additional sheets if necessary
to complete your answers to any item. The undersigned makes the following representations and warranties:


 


		1.	Name: _______________________________________________________________________________________

                                                                                                                                                                                               

                                                                                Name of spouse or additional purchaser:_____________________________________________________________

                                                                                 

                                                                                If an Entity, type of Entity (e.g. Corporation, LLC, Partnership, Trust, etc.) and State of Organization:

                                                                                 

                                                                                ________________________________________________________________
                                                                                State:_______________________

                                                                                 

                                                                                Date of Birth or Date of Trust:_____________________________________________________________________




  



     


     


    

 


		2.	Home
address or, if other than an individual, principal office address:____________________________________

                                                                                                                                                                                               

                                                                                Telephone number:_________________________________________________________________________

                                                                                 

                                                                                Social Security Number:______________________________________________________________________

                                                                                 

                                                                                Tax Identification Number:____________________________________________________________________




 


		3.	The
                                         undersigned is an accredited investor (as defined in Rule 501(a) of Regulation D) because
                                         the undersigned is (check each appropriate description):



 


		_________	a
                                         natural person whose individual net worth, or joint net worth with that person's spouse,
                                         at the time of purchase exceeds $1,000,000, excluding the value of the primary residence
                                         of such natural person, calculated by subtracting from the estimated fair



 


value
of the property the amount of debt secured by the property, up to the estimated fair market value of the property;


 


		_________	a
                                         natural person who had individual income exceeding $200,000 in each of the two most recent
                                         years or joint income with that person’s spouse exceeding $300,000 in each of those
                                         years and has a reasonable expectation of reaching the same income level in the current
                                         year.



 


		_________	a
                                         broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934,
                                         as amended.



 


		_________	an
                                         organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                         amended, not formed for the specific purpose of acquiring the Securities, with total
                                         assets exceeding $5,000,000.



 


		_________	a
                                         corporation, Massachusetts or similar business trust or partnership, not formed for the
                                         specific purpose of acquiring the Securities, with total assets exceeding $5,000,000.



 


		_________	a
                                         trust, not formed for the specific purpose of acquiring the Securities, with total assets
                                         exceeding $5,000,000 and whose purchase is directed by a “sophisticated person,”
                                         as defined in Rule 506(b)(2)(ii) of Regulation D.



 


(For
the purposes of this questionnaire, a “sophisticated person” means any person who has such knowledge and experience
in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.)


  



     


     


    

 


		_________	an
                                         employee benefit plan within the meaning of the Employee Retirement Income Security Act
                                         of 1974, as amended, and (i) investment decisions for such plan are made by a plan fiduciary,
                                         as defined in Section 3(21) of such Act, which is a bank, savings and loan association,
                                         insurance company or registered investment adviser or (ii) such plan has total assets
                                         exceeding $5,000,000 or (iii) if a self directed plan, investment decisions are made
                                         solely by accredited investors.



 


		_________	an
                                         entity in which all of the equity owners are accredited investors.



 


		_________	a
                                         member of the Board of Directors or an executive officer of the Company.



 


		_________	a
                                         bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association
                                         or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting
                                         in its individual or fiduciary capacity.



 


		_________	an
                                         insurance company as defined in Section 2(13) of the 1933 Act.



 


		_________	an
                                         investment company registered under the Investment Company Act of 1940, as amended (the
                                         “ICA”).



 


		_________	a
                                         business development company as defined in Section 2(a)(48) of the ICA.



 


		_________	a
                                         Small Business Investment Company licensed by the Small Business Administration under
                                         Section 301(c) of the Small Business Investment Act of 1958, as amended.



 


		_________	a
                                         private business development company as defined in Section 202(a)(22) of the Investment
                                         Advisers Act of 1940, as amended.



 


		_________	a
                                         plan which has total assets in excess of $5,000,000 and which is established and maintained
                                         by a state, its political subdivisions, or any agency or instrumentality of a state or
                                         its political subdivisions for the benefit of its employees.



 


		_________	a
                                         revocable trust which may be amended or revoked at any time by the grantors thereof,
                                         and all such grantors are Accredited Investors.



 


		_________	an
                                         Accredited Investor for the following reasons (describe reasons, if not previously provided):



  



     


     


    

 


		4.	The
undersigned, if a resident of Canada, is one or more of the following:



(complete
only if resident of Canada, check each appropriate description):


 


	 	_________	(a)  purchasing
        the Securities as principal and is an “Accredited Investor” within the meaning of National Instrument 45-106
        entitled “Prospectus Exemptions” (“NI 45-106”);

        (Important
        Note: You must also complete the Canadian Accredited Investor Certificate attached as Exhibit D and, if applicable,
        the Canadian Individual Accredited Investor Form at Exhibit E). 



