Exhibit 1.1

AGENCY AGREEMENT

December —, 2014

CohBar, Inc.

2265 East Foothill Blvd.

Pasadena, CA 91107

USA

Attention:    Jon Stern, Chief Executive Officer

Dear Sirs:

Haywood Securities Inc. (the “Agent”) understands that CohBar, Inc. (the “Corporation”) proposes to offer for sale, pursuant to the Final Canadian Prospectus (as defined below), 11,250,000 units of the Corporation (the “Offered Units”), at a purchase price of $1.00 per Offered Unit (the “Offering Price”) to raise minimum gross proceeds of $11,250,000 (the “Offering”). Each Offered Unit is comprised of one share of common stock of the Corporation (each a “Unit Share” and collectively the “Unit Shares”) and one-half of one common stock purchase warrant (each whole common stock purchase warrant, a “Warrant” and collectively, the “Warrants”). Each Warrant will entitle the holder to purchase one additional share of common stock of the Corporation (the “Warrant Shares”) at a price of $2.00 at any time for a period of 24 months from the Closing Date (as defined below), provided, however, that if the volume weighted-average trading price of the Common Shares (as defined below) on the TSX-V (as defined below) exceeds $3.00 per share for 20 consecutive trading days after the date on which the Common Shares are first traded on the TSX-V, the Corporation shall have the right and option, exercisable at its sole discretion, to accelerate the expiration time of the Warrants by providing written notice to each registered holder of Warrants within five (5) Business Days and issuing a press release to the effect that the Warrants will expire at 5:00 p.m. (Toronto time) on the date specified in such notice and press release, provided further that such date shall not be less than 30 days following the date of such notice and press release.

The Agent proposes to offer the Offered Units in the Qualifying Jurisdictions, as agent of the Corporation, on a “commercially reasonable efforts, minimum offering” basis in the manner contemplated by this Agreement. The Agent understands: (i) that the Corporation has prepared and filed a Preliminary Canadian Prospectus (as defined below) to qualify the distribution of the Offered Units in each of the Qualifying Jurisdictions (as defined below) and has received the Preliminary Receipt (as defined below) therefor; and (ii) that the Corporation has prepared and will file the Final Canadian Prospectus (as defined below) with the Securities Commissions (as defined below) in each of the Qualifying Jurisdictions to qualify the distribution of the Offered Units and the Compensation Options (as defined below) promptly after the execution of this Agreement.

The Agent further understands that the Corporation: (i) has prepared and filed in conformity with the requirements of the U.S. Securities Act, and published rules and regulations thereunder adopted by the SEC, a Registration Statement on Form S-1 (File No. 333-200033) for the Offered Units, including any amendments and supplements thereto as may have been required to the date of this Agreement; (ii) the Preliminary U.S. Prospectus; and (iii) that the Corporation has prepared and will file the Final U.S. Prospectus with the SEC. However, notwithstanding anything to the contrary contained herein, the Offered Units may not be offered and sold in the United States (as defined below) or to, or for the account or benefit of, any U.S. Person (as defined below) or any other person in the United States.

In addition, the Agent acknowledges: (i) pursuant to a private placement of Series B preferred stock of the Corporation, certain investors executed a put agreement giving the Corporation the right and option, exercisable in its sole discretion, to require each investor in the Series B preferred stock to purchase securities of the same type as those sold in the Offering (the “Put Agreements”); (ii) that the Corporation has exercised its right to require the counterparties to the Put Agreements to purchase an aggregate of 2,700,000 units at a price of $1.00 per unit (the “Concurrent Offering”); (iii) the Concurrent Offering will be completed separately but contemporaneously with the Offering; and (iv) the units issued pursuant to the Concurrent Offering will be on the same terms as the Offered Units, except that they will not be registered under the U.S. Securities Act nor qualified for distribution pursuant to the Final Canadian Prospectus.

