Exhibit
4.3


 


Execution Version


 


FIRST AMENDMENT
TO NOTE


 


This First Amendment (this “Amendment”)
is made and entered into as of June 7, 2022 by and among Optimus Healthcare Services, Inc., a Florida corporation (which was formerly
known as Between Dandelions, Inc.) (the “Company”) and the purchasers signatory to the Purchase Agreement (as defined
below) (each a, “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, pursuant to
a Securities Purchase Agreement, dated as of May 25, 2021 (as amended and in effect from time to time, including any replacement agreement
therefor, the “Purchase Agreement”), among the Company and the Purchasers, the Purchasers have extended credit to the
Company as evidenced by certain Original Issue Discount Senior Secured Convertible Promissory Notes in the aggregate principal amount
of $2,200,000.00 issued by the Company to the Purchasers (together with any notes issued in exchange therefor or replacement thereof,
as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Notes”);


 


WHEREAS, obligations
under the Notes are due and payable on May 25, 2023 (the “Maturity Date”);


 


WHEREAS, the Company
and the Purchasers desire to extend the Maturity Date of the Notes for an additional twelve (12) months such that the Notes will become
due and payable on May 25, 2024.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.
Definitions; Transaction Documents. Capitalized terms used herein without definition shall have the meanings assigned
to such terms in the Purchase Agreement and the Notes. This Amendment shall constitute a Transaction Document for all purposes of the
Purchase Agreement, the Note and the other Transaction Documents.


 


2.
Extension of Maturity Date of the Note. The reference in the introductory paragraph of the Note to May 25, 2023 as
the “Maturity Date” is hereby amended such that the Maturity Date of the Note shall be May 25, 2024.


 


3.
Not a Novation. This Agreement is a modification only and not a novation. This Agreement is to be considered attached
to the Notes and made a part thereof.


 


4.
Conditions to Effectiveness. This Amendment shall become effective upon receipt by the Company and the Purchasers
of counterpart signatures to this Amendment duly executed and delivered by the Company and the Purchasers.


 






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5.
No Implied Amendment or Waiver. Except as expressly set forth in this Amendment, this Amendment shall not, by implication
or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Purchasers under the Purchase Agreement,
the Note or the other Transaction Documents, or alter, modify, amend or in any way affect any of the terms, obligations or covenants contained
in the Purchase Agreement, the Note or the other Transaction Documents, all of which shall continue in full force and effect. Nothing
in this Amendment shall be construed to imply any willingness on the part of the Purchasers to agree to or grant any similar or future
amendment, consent or waiver of any of the terms and conditions of the Purchase Agreement, the Note or the other Transaction Documents.


 


6.
Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be
an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature
page of this Amendment by e-mail (e.g., “pdf” or “tiff”) or fax transmission shall be effective as delivery of
a manually executed counterpart of this Amendment.


 


7.
Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEVADA
APPLICABLE TO CONTRACTS MADE AND TO BE PREPARED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


[Remainder of
Page Intentionally Left Blank.]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.


 


	OPTIMUS HEALTHCARE SERVICES, INC. 


	 
	 	 	 
	By: 	             	 
	Name: 	 	 
	Title:  	 	 


 


	Arena Special Opportunities Fund, LP


Arena Special Opportunities Partners I, LP


as Purchasers





	 
	 	 	 
	By: 	       	 
	Name: 	Lawrence Cutler	 
	Title: 	Authorized Signatory	 



 


Signature Page to First Amendment