optimizerx_s1-ex1003.htm


    EXHIBIT
10.3

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

    


    WARRANT
TO PURCHASE

    


    SHARES OF
COMMON STOCK

    


    OF

    


    OPTIMIZERx
CORPORATION

    


    Expires
September 5, 2015

    


    No.:
W-A-01 Number of Shares: 6,000,000

    Date of
Issuance: September 5, 2008

    


    FOR VALUE
RECEIVED, the undersigned, OptimizeRx Corporation, a Nevada corporation
(together with its successors and assigns, the “Company”), hereby
certifies that Vicis Capital Master Fund or its registered assigns is entitled
to subscribe for and purchase, during the Term (as hereinafter defined), up to
Six Million (6,000,000) shares (subject to adjustment as hereinafter provided)
of the duly authorized, validly issued, fully paid and non-assessable Common
Stock of the Company, par value $.001 per share (the “Common Stock”), at an
exercise price per share equal to the Warrant Price then in effect, subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth.  This Warrant has been executed and delivered pursuant to the
Securities Purchase Agreement dated as of September 5, 2008 (the “Purchase Agreement”)
by and among the Company and the purchaser(s) listed
therein.  Capitalized terms used and not otherwise defined herein
shall have the meanings set forth for such terms in the Purchase Agreement.
Capitalized terms used in this Warrant and not otherwise defined herein shall
have the respective meanings specified in Section 8 hereof.

     

    1.    Term.  The
term of this Warrant shall commence on September 5, 2008 and shall expire at
6:00 p.m., Eastern Time, on September 5, 2015 (such period being the “Term”).

     

    2.    Method of Exercise; Payment;
Issuance of New Warrant; Transfer and Exchange.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a)    Time of
Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term beginning on the date of
issuance hereof.

     

    (b)    Method of
Exercise.  The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Company, and by
the payment to the Company of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
Warrant Shares with respect to which this Warrant is then being exercised,
payable at such Holder’s election (i) by certified or official bank check or by
wire transfer to an account designated by the Company, (ii) by “cashless
exercise” in accordance with the provisions of subsection (c) of this Section 2,
but only when a registration statement under the Securities Act providing for
the resale of the Warrant Shares is not then in effect, or (iii) when permitted
by clause (ii), by a combination of the foregoing methods of payment selected by
the Holder of this Warrant.

     

    (c)    Cashless
Exercise.  Notwithstanding any provisions herein to the
contrary and commencing six-months following the Original Issue Date if (i) the
Per Share Market Value of one share of Common Stock is greater than the Warrant
Price (at the date of calculation as set forth below) and (ii) a registration
statement under the Securities Act providing for the resale of the Warrant
Shares is not in effect in accordance with the terms of the Registration Rights
Agreement at the time of exercise, in lieu of exercising this Warrant by payment
of cash, the Holder may exercise this Warrant by a cashless exercise and shall
receive the number of shares of Common Stock equal to an amount (as determined
below) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

    
    

     

    
      	
              X = Y
      -

            	
              (A)(Y)

            
	 	
              B

            


    

     

    
      	Where	X
      =	the
      number of shares of Common Stock to be issued to the Holder.
	 	 	 
	
               
      

            	
              Y
      =

            	
              the
      number of shares of Common Stock purchasable upon exercise of all of the
      Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being
exercised.

            


    

    


    
      	
               
      

            	
              A
      =

            	
              the
      Warrant Price.

            
	 	 	 
	 	B
      =	the
      Per Share Market Value of one share of Common
Stock.


    

     

    (d)    Issuance of Stock
Certificates.  In the event of any exercise of this Warrant in
accordance with and subject to the terms and conditions hereof, certificates for
the Warrant Shares so purchased shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time, not exceeding three (3)
Trading Days after such exercise (the “Delivery Date”) or,
at the request of the Holder (provided that a registration statement under the
Securities Act providing for the resale of the Warrant Shares is then in
effect), issued and delivered to the Depository Trust Company (“DTC”) account on the
Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a
reasonable time, not exceeding three (3) Trading Days after such exercise, and
the Holder hereof shall be deemed for all purposes to be the holder of the
Warrant Shares so purchased as of the date of such
exercise.  Notwithstanding the foregoing to the contrary, the Company
or its transfer agent shall only be obligated to issue and deliver the shares to
the DTC on a holder’s behalf via DWAC if such exercise is in connection with a
sale and the Company and its transfer agent are participating in DTC through the
DWAC system.  The Holder shall deliver this original Warrant, or an
indemnification undertaking with respect to such Warrant in the case of its
loss, theft or destruction, at such time that this Warrant is fully
exercised.  With respect to partial exercises of this Warrant, the
Company shall keep written records for the Holder of the number of Warrant
Shares exercised as of each date of exercise

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (e)    Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.