The Agent shall be entitled (but not obligated), in connection with the offering and sale of the Offered Units, to retain as sub-agents other registered securities dealers and may receive subscriptions for Offered Units from subscribers from other registered dealers, at no additional cost to the Corporation. The fee payable to any such Selling Firms (as defined below) shall be for the account of the Agent.

The following are the terms and conditions of the agreement between the Corporation and the Agent:

Section 1    Definitions and Interpretation

“affiliate”, “associate”, “distribution”, “material change”, “material fact”, “misrepresentation” and “person” have the respective meanings given to them in the Securities Act (British Columbia);

“Agent” has the meaning given to that term in the first paragraph of this Agreement;

“Agent Shares” means the shares of common stock of the Corporation issuable upon exercise of the Compensation Options;

“Agent Warrants” means the whole common stock purchase warrants of the Corporation issuable upon exercise of the Compensation Option;

“Agent Warrant Shares” means the Common Shares issuable upon exercise of the Agent Warrants;

“Agency Fee” has the meaning given to that term in the Section 4(a) of this Agreement;

“Agreement” means the agreement resulting from the acceptance by the Corporation of the offer made by the Agent by this letter;

“Alternative Transaction” means the issuance of securities of the Corporation or a business transaction, either of which involve a change in control of the Corporation, including a merger, amalgamation, arrangement, take-over bid supported by the board of directors of the Corporation, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or any similar transaction, excluding an issuance of securities pursuant to the exercise of securities of the Corporation outstanding as of August 26, 2014 or in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity of which all or substantially all of the assets are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of the foregoing);

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“BCSC” means the British Columbia Securities Commission, the principal regulator of the Corporation pursuant to NP 11-202;

“Business Day” means any day, other than a Saturday or Sunday, on which the chartered banks in the province of British Columbia and the State of California are open for commercial banking business during normal banking hours;

“Canadian Prospectus” means, collectively the Preliminary Canadian Prospectus and the Final Canadian Prospectus;

“Canadian Securities Laws” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published policy statements, blanket orders, instruments and notices of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions made in connection with the transactions contemplated by this Agreement;

“CDS” means CDS Clearing and Depository Services Inc.;

“Closing” means, the completion of the issue and sale by the Corporation of the Offered Units pursuant to this Agreement;

“Closing Date” means —, 2015 or such other date as the Corporation and the Agent may agree, but in any event no later than —, 2015;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date;

“Compensation Options” has the meaning given to it in Section 4(b) of this Agreement;

“Common Shares” means the shares of common stock of the Corporation, $.001 par value per share;

“Concurrent Offering” has the meaning given to that term in the fourth paragraph of this Agreement;

“Contract” means any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation is a party or by which it is bound;

“Corporation” has the meaning given to that term in the first paragraph of this Agreement;

“Corporation IP” means the Intellectual Property that is necessary and material to the business of the Corporation as presently conducted or as proposed to be conducted (as described in the Final Canadian Prospectus) and that has been developed by or for or is being developed by or for, the Corporation, other than Licensed IP;

“DGCL” has the meaning ascribed thereto in Section 10(i)(xi);

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“Effective Date” and “Effective Time” mean, respectively, the date and the time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, are declared effective by the SEC;

“Engagement Letter” means the engagement letter dated as of August 26, 2014 signed by Haywood and accepted by the Corporation;

“Environmental Laws” means all federal, state, municipal and local laws, statutes, ordinances, bylaws, regulations, orders, directives and decisions rendered by any ministry relating to the protection of human health and safety, the environment or pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

“FAR” means the Federal Acquisition Regulations;

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder;

“Final Canadian Prospectus” means the (final) long form prospectus of the Corporation, including any Marketing Materials to be included or incorporated by reference therein, to be approved, signed and certified in accordance with the Canadian Securities Laws to qualify the distribution of the Offered Units and the Compensation Options;

“Final Receipt” means a receipt for the Final Canadian Prospectus issued in accordance with the Passport System;

“Final U.S. Prospectus” means the (final) prospectus relating to the Offering to be filed with the SEC pursuant to Rule 424(b) under the U.S. Securities Act;

