INVESTOR AGREEMENT


THIS INVESTOR AGREEMENT
(this “Agreement”), is made as of March 12, 2014, by and between OptimizeRx Corp., a Nevada corporation
(the “Company”), and Bradley Radoff. (the “Investor”).


RECITALS


Whereas, the Company and Investor
entered into that certain Securities Purchase Agreement, dated as of March __, 2014 (the “Purchase Agreement”),
providing, inter alia, for the Company’s sale and issuance of $10,000,000 worth of common stock, par value US$0.001 per share,
at a price of $1.20 per share (the “Offering”).


Whereas, Investor was awarded
the right to nominate one director to the Company’s board of directors (the "Board") upon the closing
of the transactions contemplated by the Purchase Agreement;


NOW, THEREFORE, in consideration
of the covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


Section 1. Definitions.
Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.


 


Section 2. Investor's Right.
Upon Closing and provided that Investor and others participating in the Offering purchase, in the aggregate, at least $7,500,000
worth of shares of common stock under the terms of the Purchase Agreement, (i) the Board shall promptly increase the number of
directors on the Board by at least one director and shall appoint a nominee chosen by Investor to fill one such empty director
position, and (ii) at any subsequent election of directors to serve on the Board, the Investor shall have the right to choose one
nominee to the Board and the Company shall nominate and recommend the nominee chosen by Investor.


 


Section 3. Miscellaneous.


(a) Due Authorization.
The Company has the requisite corporate power and authority to enter into and consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and
the consummation of the transactions contemplated hereby have been duly authorized by the Board and no further action is required
by the Company, the Board or the Company’s stockholders in connection herewith. This Agreement has been duly executed by
the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms.


(b) Notices. All notices,
notifications, demands, requests, waivers, consents or other communications under this Agreement shall be delivered in accordance
with the Purchase Agreement.


(c) Successors and Assigns.
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


(d) Amendment and Waiver,
etc. This Agreement may be amended only with the written consent of the Company and Investor. No failure or delay on the part
of the Company or Investor in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may
be available to the Company or Investor at law or in equity or otherwise. No waiver of or consent to any departure by the Company
or Investor from any provision of this Agreement shall be effective unless signed in writing by the waiving or consenting party.



    	 



    	 



    




(e) Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


(f) Severability. If one
or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision
in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.


(g) Governing Law.


(i) THIS AGREEMENT SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.


(ii) Any legal action or other
legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement to be brought by or on behalf
of any of the parties will be brought or otherwise commenced in any state or federal court located in Clark County, the State of
Nevada. With respect to any such action, each party to this Agreement: (A) expressly and irrevocably consents and submits
to the non-exclusive jurisdiction of each state and federal court located in the county and city of Las Vegas, Nevada (and each
appellate court located in the State of Nevada) in connection with any such legal proceeding; (B) agrees that each state and
federal court located in Clark County, the State of Nevada, shall be deemed to be a convenient forum; and (C) agrees not to
assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located
in the county and city of Las Vegas, the State of Nevada, any claim that such party is not subject personally to the jurisdiction
of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper
or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.


 


(iii) Each of the parties hereto hereby
waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation
directly or indirectly arising out of, under or in connection with the transactions contemplated by this Agreement. Each of the
parties hereto hereby (A) certifies that no representative, agent or attorney of the other parties has represented, expressly
or otherwise, that such other parties would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges
that it has been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other
things, the mutual waivers and certifications set forth in this Section 3(f).


(h) Entire Agreement.
This Agreement and the Transaction Documents constitute the entire agreement among the parties with respect to the subject matter
hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants
except as specifically set forth herein.


(i) Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


(j) Further Assurances.
The parties shall execute and deliver, or cause to be executed and delivered, such documents and instruments and shall take, or
cause to be taken, such further or other actions as may be reasonably necessary to carry out the purposes set forth herein, without
any financial obligation to such parties. Time is of the essence with respect to the parties' obligations herein.


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IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Agreement as of the date first above written.


 


	 	 	 
	OptimizeRx Corp.
	 	 
	By:		 
	 	 
	Name:		David Harrell
	Title:		Chairman and Chief Executive Officer
	 
	_____________________
		Bradley Radoff






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