AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT OPTIMUS HEALTHCARE SERVICES, Inc.Optimus Healthcare Services, Inc. • March 14th, 2024 • Services-commercial physical & biological research
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “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 May 25, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on May 25, 2028 (the “Termination Date) but not thereafter, to subscribe for and purchase from Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (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).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT OPTIMUS HEALTHCARE SERVICES, Inc.Common Stock Purchase Warrant • March 14th, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “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 June 7, 2022 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on June 7, 2029 (the “Termination Date) but not thereafter, to subscribe for and purchase from Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (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).
AMENDED AND RESTATED ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JUNE 7, 2024Optimus Healthcare Services, Inc. • March 14th, 2024 • Services-commercial physical & biological research • Nevada
THIS AMENDED AND RESTATED ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company” or the “Borrower”), having its principal place of business at 1400 Old Country Road, Suite 306, Westbury, NY 11590, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due June 7, 2024 (the “Original Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 25, 2021, by and among Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc. • New York
This SECURITY AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is among Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”) and the holders of the Notes (as defined herein) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
GUARANTY AGREEMENTGuaranty Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc. • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of May 25, 2021 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the purchasers signatory to the Securities Purchase Agreement (as defined below) (together with their respective successors and assigns, including, any future holder of the Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreement (as defined below).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT OPTIMUS HEALTHCARE SERVICES, Inc.Optimus Healthcare Services, Inc. • June 7th, 2024 • Services-commercial physical & biological research
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Arena Special Opportunities Fund, LP 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 May 25, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on May 25, 2026 (the “Termination Date) but not thereafter, to subscribe for and purchase from Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (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).
Letter Employment AgreementLetter Employment Agreement • September 13th, 2022 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • New York
This Letter Employment Agreement (“Agreement”), dated June 30, 2022 (“Effective Date”), is among Clinical Research Alliance, Inc., a New York Corporation, with its principal place of business at 1400 Old Country Road, Suite 304, Westbury, NY 11590 (“Company”), Optimus Healthcare Services, Inc., a Florida Corporation, with its principal place of business at 1400 Old Country Road, Suite 306, Westbury, NY 11590 (“Parent”), and John Sganga, an individual who resides at 350 Evandale Road, Scarsdale, NY 10583 (“Executive” ).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc. • Delaware
This Share Exchange Agreement (the “Agreement”), is made and entered into as of December 28, 2020, by and among Between Dandelions, Inc., a Florida corporation (“Buyer”), Optimus Healthcare Services, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company identified on Schedule A annexed hereto (each a “Shareholder” and collectively, the “Shareholders”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
STOCK ACQUISITION AGREEMENTStock Acquisition Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc. • New York
This STOCK ACQUISITION AGREEMENT (this “Agreement”), dated as of March 24, 2021, is entered into by and among Optimus Healthcare Services, Inc., a Florida corporation (“Parent”), Optimus Health, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Acquiror”), AdhereRx Corporation (d/b/a PainScript), a Delaware corporation (the “Company”), each of the parties set forth on Exhibit A hereto (each, a “Transferor” and, collectively, the “Transferors”) and Daniel Cohen, in his capacity as the Transferors’ Representative. Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT OPTIMUS HEALTHCARE SERVICES, Inc.Common Stock Purchase Warrant • June 7th, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Arena Special Opportunities Fund, LP 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 June 7, 2022 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on June 7, 2027 (the “Termination Date) but not thereafter, to subscribe for and purchase from Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (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).
Amendment 1 to Letter Employment AgreementLetter Employment Agreement • September 13th, 2022 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
WHEREAS, Optimus Healthcare Services, Inc. (“Company”) and Cliff Saffron (“Executive”) entered into a Letter Employment Agreement (“Agreement”) dated May 25, 2021; and
FIRST Amendment to FORBEARANCE AND REGISTRATION RIGHTS AGREEMENTSRegistration Rights Agreements • June 7th, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • Nevada
This FIRST AMENDMENT TO THE FORBEARANCE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of June 4, 2024 by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agent”) for the purchasers (the “Purchasers”) listed on Schedule 1 to the Securities Purchase Agreement (herein defined).
Letter Employment AgreementLetter Employment Agreement • April 7th, 2023 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • New York
This Letter Employment Agreement (“Agreement”), dated February 16, 2023 (“Effective Date”), is between Optimus Healthcare Services, Inc., a Florida Corporation, with its principal place of business at 1400 Old Country Road, Suite 306, Westbury, NY 11590 (“Company”), and Thomas McNeill, an individual who resides at 32 Seneca Drive, Commack, NY 11725 (“Executive”).
FORBEARANCE AGREEMENTForbearance Agreement • March 14th, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • Nevada
This FORBEARANCE AGREEMENT (this “Agreement”) is made as of March 8, 2024 by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agent”) for the purchasers (the “Purchasers”) listed on Schedule 1 to the Securities Purchase Agreement (herein defined).
