optimizerx_s1-ex0401.htm


    EXHIBIT
4.1

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE
OF DESIGNATION, PREFERENCES,

    AND
RIGHTS OF

    SERIES
A CONVERTIBLE PREFERRED STOCK

     

    OF

     

    OPTIMIZERx
CORPORATION

    


    OptimizeRx
Corporation, a Nevada corporation (the "Corporation"), does
hereby certify that, pursuant to authority conferred on the
Board of Directors
of the Corporation by the Articles of Incorporation of the
Corporation, as amended, and pursuant to the provisions of the Nevada Revised
Statutes, the Board of Directors duly adopted a resolution as of September 5,
2008, providing for the designation, preferences and relative, participating,
optional or other rights, and qualifications, limitations or restrictions
thereof, of one thousand (1,000) shares of the Corporation's Preferred Stock,
which resolution is as follows:

    


    RESOLVED,
that pursuant to the authority granted to and vested in the Board of Directors
of the Corporation in accordance with the provisions of the Articles of
Incorporation, as amended, of the Corporation, the Board hereby provides for the
issue of a series of Preferred Stock, par value $.001 per share, to be
designated Series A Convertible Preferred Stock of the Corporation (the "Series A Preferred
Stock"), consisting of one thousand (1,000) shares, and hereby fixes such
designation and number of shares, and the powers, preferences and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions thereof as set forth below, and that the officers of the
Corporation, and each acting singly, are hereby authorized, empowered and
directed to file with the Secretary of State of the State of Nevada a
Certificate of Designation, Preferences, and Rights of the Series A Convertible
Preferred Stock (the "Certificate"), as
such officer or officers shall deem necessary or advisable to carry out the
purposes of this Resolution.

    


    The
preferences, privileges and restrictions granted to or imposed upon the
Corporation's Series A Preferred Stock, or the holders thereof, are as
follows:

    


    
      
        	
                      1.   

              	
                Designation.
      This series shall be designated as Series A Convertible Preferred Stock
      (the "Series A
      Preferred Stock"), to consist of One Thousand (1,000) shares, par
      value $.001 per share, with a mandatory redemption date of September 5,
      2010 (the "Maturity
      Date").

              


      
 

    
      
        	
                      2.   

              	
                Rank. The
      Series A Preferred Stock shall rank (i) prior to the Corporation's common stock, par
      value $.001 per share (the "Common Stock");
      (ii) prior to any class or series of capital stock of the Corporation
      hereafter created that does not, by its terms, rank senior to or pari
      passu with the Series A Preferred Stock (each security described in (i)
      through (ii), a
      "Junior Security" and
      collectively, the "Junior
      Securities"); (iii) pari passu with any class or series of capital
      stock of the Corporation hereafter created that, by its terms, ranks on
      parity with the Series A Preferred Stock (the "Pali Passu
      Securities"); and (iv) junior to any class or series of capital
      stock of the Corporation hereafter created that, by its terms, ranks
      senior to the Series A Preferred Stock (collectively, the "Senior
      Securities"), in each case as to distribution of assets upon liquidation,
      dissolution or winding up of the Corporation, whether voluntary or
      involuntary and payment of dividends on shares of equity securities. For
      purposes of this Certificate of Designation, "Issuance Date"
      means, with respect to any share of the Corporation's capital stock, the
      date such share was originally issued by the Corporation. The Issuance
      Date shall be deemed to be the date on which the Corporation initially
      issues a share regardless of the number of transfers of such share
      recorded on the stock records maintained by or for the Corporation and
      regardless of the number of certificates which may be issued to evidence
      such share. 

              


      

    

    
    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                      3.   

              	
                Stated Value.
      The stated value of the Series A Preferred Stock shall be One Hundred
      Thousand Dollars ($100,000) per share (the "Stated
  Value").

              


      

    

    


    
      	
                    4.       
      

            	
              Cumulative Preferred
      Dividends.

            


    

     

    
      
        	
                          4.1  

              	
                Beforeany dividends shall be
      paid or set aside for payment on any Junior Security of the
      Corporation, each holder of the Series A Preferred Stock (each a "Holder" and
      collectively, the "Holders") shall
      be entitled to receive dividends payable on the Stated Value of the Series
      A Preferred Stock at a rate of 10% per annum, which shall be cumulative,
      accrue daily from the Issuance Date and be due and payable on the first
      day of September and February of each year (each a "Dividend
      Date"). Such dividends shall accrue whether or not declared, and
      the accumulation of unpaid dividends shall bear interest at a rate of 10%
      per annum. If a Dividend Date is not a business day, then the dividend
      shall be due and payable on the business day immediately following such
      Dividend Date.

              


      

    

    


    
      
        	
                          4.2  

              	
                Dividends
      on the Series A Preferred Stock are payable, at the Corporation's option
      in (a) cash or (b) shares of the Corporation's Common Stock that are
      eligible for public resale by the Holder under an effective registration
      statement covering such shares; provided, however, the Corporation shall
      not be permitted to issue registered shares of Common Stock as dividend
      payments in the event that the Market Price (defined below) is less than
      $0.50. The Corporation shall provide irrevocable written notice to the
      Holder of the form of the dividend payment at least thirty (30) days prior
      to a Dividend Date. If no such notice is provided at least thirty (30)
      days prior to a Dividend Date, the Corporation must make the dividend
      payment in cash. In addition, the Corporation must make dividend payments
      in cash if it is unable to make dividend payments in shares of Common
      Stock that are eligible for public resale by the Holder under an effective
      registration statement covering such shares. The number of shares of
      Common Stock to be issued as payment of a dividend shall be determined by
      dividing (i) the total amount of the dividend to be paid in Common Stock
      by (ii) ninety percent (90%) of the Market Price (as defined below) of the
      Corporation's Common Stock for the five (5) days immediately preceding the
      applicable ex-dividend date.

