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”).
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”).
SERIES B COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC.Warrant Agreement • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • 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 the earlier of (i) the Shareholder Approval Date (as defined in the Purchase Agreement), or (ii) 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 ______1 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED 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 the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC.Placement Agent Common Stock Purchase Warrant • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • 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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
Re: Amendment to Existing Warrants Dear Holder:Warrant Amendment • October 27th, 2023 • Coeptis Therapeutics Holdings, Inc. • 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.