     

    (i)           The
Company understands that a delay in the delivery of the shares of Common Stock
upon exercise of this Warrant beyond the Delivery Date could result in economic
loss to the Holder.  If the Company fails to deliver to the Holder
such shares via DWAC or a certificate or certificates pursuant to this Section
hereunder by the Delivery Date, the Company shall pay to the Holder, in cash,
for each $500 of Warrant Shares (based on the Closing Price of the Common Stock
on the date such Securities are submitted to the Company’s transfer agent), $5
per Trading Day (increasing to $10 per Trading Day five (5) Trading Days after
such damages have begun to accrue and increasing to $15 per Trading Day ten (10)
Trading Days after such damages have begun to accrue) for each Trading Day after
the Delivery Date until such certificate is delivered (which amount shall be
paid as liquidated damages and not as a penalty).  Nothing herein
shall limit a Holder’s right to pursue actual damages for the Company’s failure
to deliver certificates representing any Securities as required by the
Transaction Documents, 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 an Exercise Notice, and upon such withdrawal the Company shall only be
obligated to pay the liquidated damages accrued in accordance with this Section
2(e)(i) through the date the Exercise Notice is withdrawn.

     

    (ii)    In addition
to any other rights available to the Holder, if the Company fails to cause its
transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Shares pursuant to an exercise 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 Warrant Shares which the
Holder anticipated receiving upon such exercise (a “Buy-In”), then the
Company 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

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    number of
Warrant Shares that the Company was required to deliver to the Holder in
connection with the exercise 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 Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver to
the Holder the number of shares of Common Stock that would have been issued had
the Company timely complied with its exercise 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
exercise 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 Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company 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 Company.  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 Company’s
failure to timely deliver certificates representing shares of Common Stock upon
exercise of this Warrant as required pursuant to the terms hereof.

     

    (f)    Transferability of
Warrant.  Subject to Section 2(h) hereof, this Warrant may be
transferred by a Holder, in whole or in part, subject only to the restrictions
specified in the Purchase Agreement.  If transferred pursuant to this
paragraph, this Warrant may be transferred on the books of the Company by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant at the principal office of the Company, properly endorsed (by the Holder
executing an assignment in the form attached hereto) and upon payment of any
necessary transfer tax or other governmental charge imposed upon such
transfer.  This Warrant is exchangeable at the principal office of the
Company for Warrants to purchase the same aggregate number of Warrant Shares,
each new Warrant to represent the right to purchase such number of Warrant
Shares as the Holder hereof shall designate at the time of such
exchange.  All Warrants issued on transfers or exchanges shall be
dated the Original Issue Date and shall be identical with this Warrant except as
to the number of Warrant Shares issuable pursuant thereto.

     

    (g)    Continuing Rights of
Holder.  The Company will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant, provided that if any
such Holder shall fail to make any such request, the failure shall not affect
the continuing obligation of the Company to afford such rights to such
Holder.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (h)    Compliance with Securities
Laws.

     

    (i)    The Holder of
this Warrant, by acceptance hereof, acknowledges that this Warrant and the
Warrant Shares to be issued upon exercise hereof are being acquired solely for
the Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any Warrant Shares to be issued upon exercise hereof except
pursuant to an effective registration statement, or an exemption from
registration, under the Securities Act and any applicable state securities
laws.

     

    (ii)           Except
as provided in paragraph (iii) below, this Warrant and all certificates
representing Warrant Shares issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form:

    


    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.

    


    (iii)    The Company
agrees to reissue this Warrant or certificates representing any of the Warrant
Shares, without the legend set forth above if at such time, prior to making any
transfer of any such securities, the Holder shall give written notice to the
Company describing the manner and terms of such transfer.  Such
proposed transfer will not be effected until: (a) either (i) the Company has
received an opinion of counsel reasonably satisfactory to the Company, to the
effect that the registration of such securities under the Securities Act is not
required in connection with such proposed transfer, (ii) a registration
statement under the Securities Act covering such proposed disposition has been
filed by the Company with the Securities and Exchange Commission and has become
effective under the Securities Act, (iii) the Company has received other
evidence reasonably satisfactory to the Company that such registration and
qualification under the Securities Act and state securities laws are not
required, or (iv) the Holder provides the Company with reasonable assurances
that such security can be sold pursuant to Rule 144 under the Securities Act;
and (b) either (i) the Company has received an opinion of counsel reasonably
satisfactory to the Company, to the effect that registration or

