ASSIGNMENT


 


WHEREAS, David
A. Harrell, a citizen of the State of Michigan, residing at Shelby Township, Michigan (hereinafter referred to as "ASSIGNOR')
is the owner of U.S. Provisional Application No. 61/273,960 and U.S. Patent Application No. 12/655,558 (now U.S. Patent No. 8,341
,015);


 


WHEREAS, ASSIGNOR
desires to assign all right, title and interest in and to U.S. Provisional Application No. 61/273,960 and U.S. Patent Application
No. 12/655,558 (now U.S. Patent No. 8,341 ,015) to OptimizeRx Corporation, a Michigan Corporation, with a place of business at
407 Sixth Street, Rochester, Michigan, (hereinafter "ASSIGNEE' ); and


 


WHEREAS, ASSIGNEE,
is desirous of acquiring the entire right, title and interest in and to U.S. Provisional Application No. 61/273,960 and US. Patent
Application No. 12/655,558 (now U.S. Patent No. 8,341 ,015);


 


NOW, THEREFOR, in consideration
of the sum of One Dollar ($1 .00) and other good and valuable consideration, the receipt and adequacy of which ASSIGNOR hereby
acknowledges, ASSIGNOR hereby confirms any prior assignment to ASSIGNEE, and to the extent that ASSIGNOR has not already done so,
agrees to assign, and hereby do, sell, assign and transfer unto ASSIGNEE and its successors in interest, the full and exclusive
right, title and interest in the United States of America and throughout the world, including the right to claim priority under
the laws of the United States, the Paris Convention, and any foreign countries, to the inventions as described in the above-identified
applications, to the above-identified applications themselves, and all divisions, continuations, continuations-in-part, or other
applications claiming priority directly or indirectly from the above-identified applications, and any United States or foreign
Letters Patent, utility model, or other similar rights which may be granted thereon , including reissues, reexaminations and extensions
thereof, and all copyright rights throughout the world in the aforesaid applications and the subject matter disclosed therein ,
these rights, title and interest to be held and enjoyed by ASSIGNEE to the full end of the term for which the Letters Patent, utility
model, or other similar rights, are granted and any extensions thereof as fully and entirely as the same would have been held by
ASSIGNOR had this assignment and sale not been made, and the right to sue for, and recover for past infringements of, or liabilities
for, any of the rights relating to any of the applications, patents, utility models, or other similar rights, resulting therefrom
, and the copyright rights.


 



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ASSIGNOR hereby covenants
and agrees to execute all instruments or documents required or requested for the making and prosecution of any applications of
any type for patent, utility model, or other similar rights, and for copyright, in the United States and in all foreign countries
including, but not limited to, any provisional, continuation , continuation-in-part, divisional, renewal or substitute thereof,
any derivation proceedings relating thereto, and as to Letters Patent any supplemental examination, derivation proceeding, opposition,
post grant review, reissue, re-examination , inter partes review, or extension thereof, and for litigation regarding , or for the
purpose of protecting title and to the said invention, the United States application for patent, or Letters Patent therefor, and
to testify in support thereof, for the benefit of ASSIGNEE without further or other compensation than that above set forth.


 


ASSIGNOR hereby authorizes
and requests the Commissions of Patents and Trademarks of the United States and any official of any country foreign to the United
States whose duty it is to issue patents, to issue Letters Patent, Utility Model Registration or other similar right, including
any reissues and extensions thereof to said ASSIGNEE in accordance with this Assignment.


 


ASSIGNOR hereby represents
and warrants that ASSIGNOR has the full right to convey the entire interest of said applications herein assigned and has not granted
any rights inconsistent with the rights granted herein.


 


 


 


/s/ David Harrell


By: David Harrell


Title: Vice Chairman


Date: 2/6/13


 


STATE OF MICHIGAN:


COUNTY OF ______:


 


On this __ day of February, 2013, before
me, a Notary Public, within and for the County of ______, State of Michigan, personally appeared David Harrell, to me known
to be the person described in and who acknowledged executing the forgoing instrument as a free act and deed, and who also represented
that he is authorized to execute the same.


 


IN TESTIMONY WHEREOF, I have hereunto set
my hand and seal the date and year last above written.


 


 


____________________


Notary Public


 


My Commission Expires: _________









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