Exhibit 4.4


 


OptimizeRx Corp.


(the “Company”)


 


FIFTH AMENDED AND RESTATED 2013 INCENTIVE PLAN


 


Section
1. PURPOSE


 


The purpose of the Fifth Amended and Restated OptimizeRx
Corp. 2013 Incentive Plan (the “Plan”) is to attract, retain and motivate employees, officers, directors, consultants, agents,
advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary
interest in the Company and to align their interests and efforts to the long-term interests of the Company’s stockholders.


 


Section
2. DEFINITIONS


 


Certain capitalized terms used in the Plan have the
meanings set forth in Appendix A.


 


Section
3. ADMINISTRATION


 


		3.1	Administration of the Plan



 


The Plan shall be administered by the Board or its
Compensation Committee. The Compensation Committee shall be composed of two or more directors, each of whom is a “non-employee director”
within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange
Commission. As used in this Plan, the term “Compensation Committee” shall be construed as if followed by the words “(if
any)”; nothing in this Plan requires the Board to have a Compensation Committee.


 


		3.2	Delegation



 


Notwithstanding the foregoing, the Board may delegate
responsibility for administering the Plan with respect to designated classes of Eligible Persons to different committees consisting of
one or more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to Awards to any Participants
who are then subject to Section 16 of the Exchange Act. Members of any committee shall serve for such term as the Board may determine,
subject to removal by the Board at any time. To the extent consistent with applicable law, the Board or the Compensation Committee may
authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed
by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to
himself or herself or to any person then subject to Section 16 of the Exchange Act. All references in the Plan to the “Committee”
shall be, as applicable, to the Board, the Compensation Committee or any other committee or any officer to whom the Board or the Compensation
Committee has delegated authority to administer the Plan.


 






     


     


    

 


		3.3	Administration and Interpretation by Committee



 


(a) Except for the
terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power
and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time
be adopted by the Board, to


 


(i) select the Eligible
Persons to whom Awards may from time to time be granted under the Plan;


 


(ii) determine the
type or types of Awards to be granted to each Participant under the Plan;


 


(iii) determine the
number of shares of Common Stock, if any, to be covered by each Award granted under the Plan;


 


(iv) determine the
terms and conditions of any Award granted under the Plan;


 


(v) approve the forms
of notice or agreement for use under the Plan;


 


(vi) determine whether,
to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended;


 


(vii) determine whether,
to what extent and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an
Award shall be deferred either automatically or at the election of the Participant;


 


(viii) interpret
and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan;


 


(ix) establish such
rules and regulations as it shall deem appropriate for the proper administration of the Plan;


 


(x) delegate ministerial
duties to such of the Company’s employees as it so determines; and


 


(xi) make any other
determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.


 


(b) The Committee
shall have the right, without stockholder approval, to cancel or amend outstanding Options or SARs for the purpose of repricing, replacing
or regranting such Options or SARs with Options or SARs that have a purchase or grant price that is less than the purchase or grant price
for the original Options or SARs except in connection with adjustments provided in Section 15.


 


(c) The effect on
the vesting of an Award of a Company-approved leave of absence or a Participant’s working less than full-time shall be determined
by the Company’s chief human resources officer or other person performing that function or, with respect to directors or executive
officers, by the Committee, whose determination shall be final.


 


(d) Decisions of
the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any
Eligible Person. A majority of the members of the Committee may determine its actions.


 






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Section
4. SHARES SUBJECT TO THE PLAN


 


		4.1	Authorized Number of Shares



 


Under the Company’s Fourth Amended and Restated
2013 Incentive Plan, the Company reserved a maximum of 3,000,000 shares of Common Stock available for issuance under the Plan. Subject
to further adjustment from time to time as provided in subsection 15.1, the Company shall now have a maximum of 6,000,000 shares of Common
Stock available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares
now held or subsequently acquired by the Company as treasury shares.


 


		4.2	Share Usage



 


(a) Shares of Common
Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any
Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under
the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and
the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of Common Stock


 


(i) tendered by a
Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax
withholding obligations in connection with an Award, or


 


(ii) covered by an
Award that is settled in cash, or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued,


 


shall be available for Awards under the
Plan. The number of shares of Common Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend
equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid
with respect to an Award.