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    qualification
under the securities or “blue sky” laws of any state is not required in
connection with such proposed disposition, or (ii) compliance with applicable
state securities or “blue sky” laws has been effected or a valid exemption
exists with respect thereto.  The Company will respond to any such
notice from a holder within three (3) Trading Days.  In the case of
any proposed transfer under this Section 2(h), the Company will use reasonable
efforts to comply with any such applicable state securities or “blue sky” laws,
but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, (y) to take any action that would subject it to
tax or to the general service of process in any state where it is not then
subject, or (z) to comply with state securities or “blue sky” laws of any state
for which registration by coordination is unavailable to the
Company.  The restrictions on transfer contained in this Section 2(h)
shall be in addition to, and not by way of limitation of, any other restrictions
on transfer contained in any other section of this Warrant.  Whenever
a certificate representing the Warrant Shares is required to be issued to a the
Holder without a legend, in lieu of delivering physical certificates
representing the Warrant Shares, the Company shall cause its transfer agent to
electronically transmit the Warrant Shares to the Holder by crediting the
account of the Holder’s Prime Broker with DTC through its DWAC system (to the
extent not inconsistent with any provisions of this Warrant or the Purchase
Agreement).

     

    (i)    No Mandatory
Redemption.  This Warrant may not be called or redeemed by the
Company without the written consent of the Holder.

     

    3.    Stock Fully Paid;
Reservation and Listing of Shares; Covenants.

     

    (a)    Stock Fully
Paid.  The Company represents, warrants, covenants and agrees
that all Warrant Shares which may be issued upon the exercise of this Warrant or
otherwise hereunder will, when issued in accordance with the terms of this
Warrant, be duly authorized, validly issued, fully paid and non-assessable and
free from all taxes, liens and charges created by or through the
Company.  The Company further covenants and agrees that during the
period within which this Warrant may be exercised, the Company will at all times
have authorized and reserved for the purpose of the issuance upon exercise of
this Warrant a number of authorized but unissued shares of Common Stock equal to
at least one hundred percent (100%) of the number of shares of Common Stock
issuable upon exercise of this Warrant without regard to any limitations on
exercise.

     

    (b)    Reservation.  If
any shares of Common Stock required to be reserved for issuance upon exercise of
this Warrant or as otherwise provided hereunder require registration or
qualification with any Governmental Authority under any federal or state law
before such shares may be so issued, the Company will in good faith use its best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified.  If the Company shall list any shares of
Common Stock on any securities exchange or market it will, at its expense, list
thereon, and maintain and increase when necessary such listing, of, all Warrant
Shares from time to time issued upon exercise of this Warrant or as otherwise
provided hereunder (provided that such Warrant Shares has been registered
pursuant to a registration statement under the Securities Act then in effect),
and, to the extent permissible under the applicable securities exchange rules,
all unissued Warrant Shares which are at any time issuable hereunder, so long as
any shares of Common Stock shall be so listed.  The Company will also
so list on each securities exchange or market, and will maintain such listing
of, any other securities which the Holder of this Warrant shall be entitled to
receive upon the exercise of this Warrant if at the time any securities of the
same class shall be listed on such securities exchange or market by the
Company.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (c)    Loss, Theft, Destruction of
Warrants.  Upon receipt of evidence satisfactory to the Company
of the ownership of and the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security satisfactory to the Company or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Company will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.

     

    (d)    Payment of
Taxes.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of the Warrant Shares issuable upon
exercise of this Warrant; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificates
representing Warrant Shares in a name other than that of the Holder in respect
to which such shares are issued.

     

    4.    Adjustment of Warrant Price
and Number of Shares Issuable Upon Exercise.  The Warrant Price
and the number of shares purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the occurrence of certain events
described in this Section 4. Upon each adjustment of the Warrant Price, the
Holder of this Warrant shall thereafter be entitled to purchase, at the Warrant
Price resulting from such adjustment, the number of shares obtained by
multiplying the Warrant Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment, and dividing the product thereof by the Warrant Price resulting from
such adjustment.

