Optimus Healthcare Svcs Inc Watch

from S-1 15 pages Whereas, the Offering Is on a “Reasonable Efforts” Basis as to the Shares of Common Stock to Be Sold Up to the Maximum Offering Amount of $2,000,000 (The “Maximum Offering”) to a Limited Number of “Accredited Investors” (As That Term Is Defined by Rule 501(a) of Regulation D (“Regulation D”) Promulgated Under the Securities Act of 1933, as Amended (The “Securities Act”); Whereas, the Company and Each Subscriber Is Executing and Delivering This Agreement in Reliance Upon the Exemption From Common Stock Registration Afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D as Promulgated by the SEC Under the Securities Act; and Whereas, the Subscriber Desires to Purchase Such Number of Shares of Common Stock as Set Forth on the Signature Page Hereof on the Terms and Conditions Hereinafter Set Forth. Now, Therefore, in Consideration of the Mutual Covenants and Agreements Hereinafter Set Forth and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Agree as Follows: 1 Subscription for Shares and Representations by Subscriber