 


(b) The Committee
shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights
earned or due under other compensation plans or arrangements of the Company.


 


(c) Notwithstanding
anything in the Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce the
number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants
under one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent determined by
the Committee, the shares available for grant pursuant to the terms of such preexisting plan (as adjusted, to the extent appropriate,
using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to holders of common stock of the entities that are parties to such acquisition or combination) may be used for Awards under
the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards
using such available shares shall not be made after the date awards or grants could have been made under the terms of such preexisting
plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company
or a Related Company prior to such acquisition or combination. In the event that a written agreement between the Company and an Acquired
Entity pursuant to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the terms and
conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed
to be the action of the Committee without any further action by the Committee, except as may be required for compliance with Rule 16b-3
under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.


 






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(d) Notwithstanding
the other provisions in this subsection, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options
shall equal the aggregate share number stated in subsection 4.1, subject to adjustment as provided in subsection 15.1.


 


Section
5. ELIGIBILITY


 


An Award may be granted to any employee, officer
or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant,
agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that:


 


(a) are not in connection
with the offer and sale of the Company’s securities in a capital-raising transaction, and


 


(b) do not directly
or indirectly promote or maintain a market for the Company’s securities.


 


Section
6. AWARDS


 


		6.1	Form, Grant and Settlement of Awards



 


The Committee shall have the authority, in its sole
discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition
to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as
the Committee shall determine.


 


		6.2	Evidence of Awards



 


Awards granted under the Plan shall be evidenced
by a written, including an electronic, notice or agreement that shall contain such terms, conditions, limitations and restrictions as
the Committee shall deem advisable and that are not inconsistent with the Plan.


 


		6.3	Deferrals



 


The Committee may permit or require a Participant
to defer receipt of the payment of any Award if and to the extent set forth in the instrument evidencing the Award at the time of grant.
If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures for
such payment deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend
equivalents, including converting such credits to deferred stock unit equivalents; provided, however, that the terms of any deferrals
under this subsection shall comply with all applicable law, rules and regulations, including, without limitation, Section 409A of the
Code.


 






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		6.4	Dividends and Distributions



 


Participants may, if and to the extent the Committee
so determines and sets forth in the instrument evidencing the Award at the time of grant, be credited with dividends paid with respect
to shares of Common Stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply
any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion,
may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock
Units.


 


Section
7. OPTIONS


 


		7.1	Grant of Options



 


The Committee may grant Options designated as Incentive
Stock Options or Nonqualified Stock Options.


 


		7.2	Option Exercise Price



 


The exercise price for shares purchased under an
Option shall be at least 100% of the Fair Market Value on the Grant Date (and shall not be less than the minimum exercise price required
by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards.


 


		7.3	Term of Options



 


Subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the Option, the maximum term of a Nonqualified Stock Option shall be ten years from
the Grant Date.


 


		7.4	Exercise of Options



 


The Committee shall establish and set forth in each
instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any
of which provisions may be waived or modified by the Committee at any time.


 


To the extent an Option has vested and become exercisable,
the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company of a properly
executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting
forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under
such exercise agreement, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in
full as described in subsection 7.5 and Section 13. An Option may be exercised only for whole shares and may not be exercised for less
than a reasonable number of shares at any one time, as determined by the Committee.


 






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		7.5	Payment of Exercise Price



 


The exercise price for shares purchased under an
Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number
of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or
a combination of forms acceptable to the Committee for that purchase, which forms may include:


 


(a) cash;


 


(b) check or wire
transfer;


 


(c) having the Company
withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal
to the aggregate exercise price of the shares being purchased under the Option;


 


(d) tendering (either
actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common
Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased
under the Option;


 


(e) so long as the
Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly
executed exercise notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver
promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding tax obligations that may
arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or


 


(f) such other consideration
as the Committee may permit.


 


		7.6	Effect of Termination of Service



 


The Committee shall establish and set forth in each
instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise,
after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time. If not so established
in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be
waived or modified by the Committee at any time:


 


(a) Any portion
of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire on such date.


