NOTICE TO INVESTORSSubscription Agreement • September 7th, 2022 • Coeptis Therapeutics Inc. • Pharmaceutical preparations • Delaware
The securities of Coeptis Therapeutics, Inc., a Delaware corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 19th, 2022 • Coeptis Therapeutics Inc. • Pharmaceutical preparations • Delaware
ContractWarrant Agreement • December 7th, 2020 • Vinings Holdings, Inc. • Blank checks
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.
Exhibit A FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 19th, 2022 • Coeptis Therapeutics Inc. • Pharmaceutical preparations • 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.
Amendment #1 to Option Purchase Agreement CD38-GEAR-NK(Auto)Option Purchase Agreement • August 19th, 2021 • Coeptis Therapeutics Inc. • Pharmaceutical preparations
This Amendment #1 (the “Amendment #1”) to the CD38-GEAR-NK(Auto) Option Purchase Agreement dated April 26, 2021 (the “Agreement”) is made and entered into by and between VyGen-Bio, Inc., (“VyGen-Bio”) and Coeptis Pharmaceuticals, Inc. (“Coeptis”) and for good and valuable consideration.
AMENDMENT NO. 1 AND MODIFICATION TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 2021 • Vinings Holdings, Inc. • Blank checks
AMENDMENT NO. 1 AND MODIFICATION, dated as of February 9, 2021 (this “Amendment No. 1”), to the Agreement and Plan of Merger (“Merger Agreement”) December 31, 2020, by and among Coeptis Pharmaceuticals, Inc., a Delaware Corporation with its principal office at 105 Bradford Rd., Suite #420, Wexford, PA 15090 (“Coeptis”), and Vinings Holdings, Inc., a Delaware corporation, with its principal office at 2030 Powers Ferry Rd., SE, Suite #212, Atlanta, GA 30339 (“Vinings”), and Coeptis Acquisition Sub, Inc., a wholly-owned subsidiary of Vinings, domiciled in Delaware (“Acquisition Sub”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
PROMISSORY NOTEPromissory Note • August 12th, 2020 • Vinings Holdings, Inc.
This PROMISSORY NOTE AGREEMENT is entered into on this 19th day of December 2019, by and between Coral Investment Partners, LP, a Georgia Limited Partnership, whose address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“Creditor” or “CORAL”) and Vinings Holdings, Inc, a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339, (“Debtor” or “Vinings Holdings”), collectively referred to as the “Parties.”
Indemnity AgreementIndemnity Agreement • February 12th, 2021 • Vinings Holdings, Inc. • Blank checks • Georgia
This INDEMNITY AGREEMENT, dated as of February 12, 2021 (this “Agreement”), among Vinings Holdings, Inc., a Delaware corporation (“Vinings”) and Sterling Acquisition I, Inc., a Delaware corporation (“Sterling” or the “Indemnitor”).
CO-DEVELOPMENT and STEERING COMMITTEE AGREEMENTCo-Development and Steering Committee Agreement • December 27th, 2021 • Coeptis Therapeutics Inc. • Pharmaceutical preparations • Florida
This Co-development and Steering Committee Agreement (the "Agreement") is made and entered into for good and valuable consideration by VyGen-Bio, Inc. ("VyGen-Bio") and Coeptis Therapeutics, Inc. (together with its subsidiary Coeptis Pharmaceuticals, Inc."Coeptis") (collectively VyGen-Bio and Coeptis are referred to as the "Parties") as of this 20th day of December 2021 (the "Effective Date").
Coeptis Therapeutics Enters into Exclusive Option Agreement with University of Pittsburgh for Rights to CAR-T Technologies Designed to Target Multiple Cancer Indications, Including Hematologic and Solid Tumors Option agreement comprises three...Exclusive Option Agreement • May 17th, 2022 • Coeptis Therapeutics Inc. • Pharmaceutical preparations
Wexford, PA, May 17, 2022 – Coeptis Therapeutics, Inc. (OTC PINK: COEP) (“Coeptis” or “the Company”), a biopharmaceutical company developing innovative cell therapy platforms for cancer, today announced entry into an exclusive option agreement with the University of Pittsburgh for the rights to three chimeric antigen receptor T cell (CAR-T) technologies that offer the potential to address a range of hematologic and solid tumors. Among the initial cancer indications under development are pre-clinical programs targeting breast cancer and ovarian cancer. Terms of the deal were not disclosed.
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERSubscription Agreement • December 7th, 2020 • Vinings Holdings, Inc. • Blank checks
Option Purchase AgreementOption Purchase Agreement • May 11th, 2021 • Vinings Holdings, Inc. • Pharmaceutical preparations • Florida
This CD38-SNP-DIAG Option Purchase Agreement (the "Agreement") is made and entered into by and between VyGen-Bio, Inc., ("VyGen-Bio") and Coeptis Pharmaceuticals, Inc. ("Coeptis") and for good and valuable consideration the Parties agree as follows:
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 4th, 2021 • Vinings Holdings, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 31, 2020 (the “Effective Date”), by and among Coeptis Pharmaceuticals, Inc., a Delaware Corporation with its principal office at 105 Bradford Rd., Suite #420, Wexford, PA 15090 (“Coeptis”), and Vinings Holdings, Inc., a Delaware corporation, with its principal office at 2030 Powers Ferry Rd., SE, Suite #212, Atlanta, GA 30339 (“Vinings”), and Coeptis Acquisition Sub, Inc., a wholly-owned subsidiary of Vinings, domiciled in Delaware (“Acquisition Sub”). Each of Vinings, Coeptis and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”
Option Purchase AgreementOption Purchase Agreement • May 11th, 2021 • Vinings Holdings, Inc. • Pharmaceutical preparations • Florida
This CD38-GEAR-NK(Auto) Option Purchase Agreement (the "Agreement") is made and entered into by and between VyGen-Bio, Inc., ("VyGen-Bio") and Coeptis Pharmaceuticals, Inc. ("Coeptis") and for good and valuable consideration the Parties agree as follows:
