Exhibit
10.1


 





PURCHASE
AGREEMENT


 


THIS
PURCHASE AGREEMENT (“Agreement”) is made as of the 2nd day of May, 2018 by and among OptimizeRx Corporation,
a Nevada corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor”
and collectively the “Investors”).


 


Recitals


 


A.The
Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended; and


 


B.The
Investors wish to purchase, severally and not jointly, from the Company, and the Company wishes to sell and issue to the Investors,
upon the terms and conditions stated in this Agreement, an aggregate of 5,000,000 shares (without giving effect to the Reverse
Split) (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (together with any securities
into which such shares may be reclassified, whether by merger, charter amendment or otherwise, the “Common Stock”),
at purchase price of $1.80 per Share (the “Per Share Price”), for an aggregate purchase price of Nine Million Dollars
($9,000,000) (the “Purchase Price”); and


 


C.Contemporaneous
with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement,
in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company
will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, and applicable state securities laws.


 


D.Prior
to the consummation of the transactions contemplated hereby, the Reverse Split (hereinafter defined) will have been approved by
all necessary corporate action on the part of the Company and its stockholders.


 


In
consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls,
is controlled by, or is under common Control with, such Person.


 






     


     


    

 


“Agent”
means Lake Street Capital Markets LLC.


 


“Agent
Related Persons” means any of the Agent’s directors, executive officers, general partners, managing members or
other officers participating in the offering of the Shares.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into, exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.


 


“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Effective
Date” means the date on which the initial Registration Statement is declared effective by the SEC.


 


“Effectiveness
Deadline” means the date on which the initial Registration Statement is required to be declared effective by the SEC
under the terms of the Registration Rights Agreement.


 


“Insider”
means each director or executive officer of the Company, any other officer of the Company participating in the offering, any beneficial
owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, and
any promoter connected with the Company in any capacity on the date hereof.


 


“Intellectual
Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or
not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names,
logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software
(including but not limited to data, data bases and documentation).


 






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“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company
to perform its obligations under the Transaction Documents.


 


“Material
Contract” means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by
which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that
have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10)
of Regulation S-K.


 


“Nasdaq”
means The Nasdaq Capital Market.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Registration
Statement” has the meaning set forth in the Registration Rights Agreement.


 


“Required
Investors” means (i) prior to Closing the Investors who, together with their Affiliates, have agreed to purchase a majority
of the Shares to be purchased by the Investors hereunder and (ii) from and after the Closing the Investors beneficially owning
(calculated in accordance with Rule 13d-3 under the 1934 Act) a majority of the Shares.


 


“Reverse
Split” means a reverse split of the outstanding shares of Common Stock at a ratio of between one-for-three and one-for-3.5
(as determined by the Board of Directors of the Company and disclosed to the Investors orally prior to the execution and delivery
of this Agreement) which does not reduce the number of shares of Common Stock that the Company is authorized to issue.


 


“SEC
Filings” has the meaning set forth in Section 4.6.


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Trading
Day” means a day on which the Nasdaq is open for trading.


 






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“Transaction
Documents” means this Agreement and the Registration Rights Agreement.


 


“1933
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


2. Purchase
and Sale of the Shares. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors
shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares in the respective
amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price
as specified in Section 3 below.


 


3. Closing.
Unless other arrangements have been made with a particular Investor, upon confirmation that the other conditions to closing specified
herein have been satisfied or duly waived by the Investors, the Company shall deliver to Lowenstein Sandler LLP, in trust, a certificate
or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that
such certificates are to be held for release to the Investors only upon payment in full of the Purchase Price to the Company by
all the Investors. Unless other arrangements have been made with a particular Investor, upon such receipt by Lowenstein Sandler
LLP of the certificates, each Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in
same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing the
portion of the Purchase Price payable in respect of the Shares to be purchased by such Investor, as set forth on the signature
pages to this Agreement. On the date (the “Closing Date”) that the Company receives the Purchase Price in full, the
certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase
and sale of the Shares shall take place at the offices of Lowenstein Sandler LLP, 1251 Avenue of the Americas, 18th Floor, New
York, New York 10020, or at such other location and on such other date as the Company and the Investors shall mutually agree.


 


4. Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investors that, except as set forth in the
schedules delivered herewith (collectively, the “Disclosure Schedules”):


 


4.
1 Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries
is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation
and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.
Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing
necessary unless the failure to so qualify or to be in good standing has not had and could not reasonably be expected to have
a Material Adverse Effect. The Company’s Subsidiaries are listed on Schedule 4.1 hereto.


 






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4.2 Authorization.
The Company has full power and authority and, subject to the filing of a Certificate of Amendment to the Company’s Articles
of Incorporation with the Secretary of State of Nevada to effect the Reverse Split, has taken all requisite action on the part
of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction
Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, (iii) the authorization,
issuance (or reservation for issuance) and delivery of the Shares, and (iv) the consummation of the Reverse Split The Transaction
Documents constitute, or upon the execution and delivery thereof by the Company will constitute, the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’
rights generally and to general equitable principles.