“Financial Statements” means the financial statements of the Corporation included in the Offering Documents, including the notes to such statements and the related auditors’ report on such statements, prepared in accordance with Canadian generally accepted accounting principles as in force at the applicable time;

“FINRA” means the Financial Industry Regulatory Authority;

“Governmental Authority” means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“Indemnified Party” has the meaning given to that term in Section 15 of this Agreement;

“Intellectual Property” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever;

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“Investor Rights Agreement” means the investor rights agreement dated April 11, 2014 by and among the Corporation and a number of its investors (omitted to protect personal information) and its founders, Pinchas Cohen, Nir Barzilai, John Amatruda, David Sinclair and Laura Cobb;

“Laws” means Canadian Securities Laws, U.S. Securities Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“Leased Premises” means all premises which are material to the Corporation and which the Corporation occupies as a tenant;

“Licensed IP” means the Intellectual Property that is necessary and material to the business of the Corporation as presently conducted or as proposed to be conducted (as described in the Offering Documents) and that is owned by any person other than the Corporation and licensed by the Corporation;

“Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

“Lock-Up Agreements” means the agreements in substantially the form set out in Schedule A to this Agreement entered into by each of the Locked-Up Shareholders;

“Locked-Up Shareholders” means each of the directors, officers and senior management of the Corporation, and any beneficial shareholder of the Corporation who held more than 5% of the Common Shares outstanding as of November 7, 2014, calculated on an as converted to Common Shares basis;

“Marketing Materials” has the meaning given to it in NI 41-101;

“Material Adverse Effect” or “Material Adverse Change” means any change, event, violation, inaccuracy, circumstance, development or effect that is materially adverse to the business, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition (financial or otherwise), prospects or results of operations of the Corporation, whether or not arising in the ordinary course of business;

“Material Contracts” means each of the agreements referred to in the Final Canadian Prospectus under the heading “Material Contracts” which have been executed on or before such date as the context may require;

“MI 11-102” means Multilateral Instrument 11-102 – Passport System of the Canadian Securities Administrators;

“Money Laundering Laws” means all money laundering statutes of all jurisdictions to which the Corporation is subject;

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“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;

“NP 11-202” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

“OFAC” has the meaning given to that term in Section 10(vv);

“Offered Units” has the meaning given to it in the first paragraph of this Agreement;

“Offering” has the meaning given to it in the first paragraph of this Agreement;

“Offering Documents” means, collectively, the Preliminary Canadian Prospectus, the Final Canadian Prospectus, the Preliminary U.S. Prospectus, the Final U.S. Prospectus, and any Supplementary Material;

“Off-Balance Sheet Transactions” any structural finance, special purpose or limited purposes entity or other transaction described in the SEC’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61);

“Passport System” means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 – Passport System adopted by the Canadian Securities Commissions (other than the Ontario Securities Commission);

“Permits” means all licences, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory or otherwise);

“Preferred Stock Conversion” means the automatic conversion all of the Corporation’s outstanding Series B preferred stock into an aggregate of 5,400,000 Common Shares;

“Preliminary Canadian Prospectus” means, collectively, (i) the preliminary long form prospectus of the Corporation dated November 7, 2014 and (ii) the amended and restated preliminary prospectus of the Corporation dated November 28, 2014, each approved, signed and certified in accordance with the Canadian Securities Laws, relating to the qualification for distribution of the Offered Units and the Compensation Options under applicable Canadian Securities Laws;

“Preliminary Offering Documents” means the Preliminary Canadian Prospectus and the Preliminary U.S. Prospectus;

“Preliminary Receipt” means the receipts dated November 10, 2014 and December 1, 2014 for the Preliminary Canadian Prospectus issued in accordance with the Passport System;

“Preliminary U.S. Prospectus” means each prospectus of the Corporation included in the Registration Statement, before it became effective under the U.S. Securities Act that describes the Offering;

“President’s List” means the list of Purchasers provided in writing to the Agent prior to the Closing Date;

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“Put Agreement” has the meaning given to it in the fourth paragraph of this Agreement;