 


(b) Any portion
of an Option that is vested and exercisable on the date of a Participant’s Termination of Service shall expire on the earliest
to occur of:


 


(i) if the Participant’s
Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such
Termination of Service;


 


(ii) if the Participant’s
Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service;
and


 


(iii) the Option
Expiration Date.


 



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Notwithstanding the foregoing, if a Participant
dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and
exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z)
the one-year anniversary of the date of death, unless the Committee determines otherwise. Also notwithstanding the foregoing, in case
a Participant’s Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon
first notification to the Participant of such termination, unless the Committee determines otherwise. If a Participant’s employment
or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause,
all the Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option then held by the
Participant may be immediately terminated by the Committee, in its sole discretion.


 


(c) If the exercise
of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited
solely because the issuance of Common Stock would violate either the registration requirements under the Securities Act or the Company’s
insider trading policy, then the Option shall remain exercisable until the earlier of (i) the Option Expiration Date and (ii) the expiration
of a period of three months (or such longer period of time as determined by the Committee in its sole discretion) after the Participant’s
Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or insider trading policy
requirements.


 


Section
8. INCENTIVE STOCK OPTION LIMITATIONS


 


Notwithstanding any other provisions of the Plan,
the terms and conditions of any Incentive Stock Options shall also comply in all respects with Section 422 of the Code, or any successor
provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following:


 


		8.1	Dollar Limitation



 


To the extent the aggregate Fair Market Value (determined
as of the Grant Date) of Common Stock with respect to which a Participant’s Incentive Stock Options become exercisable for the first
time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations)
exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds
two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the
basis of the order in which such Options are granted.


 


		8.2	Eligible Employees.



 


Individuals who are not employees of the Company
or one of its parent or subsidiary corporations may not be granted Incentive Stock Options.


 


		8.3	Exercise Price



 


The exercise price of an Incentive Stock Option shall
be at least 100% of the Fair Market Value of the Common Stock on the Grant Date, and in the case of an Incentive Stock Option granted
to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent
or subsidiary corporations (a “Ten Percent Stockholder”), shall not be less than 110% of the Fair Market Value of the Common
Stock on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.


 






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		8.4	Option Term



 


Subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the Option, the maximum term of an Incentive Stock Option shall not exceed ten years,
and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five years.


 


		8.5	Exercisability



 


An Option designated as an Incentive Stock Option
shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms
of the Option) (a) more than three months after the date of a Participant’s Termination of Service if termination was for reasons
other than death or disability, (b) more than one year after the date of a Participant’s Termination of Service if termination was
by reason of disability, or (c) after the Participant has been on leave of absence for more than 90 days, unless the Participant’s
reemployment rights are guaranteed by statute or contract.


 


		8.6	Taxation of Incentive Stock Options



 


In order to obtain certain tax benefits afforded
to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive
Stock Option for two years after the Grant Date and one year after the date of exercise.


 


A Participant may be subject to the alternative minimum
tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition of shares
acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.


 


		8.7	Code Definitions



 


For the purposes of this Section, “disability”
“parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes
of Section 422 of the Code.


 


Section
9. STOCK APPRECIATION RIGHTS


 


		9.1	Grant of Stock Appreciation Rights



 


The Committee may grant Stock Appreciation Rights
to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted
in tandem with an Option or alone (“freestanding”). The grant price of a tandem SAR shall be equal to the exercise price of
the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in
subsection 7.2. An SAR may be exercised upon such terms and conditions and for the term as the Committee determines in its sole discretion;
provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR,
the maximum term of a freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of
the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender
of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to
the shares for which its related Option is then exercisable.


 






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		9.2	Payment of SAR Amount



 


Upon the exercise of an SAR, a Participant shall
be entitled to receive payment in an amount determined by multiplying:


 


(a) the difference
between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by


 


(b) the number of
shares with respect to which the SAR is exercised.


 


At the discretion of the Committee as set forth in
the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in
any other manner approved by the Committee in its sole discretion.


 


		9.3	Waiver of Restrictions



 


Subject to subsection 18.5, the Committee, in its
sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and
conditions as the Committee shall deem appropriate.


 


Section
10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS


 


		10.1	Grant of Stock Awards, Restricted Stock and Stock Units



 


The Committee may grant Stock Awards, Restricted
Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based
on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine
in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.