 


4.3 Capitalization.
Schedule 4.3 sets forth as of the date hereof: (a) the authorized capital stock of the Company; (b) the number of shares
of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock
plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the
Shares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued
and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable
and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights
of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly
issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state
and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to
no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with
respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options,
convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries
is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company
nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described
on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements,
option or right of first purchase agreements or other agreements of any kind by and among the Company and any of the securityholders
of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 and except as
provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the
Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for
its own account or for the account of any other Person.


 


The
issuance and sale of the Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to
any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.


 






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The
Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect
giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.


 


4.4 Valid
Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will
be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than
those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable
securities laws.


 


4.5 Consents.
Except for the filing of a Certificate of Amendment to the Company’s Articles of
Incorporation with the Secretary of State of Nevada to effect the Reverse Split, the
execution, delivery and performance by the Company of the Transaction Documents, the offer, issuance and sale of the Shares and
the effectuation of the Reverse Split require no consent of, action by or in respect of, or filing with, any Person, governmental
body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings
pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods.
Subject to the accuracy of the representations and warranties of each Investor set forth in Section 5 hereof, the Company has
taken all action necessary to exempt (i) the issuance and sale of the Shares, and (ii) the other transactions contemplated by
the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any
anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its
assets and properties may be subject and any provision of the Company’s Articles of Incorporation or Bylaws that is or could
reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without
limitation, the issuance of the Shares and the ownership, disposition or voting of the Shares by the Investors or the exercise
of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents.


 


4.6 Delivery
of SEC Filings; Business. The Company has made available to the Investors through the EDGAR system, true and complete copies
of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K”),
and all other reports filed by the Company pursuant to the 1934 Act since January 1, 2014 and prior to the date hereof (collectively,
the “SEC Filings”). The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such
period. The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings
and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its
Subsidiaries, taken as a whole. Since the filing of each of the SEC Filings, no event has occurred that could reasonably be expected
to require an amendment or supplement to any such SEC Filing and as to which such an amendment or supplement has not been filed
prior to the date hereof.


 


4.7 Use
of Proceeds. The net proceeds of the sale of the Shares hereunder shall be used by the Company for working capital and general
corporate purposes.


 






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4.8 No
Material Adverse Change. Since December 31, 2017, except for the Reverse Split and except as identified and described in the
SEC Filings or as described on Schedule 4.8, there has not been:


 


(i) any
change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in
the financial statements included in the 10-K, except for changes in the ordinary course of business which have not had and could
not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;


 


(ii) any
declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the
Company, or any redemption or repurchase of any securities of the Company;


 


(iii) any
material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries;


 


(iv) any
waiver, not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt owed
to it;


 


(v) any
satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or a Subsidiary, except
in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results
or business of the Company and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed
to be conducted);


 


(vi) any
change or amendment to the Company's Certificate of Incorporation or Bylaws, or material change to any material contract or arrangement
by which the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject;


 


(vii) any
material labor difficulties or labor union organizing activities with respect to employees of the Company or any Subsidiary;


 


(viii) any
material transaction entered into by the Company or a Subsidiary other than in the ordinary course of business;


 


(ix) the
loss of the services of any executive officer, other key employee, or material change in the composition or duties of the senior
management of the Company or any material Subsidiary;


 


(x) the
loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect; or


 


(xi) any
other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.


 






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4.9 SEC
Filings; S-3 Eligibility.


 


(a) At
the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act
and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.


 


(c) The
Company is not eligible to use Form S-3 to register the Registrable Securities (as such term is defined in the Registration Rights
Agreement) for sale or other disposition by the Investors as contemplated by the Registration Rights Agreement.


 


4.10 No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company,
the issuance and sale of the Shares and the effectuation of the Reverse Split will not (i) conflict with or result in a breach
or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Articles of Incorporation
or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available
to the Investors through the EDGAR system), or (b) any statute, rule, regulation or order of any governmental agency or body or
any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties,
except for such conflicts, breaches or violations as have not had and could not reasonably be expected to have a Material Adverse
Effect, individually or in the aggregate, or (ii) conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any
of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except for such as have not had and
could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.


 


4.11 Tax
Matters. The Company and each Subsidiary has timely prepared and filed all tax returns required to have been filed by the
Company or such Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon and timely paid
all other material taxes otherwise owed by it, other than taxes being contested in good faith and for which adequate reserves
have been made on the Company’s financial statements included in the SEC Filings. The charges, accruals and reserves on
the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material
unpaid assessments against the Company or any Subsidiary nor, to the Company’s Knowledge, any basis for the assessment of
any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except
for any assessment which is not material to the Company and its Subsidiaries, taken as a whole. All taxes and other assessments
and levies that the Company or any Subsidiary are required to withhold or to collect for payment have been duly withheld and collected
and paid to the proper governmental entity or third party when due, other than taxes being contested in good faith and for which
adequate reserves have been made on the Company’s financial statements included in the SEC Filings. There are no tax liens
or claims pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary or any of their respective
assets or property. Except as described on Schedule 4.11, there are no outstanding tax sharing agreements or other such
arrangements between the Company and any Subsidiary or other corporation or entity.


 






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4.12 Title
to Properties. Except as disclosed in the SEC Filings, the Company and each Subsidiary has good and marketable title to all
real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them;
and except as disclosed in the SEC Filings, the Company and each Subsidiary holds any leased real or personal property under valid
and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof
by them.


