Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (the “Agreement”) is made and entered into as of this 2nd day of May, 2018
by and among OptimizeRx Corporation, a Nevada corporation (the “Company”), and the “Investors” named in
that certain Purchase Agreement by and among the Company and the Investors dated as of the date hereof (the “Purchase Agreement”).
Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined
herein.


 


The
parties hereby agree as follows:


 


1. Certain
Definitions.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“Investors”
means the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent
holder of any Shares or Registrable Securities.


 


“Prospectus”
means (i) any prospectus (preliminary or final) included in any Registration Statement, as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under
the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registrable
Securities” means (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for
the Shares, whether by merger, charter amendment, or otherwise; provided, that, a security shall cease to be a Registrable Security
(and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder
with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared
effective by the SEC under the 1933 Act and such Registrable Securities have been disposed of by the holder thereof in accordance
with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule
144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public
information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable
to the Transfer Agent and the affected holders (assuming that such securities and any securities issuable upon exercise, conversion
or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate
of the Company), as reasonably determined by the Company, upon the advice of counsel to the Company and the Transfer Agent has
issued certificates for such Registrable Securities to the holder thereof, or as such holder may direct, without any restrictive
legend.


 






     

     


    

 


“Registration
Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of
the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Required
Investors” means, as of any time, the Investors beneficially owning a majority of the Registrable Securities at such
time.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


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


 


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


 


2. Registration.


 


(a) Registration
Statements.


 


(i) Initial
Registration Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase
Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”),
the Company shall prepare and file with the SEC one Registration Statement on Form S-1 covering the resale of the Registrable
Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as
Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement
without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under
the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration
Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior
written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request
for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel
prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the
SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not
as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement
for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is
filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy
for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each
Investor in cash no later than three (3) Business Days after the end of each 30-day period.


 






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(ii) S-3
Registration Statement. Promptly following the date (the “Qualification Date”) upon which the Company becomes
eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than
sixty (60) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration
statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement
on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf
Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering
the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata
payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate invested by
such Investor pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time
for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should
have been filed for which no such Shelf Registration Statement is filed. Such payments shall constitute the Investors’ exclusive
monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall
be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day period.


 


(b) Expenses.
The Company will pay all expenses associated with effecting the registration of the Registrable Securities, including filing and
printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities
for sale under applicable state securities laws, listing fees, fees and expenses of one counsel to the Investors up to an aggregate
of $10,000 and the Investors’ other reasonable out-of-pocket expenses in connection with the registration, but excluding
discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with
respect to the Registrable Securities being sold.


 


(c) Effectiveness.


 


(i) The
Company shall use commercially reasonable efforts to have any Registration Statement declared effective as soon as practicable.
The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four
(24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies
of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (A)(x)
a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i)
five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made
or that the SEC has no further comments on the Registration Statement or (ii) the 90th day after the Closing Date or
(y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after
the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further
comments on the Registration Statement or (ii) the 90th day after the Qualification Deadline, or
(B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration
Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the
Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make pro rata payments
to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such
Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof until the applicable circumstance
described above has been cured (the “Blackout Period”). Such payments shall constitute the Investors’ exclusive
monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The amounts payable
as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each
month following the commencement of the Blackout Period until the termination of the Blackout Period. Such payments shall be made
to each Investor in cash.


 






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(ii) For
not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period,
the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event
that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public
information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the
best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that
such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the
circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly
(a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent
of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the
Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially
reasonable efforts to terminate an Allowed Delay as promptly as practicable.


 


(d) Rule
415; Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a
Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the
1933 Act or requires any Investor to be named as an “underwriter”, the Company shall use its reasonable best efforts
to persuade the SEC that the offering contemplated by a Registration Statement is a bona fide secondary offering and not an offering
“by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”.
The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC
regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with
respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects.
In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses
to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities
(the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the
Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively,
the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter”
in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant
to this Section 2(d) shall be allocated among the Investors on a pro rata basis unless the SEC Restrictions otherwise require
or provide or the Investors otherwise agree. No damages, including liquidated damages pursuant to this Section 2 shall accrue
as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance
with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after
the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated
damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline and the
Qualification Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such
Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such
Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.


 






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(e) Right
to Piggyback Registration.


 


(i) If
at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable
under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B)
the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration
statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company
for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to
the holders of the Registrable Securities of its intention to do so (but in no event less than thirty (30) days before the anticipated
filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act, include in such registration all
Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15)
days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders
of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder
may request and shall indicate the intended method of distribution of such Registrable Securities.


 


(ii) Notwithstanding
the foregoing, (A) if such registration involves an underwritten public offering, the Investors must sell their Registrable Securities
to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply
to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses
as set forth in Section 2(b)) and subject to the Investors entering into customary underwriting documentation for selling stockholders
in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable
Securities pursuant to Section 2(e)(i) and prior to the effective date of the registration statement filed in connection with
such registration, the Company shall determine for any reason not to cause such registration statement to become effective under
the 1933 Act, the Company shall deliver written notice to the Investors and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section
2(e)(ii) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the
obligation to pay liquidated damages under this Section 2.


 






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3. Company
Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities
in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a) use
commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective
for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration
Statement as amended from time to time, have been sold or otherwise disposed of pursuant to the Registration Statement or in a
transaction in which the transferee receives freely tradable shares., and (ii) the date on which the Registrable Securities no
longer constitute “Registrable Securities” pursuant to the definition thereof (the “Effectiveness Period”)
and advise the Investors in writing when the Effectiveness Period has expired;


 


(b) prepare
and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be
necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933
Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c) provide
copies to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements
thereto no fewer than three (3) Business Days prior to their filing with the SEC and not file any document to which such counsel
reasonably objects;


 


(d) furnish
to the Investors and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC,
or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the
case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus
and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement
(other than any portion thereof which contains information for which the Company has sought confidential treatment), and (ii)
such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such
other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such Investor that are covered by the related Registration Statement;


 


(e) use
commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if
such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f) prior
to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with
the Investors and their counsel in connection with the registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any and all other commercially
reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities
covered by the Registration Statement; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where
it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such
jurisdiction;


 






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(g) use
commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h) immediately
notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of
any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus
as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing;


 


(i) otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the
1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment
thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time during
the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors
are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its
security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings
statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder
(for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal
quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last
quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal
quarter); and


 






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(j) With
a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company
covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the
holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities
shall have been resold pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in which the transferee receives
freely tradable shares; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under
the 1934 Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a
written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s
most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested
in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities
without registration. In the event that the Company fails to comply with the requirements of this Section 3(j) after the 180th
day after the Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty,
in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30-day
period or pro rata for any portion thereof until such failure is cured; provided, however, that only Investors that have
not sold or otherwise disposed of all of their Registrable Securities prior to such failure shall be entitled to receive liquidated
damages pursuant to this Section 3. Such payments shall constitute the Investors’ exclusive monetary remedy for such events,
but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash
no later than three (3) Business Days after the end of each 30-day period.


 


4. Due
Diligence Review; Information. If requested by an Investor who may be deemed to be an “underwriter,” the Company
shall make available, during normal business hours, for inspection and review by such Investor, advisors to and representatives
of such Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), all financial
and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s
officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the
Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time
to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such
representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence
with respect to the Company and the accuracy of such Registration Statement.


 


The
Company shall not disclose material nonpublic information to any such Investor, or to advisors to or representatives of the Investor,
unless prior to disclosure of such information the Company identifies such information as being material nonpublic information
and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality
agreement with the Company with respect thereto.


 






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5. Obligations
of the Investors.


 


(a) Each
Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and
the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company
shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the
Registrable Securities included in the Registration Statement. An Investor shall provide such information to the Company at least
two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have
any of the Registrable Securities included in the Registration Statement.