 


		10.2	Vesting of Restricted Stock and Stock Units



 


Upon the satisfaction of any terms, conditions and
restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions
and restrictions of Restricted Stock or Stock Units, as determined by the Committee, and subject to the provisions of Section 13:


 


(a) the shares of
Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and


 


(b) Stock Units
shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and
shares of Common Stock.


 


Any fractional shares subject to such Awards shall
be paid to the Participant in cash.


 


		10.3	Waiver of Restrictions



 


Subject to subsection 18.5, the Committee, in its
sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock
or Stock Unit under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.


 






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Section
11. PERFORMANCE AWARDS


 


		11.1	Performance Shares



 


The Committee may grant Awards of Performance Shares,
designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and
conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares of Common
Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing
the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property,
or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions
specified by the Committee. Subject to subsection 18.5, the amount to be paid under an Award of Performance Shares may be adjusted on
the basis of such further consideration as the Committee shall determine in its sole discretion.


 


		11.2	Performance Units



 


The Committee may grant Awards of Performance Units,
designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and
conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other
than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine,
including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance
goals, as established by the Committee, and other terms and conditions specified by the Committee. Subject to subsection 18.5, the amount
to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine
in its sole discretion.


 


Section
12. OTHER STOCK OR CASH-BASED AWARDS


 


Subject to the terms of the Plan and such other terms
and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common Stock
under the Plan.


 


Section
13. WITHHOLDING


 


The Company may require the Participant to pay to
the Company the amount of:


 


(a) any taxes that
the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise
of an Award (“tax withholding obligations”); and


 


(b) any amounts
due from the Participant to the Company or to any Related Company (“other obligations”).


 






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The Company shall not be required to issue any shares
of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.
The Committee may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations and other
obligations by:


 


(i) paying cash to
the Company,


 


(ii) having the Company
withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant,


 


(iii) having the
Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case
of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or


 


(iv) surrendering
a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations.


 


The value of the shares so withheld or tendered may
not exceed the employer’s minimum required tax withholding rate.


 


Section
14. ASSIGNABILITY


 


No Award or interest in an Award may be sold, assigned,
pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by a Participant
or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except
to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment
under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant.
Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code, the Committee, in its sole discretion, may permit
a Participant to assign or transfer an Award subject to such terms and conditions as the Committee shall specify.


 


Section
15. ADJUSTMENTS


 


		15.1	Adjustment of Shares



 


In the event, at any time or from time to time, a
stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders
other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in


 


(a) the outstanding
shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind
of securities of the Company or


 


(b) new, different
or additional securities of the Company or any other company being received by the holders of shares of Common Stock,


 


then the Committee shall make proportional adjustments
in


 


(i) the maximum number
and kind of securities available for issuance under the Plan;


 


(ii) the maximum
number and kind of securities issuable as Incentive Stock Options as set forth in subsection 4.2; and


 


(iii) the number
and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the
aggregate price to be paid therefor.


 






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The determination by the Committee, as to the terms
of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, the issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with
respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction
shall not be governed by this subsection but shall be governed by subsections 15.2 and 15.3, respectively.


 


		15.2	Dissolution or Liquidation



 


To the extent not previously exercised or settled,
and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not
been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.


 


		15.3	Change in Control



 


Notwithstanding any other provision of the Plan to
the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, services
or other agreement between the Participant and the Company or a Related Company, in the event of a Change in Control:


 


(a) All outstanding
Awards, other than Performance Shares and Performance Units, shall become fully and immediately exercisable, and all applicable deferral
and restriction limitations or forfeiture provisions shall lapse, immediately prior to the Change in Control and shall terminate at the
effective time of the Change in Control; provided, however, that with respect to a Change in Control that is a Company Transaction, such
Awards shall become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions
shall lapse, only if and to the extent such Awards are not converted, assumed or replaced by the Successor Company. For the purposes
of this paragraph, an Award shall be considered converted, assumed or replaced by the Successor Company if following the Company Transaction
the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to
the Company Transaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction
by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration
received in the Company Transaction is not solely common stock of the Successor Company, the Committee may, with the consent of the Successor
Company, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject thereto,
to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by
holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be
made by the Committee, and its determination shall be conclusive and binding.


