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UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

OPTIMIZERX CORPORATION,

Plaintiff,

Civil Action No.:

-vsHon.

SHADRON STASTNEY,

Defendant.

/

JOSEPH P. MCGILL (P43770)

Foley, Baron, Metzger & Juip, PLLC

Attorneys for Plaintiff

38777 Six Mile Road, Suite 300

Livonia, MI 48152

(734) 742-1800

Email: jmcgill@fbmjlaw.com

/

COMPLAINT

For its Complaint against Defendant, Plaintiff hereby states as

follows:

PARTIES AND JURISDICTION

1. Plaintiff OptimizeRx Corporation ("OptimizeRx") is a corporation

organized under the laws of the State of Nevada, with its principal place of

business in the City of Rochester, County of Oakland, State of Michigan.

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2. Upon information and belief Defendant Shadron Stastney

(“Stastney”) is an individual residing in the State of New Jersey, whose acts

and omissions have had foreseeable effects in the State of Michigan that

render him subject to the jurisdiction of this Court.

3. Venue is proper in United States District Court for the Eastern

District of Michigan.

JURISDICTION AND VENUE

4. This Court has subject matter jurisdiction over this matter

pursuant to 28 U.S.C. §1332(a) because this is a civil action between

citizens of different states and the amount in controversy exceeds the sum

or value of $75,000.00, exclusive of interest and costs.

5. This Court may determine the rights of the instant litigants

pursuant to 28 U.S.C. 2201 (declaratory relief).

6. This Court has subject matter jurisdiction over this matter

pursuant to 28 U.S.C. 1331 (federal question) because this is a civil action

involving determination of rights pursuant to The Securities Acts of 1933

and 1934 and their progeny.

7. There is complete diversity between the parties because Plaintiff

is a citizen of the State of Nevada and Defendant is a citizen of the State of

New Jersey.

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8. Venue is proper pursuant to 28 U.S.C. §1391(b)(2) because a

substantial portion of the events or omissions giving rise to this claim

occurred in this judicial district, to wit, Oakland County.

GENERAL ALLEGATIONS

9. At all times relevant hereto, OptimizeRx has engaged in the

business of developing and marketing health care technology and services.

10. On or about in January 14, 2013, OptimizeRx entered into an

employment agreement with Stastney, which was amended on or about

August 14, 2013 (collectively, the "Employment Agreement").

11. As a result of the Employment Agreement, OptimizeRx and

Stastney agreed to enter into an "Option Agreement", whereby Mr.

Stastney would acquire two million (2,000,000) shares of OptimizeRx's

common stock at an exercise price per share of $1.00, with a term of 5

years.

12. The option would immediately vest, but would not be

exercisable until the later of (i) January 1, 2014, and (ii) the date on

which a related financing tranche had been fully redeemed.

13. All of these agreements collectively, including the

Employment Agreement and any other agreements, arrangements or

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understandings that existed between OptimizeRx and Stastney are

herein referred to as the "Stastney Agreements".

14. By execution of a Separation Agreement dated September

13, 2013, OptimizeRx and Stastney, without any admission of liability,

settled with finality and release all claims, demands and causes of action

Stastney has or could assert against OptimizeRx, whether arising out of

the Stastney Agreements and/or the termination of the Employment

Agreement or any of the Stastney Agreements, including, without

limitation, the right to any notice of termination or payment in lieu, or any

condition or benefit of employment or otherwise (“Separation

Agreement”) (see Exhibit A).

15. The Separation Agreement provided for the following

payment terms:

The Company and Stastney hereby agree that the Company

shall, in exchange for the release contained herein, issue to

Stastney five hundred thousand (500,000) shares of the

Company's common stock (the "Shares"). The Company

agrees to issue half of the Shares within five (5) business

days of the Termination Date and the remaining half of the

Shares no later than January 1, 2014. The Company agrees

to, within sixty (60) days of January 1, 2014 and, if

permitted under the securities laws, file a Form S-8

registration statement with the Securities and Exchange

Commission to register the Shares for resale.

In addition, for the release contained herein, the Company will

pay to Stastney one hundred and twenty six thousand seven

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hundred and sixty two dollars ($126,762) within fourteen (14)

business days of the Termination Date. The Company shall

also reimburse Stastney for any reasonable unpaid out of

pocket expenses within fourteen (14) business days of the

Termination Date.

See Exhibit A, paragraph 1, emphasis added.