              


      

    

     

    
      
        	
                          4.3  

              	
                The
      term "Market Price"
      means, for any date, (i) the average closing price of the Common Stock for
      the five-(5) day period prior to such date on the OTC Bulletin Board as
      reported by Bloomberg Financial L.P. (based on a trading day from 9:30
      a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the Common Stock is
      not then listed or quoted on the OTC Bulletin Board and if prices for the
      Common Stock are then reported in the "Pink Sheets" published by the Pink
      Sheets, LLC (or a similar organization or agency succeeding to its
      functions of reporting prices), the average closing price of the Common
      Stock for the five-(5) day period prior to such date so reported; or (iii)
      in all other cases, the fair market value of a share of Common Stock as
      determined by an independent appraiser or other Eligible Market on which
      the Common Stock trades selected in good faith by the Holder and reasonably
      acceptable to the
Corporation.

              


      

    

     

    
      
        
        

      

      
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                          4.4  

              	
                Dividends
      shall be payable to holders of record, as they appear on the stock books
      of the Corporation on such record dates as may be declared by the Board of
      Directors, not more than sixty (60) days, nor less than ten (10) days
      preceding the payment dates of such dividends. If the dividend on the
      Series A Preferred Stock shall not have been paid or set apart in full for
      the Series A Preferred Stock when payable, the aggregate deficiency
      shall be
      cumulative and shall be fully paid or set apart for payment before any
      dividends shall be paid upon or set apart for, or any other distributions
      paid made on, or any payments made on account of the purchase, redemption
      or retirement of, the Common Stock or any other Junior Security. When
      dividends are not paid in full upon the shares or fractions of a share of
      Series A Preferred Stock and any other Pari Passu Security, all dividends
      declared upon this series and any other Pari Passu Security shall be
      declared, pro rata, so that the amount of dividends declared per share or
      fraction of a share on this Series A Preferred Stock and such other Pari
      Passu Security shall in all cases bear to each other the same rates that
      accrued dividends per share on the shares of Series A Preferred Stock and
      such other Pari Passu Security bear to each
      other.

              


      

    

     

    
      
        
          
            	
                          5.       
      

                  	
                    Liquidation
      Rights. In the event of any liquidation, dissolution or winding up
      of the affairs of the Corporation, whether voluntary or involuntary (each
      of which is hereinafter referred to as a "Liquidation
      Event"), and before any distribution shall be made to the holders
      of any shares of any Junior Security of the Corporation, the holders of
      shares of Series A Preferred Stock then outstanding shall be entitled to
      be paid out of the assets of the Corporation available for distribution to
      its stockholders an amount per share equal to the Stated Value of the
      Series A Preferred Stock plus the aggregate amount of accumulated but
      unpaid dividends on each share of Series A Preferred Stock. If, upon a
      Liquidation Event, the assets of the Corporation, or proceeds thereof, to
      be distributed among the holders of the Series A Preferred Stock are
      insufficient to permit payment in full to such Holders of the aggregate
      amount that they are entitled to be paid by their terms, then the entire
      assets, or proceeds thereof, available to be distributed to the
      corporation's stockholders shall be distributed to the holders of the
      Series A Preferred
      Stock ratably in accordance with the respective amounts that would be
      payable on such shares if all amounts payable thereon were paid in full.
      Prior to the Liquidation Event, the corporation shall declare for payment
      all accrued and unpaid dividends with respect to the Series A Preferred
      Stock but only to the extent of funds of the Corporation legally available
      for the payment of dividends. For the purpose of this Section 5, a
      consolidation or merger of the Corporation with any other corporation, or
      the sale, transfer or lease of all or substantially all of its assets,
      shall not constitute or be deemed a Liquidation
  Event.

                  


          

        

         

        
          	
                        6.       
      

                	
                  Voting
      Rights.

                


        

      

    

    


    
      
        	
                          6.1  

              	
                Except
      as otherwise required by law, the Holders of shares of Series A Preferred
      Stock shall be entitled to vote on all matters submitted to a vote of
      theshareholders of the
      Corporation and
      shall have such
      number of
      votes equal to the number of shares of Common Stock into which such
      Holders' shares of Series A Preferred Stock are convertible pursuant to
      the provisions hereof and subject to the limitations on conversion
      contained herein, at the record date for the determination of shareholders
      entitled to vote on such matters or, if no such record date is
      established, at the date such vote is taken or any written consent of
      shareholders is solicited. Except as otherwise required by law, the
      holders of shares of Series A Preferred Stock and Common Stock shall vote
      together as a single class, and not as separate
  classes.

              


      

    

     

    
      
        
        

      

      
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                          6.2  

              	
                In
      the event that the Holders of the Series A Preferred Stock are required to
      vote separately as a class, the affirmative vote of holders of a majority
      of the outstanding shares of Series A Preferred Stock shall be required to
      approve each such matter to be voted upon, and if any matter is approved
      by such requisite percentage of holders of Series A Preferred Stock, such
      matter shall bind all Holders of Series A Preferred
  Stock.

              


      

    

    


    
      	
                    7.  

            	
              Conversion
      Rights.

            


    

     

    
      	
                        7.1  

            	
              Conversion.

            


    

     

    
      
        	
                              (a)  

              	
                Optional
      Conversion. Each share of Series A Preferred Stock shall be
      convertible at the option of the Holder into that number of shares of
      Common Stock of the Corporation equal to (a) the
      Stated Value of such share of Series A Preferred Stock divided by (b) a
      per share price of the Common Stock of $1.00 per share (the "Conversion
      Price"). A Holder may effect a conversion under this Section 7.1 at
      any lime after the earlier of (x) the time that the United States
      Securities and Exchange Commission declares effective a registration
      statement registering the shares of Common Stock to be sold by the Holder
      that underlie the shares of Series A Preferred Stock held by such Holder
      (the "Conversion
      Shares") and (y) the time such Conversion Shares are eligible for
      resale by the Holder pursuant to Rule 144 under the Securities Act of
      1933, as amended, (the "Conversion
      Eligibility
      Date"). The Conversion Price is subject to adjustment as
      hereinafter provided, at any time or from time to time upon the terms and in
      the manner herein
      after set forth
      in Paragraph 7.3.