     

    (a)    If the
Company issues or sells, or in accordance with this Section 4 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 Company for
a consideration per share (the “New Issuance Price”)
less than a price (the “Applicable Price”)
equal to the Warrant Price in effect immediately prior to such issue or sale
(the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance, the Warrant Price then in effect
shall be reduced to the New Issuance Price.  For purposes of
determining the adjusted Warrant Price under this Section 4, the following
shall be applicable:

     

    (i)    Issuance of
Options.  If the Company 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 Company at the time of the granting or
sale of such Option for such price per share.  For purposes of this
Section 4(a), 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 Company 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 price of
conversion shall be made upon the actual issuance and/or sale of such share of
Common Stock or of such Convertible Securities upon the exercise of such Options
or upon the actual issuance and/or sale of such Common Stock upon conversion or
exchange or exercise of such Convertible Securities.  “Convertible Security”
or “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, and “Option” or “Options” means any
rights, warrants or options to subscribe for or purchase shares of Common Stock
or Convertible Securities.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (ii)    Issuance of Convertible
Securities.  If the Company 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 Company at the time of the issuance or sale
of such Convertible Securities for such price per share.  For the
purposes of this Section 4(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 Company 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 Warrant 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
price of conversion had been or are to be made pursuant to other provisions of
this Section 4, no further adjustment of the Warrant 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 Warrant Price in effect at
the time of such change shall be adjusted to the Warrant 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 4(a)(iii), if the terms of
any Option or Convertible Security that was outstanding as of the Issuance Date
are issued 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 Warrant Price then in
effect.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (iv)    Calculation of Consideration
Received.  If any Option is issued in connection with the issue
or sale of other securities of the Company, 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 Company 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 Company.  No adjustment shall be made
if such adjustment would result in an increase of the Warrant Price then in
effect.

     

    (v)    Record
Date.  If the Company takes a record of the holders of Common
Stock for the purpose of entitling them (i) to receive a dividend or other
distribution payable in Common Stock, Options or in Convertible Securities or
(ii) 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
Company, at any time while this Warrant is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its
Common Stock or any other equity or equity-equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not include any
shares of Common Stock issued by the Company pursuant to this Warrant), (ii)
subdivides outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then
in each case the Warrant Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately after such event and the number of shares issuable upon exercise of
this Warrant shall be proportionately adjusted.  Any adjustment made
pursuant to this Section 4(b) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (c)    Pro Rata
Distributions.  If the Company, at any time prior to the
Expiration Date, shall distribute to all holders of Common Stock (and not to
Holders of the Warrants) evidences of its indebtedness or assets (including cash
and cash dividends) or rights or warrants to subscribe for or purchase any
security other than the Common Stock, then in each such case the Warrant Price
shall be adjusted by multiplying the Warrant Price in effect immediately prior
to the record date fixed for determination of stockholders entitled to receive
such distribution by a fraction of which the denominator shall be the
Volume-Weighted Average Price (“VWAP”) determined as
of the record date mentioned above, and of which the numerator shall be such
VWAP on such record date less the then per share fair market value at such
record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of the Common Stock as
determined by the board of directors of the Company in good
faith.  The adjustment shall be described in a statement provided to
the Holder.  Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.

     

    (d)    Fundamental
Transactions. If, at any time while this Warrant is outstanding, there is
a Fundamental Transaction (defined below), then, upon any subsequent exercise of
this Warrant, the Holder shall have the right to receive, for each Warrant Share
that would have been issuable upon such exercise immediately prior to the
occurrence of such Fundamental Transaction, (a) the number of shares of Common
Stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event or (b) if the Company is acquired in an all-cash
transaction, cash equal to the value of this Warrant as determined by use of the
Black Scholes Option Pricing Model reflecting (i) a risk-free interest rate
corresponding to the U.S.  Treasury rate for a period equal to the
remaining term of this Warrant as of such date of request and (ii) an expected
volatility equal to the 100-day volatility obtained from the HVT function on
Bloomberg for the 100-day period ending on the date of the Change of Control
Redemption Notice.  For purposes of any such exercise, the
determination of the Warrant 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 Company shall apportion the Warrant 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 exercise of
this Warrant following such Fundamental Transaction.  To the extent
necessary to effectuate the foregoing provisions, any successor to the Company
or surviving entity in such Fundamental Transaction shall issue to the Holder a
new warrant consistent with the foregoing provisions and evidencing the Holder’s
right to exercise such warrant into Alternate Consideration. 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 Section 2.4 and insuring that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.  “Fundamental
Transaction” means that the Company shall, directly or

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    indirectly,
in one or more related transactions, (i) consolidate or merge with or into
(whether or not the Company 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 Company 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
Company.  “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.  “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).

