REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2014 • OptimizeRx Corp • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 12, 2014, between OptimizeRx Corporation, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2018 • OptimizeRx Corp • Services-business services, nec • New York
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2010 • OptimizeRx Corp • Services-business services, nec • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 4, 2010, by and between OptimizeRx Corporation, a Nevada corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Purchaser”).
2,103,702 Shares OptimizeRx Corporation Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2018 • OptimizeRx Corp • Services-business services, nec • New York
The selling shareholder named in Schedule I hereto (the “Selling Shareholder”) proposes to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 2,103,702 shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of OptimizeRx Corporation, a Nevada corporation (the “Company”). The Company has also granted to the several Underwriters an option to purchase up to 315,555 additional shares of Common Stock on the terms and for the purposes set forth in Section 4 hereof (collectively, the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2018 • OptimizeRx Corp • Services-business services, nec • New York
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”).
FINANCING AGREEMENT Dated as of October 11, 2023 by and among OPTIMIZERX CORPORATION, as the Lead Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE, LLC, as Administrative Agent and Collateral AgentFinancing Agreement • October 16th, 2023 • OptimizeRx Corp • Services-business services, nec • New York
Financing Agreement, dated as of October 11, 2023, by and among OptimizeRx Corporation, a Nevada corporation (the “Lead Borrower” and together with any other Person that becomes a “Borrower” hereunder pursuant to a Joinder Agreement, each a “Borrower” and collectively, the “Borrowers”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
1,325,000 Shares OptimizeRx Corporation Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • OptimizeRx Corp • Services-business services, nec • New York
RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606
SECURITIES PURCHASE AGREEMENT By and Between OPTIMIZERx CORPORATION and VICIS CAPITAL MASTER FUND DATED SEPTEMBER 16, 2011 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2011 • OptimizeRx Corp • Services-business services, nec • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 16th day of September 2011, is made by and between OPTIMIZERx CORPORATION, a Nevada corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • June 11th, 2010 • OptimizeRx Corp • Services-business services, nec • Florida
THIS AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is dated as of June 4, 2010, by and between OptimizeRx Corporation, a Michigan corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands, amends and restates that .
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 11th, 2010 • OptimizeRx Corp • Services-business services, nec • Florida
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made as of June 4, 2010 by and between OptimizeRx Corporation, a Nevada corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2019 • OptimizeRx Corp • Services-business services, nec • New York
William Blair & Company, L.L.C. As Representative of the several Underwriters named in Schedule I hereto c/o William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606
Second AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2011 • OptimizeRx Corp • Services-business services, nec • New York
This Second Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of September 16, 2011, by and between OptimizeRx Corporation, a Nevada corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Vicis”). Physicians Interactive Inc., a Delaware corporation (“PI”), which was a party to the Prior Agreement (as defined below), is not a party to this Agreement pursuant to that certain Termination Agreement and Release by and among the Company, OptimizeRx Corporation , a Michigan corporation, Vicis, Physicians Interactive Holdings, LLC, a Delaware limited liability corporation, and PI dated of even date herewith (the “Termination and Release”). This Agreement amends and restates the Prior Agreement.
Indemnity AgreementIndemnification Agreement • September 30th, 2015 • OptimizeRx Corp • Services-business services, nec • Nevada
This Indemnity Agreement dated as of the 24th day of September, 2015 is made by and between OptimizeRx Corp., a Nevada corporation (the “Corporation”), and Lynn O’Connor Vos (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • OptimizeRx Corp • Services-business services, nec • Michigan
THIS AGREEMENT, made and entered into this August 1st day of 2008, by and between OptimizeRx Corporation, a Colorado Company, hereinafter referred to as "Employer" and Terry Hamilton, hereinafter referred to as the "Employee".
February 25, 2019 William Febbo Dear Will:Employment Agreement • February 26th, 2019 • OptimizeRx Corp • Services-business services, nec • Michigan
On behalf of OptimizeRx Corporation (the “Company” or “OptimizeRx”), the following will update and amend your letter agreement dated February 12, 2016 (the “Offer Letter”) concerning your employment as Chief Executive Officer of the Company, which commenced on February 22, 2016 (the “Hire Date”). This role will continue to report directly to the Board of Directors. You will continue to serve as a member of the Company’s board of directors. The Company is located in Rochester, Michigan, but the Company recognizes you live in Cambridge, Massachusetts and will require extensive travel.