 


(b) Each
Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified
the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c) Each
Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant
to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor
is advised by the Company that such dispositions may again be made.


 


6. Indemnification.


 


(a) Indemnification
by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, managers,
partners, trustees, employees and agents and other representatives, successors and assigns, and each other person, if any, who
controls such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several,
to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged
omission of any material fact contained in any Registration Statement, any Prospectus, or any amendment or supplement thereof;
(ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities
under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”);
(iii) the omission or alleged omission to state in a Blue Sky Application a material fact required to be stated therein or necessary
to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated
under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection
with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration
Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will
undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such officer,
director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished
by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.


 






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(b) Indemnification
by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted
by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning
of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from
any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement
or Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but
only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor
to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In
no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expenses paid
by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise
been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable
Securities included in the Registration Statement giving rise to such indemnification obligation.


 


(c) 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.


 






    	 	-10-	 



     


    

 


(d) Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act
shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution
obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses
paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon
the sale of the Registrable Securities giving rise to such contribution obligation.


 


7. Miscellaneous.


 


(a) 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 Required Investors.


 


(b) Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 9.4 of the Purchase
Agreement.


 


(c) Assignments
and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors
and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one
or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person,
provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company
promptly after such assignment is effected.


 


(d) Assignments
and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise)
without the prior written consent of the Required Investors; provided, however, that 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 “Registrable Securities” shall be deemed to include the securities
received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors
after giving effect to such transaction.


 






    	 	-11-	 



     


    

 


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


 


(f) 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 via facsimile or other form of electronic
communication, which shall be deemed an original.


 


(g) 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.


 


(h) 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 provisions hereof prohibited or unenforceable
in any respect.


 


(i) 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.


 


(j) Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


(k) Governing
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 OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 






    	 	-12-	 



     


    

 





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


 






    	 	-13-	 



     


    

 


	The
    Investors:	SPECIAL
    SITUATIONS FUND III QP, L.P.
	 	SPECIAL
        SITUATIONS CAYMAN FUND, L.P.

        SPECIAL
        SITUATIONS PRIVATE EQUITY FUND, L.P.

	 	 	 
	 	By:	            
	 	Name:
	 	Title:
    General Partner








 






    	 	-14-	 



     


    

 


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





 






    	 	-15-	 



     


    

 


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


 






    	 	-16-	 



     


    

 





Exhibit
A


 


Plan
of Distribution


 


The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares
of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any
or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.


 


The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:


 


		-	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		-	block
                                         trades in which the broker-dealer will attempt to sell the shares as agent, but may position
                                         and resell a portion of the block as principal to facilitate the transaction;



 


		-	purchases
                                         by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		-	an
                                         exchange distribution in accordance with the rules of the applicable exchange;



 


		-	privately
                                         negotiated transactions;



 


		-	short
                                         sales effected after the date the registration statement of which this Prospectus is
                                         a part is declared effective by the SEC;



 


		-	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;



 


		-	broker-dealers
                                         may agree with the selling stockholders to sell a specified number of such shares at
                                         a stipulated price per share;



 


		-	a
                                         combination of any such methods of sale; and



 


		-	any
                                         other method permitted by applicable law.



 


The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.


 






    	 	-17-	 



     


    

 


In
connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course
of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 


The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.


 


The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests
therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject
to the prospectus delivery requirements of the Securities Act.


 


To
the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.


 


In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.


 






    	 	-18-	 



     


    

 


We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.


 


We
have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.


 


We
have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective
until the earlier of (i) the date that such securities become eligible for resale without volume or manner-of-sale restrictions
and without current public information pursuant to Rule 144 and certain other conditions have been satisfied, or (ii) all of the
securities have been sold or otherwise disposed of pursuant to the registration statement of which this prospectus forms a part
or in a transaction in which the transferee receives freely tradable shares.


 


 


 -19-