     

    (e)    Other
Events.  If any event occurs of the type contemplated by the
provisions of this Section 4 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
Company’s board of directors in good faith will make an appropriate adjustment
in the Warrant 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 Warrant Price as otherwise determined pursuant to this
Section 4.

     

    (f)    Calculations.   All
calculations under this Section 4 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 4,
the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding
treasury shares, if any) issued and outstanding.

     

    (g)    Exceptions
to Adjustment of
Warrant Price. Notwithstanding
the foregoing, the adjustments set forth in this Section 4 shall not apply in
respect to the issuance of the following (each, a “Permitted
Issuance”):

     

    (i)    shares of
Common Stock or Options issued or issuable in connection with any Approved
Stock Plan (defined below), 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
Company;

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (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 Closing
Date, provided that the terms of such Options or Convertible Securities are not
amended, modified or changed on or after the Closing 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.

     

    For
purposes of this Warrant, “Approved Stock Plan”
means any employee benefit plan which has been approved by the Board of
Directors of the Company, pursuant to which the Company’s securities may be
issued to any employee, consultant, officer or director for services provided to
the Company

     

    (h)    Redemption
Right.  No sooner than fifteen (15) days nor later than ten
(10) days prior to the consummation of a Corporate Change that constitutes a
change of control, but not prior to the public announcement of such change of
control, the Company 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
Company to redeem all or any portion of this Warrant by delivering written
notice thereof (“Change in Control Redemption
Notice”) to the Company, which Change of Control Redemption Notice shall
indicate the amount the Holder is electing to be redeemed.  Any such
redemption shall be in cash in the amount equal to the value of the remaining
unexercised portion of this Warrant on the date of such consummation, which
value shall be determined by use of the Black Scholes Option Pricing Model
reflecting (A) a risk-free interest rate corresponding to the
U.S.  Treasury rate for a period equal to the remaining term of this
Warrant as of such date of request and (B) an expected volatility equal to the
100-day volatility obtained from the HVT function on Bloomberg for the 100-day
period ending on the date of the Change of Control Redemption
Notice.

     

    5.    Notice of
Adjustments.  Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an “adjustment”), the
Company shall cause its Chief Financial Officer to prepare and execute a
certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each
adjustment.  Any dispute between the Company and the Holder of this
Warrant with respect to the matters set forth in such certificate may at the
option of the Holder of this Warrant be submitted to a national or regional
accounting firm reasonably acceptable to the Company and the Holder, provided that the
Company shall have ten (10) days after receipt of notice

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    from such
Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Company shall have no such right
of objection.  The firm selected by the Holder of this Warrant as
provided in the preceding sentence shall be instructed to deliver a written
opinion as to such matters to the Company and such Holder within thirty (30)
days after submission to it of such dispute.  Such opinion shall be
final and binding on the parties hereto.  The costs and expenses of
the initial accounting firm shall be paid equally by the Company and the Holder
and, in the case of an objection by the Company, the costs and expenses of the
subsequent accounting firm shall be paid in full by the Company.

     

    6.    Fractional
Shares.  No fractional Warrant Shares will be issued in
connection with any exercise hereof, but in lieu of such fractional shares, the
Company shall round the number of shares to be issued upon exercise up to the
nearest whole number of shares.

     

    7.    Ownership Caps and Certain
Exercise Restrictions.

     

    (a)    Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise any portion of this Warrant if the number of shares of
Common Stock to be issued pursuant to such exercise would exceed, when
aggregated with all other shares of Common Stock beneficially owned by such
Holder at such time, the number of shares of Common Stock which would result in
such Holder beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules  thereunder) in excess of 4.99% of
the then issued and outstanding shares of Common Stock; provided, however, that upon a
holder of this Warrant providing the Company with sixty-one (61) days notice
(pursuant to Section 12 hereof) (the “Waiver Notice”) that
such Holder would like to waive this Section 7(a) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 7(a)
will be of no force or effect with regard to all or a portion of the Warrant
referenced in the Waiver Notice; provided, further, that this provision shall be
of no further force or effect during the sixty-one (61) days immediately
preceding the expiration of the term of this Warrant.  In all
circumstances, exercise of this Warrant shall be deemed to be the Holder’s
representation that such exercise conforms to the provisions of this Section
7(a) and the Company shall be under no obligation to verify or ascertain
compliance by the Holder with this provision.