              


      

    

     

    
      	
                            (b)     

            	
              Forced
      Conversion.

            


    

    


    
      
        	
                                  (i)  

              	
                If
      after the Conversion Eligibility Date the Market Price for the Common
      Stock for any ten (10) consecutive Trading Days exceeds $2.00 (subject to
      adjustment for reverse and forward stock splits, stock combinations and
      other similar transactions of the Common Stock that occur after the date
      hereof) and the average daily trading volume for the Common Stock during
      such ten-(10) day period exceeds 100,000 shares (such period the
      "Threshold
      Period"), the Company may, at any time after the fifth (5th)
      Trading Day after the end of any such period, deliver a notice to the
      Holder (a "Forced Conversion
      Notice" and the date such notice is received by the Holder, the
      "Forced
      Conversion Notice Date")
      to cause the Holder to immediately
      convert all and not less than all of the Stated Value of the shares Held by such Holder plus
      accumulated and unpaid dividends at the then current Conversion
      Price (a "Forced Conversion").
      The Company may only effect a Forced Conversion Notice if all of the
      conditions specified in Subsection (b)(i) below are met through the
      applicable Threshold Period until the date of the applicable Forced
      Conversion and through and including the date such shares of Common Stock
      are issued to the Holder.

              


      

       

      
        
          
          

        

        
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                                  (ii)     
      

              	
                The
      Company may effect a Forced Conversion if at such time the conditions
      below are satisfied: (A) there is an effective registration statement
      covering the resale of the shares of Common Stock issuable on conversion
      of the shares of Series A Preferred Stock held by the Holder, or,
      alternatively, such shares are saleable by the Holder under the provisions
      of Rule 144 promulgated under the Securities Act of 1933, as amended
      ("Rule 144"), without regard to the volume or manner of sale limitations
      contained therein (and, if requested by the Holder, legal counsel to the
      Corporation provides a legal opinion to the Holder that such shares may be
      so resold by the Holder under Rule 144), and (B) the Common Stock of the
      Company, including the Conversion Shares to be issued on the Forced
      Conversion Date, are eligible for trading on a market tier of the OTC or
      other Eligible Market.

              


      

    

    
      
         

      

    

    
      	
                        7.2  

            	
              Conversion
      Procedures.

            


    

     

    
      
        	
                              (a)   

              	
                In
      order to convert any share of Series A Preferred Stock into Common Stock,
      the holder thereof shall (i) surrender the certificate or certificates for
      such shares of Series A Preferred Stock, duly endorsed to the Corporation
      or in blank, to the Corporation at its principal office or at the office
      of the transfer agent maintained for such purposes, (ii) give written
      notice to the Corporation at such office that such Holder elects to
      convert such shares of Series A Preferred Stock, in the same form as Exhibit I (the
      "Conversion Notice") and (iii) state
      in writing therein the name or names in which such holder wishes the
      certificate or certificates for shares of Common Stock to be issued. Each
      conversion shall be deemed to have been effected at the close of business
      on the date on which the Corporation or such
      transfer agent shall have received such surrendered Series A Preferred
      Stock certificate(s), and the person or persons in whose name or names any
      certificate or certificates for shares of Common Stock shall be issuable
      upon such conversion shall be deemed to have become the record holder or
      holders of the shares represented thereby on such date (the "Conversion
      Date"). No fractional shares or scrip representing fractional
      shares will be issued upon any conversion, but an adjustment in cash will
      be made, in respect of any fraction of a share which would otherwise be
      issuable upon the conversion of the Series A Preferred
    Stock.

              


      

    

     

    
      
        	
                              (b)   

              	
                Upon
      receipt by the Corporation of copy of a Conversion Notice, as shown in
      Exhibit
      I, the Corporation shall (i) as soon as practicable, but in any
      event within one (1) Trading Day after receipt of such Conversion Notice,
      send, via facsimile, a confirmation of receipt of such Conversion Notice
      to such Holder and the Corporation's transfer agent, which confirmation
      shall constitute an instruction to the transfer agent to process such
      Conversion Notice in accordance with the terms herein. Not later than
      three (3) Trading Days after any Conversion Date (the "Delivery
      Date"), the Corporation or its designated transfer agent, as
      applicable, shall (A) issue and deliver to the address as specified in the
      Conversion Notice, a certificate, registered in the name of the holder or
      its designee, for the number of shares of Common Stock to which the holder
      shall be entitled, or (B) provided the transfer agent is participating in
      The Depository Trust Corporation ("DTC") Fast Automated Securities
      Transfer Program, upon the request of the Holder, credit such aggregate
      number of shares of Common Stock to which the Holder shall be entitled to
      the Holder's or its designee's balance account with DTC through its
      Deposit Withdrawal Agent Commission system. If the number of shares of
      Series A Preferred Stock represented by the Series A Preferred Stock
      Certificate(s) submitted for conversion, is greater than the number of
      shares of Series A Preferred Stock being converted, then the Corporation
      shall, as 

              


      

    

     

    
      
        
        

      

      
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              soon as
      practicable and in no event later than three (3) Trading Days after
      receipt of the Series Preferred Stock Certificate(s) (the "Preferred
      Stock Delivery Date")
      and at its own expense, issue and deliver to the holder a new Series A
      Preferred Stock Certificate representing the number of shares of Series A
      Preferred Stock not converted. If in the case of any Conversion Notice
      such certificate or certificates are not delivered to or as directed by
      the applicable Holder by the Delivery Date, the Holder shall
      be entitled by written notice to the Corporation at any time on or before
      its receipt of such certificate or certificates thereafter, to rescind
      such conversion, in which event the Corporation shall immediately return
      the Series A Preferred Stock Certificate(s) tendered for conversion,
      whereupon the Corporation and the Holder shall each be restored to their
      respective positions immediately prior to the delivery of such notice of
      revocation, except that any amounts described in Sections 7.2(c) and (d)
      shall be payable through the date notice of rescission is given to the
      Corporation. 

