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.Security Agreement • 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 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 ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JUNE 7, 2024Convertible Security Agreement • March 14th, 2024 • Optimus Healthcare Services, Inc. • 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”).
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).
Optimus Healthcare Services, Inc.Forbearance Agreement • March 14th, 2024 • Optimus Healthcare Services, Inc. • 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.
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”)