     

    (b)    The Holder
may not exercise the Warrant hereunder to the extent such exercise would result
in the Holder beneficially owning (as determined in accordance with Section
13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the
then issued and outstanding shares of Common Stock, including shares issuable
upon exercise of the Warrant held by the Holder after application of this
Section; provided, however, that upon a
holder of this Warrant providing the Company with a Waiver Notice that such
holder would like to waive this Section 7(b) with regard to any or all shares of
Common Stock issuable upon exercise of this Warrant, this Section 7(b) shall be
of no force or effect with regard to those Warrant Shares referenced in the
Waiver Notice; provided, further, that this
provision shall be of no further force or effect during the sixty-one (61) days
immediately preceding the expiration of the term of this Warrant.  In
all circumstances, exercise of this Warrant shall be deemed to be the Holder’s
representation that such exercise conforms to the provisions of this Section
7(b) and the Company shall be under no obligation to verify or ascertain
compliance by the Holder with this provision.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    8.    Definitions.  For
the purposes of this Warrant, the following terms have the following
meanings:

     

    “Articles of
Incorporation” means the Articles of Incorporation of the Company as in
effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and
thereof and pursuant to applicable law.

     

    “Board” shall mean the
Board of Directors of the Company.

     

    “Capital Stock” means
and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.

     

    “Common Stock” means
the Common Stock, $0.001 par value per share, of the Company and any other
Capital Stock into which such stock may hereafter be changed.

     

    “Governmental
Authority” means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or
instrumentality, whether federal, state or local, and whether domestic or
foreign.

     

    “Holders” mean the
Persons who shall from time to time own any Warrant.  The term
“Holder” means one of the Holders.

     

    “Independent
Appraiser” means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements
of the Company) that is regularly engaged in the business of appraising the
Capital Stock or assets of corporations or other entities as going concerns, and
which is not affiliated with either the Company or the Holder of any
Warrant.

     

    “Company” means
OptimizeRx Corporation, a Nevada corporation, and its successors.

     

    “Original Issue Date”
means September 5, 2008.

     

    “OTC Bulletin Board”
means the over-the-counter electronic bulletin board.

     

    “Other Common” means
any other Capital Stock of the Company of any class which shall be authorized at
any time after the date of this Warrant (other than Common Stock) and which
shall have the right to participate in the distribution of earnings and assets
of the Company without limitation as to amount.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    “Outstanding Common
Stock” means, at any given time, the aggregate amount of outstanding
shares of Common Stock, assuming full exercise, conversion or exchange (as
applicable) of all options, warrants and other Securities which are convertible
into or exercisable or exchangeable for, and any right to subscribe for, shares
of Class A  Common Stock that are outstanding at such
time.

     

    “Person” means an
individual, corporation, limited liability company, partnership, joint stock
company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.

     

    “Per Share Market
Value” means on any particular date (a) the last closing bid price per
share of the Common Stock on such date on the OTC Bulletin Board or another
registered national stock exchange on which the Common Stock is then listed, or
if there is no such price on such date, then the closing bid price on such
exchange or quotation system on the date nearest preceding such date, or (b) if
the Common Stock is not listed then on the OTC Bulletin Board or any registered
national stock exchange, the last closing bid price for a share of Common Stock
in the over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the Common Stock is not then reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its functions of reporting prices), then the “Pink Sheet”
quotes for the applicable Trading Days preceding such date of determination, or
(d) if the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Independent Appraiser selected in good
faith by the Holder; provided, however, that the
Company, after receipt of the determination by such Independent Appraiser, shall
have the right to select an additional Independent Appraiser, in which case, the
fair market value shall be equal to the average of the determinations by each
such Independent Appraiser; and provided, further that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period.  The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Company determined on
a going concern basis as between a willing buyer and a willing seller and taking
into account all relevant factors determinative of value, and the determination
of the additional Independent Appraiser, if any, or of the Independent
Appraisers otherwise shall be final and binding on all parties.  In
determining the fair market value of any shares of Common Stock, no
consideration shall be given to any restrictions on transfer of the Common Stock
imposed by agreement or by federal or state securities laws, or to the existence
or absence of, or any limitations on, voting rights.

     

    “Purchase Agreement”
means the Securities Purchase Agreement dated as of September 5, 2008, among the
Company and the Holder.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    “Securities” means any
debt or equity securities of the Company, whether now or hereafter authorized,
any instrument convertible into or exchangeable for Securities or a Security,
and any option, warrant or other right to purchase or acquire any
Security.  “Security” means one of the Securities.

     

    “Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute then in
effect.