 


4.13 Certificates,
Authorities and Permits. The Company and each Subsidiary possess adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess
has not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, and neither
the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or such Subsidiary, could reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate.


 


4.14 Labor
Matters.


 


(a) Except
as set forth on Schedule 4.14, the Company is not a party to or bound by any collective bargaining agreements or other
agreements with labor organizations. The Company has not violated in any material respect any laws, regulations, orders or contract
terms, affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting
employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours.


 


(b) (i)
There are no labor disputes existing, or to the Company's Knowledge, threatened, involving strikes, slow-downs, work stoppages,
job actions, disputes, lockouts or any other disruptions of or by the Company's employees, (ii) there are no unfair labor practices
or petitions for election pending or, to the Company's Knowledge, threatened before the National Labor Relations Board or any
other federal, state or local labor commission relating to the Company's employees, (iii) no demand for recognition or certification
heretofore made by any labor organization or group of employees is pending with respect to the Company and (iv) to the Company's
Knowledge, the Company enjoys good labor and employee relations with its employees and labor organizations in all material respects.


 






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(c) The
Company is, and at all times has been, in compliance with all applicable laws respecting employment (including laws relating to
classification of employees and independent contractors) and employment practices, terms and conditions of employment, wages and
hours, and immigration and naturalization, except for such instances of non-compliance as have not had and could not reasonably
be expected to have a Material Adverse Effect, individually or in the aggregate. There are no claims pending against the Company
before the Equal Employment Opportunity Commission or any other administrative body or in any court asserting any violation of
Title VII of the Civil Rights Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or any other
federal, state or local Law, statute or ordinance barring discrimination in employment.


 


(d) Except
as disclosed in the SEC Filings or as described on Schedule 4.14, the Company is not a party to, or bound by, any written
employment or other contract or agreement that contains any severance, termination pay or change of control liability or obligation,
including, without limitation, any “excess parachute payment,” as defined in Section 280G(b) of the Internal Revenue
Code.


 


(e) Except
as specified in Schedule 4.14, each of the Company's employees is a Person who is either a United States citizen or holds
a valid visa entitling such employee to work in the United States. To the Company's Knowledge, the Company has no liability for
the improper classification by the Company of such employees as independent contractors or leased employees prior to the Closing.


 


4.15 Intellectual
Property.


 


(a) All
Intellectual Property of the Company and its Subsidiaries consisting of patents, patent applications, registered trademarks, trademark
applications and/or copyrights is currently in compliance in all material respects with all legal requirements (including timely
filings, proofs and payments of fees) and is valid and enforceable. No Intellectual Property of the Company or its Subsidiaries
which is necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted
or as currently proposed to be conducted has been or is now involved in any cancellation, dispute or litigation, and, to the Company’s
Knowledge, no such action is threatened. No patent of the Company or its Subsidiaries has been or is now involved in any interference,
reissue, re-examination or opposition proceeding.


 


(b) All
of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary
for the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as
currently proposed to be conducted to which the Company or any Subsidiary is a party or by which any of their assets are bound
(other than  generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition
price of less than $50,000 per license) (collectively, “License Agreements”) are valid and binding obligations of
the Company or its Subsidiaries that are parties thereto and, to the Company’s Knowledge, the other parties thereto, enforceable
in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and there
exists no event or condition which, to the Company’s Knowledge, will result in a violation or breach of or constitute (with
or without due notice or lapse of time or both) a default by the Company or any of its Subsidiaries under any such License Agreement,
except for such violations, breaches and defaults as have not had and could not reasonably be expected to have a Material Adverse
Effect, individually or in the aggregate.


 






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(c) The
Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary for the conduct
of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed
to be conducted and for the ownership, maintenance and operation of the Company’s and its Subsidiaries’ properties
and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property
and Confidential Information, other than licenses entered into in the ordinary course of the Company’s and its Subsidiaries’
businesses. The Company and its Subsidiaries have a valid and enforceable right to use all third party Intellectual Property and
Confidential Information used or held for use in the respective businesses of the Company and its Subsidiaries.


 


(d) To
the Company’s Knowledge, (i) the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted
does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property rights
of any third party or any confidentiality obligation owed to a third party, and (ii) the Intellectual Property and Confidential
Information of the Company and its Subsidiaries which are necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be conducted are not being Infringed by any third party.
There is no litigation or order pending or outstanding or, to the Company’s Knowledge, threatened or imminent, that seeks
to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual Property or Confidential
Information of the Company and its Subsidiaries and the Company’s and its Subsidiaries’ use of any Intellectual Property
or Confidential Information owned by a third party, and, to the Company’s Knowledge, there is no valid basis for the same.


 


(e) The
consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration,
loss, impairment of or restriction on the Company’s or any of its Subsidiaries’ ownership or right to use any of the
Intellectual Property or Confidential Information which is necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be conducted.