16. OptimizeRx has completed all of its payment obligations to

Stastney.

17. On September 10, 2014, Shadron Stastney sent by email to

OptimizeRx a demand for the shares referenced in the Separation

Agreement to be registered for re-sale by filing a Form S-8 with the U.S.

Securities and Exchange Commission. Stastney also complained about

being omitted from an S-1 filed recently by OptimizeRx with the U.S.

Securities and Exchange Commission.

18. Pursuant to the Separation Agreement, Stastney claims that the

refusal of OptimizeRx to file said Form S-8 and/or include him on the

referenced S-1 constitute a violation of the Separation Agreement.

19. Pursuant to paragraph 6 of the Separation Agreement and

Defendant’s subsequent admission, the services he provided to

OptimizeRx during the sixty (60) day time period agreed to in the

Separation Agreement (to wit: January 1, 2014 through March 2, 2014)

were as a consultant to OptimizeRx in connection with the sale of securities

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in a capital raising transaction. As a result, the filing of a Form S-8 with the

U.S. Securities and Exchange Commission was not “permitted under the

Securities law” and relieved OptimizeRx of the obligation to do so. (See

Exhibit A, paragraph 6). See generally Securities Acts of 1933 and 1934 et

seq.

20. Stastney also claims damages in the amount of $325,000.00.

21. The claims made by and on behalf of Stastney are false, and

Stastney knew or should have known that said demands were false or

knew that they lacked sufficient basis to be made.

22. Plaintiff has been damaged as a result of being forced to file a

lawsuit against Stastney to protect its respective rights and interests

against the above-described demands and therefore are entitled to

attorney's fees and costs in addition to the relief sought herein.

FIRST CAUSE OF ACTION

(Declaratory Relief)

23. Plaintiff incorporates the allegations contained in all prior

paragraphs of this Complaint as though fully set forth herein.

24. Defendant has affirmatively asserted the claims against

OptimizeRx, as alleged herein (collectively, the "Claims"), which Claims are

false and without basis in law or in fact.

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25. There is an actual controversy between OptimizeRx, on one

hand, and Defendant, on the other hand, regarding the Claims alleged by

Stastney against OptimizeRx.

26. The Court may declare the rights and other legal relations of

the parties to this action and enter further necessary or proper relief based

on its declaratory judgment.

27. As discussed above, Defendant has asserted the Claims

against, and demanded relief from, OptimizeRx without legal or equitable

basis.

28. Plaintiff is entitled to declarations by the Court that the abovedescribed Claims are null, void, and invalid and that Defendant is not

entitled to the relief demanded as set forth herein .

SECOND CLAIM FOR RELIEF

(Preliminary and Permanent Injunction)

29. Plaintiffs incorporate the allegations contained in all prior

paragraphs of this Complaint as though fully set forth herein.

30. Pursuant to paragraph 7 of the Separation Agreement,

Defendant has previously admitted that OptimizeRx will be irreparably

harmed by Shastney’s violation of any of the covenants or agreements

contained in the Separation Agreement. Defendant has further confessed

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that in the event of such violations, OptimizeRx shall have the right to

pursue injunctive relief, and all other forms of relief.

31. Defendant’s Claims and the associated relief demanded by

Defendant will result in irreparable harm to Plaintiff for which there is no

adequate remedy at law.

32. On the basis of the facts described above, Plaintiff enjoys a

reasonable probability of success on the merits of its claims.

33. Plaintiff is entitled to a preliminary and permanent injunction

barring Defendant from pursuing the Claims and the associated relief

demanded by Defendant pending final adjudication of this action.

WHEREFORE, Plaintiff prays for judgment against Defendant as

follows:

A. For a declaration by the Court that the Claims are null, void,

and invalid, and that Defendant is not entitled to any of the

associated demanded relief;

B. For issuance of a preliminary and permanent injunction barring

Defendant from pursuing his Claims and associated demanded

relief pending final adjudication of this action;

C. For interest, costs of collection, and reasonable attorneys' fees

as permitted by contract and/or applicable law; and

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D. For such other and further relief as the Court deems just and

appropriate.

Respectfully submitted,

FOLEY, BARON, METZGER & JUIP, PLLC

Dated: September 17, 2014 By: /s/Joseph P. McGill

Joseph P. McGill (P43770)

Attorneys for Plaintiff

38777 Six Mile Road, Suite 300

Livonia, Michigan 48152

(734) 742-1825

Email: jmcgill@fbmjlaw.com

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