     

    “Subsidiary” means any
corporation at least 50% of whose outstanding Voting Stock shall at the time be
owned directly or indirectly by the Company or by one or more of its
Subsidiaries, or by the Company and one or more of its
Subsidiaries.

     

    “Term” has the meaning
specified in Section 1 hereof.

     

    “Trading Day” means
(a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b)
if the Common Stock is not traded on the OTC Bulletin Board, a day on which the
Common Stock is quoted in the over-the-counter market as reported by the
National Quotation Bureau Incorporated (or any similar organization or agency
succeeding its functions of reporting prices); provided, however, that in the
event that the Common Stock is not listed or quoted as set forth in (a) or (b)
hereof, then Trading Day shall mean any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.

     

    “Voting Stock” means,
as applied to the Capital Stock of any corporation, Capital Stock of any class
or classes (however designated) having ordinary voting power for the election of
a majority of the members of the Board of Directors (or other governing body) of
such corporation, other than Capital Stock having such power only by reason of
the happening of a contingency.

     

    “Warrants” means the
Warrants issued and sold pursuant to the Purchase Agreement, including, without
limitation, this Warrant, and any other warrants of like tenor issued in
substitution or exchange for any thereof pursuant to the provisions of Section
2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

     

    “Warrant Price”
initially means $2.00, as such price may be adjusted from time to time as shall
result from the adjustments specified in this Warrant, including Section 4
hereto.

     

    “Warrant Share Number”
means at any time the aggregate number of Warrant Shares which may at such time
be purchased upon exercise of this Warrant, after giving effect to all prior
adjustments and increases to such number made or required to be made under the
terms hereof.

     

    “Warrant Shares” means
shares of Common Stock issuable upon exercise of any Warrant or Warrants or
otherwise issuable pursuant to any Warrant or Warrants.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    9.    Other
Notices.  In case at any time:

    


    
      	
               
      

            	
              (a)

            	
              the
      Company shall make any distributions to the holders of Common Stock;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Company shall authorize the granting to all holders of its Common Stock of
      rights to subscribe for or purchase any shares of Capital Stock of any
      class or other rights; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              there
      shall be any reclassification of the Capital Stock of the Company;
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              there
      shall be any capital reorganization by the Company;
  or

            


    

    


    
      	
               
      

            	
              (e)

            	
              there
      shall be any (i) consolidation or merger involving the Company or (ii)
      sale, transfer or other disposition of all or substantially all of the
      Company’s property, assets or business (except a merger or other
      reorganization in which the Company shall be the surviving corporation and
      its shares of Capital Stock shall continue to be outstanding and unchanged
      and except a consolidation, merger, sale, transfer or other disposition
      involving a wholly-owned subsidiary);
or

            


    

    


    
      	
               
      

            	
              (f)

            	
              there
      shall be a voluntary or involuntary dissolution, liquidation or winding-up
      of the Company or any partial liquidation of the Company or distribution
      to holders of Common Stock;

            


    

    


    then, in
each of such cases, the Company shall give written notice to the Holder of the
date on which (i) the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take
place.  Such notice also shall specify the date as of which the
holders of Common Stock of record shall participate in such dividend,
distribution or subscription rights, or shall be entitled to exchange their
certificates for Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be.  Such
notice shall be given at least twenty (20) days prior to the action in question
and not less than ten (10) days prior to the record date or the date on which
the Company’s transfer books are closed in respect thereto.  This
Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.

     

    10.    Amendment and
Waiver.  Any term, covenant, agreement or condition in this
Warrant may be amended, or compliance therewith may be waived (either generally
or in a particular instance and either retroactively or prospectively), by a
written instrument or written instruments executed by the Company and the
Holder; provided, however, that no such
amendment or waiver shall reduce the Warrant Share Number, increase the Warrant
Price, shorten the period during which this Warrant may be exercised or modify
any provision of this Section 10 without the consent of the Holder of this
Warrant.  No consideration shall be offered or paid to any person to
amend or consent to a waiver or modification of any provision of this Warrant
unless the same consideration is also offered to all holders of the
Warrants.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    11.    Governing Law;
Jurisdiction.  This Warrant shall be governed by and construed
in accordance with the internal laws of the State of Florida, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.  This
Warrant shall not be interpreted or construed with any presumption against the
party causing this Warrant to be drafted.  The Company and the Holder
agree that venue for any dispute arising under this Warrant will lie exclusively
in the state or federal courts located in the state of Florida, and the parties
irrevocably waive any right to raise forum non conveniens or any
other argument that Florida is not the proper venue.  The Company and
the Holder irrevocably consent to personal jurisdiction in the state and federal
courts of the state of Florida.  The Company and the Holder consent to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing in this Section 11
shall affect or limit any right to serve process in any other manner permitted
by law.  The Company agrees to pay all costs and expenses of
enforcement of this Warrant, including, without limitation, reasonable
attorneys’ fees and expenses.  The parties hereby waive all rights to
a trial by jury.