 






    12


     


    

 


(b) All Performance
Shares or Performance Units earned and outstanding as of the date the Change in Control is determined to have occurred shall be payable
in full at the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any remaining Performance
Shares or Performance Units (including any applicable performance period) for which the payout level has not been determined shall be
prorated at the target payout level up to and including the date of such Change in Control and shall be payable in full at the target
level in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any existing deferrals or other restrictions
not waived by the Committee in its sole discretion shall remain in effect.


 


(c) Notwithstanding
paragraphs 15.3(a) and 15.3(b), the Committee, in its sole discretion, may (unless otherwise provided in the instrument evidencing the
Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company) instead provide
in the event of a Change in Control that is a Company Transaction


 


(i) for adjustments
to the Plan and outstanding Awards as contemplated by subsection 15.1 or


 


(ii) that a Participant’s
outstanding Awards shall terminate upon or immediately prior to such Company Transaction and that such Participant shall receive, in
exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders
of Common Stock in the Company Transaction, or, if the Company Transaction is a sale of assets or otherwise does not result in direct
receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined
by the Committee in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding Awards (to the
extent then vested and exercisable or whether or not then vested and exercisable, as determined by the Committee in its sole discretion)
exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards.


 


		15.4	Further Adjustment of Awards



 


Subject to subsections 15.2 and 15.3, the Committee
shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change
in control of the Company, as defined by the Committee, to take such further action as it determines to be necessary or advisable with
respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting
restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories
of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the action
relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution
or change in control that is the reason for such action.


 






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		15.5	No Limitations



 


The grant of Awards shall in no way affect the Company’s
right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.


 


		15.6	Fractional Shares



 


In the event of any adjustment in the number of shares
covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.


 


		15.7	Section 409A of the Code



 


Notwithstanding anything in this Plan to the contrary,


 


(a) any adjustments
made pursuant to this Section 15 or any other amendments to Awards that are considered “deferred compensation” within the
meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code and


 


(b) any adjustments
made pursuant to this Section 15 or any other amendments to Awards that are not considered “deferred compensation” subject
to Section 409A of the Code


 


shall be made in such a manner as to ensure that
after such adjustment or amendment the Awards either


 


(i) continue not
to be subject to Section 409A of the Code or


 


(ii) comply with
the requirements of Section 409A of the Code.


 


Section
16. MARKET STANDOFF


 


In the event of an underwritten public offering by
the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, no person may sell,
make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value
or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under
the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of
time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed


 


(a) 180 days after
the effective date of the registration statement for such public offering or


 


(b) such longer
period requested by the underwriter as is necessary to comply with regulatory restrictions on the publication of research reports (including,
but not limited to, NYSE Rule 472 or NASD Conduct Rule 2711).


 


In the event of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock effected
as a class without the Company’s receipt of consideration, any new, substituted or additional securities distributed with respect
to any shares issued as or pursuant to an Award under the Plan shall be immediately subject to the provisions of this Section 16, to the
same extent such shares are at such time covered by such provisions. In order to enforce the limitations of this Section 16, the Company
may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable standoff period.


 






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Section
17. AMENDMENT AND TERMINATION


 


		17.1	Amendment, Suspension or Termination



 


The Board or the Compensation Committee may amend,
suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however,
that, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment
to the Plan; and provided, further, that any amendment that requires stockholder approval may be made only by the Board and not by the
Compensation Committee. Subject to subsection 17.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.


 


		17.2	Term of the Plan



 


Unless sooner terminated as provided herein, the
Plan shall terminate 10 years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards previously
granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions. Notwithstanding
the foregoing, no Incentive Stock Options may be granted more than 10 years after the later of:


 


(a) the adoption
of the Plan by the Board and


 


(b) the adoption
by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.


 


		17.3	Consent of Participant



 


The amendment, suspension or termination of the
Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely
affect any rights under any Award theretofore granted to a Participant under the Plan. Any change or adjustment to an outstanding Incentive
Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification”
that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing,
any adjustments made pursuant to Section 15 shall not be subject to these restrictions.


 


Section
18. GENERAL


 


		18.1	No Individual Rights


 


No individual or Eligible Person shall have any claim to be granted
any Award under the Plan, and the Company has no obligation for uniformity of treatment of Eligible Persons or Participants under the
Plan. Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer
or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company
or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment
or other relationship at any time, with or without cause.


