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CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
SERIES A CONVERTIBLE PREFERRED STOCK
COEPTIS THERAPEUTICS HOLDINGS, INC.
The undersigned, David Mehalick, does hereby certify
1. He is the Chief Executive
Officer of Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the "Company").
2. The Company is authorized
to issue 10,000,000 shares of preferred stock.
3. The following resolutions were duly adopted
by the board of directors of the Company (the "Board of Directors"):
WHEREAS, the certificate of
incorporation of the Company (the "Certificate of Incorporation") provides for a class of its authorized stock
known as preferred stock, consisting of 10,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more series;
WHEREAS, the Board of Directors
is authorized, without further stockholder approval, to establish from time to time the number of shares to be included in each such series,
and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions
WHEREAS, it is the desire
of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating
to a series of the preferred stock, which shall consist of up to 10,000 shares of the preferred stock which the Corporation has the authority
to issue as Series A Convertible Preferred Stock, as follows:
NOW, THEREFORE, BE IT RESOLVED,
that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities,
rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of
preferred stock as follows:
TERMS OF SERIES A PREFERRED STOCK
Section 1. Definitions.
For the purposes hereof, the following terms shall have the following meanings:
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.
"Alternate Consideration"
shall have the meaning set forth in Section 7(b).
"Attribution Parties"
shall have the meaning set forth in Section 6(e).
"Beneficial Ownership
Limitation" shall have the meaning set forth in Section 6(e).
means any day except Saturday, Sunday, and any day which shall be a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close. Whenever any payment or
other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business
Designations" means this Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock.
means the Company's common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities
may hereafter be reclassified or changed into.
shall have the meaning set forth in Section 6(d).
means $0.40, subject to adjustment as set forth in Section 7.
means the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock in accordance with the terms hereof.
means the date that this Certificate of Designation is filed with the Secretary of State of Delaware.
"Fundamental Transaction"
shall have the meaning set forth in Section 7(b).
shall mean an owner of shares of Series A Preferred Stock.
shall be the Common Stock and any other class or series of capital stock of the Company hereafter created which does not expressly rank
pari passu with or senior to the Series A Preferred Stock.
shall have the meaning set forth in Section 5.
"Mandatory Conversion"
shall have the meaning set forth in Section 6(b).
"Mandatory Conversion
Date" shall have the meaning set forth in Section 6(b).
"Notice of Conversion"
shall have the meaning set forth in Section 6(d).
means an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock
company, trust or unincorporated organization.
Limitation" shall have the meaning set forth in Section 6(e).
Stock" shall have the meaning set forth in Section 2.
means $1,000 per share of Series A Preferred Stock.
Agreement" means, with respect to each Holder, the subscription agreement between the Company and the original Holder related
to the investment in Series A Preferred Stock.
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTCQB,
OTCQX or OTCPink (or any successors to any of the foregoing.
Section 2. Designation
and Authorized Shares. The series of preferred stock designated by this Certificate shall be designated as Series A Convertible Preferred
Stock (the "Series A Preferred Stock") and the number of shares so designated shall be 10,000; provided,
however, the Company may increase or decrease the number of shares of Series A Preferred Stock that has been designated solely by action
of the Company's Board of Directors and no further consent of the Holders is required. The Series A Preferred Stock shall not be
redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series A Preferred Stock.
Section 3. Dividends.
The Holders will be entitled to receive, on any outstanding shares of Series A Preferred Stock held by such Holders, dividends equal,
on an as-if-converted to shares of Common Stock basis (it being agreed and understood that in so calculating the number of shares of Series
A Preferred Stock on which a Holder will receive dividends, the Beneficial Ownership Limitation shall be applied in accordance with Section
6(e)(ii) and the Primary Market Limitation shall be applied in accordance with Section 6(e)(i)), to and in the same form as dividends
actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. Notwithstanding the
foregoing, in the event that some, but not all, of the outstanding shares of Series A Preferred Stock have been converted into shares
of Common Stock in an amount in the aggregate from time to time equal to the Primary Market Limitation, and after such conversion shares
of Series A Preferred Stock remain outstanding and the Primary Market Limitation is in effect, such shares of Series A Preferred Stock
that remain outstanding shall not, until such time as stockholder approval (if required) has been obtained, participate in dividends from
and after such date shares of Series A Preferred Stock have been converted into shares of Common Stock in an amount in the aggregate from
time to time equal to the Primary Market Limitation.
Section 4. Voting Rights.
On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company
(or by written consent of stockholders in lieu of meeting), each Holder of outstanding shares of Series A Preferred Stock shall be entitled
to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held
by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter (it being agreed and
understood that in so calculating the number of votes, the Beneficial Ownership Limitation shall be applied in accordance with Section
6(e)(ii) and the Primary Market Limitation shall be applied in accordance with Section 6(e)(i)). Except as provided by law or by the other
provisions of the Certificate of Incorporation, Holders of Series A Preferred Stock shall vote together with the holders of Common Stock
as a single class. The Holders shall be entitled to the same notice of any regular or special meeting of the stockholders as may or shall
be given to holders of Common Stock entitled to vote at such meetings. As long as any shares of Series A Preferred Stock are outstanding,
the Company may not, without the affirmative vote of the Holders of the majority of the then outstanding shares of the Series A Preferred
Stock, amend, alter or repeal any provision of this Certificate of Designations in a manner that adversely affects the powers, preferences
or rights of the Series A Preferred Stock. Notwithstanding the foregoing, in the event that some, but not all, of the outstanding shares
of Series A Preferred Stock have been converted into shares of Common Stock in an amount in the aggregate from time to time equal to the