     

    12.    Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery by telecopy or facsimile at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be as set forth in the Purchase
Agreement.  Any party hereto may from time to time change its address
for notices by giving written notice of such changed address to the other party
hereto.

     

    13.    Warrant
Agent.  The Company may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing Warrant Shares on the exercise of this Warrant pursuant to
subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to
subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

     

    14.    Remedies.  The
Company stipulates that the remedies at law of the Holder of this Warrant in the
event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    15.    Successors and
Assigns.  This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors and assigns of the
Company, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Shares issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Shares.

     

    16.    Modification and
Severability.  If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision
hereof is found to be unenforceable, then such provision shall be deemed
modified to the extent necessary to make it enforceable by such court or
agency.  If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the
other provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

     

    17.    Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

     

    18.    Registration
Rights.  The Holder of this Warrant is entitled to the benefit
of certain registration rights with respect to the Warrant Shares issuable upon
the exercise of this Warrant pursuant to that certain Registration Rights
Agreement, dated September 5, 2008, by and among the Company and the Holder (the
“Registration Rights
Agreement”) and the registration rights with respect to the Warrant
Shares issuable upon the exercise of this Warrant by any subsequent Holder may
only be assigned in accordance with the terms and provisions of the
Registrations Rights Agreement.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, the Company has executed this Warrant as of the day and year
first above written.

    
 

    
      
        	 	OPTIMIZERx
      CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: David
      Harrell	 
	 	 	Title: Chief
      Executive Officer	 
	 	 	 	 


      

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

OPTIMIZERx
CORPORATION

     

    FORM
OF EXERCISE NOTICE

     

    The
undersigned holder hereby exercises the right to purchase _________________ of
the shares of Common Stock (“Warrant Shares”) of
OPTIMIZERx Corporation, a Nevada corporation (the “Company”), evidenced
by the attached Warrant to Purchase Common Stock (the “Warrant”).  Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.

     

    
      	Dated:
      _________________	
              Signature

               

              Address

            	
              ___________________________

               

              ___________________________

            
	 	 	      
              ___________________________

            


    

     

    Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of Exercise: _________________________

    


    The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.

     

    The
undersigned intends that payment of the Warrant Price shall be made as (check
one):

     

    Cash
Exercise_______

     

    Cashless
Exercise_______

     

    If the
Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by
certified or official bank check (or via wire transfer) to the Company in
accordance with the terms of the Warrant.

     

    If the
Holder has elected a Cashless Exercise, a certificate shall be issued to the
Holder for the number of shares equal to the whole number portion of the product
of the calculation set forth below, which is ___________.   The
Company shall pay a cash adjustment in respect of the fractional portion of the
product of the calculation set forth below in an amount equal to the product of
the fractional portion of such product and the Per Share Market Value on the
date of exercise, which product is ____________.

    
       

      
        	
                X = Y
      -

              	
                (A)(Y)

              
	 	
                B

              


      

       

    

    
      Where:

    

    


    
      The
number of shares of Common Stock to be issued to the Holder
__________________(“X”).

    

    


    The
number of shares of Common Stock purchasable upon exercise of all of the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised ___________________________ (“Y”).

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    
The
Warrant Price ______________ (“A”).

    


    The Per
Share Market Value of one share of Common
Stock  _______________________ (“B”).

    


    


    ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

    
       

      
        	Dated:
      _________________	
                Signature

                 

                Address

              	
                ___________________________

                 

                ___________________________

              
	 	 	      
                ___________________________

              


      

    

    


     

    PARTIAL
ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ Warrant Shares evidenced by
the within Warrant together with all rights therein, and does irrevocably
constitute and appoint ___________________, attorney, to transfer that part of
the said Warrant on the books of the within named corporation.

    
       

      
        	Dated:
      _________________	
                Signature

                 

                Address

              	
                ___________________________

                 

                ___________________________

              
	 	 	      
                ___________________________

              


      

       



    FOR USE
BY THE ISSUER ONLY:

    


    This
Warrant No. W-A-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-A-_____ issued for ____ shares of Common Stock in
the name of _______________.

    
 

     

    22