 


(f) The
Company and its Subsidiaries have taken reasonable steps to protect the Company’s and its Subsidiaries’ rights in
their Intellectual Property and Confidential Information. To the Company’s Knowledge, each employee, consultant and contractor
who has had access to Confidential Information which is necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be conducted has executed an agreement to maintain the
confidentiality of such Confidential Information and has executed appropriate agreements that are substantially consistent with
the Company’s standard forms thereof. Except under confidentiality obligations, there has been no material disclosure of
any of the Company’s or its Subsidiaries’ Confidential Information to any third party.


 






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4.16 Environmental
Matters. Neither the Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances
(collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject
to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject
to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably
be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s
Knowledge, threatened investigation that might lead to such a claim.


 


4.17 Litigation.
Except as described on Schedule 4.17, there are no pending actions, suits or proceedings against or affecting the Company,
its Subsidiaries or any of its or their properties; and to the Company’s Knowledge, no such actions, suits or proceedings
are threatened or contemplated. Neither the Company nor any Subsidiary, nor any director or executive officer thereof, is or since
January 1, 2013 has been the subject of any action involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge, there is not pending or
contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.
The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company
or any Subsidiary under the 1933 Act or the 1934 Act.


 


4.18 Financial
Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent
corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the
Company and its Subsidiaries as of the dates shown and their consolidated results of operations and cash flows for the periods
shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles
applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case
of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements
of the Company included in the SEC Filings filed prior to the date hereof or as described on Schedule 4.18, neither the
Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary
course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none
of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.


 






    	 	-12-	 



     


    

 


4.19 Insurance
Coverage. The Company and each Subsidiary maintains in full force and effect insurance coverage that, to the Company’s
Knowledge, is customary for comparably situated companies for the business being conducted and properties owned or leased by the
Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities,
claims and risks against which it is customary for comparably situated companies to insure.


 


4.20 Trading
Market. The Common Stock is registered pursuant to Section 12(g) of the 1934 Act and is quoted on OTCQB maintained by OTC
Markets Group Inc. (the “OTCQB”), and the Company has taken no action designed to, or likely to have the effect
of, terminating the registration of the Common Stock under the 1934 Act or removal from quotation of the Common Stock from the
OTCQB, nor has the Company received any notification that the SEC or the OTCQB is contemplating terminating such registration
or quotation.


 


4.21 Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule
4.21.


 


4.22 No
General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general
advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares.


 


4.23 No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions
contemplated hereby or would require registration of the Shares under the 1933 Act.


 


4.24 Rule
506 Compliance. To the Company's Knowledge, neither the Company, any Insider, the Agent nor any Agent Related Person is subject
to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2)(i) or (d)(3) of the 1933 Act. The Company is not
disqualified from relying on Rule 506 of Regulation D under the 1933 Act (“Rule 506”) for any of the reasons stated
in Rule 506(d) in connection with the issuance and sale of the Shares to the Investors pursuant to this Agreement. The Company
has exercised reasonable care, including without limitation, conducting a factual inquiry that is appropriate in light of the
circumstances, into whether any such disqualification under Rule 506(d) exists. The Company has furnished to each Investor, a
reasonable time prior to the date hereof, a description in writing of any matters relating to the Company, the Insiders, the Agent
and the Agent Related Persons that would have triggered disqualification under Rule 506(d) but which occurred before September
23, 2013, in each case, in compliance with the disclosure requirements of Rule 506(e). The Company has exercised reasonable care,
including without limitation, conducting a factual inquiry that is appropriate in light of the circumstances, into whether any
such disqualification under Rule 506(d) would have existed and whether any disclosure is required to be made to Investor under
Rule 506(e). Any outstanding securities of the Company (of any kind or nature) that were issued in reliance on Rule 506 at any
time on or after September 23, 2013 have been issued in compliance with Rule 506(d) and (e).


 






    	 	-13-	 



     


    

 


4.25 Private
Placement. The offer and sale of the Shares to the Investors as contemplated hereby is exempt from the registration requirements
of the 1933 Act.


 


4.26 Shell
Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1).


 


4.27 Questionable
Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their
respective current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company
or any Subsidiary, has on behalf of the Company or any Subsidiary or in connection with their respective businesses: (a) used
any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity;
(b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established
or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on
the books and records of the Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment of any nature.


 


4.28 Transactions
with Affiliates. Except as disclosed in the SEC Filings or as disclosed on Schedule 4.28, none of the executive officers
or directors of the Company and, to the Company’s Knowledge, none of the other officers or employees of the Company is presently
a party to any transaction with the Company or any Subsidiary (other than as holders of stock options and/or warrants, and for
services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any
such employee has a substantial interest or is an officer, director, trustee or partner.


 


4.29 Internal
Controls. The Company is in material compliance with the provisions of the Sarbanes-Oxley
Act of 2002 currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general
or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general
or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets
and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established
disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure
controls and procedures to ensure that material information relating to the Company, including the Subsidiaries, is made known
to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently
filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company has established internal control
over financial reporting (as defined in 1934 Act Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures and the
Company’s internal control over financial reporting (collectively, “internal controls”) as of the end of the
period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The
Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about
the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there
have been no significant changes in the Company's internal controls or, to the Company's Knowledge, in other factors that could
significantly affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of
accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.