            
	 	 
	
                            (c)       

            	
              The
      Corporation understands that a delay in the delivery of the shares of'
      Common Stock upon conversion of Series A Preferred Stock beyond the
      Delivery Date could result in economic loss to the Holder. If the
      Corporation fails to deliver to the Holder such shares via DWAC or a
      certificate or certificates pursuant to this Section by the Delivery Date,
      the Corporation shall pay to the Holder, in cash, as partial liquidated
      damages and not as a penalty, for each $500 of Series A Preferred Stock to
      be converted (based on the Stated Value), $10 per Trading Day (increasing
      to $15 per Trading Day five (5) Trading Days after such damages have begun
      to accrue and increasing to $20 per Trading Day ten (10) Trading Days
      after such damages have begun to accrue) for each Trading Day after the
      Delivery Date until such Common Stock certificate is delivered.
      Notwithstanding the foregoing, the Holder shall not be entitled to the
      damages set forth herein for the delay in the delivery of the shares of
      Common Stock upon conversion of the Series A Preferred stock, if such
      delay is due to causes which are beyond the reasonable control of the
      Corporation,
      including, but not limited to, acts of God, acts of civil or military
      authority, fire, flood, earthquake,
      hurricane, riot, war, terrorism, sabotage and/or governmental
      action, provided that the Corporation: (i) gives the Holder prompt notice
      of each such cause; and (ii) uses reasonable efforts to correct such
      failure or delay in its performance. Nothing herein shall limit a Holder's
      right to pursue actual damages for the Corporation's failure to deliver
      certificates, and the Holder shall have the right to pursue all remedies
      available to it at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief. Notwithstanding anything to the
      contrary contained herein, the Holder shall be entitled to withdraw a
      Conversion Notice, and upon such withdrawal the Corporation shall only be
      obligated to pay the liquidated damages
      accrued in accordance with this Section through the date the
      Conversion Notice is withdrawn.

            


    

     

    
      
        	
                              (d)  

              	
                In
      addition to any other rights available to the Holder, if the Corporation
      fails to cause its transfer agent to transmit to the Holder a certificate
      or certificates representing the shares of Common Stock issuable upon
      conversion of the Series A Preferred Stock on or before the Delivery Date,
      and if after such date the Holder is required by its broker to purchase
      (in an open market transaction or otherwise) shares of Common Stock to
      deliver in satisfaction of a sale by the Holder of the shares of Common
      Stock issuable upon conversion of the Series A Preferred Stock which the
      Holder anticipated receiving upon such conversion (a "Buy-In"), then
      the Corporation shall (1) pay in cash to the Holder the amount by which
      (x) the Holder's total purchase price (including brokerage commissions, if
      any) for the shares of Common Stock so purchased exceeds (y) the amount
      obtained by multiplying (A) the number of shares of Common Stock issuable
      upon conversion. of the Series A Preferred Stock that the Corporation was
      required to deliver to the Holder in connection with the conversion at
      issue times (B) the price at which the sell order giving rise to such
      purchase obligation
      was executed, and (2) at the option
      of the Holder, either reinstate the portion of the Series A Preferred
      Stock and equivalent number of shares of Common Stock for which such
      

              


      

    

     

    
      
        
          
          

        

        
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                  conversion was not honored or deliver to the Holder the number of
      shares of Common Stock that would have been issued had the Corporation
      timely complied with its conversion and delivery obligations hereunder.
      For example, if the Holder purchases Common Stock having a total purchase
      price of $11,000 to cover a Buy-In with respect to an attempted conversion
      of shares of Common Stock with an aggregate sale price giving rise to such
      purchase obligation of $10,000, under clause (1) of the immediately
      preceding sentence the Corporation shall be required to pay the Holder
      $1,000. The Holder shall provide the Corporation written notice indicating
      the amounts payable to the Holder in respect of the Buy-In, together with
      applicable confirmations and other evidence reasonably requested by the
      Corporation. Nothing herein shall limit a Holder's right to pursue any
      other remedies available to it hereunder, at law or in equity including,
      without limitation, a decree of specific performance and/or injunctive
      relief with respect to the Corporation's failure to timely deliver
      certificates representing shares of Common Stock upon conversion of Series
      A Preferred Stock as required pursuant to the terms
      hereof.

                


        

      

       

    

    
      
        	
                          7.3  

              	
                Adjustment of
      Conversion Price. The Conversion Price shall be subject to
      adjustment from time to time as
follows:

              


      

    

     

    
      
        	
                              (a)  

              	
                Adjustment of
      Conversion Price upon Issuance of Common Stock. Except with respect
      to an Permitted Issuance (defined below) the Corporation issues or sells,
      or in accordance with this Section 7.3(a) is deemed to have issued or
      sold, any shares of Common Stock (including the issuance or sale of shares
      of Common Stock owned or held by or for the account of the Corporation)
      for a consideration per share (the "New
      Issuance Price") less than a price
      (the "Applicable
      Price") equal to the Conversion Price in
      effect
      immediately
      prior to such
      issue or
      sale (the
      foregoing a "Dilutive
      Issuance"), then
      immediately after such Dilutive Issuance, the Conversion
      Price then in effect shall be reduced to the New Issuance Price.
      For purposes of determining the adjusted Conversion Price under this
      Section 7(a), the following shall be
applicable:

              


      

    

     

    
      	
              
                                  (i)  

              

            	
              
                
                
Issuance of
      Options. If the Corporation in any manner grants or sells any
      Options (defined below) and the lowest price per share for which one share
      of Common Stock is issuable upon the exercise of any such Option or upon
      conversion or exchange or exercise of any Convertible Securities (defined
      below) issuable upon exercise of such Option is less than the Applicable
      Price, then all of such shares of Common Stock underlying such Option
      shall be deemed to be outstanding and to have been issued and sold by the
      Corporation at the time of the granting or sale of such Option for such
      price per share. For purposes of this Section 7.3(a)(i), the "lowest price
      per share for which one share of Common Stock is issuable upon the
      exercise of any such Option or upon conversion or exchange or exercise of
      any Convertible Securities issuable upon exercise of such Option" shall be
      equal to the sum of the lowest amounts of consideration (if any) received
      or receivable by the Corporation with respect to any one share of Common
      Stock upon granting or sale of the Option, upon exercise of the Option and
      upon conversion or exchange or exercise of any Convertible Security
      issuable upon exercise of such Option. No further adjustment of the
      Conversion Price shall be made upon the actual issuance of such share of
      Common Stock or of such Convertible Securities upon the exercise of such
      Options or upon the actual issuance of such Common Stock upon conversion
      or exchange or exercise of such Convertible
  Securities.