 






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		18.2	Issuance of Shares


 


Notwithstanding any other provision of the Plan, the Company shall
have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the
Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable
requirements of any securities exchange or similar entity. The Company shall be under no obligation to any Participant to register for
offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign
jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue
in effect any such registrations or qualifications if made. As a condition to the exercise of an Option or any other receipt of Common
Stock pursuant to an Award under the Plan, the Company may require:


 


(a) the Participant to represent and
warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s
own account and without any present intention to sell or distribute such shares and


 


(b) such other action or agreement
by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws.


 


At the option of the Company, a stop-transfer order against any such
shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged,
sold or otherwise transferred, unless an opinion of counsel (satisfactory to the Company, in its sole discretion) is provided stating
that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from
registration. The Committee may also require the Participant to execute and deliver to the Company a purchase agreement or such other
agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares. To the extent
the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules
of any stock exchange.


 


		18.3	Indemnification


 


Each person who is or shall have been a member of the Board, or a committee
appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified
and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred
by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which
such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid
by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any
such claim, action, suit or proceeding against such person; provided, however, that such person shall give the Company an opportunity,
at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf.
This duty to indemnify shall not apply to the extent that:


 


(a) such loss, cost, liability or
expense is a result of such person’s own willful misconduct or


 


(b) such indemnification is expressly
prohibited by statute.


 






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The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such person may be entitled under the Company’s certificate of incorporation or bylaws,
as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.


 


		18.4	No Rights as a Stockholder


 


Unless otherwise provided by the Committee or in the instrument evidencing
the Award or in a written employment, services or other agreement, no Award, other than a Stock Award, shall entitle the Participant to
any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are
the subject of such Award.


 


		18.5	Compliance with Laws and Regulations


 


In interpreting and applying the provisions of the Plan, any Option
granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock
option” within the meaning of Section 422 of the Code. Any Award granted pursuant to the Plan is intended to comply with the requirements
of Section 409A of the Code, including any applicable regulations and guidance issued thereunder, and including transition guidance, to
the extent Section 409A of the Code is applicable thereto, and the terms of the Plan and any Award granted under the Plan shall be interpreted,
operated and administered in a manner consistent with this intention to the extent the Committee deems necessary or advisable to comply
with Section 409A of the Code and any official guidance issued thereunder. Any payment or distribution that is to be made under the Plan
(or pursuant to an Award under the Plan) to a Participant who is a “specified employee” of the Company within the meaning
of that term under Section 409A of the Code and as determined by the Committee, on account of a “separation from service”
within the meaning of that term under Section 409A of the Code, may not be made before the date which is six months after the date of
such “separation from service” unless the payment or distribution is exempt from the application of Section 409A of the Code
by reason of the short-term deferral exemption or otherwise. Notwithstanding any other provision in the Plan, the Committee, to the extent
it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify
the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A of the Code;
provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with
Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted under the Plan.


 


		18.6	Participants in Other Countries or Jurisdictions


 


Without amending the Plan, the Committee may grant Awards to Eligible
Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the
Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt
such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations
of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability
of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the
Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of
the Plan.


 






    17


     


    

 


		18.7	No Trust or Fund


 


The Plan is intended to constitute an “unfunded” plan.
Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create
any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall
have any rights that are greater than those of a general unsecured creditor of the Company.


 


		18.8	Successors


 


All obligations of the Company under the Plan with respect to Awards
shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.


 


		18.9	Severability


 


If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed
or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision
shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force
and effect.


 


		18.10	Choice of Law and Venue


 


The Plan, all Awards granted thereunder and all determinations made
and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws
of the State of Nevada without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction
and venue of the state and federal courts located in the State of Nevada.


 


		18.11	Legal Requirements


 


The granting of Awards and the issuance of shares of Common Stock under
the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities
exchanges as may be required.


 


Section
19. EFFECTIVE DATE


 


The effective date (the “Effective Date”) is the date on
which the Plan is adopted by the Board. If the stockholders of the Company do not approve the Plan within 12 months after the Board’s
adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options.