 






    	 	-14-	 



     


    

 


4.30 Disclosures.
Neither the Company nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information
that constitutes or might constitute material, non-public information, other than (i) the terms of the transactions contemplated
hereby, (ii) the specific terms of the Reverse Split, and (iii) preliminary information on the Company’s expected results
for the quarter ended March 31, 2018 (collectively, the “Disclosures”). The written materials delivered to the Investors
in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading.


 


4.31 Investment
Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing
will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


4.32. No
Fiduciary. The Company acknowledges that none of the Investors is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement, the other Transaction Documents and the transactions contemplated
hereby and thereby, and any advice or other guidance provided by any Investor or any of its representatives and agents with respect
to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to
such Investor’s entry into such transactions. The Company’s decision to enter into this Agreement and the other Transaction
Documents has been based solely on the independent evaluation by the Company and its representatives and agents.


 






    	 	-15-	 



     


    

 


5. Representations
and Warranties of the Investors. Each of the Investors hereby severally, and not jointly, represents and warrants to the Company
that:


 


5.1 Organization
and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all
requisite corporate, partnership or limited liability company power and authority to invest in the Shares pursuant to this Agreement.


 


5.2 Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equity principles.


 


5.3 Purchase
Entirely for Own Account. The Shares to be received by such Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of the 1933 Act without prejudice, however, to such Investor’s right
at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities
laws. Nothing contained herein shall be deemed a representation or warranty by
such Investor to hold the Shares for any period of time. Such Investor is not a broker-dealer registered with the SEC under
the 1934 Act or an entity engaged in a business that would require it to be so registered.


 


5.4 Investment
Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.


 


5.5 Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the
offering of the Shares. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other
due diligence investigation conducted by such Investor shall modify, limit or otherwise affect such Investor’s right to
rely on the Company’s representations and warranties contained in this Agreement.


 


5.6 Restricted
Securities. Such Investor understands that the Shares are characterized as “restricted securities” under the U.S.
federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only
in certain limited circumstances.


 






    	 	-16-	 



     


    

 


5.7 Legends.
It is understood that, except as provided below, certificates evidencing the Shares may bear the following or any similar legend:


 


(a) “The
securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission
of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may
not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended,
(ii) such securities are sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”


 


(b) If
required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state
authority.


 


5.8 Investor
Status. At the time such Investor was offered the Shares, it was, and at the date hereof it is, (i) an “accredited investor”
as defined in Rule 501(a) under the 1933 Act and (ii) an “institutional investor” as defined in Financial Industry
Regulatory Authority Rule 5110(d)(4)(B). Such Investor is not a registered broker dealer registered under Section 15(a) of the
Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an entity engaged in the
business of being a broker dealer. Except as otherwise disclosed in writing to the Company on or prior to the date of this Agreement,
such Investor is not affiliated with any broker dealer registered under Section 15(a) of the 1934 Act, or a member of FINRA or
an entity engaged in the business of being a broker dealer. Such Investor maintains his or her principal residence (in the case
of an individual) or its principal executive office (in the case of an entity) at the location specified on its signature page
hereto.


 


5.9 No
General Solicitation. Such Investor did not learn of the investment in the Shares as a result of any general solicitation
or general advertising.


 


5.10 Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


 


5.11 Prohibited
Transactions. Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting
on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither
such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares
discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments,
including in respect of the Shares, or (z) is subject to such Investor’s review or input concerning such Affiliate’s
investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect
any purchases or sales of the Common Stock, short sale, whether or not against the box, established any “put equivalent
position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any other right (including,
without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates
to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Shares
(each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii)
the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to,
engage, directly or indirectly, in a Prohibited Transaction, other than purchases and sales of shares of Common Stock other than
the Shares. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being
made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right
to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.


 






    	 	-17-	 



     


    

 


5.12 The
Agent. Such Investor understands that the Agent has acted solely as the agent of the Company in the placement of the Shares,
and that the Agent makes no representation or warranty with regard to the merits of this transaction or as to the accuracy of
any information such Investor may have received in connection therewith. Such Investor acknowledges that it has not relied on
any information or advice furnished by or on behalf of the Agent.


 


5.13 No
Legal Advice From the Company. Such Investor acknowledges, that it had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. Such Investor is relying solely on
such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents
for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction, other than as expressly set forth in this Agreement.


 


5.14 Regulation
M. Such Investor is aware that the anti-manipulation rules of Regulation M under the 1934 Act may apply to sales of Common
Stock and other activities with respect to the Common Stock by the Investors.


 


6.
Conditions to Closing.


 


6.1 Conditions
to the Investors’ Obligations. The obligation of each Investor to purchase the Shares at the Closing is subject to the
satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to
itself only):


 


(a) The
representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at
all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an
earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations
and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material
respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of
such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to
be performed by it on or prior to the Closing Date.


 






    	 	-18-	 



     


    

 


(b) The
Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of
the purchase and sale of the Shares and the consummation of the other transactions contemplated hereby to be consummated on or
prior to the Closing, all of which shall be in full force and effect.


 


(c) The
Company shall have executed and delivered the Registration Rights Agreement.


 


(d) No
judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Documents.


 


(e) The
Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial
Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d)
and (h) of this Section 6.1.