            


    

     

    
      
        
        

      

      
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                                  (ii)     
      

              	
                Issuance of
      Convertible Securities. If the Corporation in any manner issues or
      sells any Convertible Securities and the lowest price per share for which
      one share of Common Stock is issuable upon such conversion or exchange or
      exercise thereof is less than the Applicable Price, then all shares of
      Common Stock issuable upon conversion of such Convertible Securities shall
      be deemed to be outstanding and to have been issued and sold by the
      Corporation at the time of the issuance or sale of such Convertible
      Securities for such price per share. For the purposes of this Section
      7.3(a)(ii), the "lowest price per share for which one share of Common
      Stock is issuable upon such conversion or exchange or exercise" shall be
      equal to the sum of the lowest amounts of consideration (if any) received
      or receivable by the Corporation with respect to any one share of Common
      Stock upon the issuance or sale of the Convertible Security and upon the
      conversion or exchange or exercise of such Convertible Security. No
      further adjustment of the Conversion Price shall be made upon the actual
      issuance of such share of Common Stock upon conversion or exchange or
      exercise of such Convertible Securities, and if any such issue or sale of
      such Convertible Securities is made upon exercise of any Options for which
      adjustment of the Conversion Price had been or are to be made pursuant to
      other provisions of this Section 7(a), no further adjustment of the
      Conversion Price shall be made by reason of such issue or
      sale.

              


      

    

     

    
      
        	
                                  (iii)    
      

              	
                Change in Option Price
      or Rate of Conversion. If the purchase price provided for in any
      Options, the additional consideration, if any, payable upon the issue,
      conversion, exchange or exercise of any Convertible Securities, or the
      rate at which any Convertible Securities are convertible into or
      exchangeable or exercisable for Common Stock changes at any time, the
      Conversion Price in effect at the time of such change shall be adjusted to
      the Conversion Price which would have been in effect at such time had such
      Options or Convertible Securities provided for such changed purchase
      price, additional consideration or changed conversion rate, as the case
      may be, at the time initially granted, issued or sold. For purposes of
      this Section 7.3(a)(iii), if the terms of any Option or Convertible
      Security that was outstanding as of the Subscription Date are changed in
      the manner described in the
      immediately preceding sentence, then such Option or Convertible Security
      and the Common Stock deemed issuable upon exercise, conversion or exchange
      thereof shall be deemed to have been issued as of the date of such change.
      No adjustment shall be made if such adjustment would result in an increase
      of the Conversion Price then in
effect.

              


      

    

     

    
      
        	
                                  (iv)   

              	
                Calculation of
      Consideration Received. If any Option is issued in connection with
      the issue or sale of other securities of the Corporation, together
      comprising one integrated transaction in which no specific consideration
      is allocated to such Options by the parties thereto, the Options will be
      deemed to have been issued for a consideration of $0.01. If any Common
      Stock, Options or Convertible Securities are issued or sold or deemed to
      have been issued or sold for cash, the consideration received therefor
      will be deemed to be the gross amount paid by the purchaser of such Common
      Stock, Options, or Convertible Securities, before any commissions,
      discounts, fees or expenses. If any Common Stock, Options or Convertible
      Securities are issued to the owners of the non-surviving entity in
      connection with any merger in which the Corporation is the surviving
      entity, the amount of consideration therefor will be deemed to be the fair
      value of such portion of the net assets and business (including goodwill)
      of the non-surviving entity as is attributable to such Common Stock,
      Options or Convertible Securities, as the case may be. If any Common
      Stock, Options or Convertible Securities are issued or sold or deemed to
      have been issued or sold for non-cash consideration, the consideration
      received therefore will be deemed to be the fair value of such non-cash
      consideration as determined in good faith by the Board of Directors of the
      Corporation.

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	
                                  (v)    
      

              	
                Record
      Date.
      If the Corporation takes a record of the holders of Common Stock
      for the purpose of entitling them (A)
      to
      receive a dividend or other distribution payable in Common Stock, Options
      or in Convertible Securities or (B)
      to
      subscribe for or purchase Common Stock, Options or Convertible Securities,
      then such record date will be deemed to be the date of the issue or sale
      of the Common Stock deemed to have been issued or sold upon the
      declaration of such dividend or the making of such other distribution or
      the date of the granting of such right of subscription or purchase, as the
      case may be.

              


      

       

    

    
      	
                            (b)  

            	
              Stock Dividends and
      Splits. If the Corporation, at any time while any Series A
      Preferred Stock is outstanding, (i) pays a stock dividend on its Common
      Stock or otherwise makes a distribution on any
      class of capital stock that is payable in shares of Common Stock, (ii)
      subdivides outstanding shares of Common
      Stock into a larger number of shares, or (iii) combines outstanding shares
      of Common Stock into a smaller number of shares, then in each such case
      the Conversion Price shall be multiplied by a fraction of which the
      numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the
      number of shares of Common Stock outstanding immediately after
      such event. Any adjustment made pursuant to clause (i) of this paragraph
      shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or
      distribution, and any adjustment pursuant to clause (ii) or (iii) of this
      paragraph shall become effective
      immediately after the effective date of such subdivision or
      combination.