 






    18


     


    

 


APPENDIX A


 


DEFINITIONS


 


“Acquired Entity” means
any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.


 


“Award” means any Option,
Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit, or other incentive payable
in shares of Common Stock as may be designated by the Committee from time to time.


 


“Board” means the Board
of Directors of the Company.


 


“Cause” means, unless
otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant
and the Company or a Related Company, dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential
information or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s
chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Committee,
whose determination shall be conclusive and binding.


 


“Change in Control” means,
unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes
of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, the occurrence
of any of the following events:


 


(a) An acquisition by any individual,
entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either:


 


(i) the then outstanding shares of
Common Stock of the Company (the “Outstanding Common Stock”) or


 


(ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting
Securities”);


 


excluding, however, the following:


 


(iii) any acquisition directly from
the Company, other than an acquisition by virtue of the exercise, exchange or conversion of any Convertible Securities unless such securities
were themselves acquired directly from the Company,


 


(iv) any acquisition by the Company;


 


(v) any acquisition by any Person pursuant
to a transaction which complies with clauses (b)(i), (b)(ii) and (b)(iii) of the definition of Company Transaction; or


 






    19


     


    

 


(b) Within any period of 24 consecutive
months, a change in the composition of the Board such that the individuals who, immediately prior to such period, constituted the Board
(such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, for purposes hereof, that any individual who becomes a member of the Board during such period, whose
election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial
assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board shall not be so considered as a member of the Incumbent Board; or


 


(c) A Company Transaction; or


 


(d) The approval by the stockholders
of the Company of a complete liquidation or dissolution of the Company, other than to an entity pursuant to a transaction which would
comply with clauses (1), (2) and (3) of the definition of “Company Transaction”, assuming for this purpose that such transaction
were a Company Transaction.


 


For purposes of the definition of “Change of Control”
and “Company Transaction”, a series of transactions undertaken with a common purpose shall be treated as a single transaction
that begins at the consummation of the first transaction in the series and ends at the consummation of the last transaction in the series.


 


“Company Transaction”
means the consummation of


 


(a) a reorganization, merger or consolidation
of the Company or


 


(b) the sale or other disposition
of all or substantially all of the assets of the Company and its direct and indirect subsidiaries taken as a whole, except in each case
a transaction pursuant to which


 


(i) all or substantially all of the
individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively,
the outstanding shares of common stock, and the combined voting power of the outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the entity resulting from such transaction (including, without limitation, an entity
which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or
through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of
the Outstanding Common Stock and Outstanding Voting Securities, as the case may be,


 


(ii) no person (other than the Company)
will beneficially own, directly or indirectly, more than twenty-five percent (25%) of, respectively, the outstanding shares of common
stock of the Company resulting from such transaction or the combined voting power of the outstanding voting securities of such Company
entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to the Company
prior to the transaction, and


 






    20


     


    

 


(iii) individuals who were members
of the Board immediately prior to the approval by the stockholders of the Company of such transaction will constitute at least a majority
of the members of the board of directors of the Company resulting from such transaction.


 


“Convertible Security”
means any security convertible into or exchangeable for shares of Common Stock of the Company, or any option, warrant or other right
to acquire shares of Common Stock of the Company.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time.


 


“Committee” has the meaning
set forth in subsection 3.2.


 


“Common Stock” means
the common stock of the Company.


 


“Company” means OptimizeRx
Corporation., a Nevada corporation, and its wholly owned subsidiaries, including OptimizeRx Corporation, a Michigan corporation, CareSpeak
Communications, Inc., a New Jersey corporation, and any other wholly owned subsidiaries that may be acquired in the future.


 


“Compensation Committee”
means the Compensation Committee (if any) of the Board.


 


“Disability” means, unless
otherwise defined by the Committee for purposes of the Plan or in the instrument evidencing an Award or in a written employment, services
or other agreement between the Participant and the Company or a Related Company, a mental or physical impairment of the Participant that
is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes
the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial
gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function
or, in the case of directors and executive officers, the Committee, whose determination shall be conclusive and binding.


 


“Effective Date” has
the meaning set forth in Section 19.


 


“Eligible Person” means
any person eligible to receive an Award as set forth in Section 5.


 


“Entity” means any individual,
entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time.