 


(f) The
Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date,
certifying the resolutions adopted by the Board of Directors of the Company, or a duly appointed committee thereof, approving
the transactions contemplated by this Agreement and the other Transaction Documents, the issuance of the Shares and the Reverse
Split, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures
and authority of persons signing the Transaction Documents and related documents on behalf of the Company.


 


(h) The
Investors shall have received opinions from Morgan, Lewis & Bockius LLP, the Company's counsel, and The Doney Law Firm, the
Company’s Nevada counsel, each dated as of the Closing Date, in form and substance reasonably acceptable to the Investors
and addressing such legal matters as the Investors may reasonably request.


 


(i) No
stop order or suspension of trading shall have been imposed by OTCQB, the SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock.


 






    	 	-19-	 



     


    

 


6.2 Conditions
to Obligations of the Company. The Company's obligation to sell and issue the Shares at the Closing is subject to the satisfaction
on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:


 


(a) The
representations and warranties made by the Investors in Section 5 hereof, other than the representations and warranties contained
in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 (the “Investment Representations”), shall be true and correct
in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force
and effect as if they had been made on and as of said date. The Investment Representations shall be true and correct in all respects
when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been
made on and as of said date. The Investors shall have performed in all material respects all obligations and covenants herein
required to be performed by them on or prior to the Closing Date.


 


(b) The
Investors shall have executed and delivered the Registration Rights Agreement.


 


(c) The
Investors shall have delivered the Purchase Price to the Company.


 


6.3 Termination
of Obligations to Effect Closing; Effects.


 


(a) The
obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:


 


(i) Upon
the mutual written consent of the Company and the Investors;


 


(ii) By
the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been
waived by the Company;


 


(iii) By
an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment,
and shall not have been waived by the Investor; or


 


(iv) By
either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to May 9, 2018;


 


provided,
however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall
not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach
has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.


 


(b) In
the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3,
written notice thereof shall forthwith be given to the other Investors by the Company and the other Investors shall have the right
to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this
Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of
this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under
this Agreement or the other Transaction Documents.


 






    	 	-20-	 



     


    

 


7. Covenants
and Agreements of the Company.


 


7.1 Reports.
The Company will furnish to the Investors and/or their assignees such information relating to the Company and its Subsidiaries
as from time to time may reasonably be requested by the Investors and/or their assignees; provided, however, that the Company
shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless
prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides
the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information
for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company
with respect thereto.


 


7.2 No
Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict
or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Documents.


 


7.3 [Intentionally
omitted]


 


7.4 Compliance
with Laws. The Company will comply in all material respects with all applicable laws, rules, regulations, orders and decrees
of all governmental authorities.


 


7.5 Termination
of Covenants. The provisions of Sections 7.1 through 7.4 shall terminate and be of no further force and effect on the date
on which the Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of
any registration covering the Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate.


 






    	 	-21-	 



     


    

 


7.6 Removal
of Legends. In connection with any sale or disposition of the Shares by an Investor pursuant to Rule 144 or pursuant to any
other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor
with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for
the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Shares sold or disposed
of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement
or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer
Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without
legends upon receipt by such Transfer Agent of the legended certificates for such shares upon the request of an Investor and (B)
cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends
may be effected under the Act. From and after the earlier of such dates, upon an Investor’s written request, the Company
shall promptly cause certificates evidencing the Investor’s Shares to be replaced with certificates which do not bear such
restrictive legends. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate,
if: (1) the unlegended certificate is not delivered to an Investor within two (2) Trading Days of submission by that Investor
of a legended certificate to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received
by the Investor, the Investor, or any third party on behalf of such Investor or for the Investor’s account, purchases (in
an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares
represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred
either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock
as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor as a result
of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable
to the Investor in respect of the Buy-In. Such payment shall constitute the Investor’s exclusive monetary remedy for a Buy-In,
but shall not limit the Investor’s right to pursue any equitable remedies available to it hereunder, including without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver unlegended
shares of Common Stock as required pursuant to the terms hereof.


 


7.7 Consummation
of Reverse Split. The Company shall use its reasonable best efforts to effect the Reverse Split as promptly as practicable
after the date hereof. The Company shall provide to the Investors copies of the filed Certificate of Amendment effecting the Reverse
Split as promptly as practicable after the filing thereof with the Secretary of State of Nevada.


 


7.8 Nasdaq
Matters. As soon as practicable, but no later than the 90th day after the Closing Date, the Company shall (i) cause
its Common Stock (including the Shares) to be listed on Nasdaq and (ii) re-constitute its Board of Directors to consist of not
less than five members, a majority of whom shall constitute “Independent Directors” as defined in Nasdaq Marketplace
Rule 5605(a)(2).