 


	 	________	(b)  a
    non-individual purchasing as principal such number of Securities having an acquisition cost to the Investor of not less than
    Cdn$150,000 paid in cash at the time of Closing; or


 


	 	_________	(c)  purchasing
    the Securities as principal and is (check the appropriate box below)


 


	 	☐	(i)	a
    director, executive officer or control person of the Company (as such terms are defined in NI 45-106) or of an affiliate
    of the Company; or
	 	 	 	 
	 	☐	(ii)	a
    spouse (as such term is defined in NI 45-106), parent, grandparent, brother, sister, child or grandchild of _________________
    [insert name], a person referred to in (i) above; or
	 	 	 	 
	 	☐	(iii)	a
    parent, grandparent, brother, sister, child or grandchild of _________________ [insert name], the spouse of a person
    referred to in (i) above; or
	 	 	 	 
	 	☐	(iv)	a
    close personal friend of _________________ [insert name], a person referred to in (i) above; or
	 	 	 	 
	 	☐	(v)	a
    close business associate of _________________ [insert name], a person referred to in (i) above; or
	 	 	 	 
	 	☐	(vi)	a
    founder of the Company or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close
    business associate of _________________ [insert name], a founder of the Company; or
	 	 	 	 
	 	☐	(vii)	a
    parent, grandparent, brother, sister, child or grandchild of _________________ [insert name], the spouse of a founder
    of the Company; or
	 	 	 	 
	 	☐	(viii)	a
    person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons
    described in (i) to (vii) above; or
	 	 	 	 
	 	☐	(ix)	a
trust or estate of which all the beneficiaries or a majority of the trustees or executors are persons described in (i) to (vii)
above.

	(Important
Note: If you are purchasing Securities under paragraph 4(c) and are a resident of Ontario or Saskatchewan you must also complete
a risk acknowledgement form in Form 45-106F12 or 45-106F5, respectively. Please contact the Company for a copy of these forms).




 


		5.	If
the undersigned, is a resident of Canada, check the following, if applicable (complete only if resident of Canada):



 


	 	_________	the
    undersigned is a registrant pursuant to applicable Canadian securities laws; and/or


 


	 	________	the
    undersigned is an insider of the Company pursuant to applicable Canadian securities laws.


  



     


     


    

 


SIGNATURE
PAGE TO INVESTOR QUESTIONNAIRE


 


The
undersigned represents and warrants to the Company that foregoing responses are complete and accurate. The undersigned will provide
such further information as may be requested by the Company to verify the foregoing. The undersigned will notify the Company in
writing regarding any material change in its responses prior to the Closing of the purchase of Securities by the undersigned.
Absent such notification, the issuance of the Securities shall be deemed to be an automatic affirmation by the undersigned of
the truth and accuracy or the statements and information set forth above.


 


Date:
_________________


    


	 	 
	 	(Exact name of Investor)
	 	 
	 	By:	   
	 	(Signature)
	 	 
	 	 
	 	(Name of above signatory)
	 	 
	 	 
	 	(Title, if applicable)
	 	 
	 	 
	 	(Additional Signature, if applicable, e.g., joint tenants)
	 	 
	 	 
	 	(Name of Additional Signatory)




  



     


     


    

 


EXHIBIT
D


  


CANADIAN
ACCREDITED INVESTOR CERTIFICATE


 


TO
BE COMPLETED ONLY IF THE INVESTOR IS RESIDENT IN CANADA


 


TO:
CohBar, Inc.  (the “Company”)


 


In
connection with the issuance by the Company of common stock and warrants to the undersigned, the undersigned hereby represents,
warrants and certifies to the Company that:


 


	1.	the
    undersigned is an “Accredited Investor” as defined in NI 45-106 or section 73.3 of the Securities Act (Ontario),
    on the basis that the undersigned fits within the category of Accredited Investor which the undersigned has indicated below;
    and
	2.	the
    undersigned was not created and is not being used solely to purchase or hold securities as an Accredited Investor described
    in paragraph (m) below.


 


The
undersigned has indicated below the categories which the undersigned satisfies in order to qualify as an “Accredited Investor” [Please
initial or place a checkmark above the line to the left of each applicable item, complete the relevant information, if applicable,
and sign this certificate].


