Coeptis Therapeutics Holdings, Inc. Sample Contracts
COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC.Common Stock Purchase Warrant • June 7th, 2023 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
THIS 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 on or prior to 5:00 p.m. (New York City time) on ___________, 2028 (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).
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”).
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”).
Bull Horn Holdings Corp. Miami Beach, Florida 33139 January 8, 2019Securities Subscription Agreement • September 21st, 2020 • Bull Horn Holdings Corp. • 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:
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 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 _______, 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:
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”).
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”).
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.
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”).
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 AGREEMENTStandby Equity 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.”
Bull Horn Holdings Corp. Miami Beach, Florida 33139 Re: Initial Public Offering Gentlemen:Underwriting 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
INDEMNITY AGREEMENTIndemnification 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).
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”.
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 9th, 2020 • Bull Horn Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).
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.
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”).
Bull Horn Holdings Corp. 7,500,000 Units Underwriting AgreementUnderwriting Agreement • October 9th, 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”).
INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Kenneth Cooper (the “ Indemnitee ”) . WHEREAS , Indemnitee is a...Indemnification Agreement • April 30th, 2026 • Z Squared Inc. • Finance services
Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of June 10 , 2025 and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Brian Cogley (“ Indemnitee ”) . RECITALS WHEREAS,...Indemnification Agreement • April 30th, 2026 • Z Squared Inc. • Finance services
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 1st, 2026 • Z Squared Inc. • Finance services
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 27, 2026 (the “Effective Date”), is made by and between Z SQUARED, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Ryan Schadel (the “Executive”).
ContractConvertible Promissory Note • January 24th, 2025 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Dear Bull Horn Holdings Sponsor LLC,Investment 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”).
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.
LIMITED WAIVER AND FIFTH AMENDMENT TO MERGER AGREEMENTMerger Agreement • September 12th, 2025 • Coeptis Therapeutics Holdings, Inc. • Finance services
This Limited Waiver and Fifth Amendment to Merger Agreement (this “Amendment”) is made effective as of September 10, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LIMITED WAIVER AND SECOND AMENDMENT TO MERGER AGREEMENTMerger Agreement • June 26th, 2025 • Coeptis Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This Limited Waiver and Second Amendment to Merger Agreement (this “Amendment”) is made effective as of June 10, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 26th, 2026 • Z Squared Inc. • Finance services • Delaware
THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of August 24, 2026, is made by and between Z SQUARED INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Jeffery Harris (the “Executive”). Capitalized terms used but not defined herein have the meanings given to them in the Employment Agreement (as defined below).
LIMITED WAIVER AND SIXTH AMENDMENT TO MERGER AGREEMENTMerger Agreement • October 3rd, 2025 • Coeptis Therapeutics Holdings, Inc. • Finance services
This Limited Waiver and Sixth Amendment to Merger Agreement (this “Amendment”) is made effective as of September 30, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).