            


    

    


    
      
        	
                              (c)  

              	
                Fundamental
      Transactions. If, at any time while Series A Preferred Stock is
      outstanding there is a Fundamental Transaction (defined below), then the
      Holder shall have the right thereafter to receive, upon conversion of
      Series A Preferred Stock, the same amount and kind of securities, cash or
      property as it would have been entitled to receive upon the occurrence of such
      Fundamental Transaction if it had been, immediately prior to such
      Fundamental Transaction, the holder of the number of shares of Common
      Stock then issuable upon conversion in full of Series A Preferred Stock
      held by such Holder (the "Alternate
      Consideration"). For purposes of any such conversion, the
      determination of the Conversion Price shall be appropriately adjusted to
      apply to such Alternate Consideration based on the amount of Alternate
      Consideration issuable in respect of one share of Common Stock in such
      Fundamental Transaction, and the Corporation shall apportion the
      Conversion Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate
      Consideration it receives upon any conversion of Series A Preferred Stock
      following such Fundamental Transaction. The terms of any agreement
      pursuant to which a Fundamental Transaction is effected shall include
      terms requiring any such successor or surviving entity to comply with the
      provisions of this paragraph (c) and insuring that the Series A Preferred
      Stock (or any such replacement security) will be similarly adjusted upon
      any subsequent transaction analogous to a Fundamental
      Transaction.

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                              (d)  

              	
                Other Events.
      If any event occurs of the type contemplated by the provisions of this
      Section 7.3 but not expressly provided for by such provisions (including,
      without limitation, the granting of stock appreciation rights, phantom
      stock rights or other rights with equity features), then the Corporation's
      Board of Directors in good faith will make an appropriate adjustment in
      the Conversion Price so as to be equitable under the circumstances and
      otherwise protect the rights of the Holders; provided that no such
      adjustment will increase the Conversion Price as otherwise determined
      pursuant to this Section 7.3.

              


      

    

    


    
      
        	
                          7.4  

              	
                Written Instrument as
      to Adjustments. Whenever the Conversion Price is adjusted as herein
      provided, an
      officer of the Corporation shall compute the adjusted Conversion Price in
      accordance with the foregoing provisions and shall prepare a written
      instrument setting forth such adjusted Conversion Price and showing in
      detail the facts upon which such adjustment is based, and a copy of such
      written instrument shall forthwith be mailed to each Holder of record of
      the Series A Preferred Stock, and made available for inspection by the
      stockholders of the Corporation.

              


      

       

      
        	
                          7.5  

              	
                Reservation of Common
      Stock. The Corporation shall at all times reserve and keep
      available, free from preemptive rights, out of its authorized but unissued
      Common Stock, for the purpose of effecting the conversion of the shares of
      Series A Preferred Stock, an amount of Common Stock equal to one hundred
      percent (100%) of the aggregate number of shares of Common Stock then
      deliverable upon the conversion of all shares of Series A Preferred Stock
      then outstanding, and such shares shall be listed, subject to notice of
      issuance, on any stock exchange(s) on which outstanding shares of Common
      Stock may then be listed.

              


      

       

      
        	
                          7.6  

              	
                Payment of
      Taxes. The Corporation will pay any and all taxes that may be
      payable in respect of the issuance or delivery of shares of Common Stock
      on conversion of shares of Series A Preferred Stock pursuant hereto. The
      Corporation shall not, however, be required to pay any tax which may be
      payable in respect of any transfer involved in the issue and delivery of
      shares of Common Stock in a name other than that in which the shares of
      Series A Preferred Stock so converted were registered, and no such issue
      or delivery shall be made unless and until the person requesting such
      issue has paid to the Corporation the amount of any such tax, or has
      established, to the satisfaction of the Corporation, that such tax has
      been paid or is not payable.

              


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
                        7.7  

            	
              Ownership Cap and
      Certain Exercise
Restrictions.

            


    

    


    
      
        	
                              (a)  

              	
                Notwithstanding
      anything to the contrary set forth in this Certification of Designations,
      at no time may a Holder of this Series A Preferred Stock convert this
      Series A Preferred Stock to the extent that after giving effect to such
      conversion, the Holder (together with the Holder's affiliates) would
      beneficially own (as determined in accordance with Section 13(d) of the
      Securities Exchange Act of 1934, as amended, and the rules thereunder) in
      excess of 4.99% of the number of shares of Common Stock outstanding
      immediately after giving effect to such conversion; provided, however,
      that upon a Holder of this Series A Preferred Stock providing the
      Corporation with sixty-one (61) days notice (the "Waiver Notice")
      that such Holder would like to waive this Section 7.7(a) with regard to
      any or all shares of Common Stock issuable upon conversion of this Series
      A Preferred Stock, this Section 7.7(a) will be of no force or effect with
      regard to all of a portion of the Series A Preferred Stock referenced in
      the Waiver Notice.

              


      

    

    


    
      
        	
                              (b)  

              	
                Notwithstanding
      anything to the contrary set forth in this Certificate of Designations, at
      no time may a Holder of this Series A Preferred Stock convert this Series
      A Preferred Stock to the extent that after giving effect to such
      conversion, the Holder (together with the Holder's affiliates) would
      beneficially own (as determined in accordance with Section 13(d) of the
      Securities Exchange Act of 1934, as amended, and the rules thereunder) in
      excess of 9.99% of the number of shares of Common Stock outstanding
      immediately after giving effect to such conversion; provided, however that
      upon a Holder of this Series A Preferred Stock providing the Corporation
      with a Waiver Notice that such Holder would like to waive this Section
      7.7(b) with regard to any or all shares of Common Stock issuable upon
      conversion of the Series A Preferred Stock, this Section 7.7(b) shall be
      of no force or effect with regard to those shares of Series A Preferred
      Stock referenced in the Waiver
Notice.

              


      

    

    


    
      
        	
                          7.8  

              	
                No Impairment.
      The Corporation will not, by amendment of its Certificate of Incorporation
      or through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms
      to be observed or performed hereunder by the Corporation, but will at all
      times in good faith assist in the carrying out of all the provisions of
      Sections 7.1 through 7.7 and in the taking of all such actions as may be
      necessary or appropriate in order to protect the conversion rights of the
      Holders against impairment.

              


      

    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
                    8.  

            	
              Other
      Rights.