  


	_____ (a)	a Schedule I, II or III bank, or a Canadian financial institution
	 	 
	_____ (b)	the Business Development Bank of Canada
	 	 
	_____ (c)	a subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary
	 	 
	_____ (d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer
	 	 
	_____ (e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d)
	 	 
	_____ (e.1)	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador)
	 	 
	_____ (f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada
	 	 
	_____ (g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec
	 	 
	_____ (h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government
	 	 
	_____ (i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada



 


{Note: If you are an accredited investor described in paragraphs (j), (k) or (l) below you
must also deliver a completed Form 45-106F9 –Form for Individual Accredited Investors (Exhibit D).}


 


	_____ (j)	an individual who, either
alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of
any related liabilities, exceeds Cdn$1,000,000


 


{Note:
Financial assets include cash and securities, but do not include a personal residence – see the definition of “financial
assets” later in this certificate. Financial assets are generally liquid or relatively easy to liquidate. You must subtract
any liabilities related to your financial assets to calculate your net financial assets—see the definition of “related
liabilities”. Financial assets held in a group RRSP under which you do not have the ability to acquire the financial assets
and deal with them directly are not considered to be beneficially owned by you. 


 


	_____
    (j.1)	an
    individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
    liabilities, exceeds Cdn$5,000,000


 


{Note:
The financial assets of your spouse (including financial assets in a spousal RRSP) cannot be included in the calculation of net
financial assets under this paragraph (j.1).}


 


	_____
    (k)	an
    individual whose net income before taxes exceeded Cdn$200,000 in each of the two most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded Cdn$300,000 in each of the two most recent calendar years and who, in
    either case, reasonably expects to exceed that net income level in the current calendar year



  



     


     


    

 


	_____
    (l)	an
    individual who, either alone or with a spouse, has net assets of at least Cdn$5,000,000


 


{Note:
To calculate net assets, take the value of your total assets (which may include a personal residence) and subtract your total
liabilities (which may include a mortgage). The value attributed to assets should reasonably reflect their estimated fair value.
Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the subscription.}


  


	_____
    (m)	a
    person, other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently
    prepared financial statements
	 	 
	_____
    (n)	an
    investment fund that distributes or has distributed its securities only to:


 


	 	(i)	a person that is or was an accredited investor at the time of the distribution;
	 	 	 
	 	(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 (Minimum amount investment), or 2.19 (Additional investment in investment funds) of NI 45-106; or
	 	 	 
	 	(iii)	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (Investment fund reinvestment) of NI 45-106


  


	_____ (o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt
	 	 
	_____ (p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be
	 	 
	_____ (q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction
	 	 
	_____ (r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded
	 	 
	_____ (s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function


  


	_____
    (t)	a
    person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required
    by law to be owned by directors, are persons that are accredited investors


 


{Note:
If you have initialed this paragraph (t), name each owner of an interest, and indicate the category of accredited investor into
which that person fits (by reference to the paragraph numbers in this Exhibit D). If a person named below is a director
required by law to own a voting security, and that person is not an accredited investor, indicate “director” under
Category.}


 


Name:___________________
Category: __________________


 


	_____
    (u)	a
    trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
    of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former
    spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor,
    of that accredited investor’s spouse or of that accredited investor’s former spouse


 


{Note:
If you have initialed this paragraph (u), name the person who established the trust and each trustee, and indicate the category
of accredited investor into which that person fits (by reference to the paragraph numbers in this Exhibit D). If a person
named below is not an accredited investor, indicate “N/A” under Category.}


 


Person
who established trust: ___________ Category: _________


 


Trustee(s):
___________________________________________ 


 


	_____
    (v)	an
    investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser
	 	 
	_____
    (w)	a
    person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the
    regulator as an accredited investor


 


[Signature
Page Follows]


 



     


     


    

 


SIGNATURE
PAGE TO CANADIAN ACCREDITED INVESTOR CERTIFICATE


 


The
undersigned represents and warrants to the Company that foregoing responses are complete and accurate. The undersigned will provide
such further information as may be requested by the Company to verify the foregoing. The undersigned will notify the Company in
writing regarding any material change in its responses prior to the Closing of the purchase of Securities by the undersigned.
Absent such notification, the issuance of the Securities shall be deemed to be an automatic affirmation by the undersigned of
the truth and accuracy or the statements and information set forth above.


 


Date:
_________________


   


	 	 
	 	(Exact name of Investor)
	 	 
	 	By:	   
	 	(Signature)
	 	 
	 	 
	 	(Name of above signatory)
	 	 
	 	 
	 	(Title, if applicable)
	 	 
	 	 
	 	(Additional Signature, if applicable, e.g., joint tenants)
	 	 
	 	 
	 	(Name of Additional Signatory)


   



     


     


    

 


Appendix
to Canadian Accredited Investor Certificate – Definitions


 


As
used in this certificate, the following terms have the following meanings.


