REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 25, 2021, between Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT OPTIMUS HEALTHCARE SERVICES, Inc.Optimus Healthcare Services, Inc. • December 22nd, 2021
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 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).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 25, 2023Optimus Healthcare Services, Inc. • December 22nd, 2021 • New York
THIS 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 305, New York, New York 11590, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due May 25, 2023 (the “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).
Letter Employment AgreementLetter Employment Agreement • December 22nd, 2021 • Optimus Healthcare Services, Inc. • New York
This Letter Employment Agreement (this “Agreement”) dated May 25, 2021 (the “Effective Date”), is among Optimus Healthcare Services, Inc., a Florida corporation, with its principal place of business at 801 S. Federal Highway, Fort Lauderdale, FL 33335 (“Company”), and Marc Wiener, an individual who resides at 6 Applegreen Drive, Old Westbury NY 11568 (“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.
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”).
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.