            


    

     

    
      
        	
                          8.1  

              	
                Redemption
      Right. No sooner than fifteen (15) days nor later than ten (10)
      days prior to the consummation of a Change of Control, but not prior to
      the public announcement of such Change of Control, the Corporation shall
      deliver written notice thereof via facsimile and overnight courier to the
      Holder (a "Change in Control
      Notice"). At any time during the period beginning after the
      Holder's receipt of a Change of Control Notice and ending ten (10) Trading
      Days after the consummation of such Change of Control, the Holder may
      require the Corporation to redeem all or any portion of Series A Preferred
      Stock held by such Holder by delivering
      written notice
      thereof ("Change
      in Control Redemption Notice") to the Corporation, which Change
      of Control Redemption Notice shall
      indicate the amount the Holder is electing to be
      redeemed. Each share of Series A Preferred Stock subject to redemption
      pursuant to this Section 8.1 shall be
      redeemed by the Corporation in cash at a price equal to one hundred twenty
      percent (120%) of the Stated Value of the Series A Preferred Stock plus
      all accrued and unpaid dividends thereon at the time of such request.
      Redemption of the Series A Preferred Stock under this Section may be made,
      at the Corporation's option in (a) cash or (b) shares of the Corporation's
      Common Stock that are eligible for public resale by the Holder under an
      effective registration statement covering such shares; provided, however,
      the Corporation shall not be permitted to issue registered shares of
      Common Stock as dividend payments in the event that the Market Price is
      less than $0.50. The number of shares of Common Stock to be issued as
      payment in redemption under this Section shall be determined by dividing
      (i) the total amount of the dividend to be paid in Common Stock by (ii)
      ninety percent (90%) of the Market Price of the Corporation's Common Stock
      for the five (5) days immediately preceding the date of
      redemption.

              


      

    

    


    
      
        	
                          8.2  

              	
                Purchase
      Rights. If at any time the Corporation grants, issues or sells any
      Options, Convertible Securities or rights to purchase stock, warrants,
      securities or other property pro rata to the record holders of any class
      of Common Stock (the "Purchase
      Rights"), then the Holder will be entitled to acquire, upon the
      terms applicable to such Purchase Rights, the aggregate Purchase Rights
      which the Holder could have acquired if the Holder had held the number of
      shares of Common Stock acquirable upon complete conversion of Series A
      Preferred Stock (without taking into account any limitations or
      restrictions on the convertibility of Series A Preferred Stock)
      immediately before the date on which a record is taken for the grant,
      issuance or sale of such Purchase Rights, or, if no such record is taken,
      the date as of which the record holders of Common Stock are to be
      determined for the grant, issue or sale of such Purchase
      Rights.

              


      

    

     

    
      
        	
                      9.   

              	
                Mandatory Conversion or
      Redemption at Maturity. If any share of Series A Preferred Stock
      remains outstanding on Maturity Date,
      then the Corporation shall either, at the option of the Holder: (y)
      convert each such share at the Conversion Price as of the Maturity Date
      share without the Holder of such share being required to give a Conversion
      Notice on such Maturity Date; or (z) redeem each such share of Series A
      Preferred Stock for an amount in cash equal to its Stated Value plus all
      accrued and unpaid dividends
thereon.

              


      

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	
                      10.     
      

              	
                Required Holder
      Approvals. So long as any shares of Series A Preferred Stock are
      outstanding, the Corporation shall not, without first obtaining the
      approval (by vote or written consent) of the Holders of a majority of the
      then outstanding shares of Series A Preferred Stock: (a) amend the rights,
      preferences or privileges of the Series A Preferred Stock set forth in
      this Certificate of Designation, (b), amend or waive any provision of its
      Certificate of Incorporation in a manner that would alter the rights,
      preferences or privileges of the Series A Preferred Stock, (c) create any
      Senior Securities or Pari Passu Securities, or (d) enter into any
      agreement with respect to the foregoing clauses (a) through
      (c).

              


      

    

    


    
      
        	
                      11.     
      

              	
                Notice of Corporate
      Events. If the Corporation (i) declares a dividend or any other
      distribution of cash, securities or other property in respect of its
      Common Stock, including without limitation any granting of rights or
      warrants to subscribe for or purchase any capital stock of the
      Corporation, (ii) authorizes or approves, enters into any agreement
      contemplating or solicits stockholder approval for any transaction or
      (iii) authorizes the voluntary dissolution, liquidation or winding up of
      the affairs of the Corporation, then the Corporation shall deliver to the
      Holders a notice describing the material terms and conditions of such
      transaction, at least 10 calendar days prior to the applicable record or
      effective date on which Common Stock would need to be owned in order to
      participate in or vote with respect to such transaction, and the
      Corporation will take all steps reasonably necessary in order to insure
      that the Holder is given the practical opportunity to convert its Series A
      Preferred Stock prior to such time so as to participate in or vote with
      respect to such transaction.

              


      

    

    


    
      
        	
                      12.     
      

              	
                Exclusion of Other
      Rights. Except as may otherwise be required by law, the shares of
      Series A Preferred Stock shall not have any preferences or relative,
      participating, optional or other special rights other than those
      specifically set forth in this resolution and in the Certificate of
      Incorporation, as amended.

              


      

    

    


    
      
        	
                      13.     
      

              	
                Status of Series A
      Preferred Stock Reacquired. Shares of Series A Preferred Stock,
      which have been issued and reacquired in any manner shall (upon compliance
      with applicable provisions of the laws of the State of Nevada), be deemed
      to be canceled and have the status of authorized and unissued shares of
      the class of Preferred Stock issuable in series undesignated as to series
      and may be redesignated and
reissued.

              


      

    

     

    
      
        	
                      14.     
      

              	
                Severability of
      Provisions. If any right, preference or limitation of the Series A
      Preferred Stock set forth in this resolution is invalid, unlawful, or
      incapable of being enforced by reason of any rule of law or public policy,
      all other rights, preferences and limitations set forth in this resolution
      which can be given effect without the invalid, unlawful or unenforceable
      right, preference or limitation shall,
      nevertheless, remain in full force and effect, and no right, preference or
      limitation herein set forth shall be deemed dependent upon any other such
      right, preference or limitation unless so expressed
  herein.

