REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2020, is made and entered into by and among Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), Bull Horn Holdings Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Bull Horn Holdings Corp. 7,500,000 Units Underwriting AgreementUnderwriting Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
Bull Horn Holdings Corp., incorporated under the laws of the British Virgin Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Representative, up to 1,125,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters may purchase pursuant to Section 2 hereof being collectively called the “Units”).
Bull Horn Holdings Corp. Miami Beach, Florida 33139 January 8, 2019Bull Horn Holdings Corp. • September 21st, 2020 • Blank checks • Virgin Islands
Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), is pleased to accept the offer Bull Horn Holdings Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 2,156,250 ordinary shares (the “Shares”), no par value (the “Ordinary Shares”), up to 281,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
SERIES B COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC.Coeptis Therapeutics Holdings, Inc. • June 13th, 2023 • Biological products, (no disgnostic substances) • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December ___, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December ____, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 29, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), and Bull Horn Holdings Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 29th, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC.Coeptis Therapeutics Holdings, Inc. • October 27th, 2023 • Biological products, (no disgnostic substances) • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 26, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 26, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Placement Agency Agreement, dated as of October 23, 2023, by and between the Company and Ladenburg Thalmann & Co. Inc.
Bull Horn Holdings Corp. Miami Beach, Florida 33139 Re: Initial Public Offering Gentlemen:Letter Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), and Imperial Capital, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), and one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration
shares of Common Stock Pre-Funded Warrants to Purchase ______________ shares of Common Stock Warrants to Purchase ______________ Shares of Common Stock (___________ shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and...Underwriting Agreement • June 7th, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Coeptis Therapeutics Holdings, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Coeptis Therapeutics Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 29, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 19th, 2022 • Bull Horn Holdings Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 18, 2022 by and among (i) Bull Horn Holdings Corp., a British Virgin Islands business company (together with its successors, including post-Domestication in the State of Delaware, the “Purchaser”), (ii) BH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) Coeptis Therapeutics, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2023, between Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 29, 2020, by and between Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 29, 2020, is by and between Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 23, 2023, between Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 29, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), Imperial Capital, LLC, a Delaware limited liability company (“Imperial”), I-Bankers Securities, Inc., a Texas corporation (“I-Bankers”) and Northland Securities, Inc., a Minnesota corporation (“Northland”, and collectively with Imperial and I-Bankers the “Purchasers”).
Dear Bull Horn Holdings Sponsor LLC,Letter Agreement • November 3rd, 2020 • Bull Horn Holdings Corp. • Blank checks
This letter agreement sets forth the terms of the agreement between Bull Horn Holdings Sponsor LLC (the “Company”) and certain investment funds and managed accounts managed by or affiliated with [________] (collectively, “Subscriber”). The Company is the sponsor of Bull Horn Holdings Corp. (the “SPAC”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
Exhibit A FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 19th, 2022 • Bull Horn Holdings Corp. • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”) is made as of April 18, 2022, by and among (i) Bull Horn Holdings Corp., a British Virgin Islands business company (together with its successors, including after giving effect to the Domestication (as defined in the Merger Agreement (as defined below)), the “Purchaser”), (ii) Coeptis Therapeutics, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
LICENSE AGREEMENTLicense Agreement • August 22nd, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This LICENSE AGREEMENT (the “Agreement”) is made and effective as of August 16, 2023 (the “Effective Date”), by and between Deverra Therapeutics, Inc., a Delaware corporation (“Deverra”) and Coeptis Therapeutics Holdings, Inc., a Delaware limited liability company (“Licensee”) (each of Deverra and Licensee being a “Party,” and collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2024 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 1, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and COEPTIS THERAPEUTICS HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 6th, 2024 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 1, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and COEPTIS THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Re: Amendment to Existing Warrants Dear Holder:Coeptis Therapeutics Holdings, Inc. • October 27th, 2023 • Biological products, (no disgnostic substances)
This letter confirms that, in consideration for the Holder’s participation in the Private Placement and purchase of the Securities in the Private Placement (the “Purchase Commitment”), the Company hereby amends, effective as of the closing of the Private Placement, the Existing Warrants (as defined below), by (i) reducing the Exercise Price (as defined therein) of the Existing Warrants to $1.36 per share and (ii) amending the Initial Exercise Date (as defined therein) of the Existing Warrants to be the earlier of (a) the Shareholder Approval Date (as defined in the Purchase Agreement) or (b) April 26, 2024 (the “Warrant Amendment”). The Warrant Amendment shall be effective upon the closing the Private Placement and the satisfaction of the other terms and conditions referenced below.
SUBLICENSE AGREEMENTSublicense Agreement • August 22nd, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This SUBLICENSE AGREEMENT (the “Agreement”) is made and effective as of August 16, 2023 (the “Effective Date”), by and between Deverra Therapeutics, Inc., a Delaware corporation (“Deverra”) and Coeptis Therapeutics Holdings, Inc., a Delaware limited liability company (“Licensee”) (each of Deverra and Licensee being a “Party,” and collectively, the “Parties”).
Bull Horn Holdings Corp.Letter Agreement • May 10th, 2022 • Bull Horn Holdings Corp. • Blank checks
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 22nd, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into on this 16th day of August, 2023, by and between Deverra Therapeutics, Inc., a Delaware corporation (“Deverra”), and Coeptis Therapeutics Holdings, Inc., a Delaware corporation (“Coeptis”). Deverra and Coeptis may each be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1 herein.
Convertible Promissory NoteCoeptis Therapeutics Holdings, Inc. • November 6th, 2024 • Biological products, (no disgnostic substances)
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated November 1, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Advance Notices given by the Company or Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