“Qualifying Jurisdictions” means each of the provinces of Canada other than Quebec;

“Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the Final U.S. Prospectus filed with the SEC pursuant to Rule 424(b) of the SEC Rules and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the SEC Rules.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;

“SEC” means the United States Securities and Exchange Commission;

“Securities” means the Offered Units, the Unit Shares, the Warrants, the Warrant Shares, the Compensation Options, the Agent Shares, the Agent Warrants and the Agent Warrant Shares;

“Securities Commissions” means collectively, the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

“Selling Firm” has the meaning given to it in the Section 6(a) of this Agreement;

“subsidiary” means a subsidiary for purposes of the Securities Act (British Columbia);

“Supplementary Material” means, collectively, (i) any amendment to the Preliminary Canadian Prospectus or the Final Canadian Prospectus, or any amended or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under the Canadian Securities Laws relating to the qualification for distribution of the Offered Units under applicable Canadian Securities Laws, and (ii) any amendment to the Preliminary U.S. Prospectus or the Final U.S. Prospectus or any amended or supplemental placement memorandum or ancillary materials that may be circulated to prospective purchasers;

“Taxes” mean all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto;

“Transaction Documents” means this Agreement, the Warrant Indenture and the certificates representing the Compensation Options;

“Transfer Agent” means CST Trust Company;

“TSX-V” means the TSX Venture Exchange;

“Unit Shares” has the meaning given to that term in the first paragraph of this Agreement;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations made thereunder;

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“U.S. Person” has the meaning ascribed thereto in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities Laws” means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act, the rules of the SEC and any applicable state securities laws;

“Warrant” has the meaning ascribed thereto in the first paragraph of this Agreement;

“Warrant Indenture” means the Warrant Indenture to be dated as of the Closing Date between the Corporation and CST Trust Company, as warrant agent, establishing the terms of the Warrants and the Agent Warrants; and

“Warrant Shares” has the meaning given to it in the first paragraph of this Agreement.

Section 2    Compliance with Securities Laws

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Section 3    Appointment of the Agent

Subject to the terms and conditions of this Agreement, the Corporation hereby appoints the Agent, and the Agent agrees to act as the exclusive agent of the Corporation, to offer the Offered Units for sale to the public in the Qualifying Jurisdictions on a “commercially reasonable efforts, minimum offering” basis to arrange for the sale of Offered Units to purchasers on behalf of the Corporation. The Securities will be registered with the SEC but will not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person or any other person in the United States. The Offered Units will be offered and sold (i) pursuant to the Final Canadian Prospectus in the Qualifying Jurisdictions, (ii) in such other jurisdictions (other than the United States or to, or for the account or benefit of, any U.S. Person) where they may be lawfully offered and sold and in accordance with such local laws as may be agreed to in writing by the Corporation and the Agent. The Corporation shall issue and sell the Offered Units at the Closing Time, in accordance with and subject to the provisions of this Agreement and the Final Canadian Prospectus. It is understood and agreed by the parties that the Agent shall act as agent only and at no time shall the Agent have any obligation whatsoever to purchase Offered Units as principal.

Section 4    Agent’s Fee, Work Fee and Alternative Transaction

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The Corporation shall not be obligated to make any such payments unless at the time of the announcement of or entrance into the Alternative Transaction the Agent’s book order for the Offering includes commitments aggregating to at least $11,250,000 at the Offering Price.

Section 5    Due Diligence

Up until the Closing Time, the Corporation shall allow the Agent to participate fully in the preparation of such documents and shall allow the Agent to conduct all due diligence which the Agent may reasonably require in order to fulfill its obligations as agent and in order to enable the Agent responsibly to execute any certificate related to such documents required to be executed by it under applicable Canadian Securities Laws.

Section 6    Distribution and Certain Obligations of the Agent

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Section 7    United States Offering Restrictions

The Agent and the Corporation shall not be permitted to make any offer or sale of the Offered Units in the United States or to, or for the account or benefit of, any U.S. Person or any other person in the United States.