 


“Canadian
financial institution” means:


 


	(a)	an
    association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit
    society for which an order has been made under section 473(1) of that Act; and
	(b)	in
    Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union,
    caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada
    or Ontario to carry on business in Canada or Ontario, as the case may be; and
	(c)	outside
    of Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse
    populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a
    jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.


“eligibility
adviser” means:


 


	(a)	a
    person that is registered as an investment dealer and authorized to give advice with respect to the type of security being
    distributed; and
	(b)	in
    Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or
    a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general
    accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant
    must not:
	 	(i)	have
    a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or
    control persons; and
	 	(ii)	have
    acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a
    person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control
    persons within the previous 12 months.


“executive
officer” means, for an issuer, an individual who is:


 


	(a)	a
    chair, vice-chair or president;
	 	 
	(b)	a
    vice-president in charge of a principal business unit, division or function including sales, finance or production; or
	 	 
	(c)	performing
    a policy-making function in respect of the issuer.


 


“financial
assets” means:


 


	(a)	cash;


 


	(b)	securities;
    or
	 	 
	(c)	a
    contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.


 


“foreign
jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada.


 


“founder”
means, in respect of an issuer, a person who:


 


	(a)	acting
    alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing
    or substantially reorganizing the business of the issuer; and
	 	 
	(b)	at
    the time of the distribution or trade is actively involved in the business of the issuer.


 


“investment
fund” has the same meaning as in National Instrument 81-106 — Investment Fund Continuous Disclosure and means
a mutual fund or a non-redeemable investment fund.


 


“jurisdiction
of Canada” means a province or territory of Canada.


  



     


     


    

 


“non-redeemable
investment fund” means an issuer:


 


	(a)	whose primary purpose is to invest money provided by its securityholders;
	 	 
	(b)	that does not invest:


 


	 	(i)	for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or  
	 	 	 
	 	(ii)	for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund; and  




 


	(c)	that is not a mutual fund.


 


“person”
includes:


 


	(a)	an
    individual;
	 	 
	(b)	a
    corporation;
	 	 
	(c)	a
    partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated
    or not; and
	 	 
	(d)	an
    individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal
    representative.


 


“related
liabilities” means:


 


	(a)	liabilities
    incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or
	 	 
	(b)	liabilities
    that are secured by financial assets.


 


“spouse”
means an individual who:


 


	(a)	is
    married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada),
    from the other individual;
	 	 
	(b)	is
    living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals
    of the same gender; or
	 	 
	(c)	in
    Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning
    of the Adult Interdependent Relationships Act (Alberta).


 


“subsidiary”
means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.


  



     


     


    

 


EXHIBIT
E


 


FORM
45-106F9


 


FORM
FOR INDIVIDUAL CANADIAN ACCREDITED INVESTORS


 


THIS
EXHIBIT E MUST BE COMPLETED IF THE INVESTOR IS AN INDIVIDUAL RESIDENT OF CANADA DESCRIBED IN CATEGORY (j), (k) OR (l) OF
THE CANADIAN ACCREDITED INVESTOR CERTIFICATE.


 


	WARNING!

         

        This
        investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

         

	SECTION
    1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	1.
    About your investment
	Type
    of securities:  Notes and Warrants	Issuer:  CohBar,
    Inc.
	Purchased
    from: CohBar, Inc.
	SECTIONS
    2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.
    Risk acknowledgement
	This
    investment is risky. Initial that you understand that:	Your
    initials
	Risk
    of loss – You could lose your entire investment of $_____________________. (Instruction: Insert the
    total dollar amount of the investment.)	 
	Liquidity
    risk – You may not be able to sell your investment quickly – or at all.	 
	Lack
    of Information – You may receive little or no information about your investment.	 
	Lack
    of advice – You will not receive advice from the salesperson about whether this investment is suitable for
    you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about
    making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.	 
	3.
    Accredited investor status
	You
    must meet at least one of the following criteria to be able to make this investment. Initial the statement
    that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring
    that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you
    if you have questions about whether you meet these criteria.	Your
    initials
	•Your
    net income before taxes was more than Cdn$200,000 in each of the 2 most recent calendar years, and you expect it to be more
    than Cdn$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)	 
	•Your
    net income before taxes combined with your spouse’s was more than Cdn$300,000 in each of the 2 most recent calendar
    years, and you expect your combined net income before taxes to be more than Cdn$300,000 in the current calendar year.	 
	•Either
    alone or with your spouse, you own more than Cdn$1 million in cash and securities, after subtracting any debt related to the
    cash and securities.	 
	•Either
    alone or with your spouse, you have net assets worth more than Cdn$5 million. (Your net assets are your total assets (including
    real estate) minus your total debt.)	 
	4.
    Your name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.
	First
    and last name (please print):
	Signature:	Date:
	SECTION
    5 TO BE COMPLETED BY THE SALESPERSON
	5.
    Salesperson information
	(Instruction:
    The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.
    That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from
    the registration requirement.)
	First
    and last name of salesperson (please print):
	Telephone:	Email:
	Name
    of firm (if registered):
	SECTION
    6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	6.
    For more information about this investment
	 

        CohBar,
        Inc.