Amendment 2 to Letter Employment AgreementLetter Employment Agreement • June 17th, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
WHEREAS, Optimus Healthcare Services, Inc. (“Company”) and Cliff Saffron (“Executive”) entered into a Letter Employment Agreement (“Agreement”) dated May 25, 2021 and amended on August 25, 2022; and
AMENDMENT NO. 2 TO STOCK ACQUISITION AGREEMENTStock Acquisition Agreement • April 28th, 2022 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • New York
This Amendment No. 2 (this “Amendment”) to the Stock Acquisition Agreement dated March 24, 2021, as amended on December 29, 2021 (the “Agreement”) is made as of April 13, 2022, by and by and among Optimus Healthcare Services, Inc., a Florida corporation (“Parent”), Optimus Health, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Acquiror”), AdhereRx Corporation (d/b/a PainScript), a Delaware corporation (the “Company”) and Daniel Cohen, in his capacity as the Transferors’ Representative (the “Representative”). Terms not defined herein have the meaning ascribed to them in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Optimus Healthcare Services, Inc., a Florida corporation (the “Company”), and the undersigned (the “Subscriber”).
AMENDMENT NO. 1 TO STOCK ACQUISITION AGREEMENTStock Acquisition Agreement • February 14th, 2022 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • New York
This Amendment No. 1 (this “Amendment”) to the Stock Acquisition Agreement dated March 24, 2021 (the “Agreement”) is made as of December 29, 2021, by and by and among Optimus Healthcare Services, Inc., a Florida corporation (“Parent”), Optimus Health, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Acquiror”), AdhereRx Corporation (d/b/a PainScript), a Delaware corporation (the “Company”) and Daniel Cohen, in his capacity as the Transferors’ Representative (the “Representative”). Terms not defined herein have the meaning ascribed to them in the Agreement.
Optimus Healthcare Services, Inc.Optimus Healthcare Services, Inc. • March 14th, 2024 • Services-commercial physical & biological research
Reference is made to that certain Forbearance Agreement, dated March 8, 2024 (the “Agreement”), by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agent”) for the purchasers (the “Purchasers”) listed therein. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc.
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Optimus Healthcare Services, Inc., a Florida corporation (the “Company”), and the undersigned (the “Subscriber”).
CONSULTING AGREEMENTConsulting Agreement • May 2nd, 2023 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
This Consulting Agreement (“Agreement”) is made and entered into as of May 2, 2023 (“Effective Date”), by and between Optimus Healthcare Services, Inc. (“Company”) and Marc Wiener (“Consultant”).
Amendment 1 to Letter Employment AgreementLetter Employment Agreement • September 13th, 2022 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research
WHEREAS, Optimus Healthcare Services, Inc. (“Company”) and Marc Wiener (“Executive”) entered into a Letter Employment Agreement (“Agreement”) dated May 25, 2021; and
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc. • New York
This Share Exchange Agreement (the “Agreement”), is made and entered into as of November 25, 2020, by and among Clinical Research Alliance Acquisition Corp., a Delaware corporation (“Buyer”), Clinical Research Alliance, Inc., a New York corporation (the “Company”), and Francis Arena, M.D. and Morton Coleman, M.D., the shareholders of the Company (each a “Shareholder” and collectively, the “Shareholders”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
STOCK ACQUISITION AGREEMENTStock Acquisition Agreement • December 13th, 2022 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • New York
This STOCK ACQUISITION AGREEMENT (this “Agreement”), dated as of December 7, 2022, is entered into by and among Optimus Healthcare Services, Inc., a Florida corporation (“Parent”), Optimus Health, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Optimus”), AdhereRx Corporation (d/b/a PainScript), a Delaware corporation (the “Company”) and each of the parties set forth on Exhibit A hereto (each, a “Transferee” and, collectively, the “Transferees”). Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • March 14th, 2024 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • Nevada
This Subordination Agreement (this “Agreement”) is dated as of March 8, 2024, by and among KORR ACQUISITIONS GROUP, INC., a New York corporation, (together with their respective representatives, successors, and assigns, the “Subordinated Lender”), OPTIMUS HEALTHCARE SERVICES, INC., a Florida corporation, (together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned subsidiaries and their respective successors and assigns, collectively, the “Debtor”) and ARENA INVESTORS, LP, a Delaware limited partnership, as agent (the “Agent”) for the purchasers set forth in Schedule 1 of the Securities Purchase Agreements (herein defined) (Agent, and together with such purchasers, and their respective successors and assigns, the “Senior Lender”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 14th, 2022 • Optimus Healthcare Services, Inc. • Services-commercial physical & biological research • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 28th day of January, 2022, among Worker’s Health Rx Inc., a Delaware corporation authorized to do business in New York, with a place of business at 1 Dupont Circle, Suite 112, Plainview, NY 11803 (hereinafter referred to as the “Corporation”); Marc Wiener, residing at 6 Applegreen Drive, Old Westbury, NY 11568 (hereinafter referred to as the “Seller”) and Optimus Healthcare Services Inc., a Florida corporation with a place of business at 1400 Old Country Road, Westbury, NY 11590 (hereinafter referred to as the “Purchaser”).
