THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH
SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.


 


No.
of Shares of Common Stock: 591,613


WARRANT


to
Purchase Common Stock of


 


OptimizeRx
Corp.

a Nevada Corporation


 


This
Warrant certifies that Merriman Capita, Inc. (“Purchaser”), is entitled to purchase from OptimizeRx Corp., a Nevada
corporation (the “Company”), 591,613 shares of Common Stock (or any portion thereof) at an exercise price of $1.20
per share of Common Stock, all on the terms and conditions hereinafter provided.


 


Section
1. Certain Definitions. As used in this Warrant, unless the context otherwise requires:


 


“Articles”
shall mean the Articles of Incorporation of the Company, as in effect from time to time.


 


“Common
Stock” shall mean the Company’s authorized common stock, $0.001 par value per share.


 


“Exercise
Price” shall mean the exercise price per share of Common Stock set forth above, as adjusted from time to time pursuant
to Section 3 hereof.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Warrant”
shall mean this Warrant and all additional or new warrants issued upon division or combination of, or in substitution for, this
Warrant. All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to
the number of shares of Common Stock for which they may be exercised.


 


“Warrant
Stock” shall mean the shares of Common Stock purchasable by the holder of this Warrant upon the exercise of such Warrant.


 


“Warrantholder”
shall mean the Purchaser, as the initial holder of this Warrant, and its nominees, successors or assigns, including any subsequent
holder of this Warrant to whom it has been legally transferred.


 



    	 



    	 



    

 





Section
2. Exercise of Warrant.


 


(a)At
any time after the date hereof, the Purchaser may at any time and from time to time exercise this Warrant, in whole or in part.
This Warrant expires five years from the date hereof.


 


(b)(i)
The Warrantholder shall exercise this Warrant by means of delivering to the Company at its office identified in Section 14 hereof
(i) a written notice of exercise, including the number of shares of Warrant Stock to be delivered pursuant to such exercise, (ii)
this Warrant and (iii) payment equal to the Exercise Price in accordance with Section 2(b)(ii). In the event that any exercise
shall not be for all shares of Warrant Stock purchasable hereunder, the Company shall deliver to the Warrantholder a new Warrant
registered in the name of the Warrantholder, of like tenor to this Warrant and for the remaining shares of Warrant Stock purchasable
hereunder, within ten (10) days of any such exercise. Such notice of exercise shall be in the Subscription Form set out at the
end of this Warrant.


 


(ii)
The Warrantholder may elect to pay the Exercise Price to the Company either by cash, certified check or wire transfer.


 


(c)Upon
exercise of this Warrant and delivery of the Subscription Form with proper payment relating thereto, the Company shall cause to
be executed and delivered to the Warrantholder a certificate or certificates representing the aggregate number of fully-paid and
nonassessable shares of Common Stock issuable upon such exercise.


 


(d)The
stock certificate or certificates for Warrant Stock to be delivered in accordance with this Section 2 shall be in such denominations
as may be specified in said notice of exercise and shall be registered in the name of the Warrantholder or such other name or
names as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and the Warrantholder
or any other person so designated to be named therein shall be deemed to have become the holder of record of such shares, including
to the extent permitted by law the right to vote such shares or to consent or to receive notice as stockholders, as of the time
said notice is delivered to the Company as aforesaid.


 


(e)The
Company shall pay all expenses payable in connection with the preparation, issue and delivery of stock certificates under this
Section 2, resulting from the exercise of the Warrant and the issuance of Warrant Stock hereunder.


 


(f)All
shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof shall be validly issued,
fully paid and nonassessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created
by the Warrantholder.


 


(g)In
no event shall any fractional share of Common Stock of the Company be issued upon any exercise of this Warrant. If, upon any exercise
of this Warrant, the Warrantholder would, except as provided in this paragraph, be entitled to receive a fractional share of Common
Stock, then the Company shall deliver in cash to such holder an amount equal to such fractional interest.


 


Section
3. Adjustment of Exercise Price and Warrant Stock.


 


(a)If,
at any time prior to the Expiration Date, the number of outstanding shares of Common Stock is (i) increased by a stock dividend
payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination
of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to
receive the benefits of such stock dividend, subdivision, split-up, or combination, the Exercise Price shall be adjusted to a
new amount equal to the product of (I) the Exercise Price in effect on such record date and (II) the quotient obtained by dividing
(x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the
foregoing clause (i) or (ii)), by (y) the number of shares of Common Stock which would be outstanding immediately after the event
referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.


 


(b)Upon
each adjustment of the Exercise Price as provided in Section 3 (a), the Warrantholder shall thereafter be entitled to subscribe
for and purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock equal to the product
of (i) the number of shares of Warrant Stock existing prior to such adjustment and (ii) the quotient obtained by dividing (I)
the Exercise Price existing prior to such adjustment by (II) the new Exercise Price resulting from such adjustment.


 


Section
4. Division and Combination. This Warrant may be divided or combined with other Warrants upon presentation at the aforesaid
office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Warrantholder or its agent or attorney. The Company shall pay all expenses in connection with the preparation, issue
and delivery of Warrants under this Section 4, including any transfer taxes resulting from the division or combination hereunder.
The Company agrees to maintain at its aforesaid office books for the registration of the Warrants.