Section 8    Conditions of the Offering

The Agent’s offer to arrange for the purchase of the Offered Units on a “commercially reasonable efforts, minimum offering” basis, is subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions:

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Section 9    Representations as to Offering Documents

Filing and delivery to the Agent in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Agent that, as at their respective dates, dates of filing and dates of delivery:

Such filings shall also constitute the Corporation’s consent to the Agent’s use of the Offering Documents contemplated by Section 2(d) and any standard term sheets (as such term is defined in NI 41-101) in connection with the distribution of the Offered Units in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws.

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Section 10    Additional Representations and Warranties of the Corporation

The Corporation hereby represents and warrants to the Agent and acknowledges that the Agent is relying upon such representations and warranties that:

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Section 11    Covenants of the Corporation

The Corporation covenants with the Agent that the Corporation will:

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Section 12    Additional Documents upon Filing of the Final Canadian Prospectus

The Agent’s obligations hereunder shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance by the Corporation of its obligations under this Agreement and the following conditions, which conditions may be waived by the Agent in whole or in part at any time:

Section 13    Closing

The purchase and sale of the Offered Units shall be completed at the Closing Time at the offices of — or at such other place as the Agent and the Corporation may agree. At the Closing Time, the Common Shares and the Warrants will be issued in a book-entry-only form in the name of CDS or its nominee, CDS & Co., (or as otherwise directed by the Agent) and will be deposited electronically on a non-certificated basis with CDS or its nominee, CDS & Co., on closing of the Offering against payment by the Agent to the Corporation, at the direction of the Corporation, as applicable, of the aggregate

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purchase price for the Offered Units less an amount equal to the Agency Fee and a reasonable estimate of the out-of-pocket fees and expenses of the Agent and its counsel payable pursuant to Section 17, by wire transfer, or if permitted by applicable Law, certified cheque or bank draft, in Canadian currency payable at par in Toronto, Ontario, together with a receipt signed by the Agent for such definitive certificate(s) (or electronic delivery) and for receipt of the Agency Fee and such estimated expenses.

Section 14    Termination Rights

The Agent shall be entitled, at its sole option, to terminate and cancel, without any liability on its part, all of its obligation under this Agreement and the obligations of any purchaser in relation to the Offering, by written notice to that effect given to the Corporation at any time prior to the Closing Time, if:

The rights of termination contained in this Section 14 as may be exercised by the Agent are in addition to any other rights or remedies the Agent may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement.

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Notwithstanding the foregoing sentence, in the event of any such termination, there shall be no further liability on the part of such terminating Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability which may have arisen prior to or which may arise after such termination under Sections 15, 16 and 17.

Section 15    Indemnification

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provided, however, that the Corporation will not be liable to the extent that such Losses arise from the sale of the Offered Units to any person by an Indemnified Party and is based on an untrue statement or omission or misrepresentation or alleged untrue statement or omission or misrepresentation made in reliance on and in conformity with information relating to any Indemnified Party or other information furnished in writing to the Corporation by any Indemnified Party, or on behalf of any Indemnified Party, expressly for inclusion in any of the Offering Documents or any other document or material filed or delivered by or on behalf of the Corporation pursuant to this Agreement.

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Section 16    Contribution

In the event that the indemnity of the Corporation provided for in Section 15 hereof is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or is unavailable for any other reason, the Agent and the Corporation shall severally, and not jointly, contribute to the aggregate of all Claims and all Losses of the nature contemplated in Section 15 hereof and suffered or incurred by the Indemnified Parties in proportions as is appropriate to reflect: (i) the relative benefits received by the Agent, on the one hand (being the Agency Fee), and the relative benefits received by the Corporation, as applicable, on the other hand (being the gross proceeds derived from the sale of the Offered Units less the Agency Fee), (ii) the relative fault of the Corporation, on the one hand and the Agent on the other hand, and (iii) relevant equitable consideration; provided that the Corporation shall in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any excess of such amount over the amount paid or payable to the Agent or any other Indemnified Party under this Agreement. For greater certainty and notwithstanding anything to the contrary contained herein, the Agent shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Agency Fee or any portion thereof actually received. However, no party who has been determined by a court of competent jurisdiction in a final judgment to have engaged in any fraud, dishonesty, willful misconduct or negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, dishonesty, willful misconduct or negligence.

Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this section, except to the extent that the party from whom contribution may be sought is materially prejudiced by such omission. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Agent may have by statute or otherwise by law.

Section 17    Expenses

The Corporation will be responsible for all expenses related to the Offering, whether or not the Offering is completed, including, but not limited to, the fees and disbursements of the Corporation’s legal counsel, the fees and disbursements of the Agent’s legal counsel (fees are estimated to be $200,000 for Agent’s counsel), the fees and disbursements of accountants and auditors, the fees and disbursements of other applicable experts, the expenses related to road-shows and marketing activities, printing costs, filing fees, stock exchange fees, the reasonable out-of-pocket expenses of the Agent (including their travel expenses in connection with due diligence and marketing activities) and taxes on all of the foregoing. The Agent’s expenses may be deducted by the Agent from the gross proceeds of the Offering payable to the Corporation immediately prior to those proceeds being distributed to the Corporation and such Agent’s expenses will be payable by the Corporation to the Agent at the Closing Time in accordance with this Section 17 or upon receipt of an invoice (with detail of such expenses) from the Agent in respect thereof. The Agent will give prompt notice to the Corporation should the estimated fees and disbursements of the Agent’s legal counsel exceed $200,000 and will require written approval from the Corporation to allow additional legal fees beyond the estimated amount.

Section 18    Agent As A Securities Dealer

The Corporation acknowledges that the Agent is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory

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services and that in the ordinary course of its trading and brokerage activities the Agent and its affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Corporation, or any other company that may be involved in a transaction or related derivative securities.

The Agent acknowledges its responsibility to comply with applicable securities laws as they relate to trading securities with knowledge of a material fact or a material change that has not been generally disclosed. Further, the Agent has strict internal procedures, which provide for the placing of relevant securities on a “grey list” or a “restricted list” and for restrictions on trading by the Agent and its investment banking personnel for their own account in accordance with such procedures.

Section 19    Agent Not Fiduciary

The Corporation acknowledges and agrees that: (a) the Agent has not assumed nor will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Agent does not have any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Agent and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Section 20    Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. In the event of any dispute regarding the Agreement, the parties hereto submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

Section 21    Survival of Warranties, Representations, Covenants and Agreements

Except as expressly set out herein, all warranties, representations, covenants and agreements of the Corporation and the Agent herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase of the Offered Units and shall continue in full force and effect for the benefit of the Agent or the Corporation, as the case may be, regardless of the Closing of the sale of the Offered Units, any subsequent disposition of the Offered Units by the Agent or the termination of the Agent’s obligations under this Agreement for a period ending on the date that is two years following the Closing Date and shall not be limited or prejudiced by any investigation made by or on behalf of the Agent in accordance with the preparation of the Offering Documents or the distribution of the Offered Units or otherwise, and the Corporation agrees that the Agent shall not be presumed to know of the existence of a claim against the Corporation under this Agreement or any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Units as a result of any investigation made by or on behalf of the Agent in accordance with the preparation of the Offering Documents or the distribution of the Offered Units or otherwise. Notwithstanding the foregoing, the provisions contained in this Agreement in any way related to indemnification or contribution obligations shall survive and continue in full force and effect, indefinitely.

Section 22    Notices

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “Notice”) shall be in writing addressed as follows:

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If to the Corporation addressed and sent to:

with a copy to:

If to the Agent addressed and sent to:

with a copy (which shall not constitute notice) to:

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or at such other address, email address or facsimile number as may be given by either of them to the other in writing from time to time and such notices or other communications shall be deemed to have been received when delivered or, if facsimile or email, on the next Business Day after such notice or other communication has been sent by facsimile or email (with receipt confirmed, in the case of delivery by facsimile).