 


7.9 Subsequent
Equity Sales; Registration Statements.


 


(a) From
the date hereof until ninety (90) days after the Closing Date, without the consent of the Required Investors, neither the Company
nor any Subsidiary shall issue shares of Common Stock or Common Stock Equivalents. Notwithstanding the foregoing, the provisions
of this Section 7.9(a) shall not apply to (i) the issuance of the Shares, (ii) the issuance of Common Stock or Common Stock Equivalents
upon the conversion or exercise of any securities of the Company or a Subsidiary outstanding on the date hereof, provided that
the terms of such security are not amended after the date hereof to decrease the exercise price or increase the Common Stock or
Common Stock Equivalents receivable upon the exercise, conversion or exchange thereof or (iii) the issuance of any Common Stock
or Common Stock Equivalents (A) pursuant to any Company equity incentive plan approved by the Company’s stockholders and
in place as of the date hereof, or (B) if not issued pursuant to a plan described in clause (A), to members of the Company’s
Board of Directors in consideration for their service on the Board of Directors, in the ordinary course of business and in amounts
and on terms consistent with past practice.


 






    	 	-22-	 



     


    

 


(b) From
the date hereof until the earlier of (i) three years from the Closing Date or (ii) such time as no Investor holds any of the Shares,
the Company shall be prohibited from effecting or entering into an agreement to effect any “Variable Rate Transaction”.
The term “Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or
equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares
of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the
trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities,
or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance
of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an
equity line of credit, whereby the Company may sell securities at a future determined price. For the avoidance of doubt, the issuance
of a security which is subject to customary anti-dilution protections, including where the conversion, exercise or exchange price
is subject to adjustment as a result of stock splits, reverse stock splits and other similar recapitalization or reclassification
events, shall not be deemed to be a “Variable Rate Transaction.”


 


(c) The
Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act)
that will be integrated with the offer or sale of the Shares in a manner that would require the registration under the 1933 Act
of the sale of the Shares to the Investors, or that will be integrated with the offer or sale of the Shares for purposes of the
rules and regulations of any trading market such that it would require stockholder approval prior to the closing of such other
transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 


(d) The
Company shall not, from the date hereof until ninety (90) days after the Effective Date, prepare and file with the SEC a registration
statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities,
other than (i) a Registration Statement pursuant to the Registration Rights Agreement or (ii) any registration statement or post-effective
amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered
on Form S-8 or, in connection with an acquisition, on Form S-4.


 


7.10 Equal
Treatment of Investors. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the Investors. For
clarification purposes, this provision constitutes a separate right granted to each Investor by the Company and negotiated separately
by each Investor, and is intended for the Company to treat the Investors as a class and shall not in any way be construed as the
Investors acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.


 






    	 	-23-	 



     


    

 


8. Survival
and Indemnification.


 


8.1
Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing
of the transactions contemplated by this Agreement.


 


8.2
Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective
directors, officers, trustees, partners, members, managers, employees and agents, and their respective successors and assigns,
from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney
fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim
or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such
Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed
on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are
incurred by such Person.


 


8.3
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt
notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that
any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense
of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written
advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims
(in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on
behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice
shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that
the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of
more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with
the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect of such claim or litigation.


 






    	 	-24-	 



     


    

 


9. Miscellaneous.


 


9.1 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the
Required Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder
in whole or in part to an Affiliate or to a third party acquiring some or all of its Shares in a transaction complying with applicable
securities laws without the prior written consent of the Company or the other Investors. The provisions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Without limiting the
generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business
combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the
effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations
of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares”
shall be deemed to refer to the securities received by the Investors in connection with such transaction. 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.


 


9.2 Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may be delivered by facsimile or other form of electronic
transmission, which shall be deemed an original.


 


9.3 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.


 


9.4 Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete
transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by
the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All
notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate
by ten days’ advance written notice to the other party:


 


If
to the Company:


 


OptimzeRx
Corporation


400
Water Street, Suite 200


Rochester,
Michigan 48307


Attention:
Chief Financial Officer


Fax:
(248) 453-5529


 






    	 	-25-	 



     


    

 


With
a copy to:


 


Morgan,
Lewis & Bockius LLP


One
Federal Street


Boston,
Massachusetts 02110


Attention:
Mark B. Stein


Fax:
(617) 341-7701


 


If
to the Investors:


 


to
the addresses set forth on the signature pages hereto.


 


9.5 Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall reimburse the
Special Situations Funds for their reasonable out-of-pocket expenses incurred in connection with the transactions contemplated
by the Transaction Documents (including, but not limited to, the reasonable fees and disbursements of Lowenstein Sandler LLP,
counsel to the Funds), in an amount not to exceed $40,000 regardless of whether the transactions contemplated hereby are consummated;
it being understood that Lowenstein Sandler LLP has only rendered legal advice to the Special Situations Funds participating in
this transaction and not to the Company or any other Investor in connection with the transactions contemplated hereby, and that
each of the Company and each Investor has relied for such matters on the advice of its own respective counsel. Such fee shall
be paid at the Closing or, if the Closing does not occur, within five (5) Business Days of the termination of this Agreement.
The Company shall reimburse the Investors upon demand for all reasonable out-of-pocket expenses incurred by the Investors, including
without limitation reimbursement of fees and disbursements for one counsel (which shall be Lowenstein Sandler LLP unless the Special
Situations Funds no longer hold any Shares), in connection with any amendment, modification or waiver of this Agreement or the
other Transaction Documents requested by the Company. In the event that legal proceedings are commenced by any party to this Agreement
against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party or parties
which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable attorneys’
fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.


 


9.6 Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any
Shares purchased under this Agreement at the time outstanding, each future holder of all such Shares, and the Company.