 


“Fair Market Value” means
the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last
preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as
it may establish.


 


“Grant Date” means the
later of:


 


(c) the date on which the Committee
completes the corporate action authorizing the grant of an Award or such later date specified by the Committee and


 


(d) the date on which all conditions
precedent to an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant
Date.


 






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“Incentive Stock Option”
means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes
of Section 422 of the Code or any successor provision.


 


“including”, “include”,
“includes” and words of similar import shall be construed broadly as if followed by the phrase “without limitation”.


 


“Nonqualified Stock Option”
means an Option other than an Incentive Stock Option.


 


“Option” means a right
to purchase Common Stock granted under Section 7. .


 


“Option Expiration Date”
means the last day of the maximum term of an Option.


 


“Outstanding Company Common
Stock” has the meaning set forth in the definition of “Change in Control.”


 


“Outstanding Company Voting
Securities” has the meaning set forth in the definition of “Change in Control.”


 


“Parent Company” means
a company or other entity which as a result of a Company Transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries.


 


“Participant” means any
Eligible Person to whom an Award is granted.


 


“Performance Award” means
an Award of Performance Shares or Performance Units granted under Section 11.


 


“Performance Share” means
an Award of units denominated in shares of Common Stock granted under subsection 11.1.


 


“Performance Unit” means
an Award of units denominated in cash or property other than shares of Common Stock granted under subsection 11.2.


 


“Plan” means this OptimizeRx
Corp. 2013 Incentive Plan.


 


’‘Related Company”
means any entity that is directly or indirectly controlled by, in control of or under common control with the Company.


 


“Restricted Stock” means
an Award of shares of Common Stock granted under Section 10. , the rights of ownership of which are subject to restrictions prescribed
by the Committee.


 


“Retirement” means, unless
otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant
and the Company or a Related Company, retirement as defined for purposes of the Plan by the Committee or the Company’s chief human
resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date the
Participant reaches “normal retirement age” as that term is defined in Section 411(a)(8) of the Code.


 


“Securities Act” means
the Securities Act of 1933, as amended from time to time.


 






    22


     


    

 


“Stock Appreciation Right”
or “SAR” means a right granted under subsection 9.1 to receive the excess of the Fair Market Value of a specified number
of shares of Common Stock over the grant price.


 


“Stock Award” means an
Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed
by the Committee.


 


“Stock Unit” means an
Award denominated in units of Common Stock granted under Section 10.


 


“Substitute Awards” means
Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired
Entity.


 


“Successor Company” means
the surviving company, the successor company or Parent Company, as applicable, in connection with a Company Transaction.


 


“Termination of Service”
means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or
involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination
of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief
human resources officer or other person performing that function or, with respect to directors and executive officers, by the Committee,
whose determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the
Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Committee determines
otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an
entity that has ceased to be a Related Company. A Participant’s change in status from an employee of the Company or a Related Company
to a consultant, advisor or independent contractor of the Company or a Related Company or a change in status from a consultant, advisor
or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered
a Termination of Service.


 


“Vesting Commencement Date”
means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.


 






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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS


SUMMARY PAGE


 


	Date
                                            of Board

    Action
	Action	Section/Effect

    of Amendment
	Date
                                            of Shareholder

    Approval

	 	 	 	 
	June
    14, 2013	Initial
    Plan Adoption	 	June
    14, 2013
	March,
    2016	Increase
    Authorized Shares under the Plan	Section
    4.1; increase to 4,000,000 shares	 
	February
    1, 2018	Increase
    Authorized Shares under the Plan	Section
    4.1: increase to 5,500,000 shares	 
	 

    May 2018
	1
    for 3 reverse stock split	Section
    4.1 share allowance of 5,500,000 adjusted to 1,833,333 shares by operation of Section 15.1	 
	January
    11, 2019	Increase
    Authorized Shares under the Plan	Section
    4:1: increase to 2,500,000 shares	November
    4, 2019
	March
    5, 2020	Increase
    Authorized Shares under the Plan	Section
    4.1: increase to 3,000,000 shares	November
    19, 2020
	March
    2, 2020	Increase
    Authorized Shares under the Plan	Section
    4.1: increase to 6,000,000 shares	 


 


 


 


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