 


Section
5. Reclassification, Etc. In case of any reclassification or change of the outstanding Common of the Company (other than
as a result of a subdivision, combination or stock dividend), or in case of any consolidation of the Company with, or merger of
the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock of the
Company) at any time prior to the Expiration Date, then, as a condition of such reclassification, reorganization, change, consolidation
or merger, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall
be delivered to the Warrantholder, so that the Warrantholder shall have the right prior to the Expiration Date to purchase, at
a total price not to exceed that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities
and property receivable upon such reclassification, reorganization, change, consolidation or merger by a holder of the number
of shares of Common Stock of the Company which might have been purchased by the Warrantholder immediately prior to such reclassification,
reorganization, change, consolidation or merger, in any such case appropriate provisions shall be made with respect to the rights
and interest of the Warrantholder to the end that the provisions hereof (including provisions for the adjustment of the Exercise
Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable in relation to any
shares of stock and other securities and property thereafter deliverable upon exercise hereof.


 



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Section
6. Reservation and Authorization of Capital Stock. The Company shall at all times reserve and keep available for issuance
such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all
outstanding Warrants.


 


Section
7. Stock and Warrant Books. The Company will not at any time, except upon dissolution, liquidation or winding up, close
its stock books or Warrant books so as to result in preventing or delaying the exercise of any Warrant.


 


Section
8. Limitation of Liability. No provisions hereof, in the absence of affirmative action by the Warrantholder to purchase
Warrant Stock hereunder, shall give rise to any liability of the Warrantholder to pay the Exercise Price or as a stockholder of
the Company (whether such liability is asserted by the Company or creditors of the Company).


 


Section
9. Registration Rights. There are piggyback registration rights for the Warrant Stock issuable upon exercise of this Warrant.
If for any reason the Company is unable to register the shares of common stock in the initial registered offering, the Company
will endeavor to register the shares in a subsequent offering unless the shares are eligible under transferability under Rule
144.


 


Section
10. Transfer. Subject to compliance with the Securities Act and the applicable rules and regulations promulgated thereunder,
this Warrant and all rights hereunder shall be transferable in whole or in part. Any such transfer shall be made at the office
or agency of the Company at which this Warrant is exercisable, by the registered holder hereof in person or by its duly authorized
attorney, upon surrender of this Warrant together with the assignment hereof properly endorsed, and promptly thereafter a new
warrant shall be issued and delivered by the Company, registered in the name of the assignee. Until registration of transfer hereof
on the books of the Company, the Company may treat the Purchaser as the owner hereof for all purposes.


 


Section
11. Investment Representations; Restrictions on Transfer of Warrant Stock. Unless a current registration statement under
the Securities Act shall be in effect with respect to the Warrant Stock to be issued upon exercise of this Warrant, the Warrantholder,
by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer
of Warrant Stock acquired upon exercise hereof, such Warrantholder will deliver to the Company a written statement that the securities
acquired by the Warrantholder upon exercise hereof are for the account of the Warrantholder or are being held by the Warrantholder
as trustee, investment manager, investment advisor or as any other fiduciary for the account of the beneficial owner or owners
for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof)
and with no present intention (at any such time) of offering and distributing such securities (or any portion thereof).


 


Section
12. Loss, Destruction of Warrant Certificates. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity and/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 aggregate number of shares of Common Stock.


 


Section
13. Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only
with the written consent of the Company and the Warrantholder.


 


Section
14. Notices Generally. Any notice, request, consent, other communication or delivery pursuant to the provisions hereof
shall be in writing and shall be sent by one of the following means: (i) by registered or certified first class mail, postage
prepaid, return receipt requested; (ii) by facsimile transmission with confirmation of receipt; (iii) by nationally recognized
courier service guaranteeing overnight delivery; or (iv) by personal delivery, and shall be properly addressed to the Warrantholder
at the last known address or facsimile number appearing on the books of the Company, or, except as herein otherwise expressly
provided, to the Company at its principal executive office, or such other address or facsimile number as shall have been furnished
to the party giving or making such notice, demand or delivery.


 


Section
15. Successors and Assigns. This Warrant shall bind and inure to the benefit of and be enforceable by the parties hereto
and their respective permitted successors and assigns.


 


Section
16. Governing Law. In all respects, including all matters of construction, validity and performance, this Warrant and the
obligations arising hereunder shall be governed by, and construed and enforced in accordance with the laws of the State of Nevada.


 


(Signature
page follows)


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its Chief Executive Officer.


 


Dated:
March 17, 2014


 


OptimizeRx
Corp.

a Nevada Corporation


By:
/s/ David Harrell


 


Name:
David Harrell


Title:
Chief Executive Officer


 




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SUBSCRIPTION
FORM


 


(to
be executed only upon exercise of Warrant)


 


To:OptimizeRx
Corp.


 








The
undersigned, pursuant to the provisions set forth in the attached Warrant (No. __ ), hereby irrevocably elects to purchase __________
shares of the Common Stock covered by such Warrant and herewith makes payment of $__________, representing the full purchase price
for such shares at the price per share provided for in such Warrant.


 





	Dated: ____________	Name: _______________________
	 	Signature: _____________________
	 	Address: ______________________









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