        Attn:
        Jeffrey Biunno, Chief Financial Officer

        1455
        Adams Drive, Suite 2050

        Menlo
        Park, CA 94025

        Phone: (650) 446-7888, Ext. 109

         

        For
        more information about prospectus exemptions, contact your local securities regulator. You can find contact information
        at www.securities-administrators.ca.



 


(The
Investor should keep one copy of this form (signed by the Investor) for the Investor’s records.)


  



     


     


    

 


EXHIBIT
F

CONTACT INFORMATION


 


	Alberta Securities Commission

Suite 600, 250—5th Street SW

Calgary, Alberta  T2P 0R4

Telephone: (403) 297-6454

Toll free in Canada: 1-877-355-0585

Facsimile: (403) 297-2082	British Columbia Securities Commission

    P.O. Box 10142, Pacific Centre

    701 West Georgia Street

    Vancouver, British Columbia  V7Y 1L2

    Inquiries: (604) 899-6854

    Toll free in Canada: 1-800-373-6393

    Facsimile: (604) 899-6581

    Email: inquiries@bcsc.bc.ca
	The Manitoba Securities Commission

500-400 St. Mary Avenue

Winnipeg, Manitoba  R3C 4K5

Telephone: (204) 945-2548

Toll free in Manitoba: 1-800-655-5244

Facsimile: (204) 945-0330	Financial and Consumer Services Commission (New Brunswick)

    85 Charlotte Street, Suite 300

    Saint John, New Brunswick  E2L 2J2

    Telephone: (506) 658-3060

    Toll free in Canada: 1-866-933-2222

    Facsimile: (506) 658-3059

    Email: info@fcnb.ca
	Government of Newfoundland and Labrador

Financial Services Regulation Division

P.O. Box 8700

Confederation Building

2nd Floor, West Block

Prince Philip Drive

St. John’s, Newfoundland and Labrador A1B 4J6

Attention: Director of Securities

Telephone: (709) 729-4189

Facsimile: (709) 729-6187	Government of the Northwest Territories

Office of the Superintendent of Securities

P.O. Box 1320

Yellowknife, Northwest Territories  X1A 2L9

Attention: Deputy Superintendent, Legal & Enforcement

Telephone: (867) 920-8984

Facsimile: (867) 873-0243
	Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Duke Tower

P.O. Box 458

Halifax, Nova Scotia  B3J 2P8

Telephone: (902) 424-7768

Facsimile: (902) 424-4625	Government of Nunavut

Department of Justice

Legal Registries Division

P.O. Box 1000, Station 570

1st Floor, Brown Building

Iqaluit, Nunavut  X0A 0H0

Telephone: (867) 975-6590

Facsimile: (867) 975-6594
	Ontario Securities Commission

20 Queen Street West, 22nd Floor

Toronto, Ontario  M5H 3S8

Telephone: (416) 593-8314

Toll free in Canada: 1-877-785-1555

Facsimile: (416) 593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect collection of information: Inquiries Officer	Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island  C1A 7N8

Telephone: (902) 368-4569

Facsimile: (902) 368-5283
	Autorité des marchés financiers

800, Square Victoria, 22e étage

C.P. 246, Tour de la Bourse

Montréal, Québec  H4Z 1G3

Telephone: (514) 395-0337 or 1-877-525-0337

Facsimile: (514) 864-6381 (For privacy requests only)

Email: financementdessocietes@lautorite.qc.ca

(For corporate finance issuers);

fonds_dinvestissement@lautorite.qc.ca (for investment fund issuers)	Financial and Consumer Affairs Authority of Saskatchewan

Suite 601—1919 Saskatchewan Drive

Regina, Saskatchewan  S4P 4H2

Telephone: (306) 787-5879

Facsimile: (306) 787-5899
	Government of Yukon

Department of Community Services

Law Centre, 3rd Floor

2130 Second Avenue

Whitehorse, Yukon  Y1A 5H6

Telephone: (867) 667-5314

Facsimile: (867) 393-6251