Exhibit 10.1


 


Separation
and Stock Purchase Agreement dated May 11, 2017 by and between OptimizeRx Corporation, 400 Water St, Suite 200 Rochester, Michigan
48307 (“Buyer”) and David Harrell (“Seller”).


 


For
good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:


 


		1.	Seller
                                         shall sell to Buyer and Buyer shall purchase from Seller five hundred thousand (500,000)
                                         shares of the common stock, $.001 par value, of OptimizeRx Corporation (“Shares”)
                                         at a price of $0.78 per share for an aggregate price of ($390,000)(“Purchase
                                         Price”).



 


		2.	As
                                         soon as practical following the execution hereof, Seller shall deliver to Buyer one or
                                         more certificates representing the Shares duly endorsed by Seller for transfer to Buyer,
                                         whereupon Buyer shall electronically transfer the Purchase Price to the account specified
                                         by Seller in accordance with the transfer instructions provided by Seller. The purchase
                                         and sale of the Shares shall be deemed consummated for all purposes when Buyer’s
                                         electronic transfer of the Purchase Price to Seller is delivered.



 


		3.	Seller
                                         is responsible for and shall timely pay all taxes associated with the sale of the Shares
                                         to Buyer and Buyer has no obligation to pay same or to reimburse Buyer therefor.



 


		4.	Seller
                                         represents and warrants that:



 


		a.	Seller
                                         has, and will transfer to Buyer, good and marketable title to the Shares, free and clear
                                         of all liens, claims and encumbrances;



 


		b.	This
                                         Agreement has been duly executed and delivered by Seller, and constitutes his valid and
                                         binding agreement enforceable in accordance with its terms;



 


		c.	Seller’s
                                         execution, delivery and performance of this Agreement (a) require no action by or in
                                         respect of, or filing with, or consent of, any governmental body, agency or official
                                         or any other person and (b) do not contravene, or constitute a default under, any provision
                                         of applicable law or regulation or of any agreement, judgment, injunction, order, decree
                                         or any other instrument binding on him;



 


		d.	Seller
                                         is a sophisticated individual familiar with transactions similar to those contemplated
                                         by this agreement, has considerable knowledge and experience in financial and business
                                         matters, and is capable of evaluating the merits and risks of the transaction described
                                         herein;



 


		e.	Seller
                                         has evaluated the merits and risks of selling the Shares on the terms set forth in this
                                         Agreement, and is willing to forego through such sale the potential for future economic
                                         gain (or loss) that might be realized from the Shares;



 






     


     


    

 


		f.	Seller
                                         (a) has negotiated this agreement on an arms-length basis and has had an opportunity
                                         to consult with legal and financial advisors concerning this agreement and its subject
                                         matter and (b) as a member of Buyer’s board of directors, has had access to such
                                         information regarding the business and finances of the Buyer and such other matters with
                                         respect to Buyer as requested and as a reasonable person would consider in evaluating
                                         the transactions contemplated hereby, including, in particular, all information necessary
                                         to determine the fair market value of the Shares and the financial statements of Buyer
                                         for all relevant periods.



 


		5.	Seller
                                         acknowledges that:



 


		a.	Buyer
                                         is not acting as a fiduciary or financial or investment adviser to Seller, and has not
                                         given Seller any investment advice, opinion or other information on whether the sale
                                         of the Shares is prudent; and



 


		b.	The
                                         price for the Shares may significantly appreciate or depreciate over time and by agreeing
                                         to sell the Shares pursuant to this Agreement, Seller is giving up the opportunity to
                                         sell or otherwise realize value from the Shares at a possible higher price in the future.



 


		6.	Buyer
                                         represents and warrants that:



 


		a.	This
                                         Agreement has been duly executed and delivered by Buyer, and constitutes its valid and
                                         binding agreement enforceable in accordance with its terms;



 


		b.	This
                                         Agreement and the purchase of the Shares have been authorized by the Buyer’s board
                                         of Directors;



 


		c.	Buyer’s
                                         execution, delivery and performance of this Agreement (a) require no action by or in
                                         respect of, or filing with, or consent of, any governmental body, agency or official
                                         or any other third party and (b) do not contravene, or constitute a default under, any
                                         provision of applicable law or regulation or of any agreement, judgment, injunction,
                                         order, decree or any other instrument binding on it.



 


		7.	The
                                         Harrell Corporate Consulting Agreement dated May 5, 2016 between Buyer and Seller shall
                                         terminate on July 31, 2017 but otherwise remains in full force and effect until that
                                         date. No compensation shall be due or payable thereafter to Seller under such agreement.



 


		8.	Effective
                                         June 30, 2017, Seller resigns from the Buyer’s board of directors.



 


		9.	The
                                         Separation Agreement and Release dated May 5, 2016 between Buyer and Seller remains in
                                         full force and effect.



 


		10.	The
                                         Consultant Confidentiality, Invention Assignment and Non-Compete Agreement dated May
                                         5, 2016 between Seller and Buyer remains in full force and effect.



 






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		11.	The
                                         parties’ obligations under this Agreement, which by their nature are intended to
                                         continue beyond the termination or expiration of this Agreement, will survive the termination
                                         or expiration of this Agreement.



 


		12.	All
                                         notices and communications hereunder will be deemed given when mailed by certified or
                                         registered mail, postage prepaid to a party at the address set forth above or such other
                                         address as the party may designate in writing to the other from time to time.



 


		13.	This
                                         agreement is governed by Michigan law.



 


		14.	A
                                         party’s failure to insist on performance of any term or condition of this Agreement
                                         or to exercise any right or privilege hereunder will not be construed as a waiver of
                                         such term, condition, right, or privilege in the future



 


		15.	The
                                         parties may execute this agreement in multiple counterparts, each of which constitutes
                                         an original, and all of which, collectively, constitute only one agreement. The signatures
                                         of all of the parties need not appear on the same counterpart, and delivery of an executed
                                         counterpart signature page by facsimile or other electronic means is as effective as
                                         executing and delivering this Agreement in the presence of the other parties to this
                                         Agreement.



 


		16.	This
                                         agreement is entire and complete as to all of its terms and supersedes all previous agreements,
                                         promises, proposals and representations made between the parties, including any oral
                                         or written representations made by any representatives and/or agents of a party or any
                                         marketing materials, advertising or other media. No modification or amendment of this
                                         Agreement will be binding unless agreed to in writing and signed by both parties.



 


In
Witness Whereof, the parties have signed and delivered this agreement as of the date first above written.


 


OptimizeRx
Corporation


 


	By: 	 	 
	 	 	 
	 	 	 
	David Harrell	 




 


 


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