 






    	 	-26-	 



     


    

 


9.7 Publicity.
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by
the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors)
or the Required Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably
withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities
exchange or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the
Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release
or announcement in advance of such issuance. By 8:30 a.m. (New York City time) on the trading day immediately following the execution
and delivery of this Agreement, the Company shall (i) issue a press release (the “Press Release”) disclosing the execution
of this Agreement, describing the transactions contemplated hereby and by the other Transaction Documents and disclosing the Disclosure,
and (ii) file a Current Report on Form 8-K attaching the press release described in the foregoing sentence as well as copies of
the Transaction Documents. In addition, the Company will make such other filings and notices in the manner and time required by
the SEC or the OTCQB. From and after the issuance of the Press Release, no Investor will be deemed to be in possession of any
material nonpublic information regarding the Company. The Company acknowledges that the Investors are relying on the prior sentence
in effecting transactions in the Company’s securities and that such reliance is reasonable.


 


9.8 Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


 


9.9 Entire
Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute
the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


9.10 Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


9.11 Construction.
The parties agree that they and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto.


 






    	 	-27-	 



     


    

 


9.12Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
AS TO THIS WAIVER.


 


9.13 Independent
Nature of Investors' Obligations and Rights. The obligations of each Investor under any Transaction Document are several and
not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Shares pursuant to
the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any
Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder
and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Shares or enforcing
its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each
of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple
Investors and not because it was required or requested to do so by any Investor.


 


[signature
page follows]




    	 	-28-	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 


	The
    Company:	OPTIMIZERX
    CORPORATION
	 	 	 
	 	By:	 
	 	Name: 	Douglas
    P, Baker
	 	Title:	Chief
    Financial Officer


 




    	 	-29-	 



     


    

 


	The
    Investors:	SPECIAL
    SITUATIONS FUND III QP, L.P.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	General
    Partner


 


Aggregate
Purchase Price: $2,984,000.40


Number
of Shares: 1,657,778


 


Address
for Notice:


 


527
Madison Avenue


Suite
2600


New
York, NY 10022


 


with
a copy to:


 


Lowenstein
Sandler LLP


One
Lowenstein Drive


Roseland,
NJ 07068


Attn:
John D. Hogoboom, Esq.


Telephone: 973.597.2500


Facsimile: 973.597.2400


 




    	 	-30-	 



     


    

 


	 	SPECIAL
    SITUATIONS CAYMAN FUND, L.P.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	General
    Partner


 


Aggregate
Purchase Price: $1,116,000


Number
of Shares: 620,000


 


Address
for Notice:


 


527
Madison Avenue


Suite
2600


New
York, NY 10022


 


with
a copy to:


 


Lowenstein
Sandler LLP


One
Lowenstein Drive


Roseland,
NJ 07068


Attn:
John D. Hogoboom, Esq.


Telephone: 973.597.2500


Facsimile: 973.597.2400


 




    	 	-31-	 



     


    

 


	 	SPECIAL
    SITUATIONS PRIVATE EQUITY FUND, L.P.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	General
    Partner


 


Aggregate
Purchase Price: $900,000


Number
of Shares: 500,000


 


527
Madison Avenue


Suite
2600


New
York, NY 10022


 


with
a copy to:


 


Lowenstein
Sandler LLP


One
Lowenstein Drive


Roseland,
NJ 07068


Attn:
John D. Hogoboom, Esq.


Telephone: 973.597.2500


Facsimile: 973.597.2400


 




    	 	-32-	 



     


    

 


	 	PARK
    WEST PARTNERS INTERNATIONAL, LIMITED
	 	 	 
	 	By: 	Park
    West Asset Management LLC
	 	Title: 	Investment
    Manager
	 	 	 
	 	By:	 
	 	Name: 	Grace
    Jimenez
	 	Title:	Chief
    Financial Officer


 


Aggregate
Purchase Price: $320,041.80


Number
of Shares: 177,801


 


Address
for Notice:


 


c/o
Park West Asset Management LLC


900
Larkspur Landing Circle, Suite 165


Larkspur,
CA 94939


 




    	 	-33-	 



     


    

 


	 	PARK
    WEST INVESTORS MASTER FUND, LIMITED
	 	 	 
	 	By:  	Park
    West Asset Management LLC
	 	Title: 	Investment
    Manager
	 	 	 
	 	By:	 
	 	Name:	Grace
    Jimenez
	 	Title:	Chief
    Financial Officer


 


Aggregate
Purchase Price: $2,829,958.20


Number
of Shares: 1,572,199


 


Address
for Notice:


 


c/o
Park West Asset Management LLC


900
Larkspur Landing Circle, Suite 165


Larkspur,
CA 94939


 




    	 	-34-	 



     


    

 


	 	FIRST
    BANK & TRUST
	 	CUSTODIAN
    FOR RONALD L. CHEZ IRA
	 	 	 
	 	By:	 
	 	Name: 	Karen
    Rose, as custodian for Ronald L. Chez IRA


 


Aggregate
Purchase Price: $849,999.60


Number
of Shares: 472,222


 


Address
for Notice:


 


555
W. Madison Street


Chicago,
IL 60601


 


 




-35-