              


      

       

    

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
        	
                      15.    
      

              	
                Headings of
      Subdivisions. The headings of the various subdivisions hereof are
      for convenience of reference only and shall not affect the interpretation
      of any of the provisions
hereof.

              


      

    

     

    
      
        	
                      16.    
      

              	
                Certain
      Definitions. For purposes of this Certificate, the following terms
      shall have the following
meanings:

              


      

    

    


    "Approved
Stock Plan" means any employee benefit plan which has been approved by the Board of Directors of
the Corporation, pursuant to which the Corporation's securities may be issued to
any employee, consultant, officer or director for services provided to the
Corporation.

     

    "Change
Of Control" means any Fundamental Transaction other than (i) any
reorganization, recapitalization or reclassification of the Common Stock in
which holders of the Corporation's voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such
reorganization, recapitalization or reclassification to hold publicly traded
securities and, directly or indirectly, the voting power of the surviving entity
or entities necessary to elect a majority of the members of the board of
directors (or their equivalent if other than a corporation) of such entity or
entities, or (ii) pursuant
to a migratory merger effected solely for the purpose of changing the
jurisdiction of incorporation of the Corporation.

     

    "Convertible
Securities" means any stock or other securities (other than Options) directly or
indirectly convertible into or exercisable or exchangeable for shares of Common
Stock.

     

    "Eligible
Market" means, The New York Stock Exchange, Inc., the Nasdaq Capital Market, the
Nasdaq Global Market or the American Stock Exchange.

     

    "Permitted
Issuance" means the issuance by the Corporation of the following: (i) shares of
Common Stock or Options issued or issuable in connection with any Approved Stock
Plan, provided that the aggregate amount of Common Stock and Options issued and
issuable under all such plans does not
exceed ten percent (10%) of the then outstanding shares of Common Stock of the Corporation; (ii) shares of Common Stock issued
upon conversion or exercise of any Options or Convertible
Securities that are outstanding on the day immediately preceding the Issuance
Date, provided that the terms of such Options or Convertible Securities are not
amended, modified or changed on or after the Issuance Date to lower the
conversion or exercise price thereof and so long as the number of shares of
Common Stock underlying such securities is not otherwise increased; and (iii)
shares of Common Stock issued in an underwritten public offering
in which the gross cash proceeds to the Company (before underwriting discounts,
commissions and fees) are at least $10,000,000.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    "Fundamental
Transaction" means that the Corporation shall, directly or indirectly, in one or
more related transactions, (i) consolidate or merge with or into (whether or not
the Corporation is the surviving corporation) another Person, or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Corporation to another Person, or (iii) allow
another Person or Persons to make a purchase, tender or exchange offer that is
accepted by the holders of more than the 50% of the outstanding shares of Voting
Stock (not including any shares of Voting Stock held by the Person or Persons
making or party to, or associated or affiliated with the Person or Persons
making or party to, such purchase, tender or exchange offer), or (iv) consummate
a stock purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person whereby such other Person acquires more than
the 50% of either the outstanding shares of Voting Stock (not including any
shares of Voting Stock held by the other Person or other Persons making or party
to, or associated or affiliated with the other Persons making or party to, such
stock purchase agreement or other business combination), (v) reorganize,
recapitalize or reclassify its Common Stock or (vi) any "person" or "group" (as
these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or
shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or
indirectly, of 50% of the aggregate Voting Stock of the
Corporation.

     

    "Options"
means any rights, warrants or options to subscribe for or purchase shares of
Common Stock or Convertible Securities.

     

    "Person"
means an individual, a limited liability Corporation, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other
entity and a government or any department or agency thereof.

     

    "Trading
Day" means any day on which the Common Stock is
traded on the principal securities exchange or securities market on which the
Common Stock is then traded.

     

    "Voting
Stock" of a Person means capital stock of such Person of the class or classes
pursuant to which the holders thereof have the general voting power to elect, or
the general power to appoint, at least a majority of the board of directors,
managers or trustees of such Person (irrespective of whether or not at the time
capital stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
       

      IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to
be signed by its duly authorized officer this 5th day of
September, 2008.

    

     

    
    

     

    
      	 	OPTINIIZERx
      CORPORATION 
	 	 
	 	By:  /s/
      David
      Harrell                                     
      
	 	Name:  David
      Harrell  
	 	Title:   
      Chief Executive Officer 


    

     

     

     

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
EXHIBIT
I

     

    OPTIMIZERx
CORPORATION 

     

    FORM
OF CONVERSION NOTICE

     

    Reference
is made to the Certificate of Designation Designating the Series A Preferred
Stock of OPTIMIZERx Corporation (the "Certificate of
Designation"). In accordance with and pursuant to the Certificate of
Designation, the undersigned hereby elects to convert the number of shares of
Series A Preferred Stock, par value $.001 per share (the "Preferred Stock"), of
OPTIMIZERx Corporation, a Nevada corporation (the "Company"), indicated
below into shares of Common Stock, par value $.001 per share (the "Common Stock"), of
the Company, by tendering the stock certificate(s) representing the share(s) of
Preferred Stock specified below as of the date specified below.

     

    
      	Date to effect
      conversion: 	 


    

     

    
      	Number of shares of
      Preferred Stock owned prior to conversion: 	 


    

     

    
      
        	Number of shares of
      Preferred Stock to be converted: 	 


      

       

    

    
      
        
          	Stated Value of
      shares of Preferred Stock to be converted:	 


        

         

      

    

    
      
        	Applicable
      Conversion Price:	 


      

       

    

    
      
        
          	Number of shares of
      Common Stock to be issued:	 


        

         

      

      
        
          
            
              	Number of shares of
      Preferred Stock owned subsequent to conversion:	 


            

             

            
              
              

            

          

        

      

    

    [HOLDER]

     

     

    By:__________________________

    Name:

    Title:

     

     

    17