Section 23    Counterpart Signature

This Agreement may be executed in one or more counterparts (including counterparts by facsimile or other electronic delivery) which, together, shall constitute an original copy hereof as of the date first noted above.

Section 24    Enforceability

To the extent permitted by applicable law, the invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

Section 25    Successors and Assigns

The terms and provisions of this Agreement will be binding upon and enure to the benefit of the Corporation and the Agent and its respective successors and assigns; provided that, except as otherwise provided in this Agreement, this Agreement will not be assignable by any party without the written consent of the others and any purported assignment without that consent will be invalid and of no force and effect.

Section 26    Time of the Essence

Time shall be of essence of this Agreement.

Section 27    Market Stabilization

In connection with the distribution of the Offered Units, the Agent may affect transactions which stabilize or maintain the market price of the Offered Units at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Agent at any time.

Section 28    Further Assurances

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Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Agent upon which this letter as so accepted shall constitute an agreement among us.

Yours truly,

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

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SCHEDULE “A”

FORM OF LOCK-UP AGREEMENT

180 Day Lock-Up Agreement

                    , 2014

Haywood Securities Inc.

181 Bay Street, Suite 2901

Toronto, Ontario, M5J 2T3

CohBar, Inc.

2265 East Foothill Blvd.

Pasadena, CA 91107

Dear Sirs:

The undersigned refers to the initial public offering of units (the “Offering”) consisting of shares of common stock (“Shares”) of CohBar, Inc. (the “Corporation”) and warrants to purchase Shares of the Corporation pursuant to a fully marketed long form prospectus offering sold in Canada on a commercially reasonable efforts, minimum offering basis by Haywood Securities Inc. (the “Agent”). This Lock-Up Agreement is being entered into pursuant to the engagement letter between the Corporation and the Agent dated August 26, 2014 (the “Engagement Letter”).

The undersigned is a director, officer or senior management of the Corporation or is a holder of record or beneficial holder of more than 5% of the issued and outstanding Shares (on an as converted to common stock basis) (collectively “CohBar Securities”). In consideration for the Agent acting as agent in connection with the Offering on the terms set out in the Engagement Letter, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Corporation and the Agent that, subject to the execution of an agency agreement between the Corporation and the Agent, and the closing of the Offering, the undersigned will not, directly or indirectly, without the prior written consent of the Agent (which consent may not be unreasonably withheld):

whether any such transaction is to be settled by delivery of CohBar Securities or other securities, in cash or otherwise, in each case, during a period of 180 days commencing on the date of the closing of the Offering.

The foregoing paragraphs 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 in this Lock-Up Agreement;

This Lock-Up Agreement is not intended and shall not be construed to prohibit the conversion, exchange or exercise by the undersigned of CohBar Securities convertible into or exchangeable or exercisable for Shares. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the United States Securities Act of 1933, as amended, of any CohBar Securities owned either of record or beneficially by the undersigned.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request of the Corporation and the Agent, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. The undersigned also agrees and consents to the entry of stop transfer instructions with the Corporation’s transfer agent and registrar against the transfer of the undersigned’s CohBar Securities except in compliance with the foregoing restrictions.

Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned. This Lock-Up Agreement contains the entire agreement between the parties concerning the subject matter hereof, and all prior discussions, agreements, and statements are merged into this Lock-Up Agreement. This Lock-Up Agreement may be amended only in a written instrument signed by the party against whom enforcement of such amendment is sought.

The undersigned understands that the Corporation and the Agent will proceed with the Offering in reliance on this Lock-Up Agreement and the representation and warranties contained herein. The undersigned understands that, if the Engagement Letter (other than the provisions thereof which survive termination) shall expire or be terminated in accordance with its terms prior to the consummation of the Offering, this Lock-Up Agreement shall automatically terminate without further action on the part of the undersigned, the Agent or the Corporation and the undersigned shall immediately be released from all obligations under this Lock-Up Agreement.

This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns and shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

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