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2009 • OptimizeRx Corp • Services-business services, nec • Michigan
THIS AGREEMENT, made and entered into this April 6th day of 2009, by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred to as “Employer” and David Lester, hereinafter referred to as the “Employee”.
DAVID LESTER AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2010 • OptimizeRx Corp • Services-business services, nec
This Amendment To Employment Agreement ("Amendment") is made this 28th day of July, 2010, between OPTIMIZERx Corporation, a Nevada corporation, (the "Company") and David Lester ("Employee").
Employment AgreementEmployment Agreement • February 8th, 2019 • OptimizeRx Corp • Services-business services, nec
This updated agreement made and entered into this February 7, 2019, by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred to as “Employer” and Terry Hamilton, hereinafter referred to as the “Employee”.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • November 23rd, 2011 • OptimizeRx Corp • Services-business services, nec
This Settlement Agreement and Release ("Settlement Agreement") is entered into effective June 30, 2011, by and between OptimizeRx. Corporation, located at 407 Sixth Street, Rochester, Michigan 48307 ("OptimizeRx."), and Midtown P8.1iners & Co., LLC, with offices at 4218 West Linebaugh Avenue, Tampa, Florida 33624 ("Midtown"). OptimizeRx. and Midtown may collectively be referred to herein as the "Parties," or individually as a "Party."
GUARANTY AGREEMENTGuaranty Agreement • June 11th, 2010 • OptimizeRx Corp • Services-business services, nec • Florida
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 4, 2010 by and between OptimizeRx Corporation, a Michigan corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
Employment AgreementEmployment Agreement • February 8th, 2019 • OptimizeRx Corp • Services-business services, nec
This updated agreement made and entered into this February 17, 2019 by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred to as “Employer” and Douglas P. Baker, hereinafter referred to as the “Employee”.
DAVID HARRELL AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2013 • OptimizeRx Corp • Services-business services, nec
This Amendment to Employment Agreement (“Amendment”) is made this 14th day of August, 2013, between OptimizeRx Corporation, a Nevada corporation (the “Company”) and David Harrell (“Employee”).
TERRY HAMILTON AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2013 • OptimizeRx Corp • Services-business services, nec
This Amendment to Employment Agreement (“Amendment”) is made this 14th day of August, 2013, between OptimizeRx Corporation, a Nevada corporation (the “Company”) and Terry Hamilton (“Employee”).
AgreementConsulting Agreement • June 27th, 2016 • OptimizeRx Corp • Services-business services, nec
This agreement made and entered into this June 22, 2016, by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred to as “Employer” and Brian Dillon, hereinafter referred to as the “Consultant”.
STOCK PURCHASE AGREEMENT by and among CareSpeak Communications, Inc., The Persons listed on Schedule 1.1, and OptimizeRx Corporation Dated October 17, 2018Stock Purchase Agreement • October 17th, 2018 • OptimizeRx Corp • Services-business services, nec • New York
This Stock Purchase Agreement (this “Agreement”) is entered into on October__, 2018 by and among OptimizeRx Corporation, a Nevada corporation (“Buyer”), CareSpeak Communications, Inc., a New Jersey corporation (the “Company”), the Persons listed on Schedule 1.1 (each individually a “Seller” and collectively, the “Sellers”), each of Srdjan Loncar, United HealthCare Services, Inc., Christopher DiCostanzo, and Kresimir Nesek, as the “Seller Indemnitors”, and Srdjan Loncar, not individually but in his capacity as the representative of Sellers (the “Representative”). Buyer, the Company, Sellers and the Representative are referred to collectively herein as the “Parties” and individually as a “Party.”
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 9th, 2016 • OptimizeRx Corp • Services-business services, nec • Michigan
This Separation Agreement and Release (“Agreement”) is made as of May 5, 2016, by and between David Harrell (“Employee”) and OptimizeRx Corp., a Nevada corporation, and its wholly-owned subsidiary, OptimizeRx Corp., a Michigan corporation (collectively referred to herein as, the “Company”). Employee and the Company shall collectively be referred to herein as the “Parties”, and each individually as a “Party.”
INVESTOR RIGHTS AGREEMENT By and Between OPTIMIZERX CORPORATION And WPP LUXEMBOURG GAMMA THREE SARL September 24, 2015Investor Rights Agreement • September 30th, 2015 • OptimizeRx Corp • Services-business services, nec • New York
INVESTOR AGREEMENTInvestor Agreement • March 18th, 2014 • OptimizeRx Corp • Services-business services, nec • Nevada
THIS INVESTOR AGREEMENT (this “Agreement”), is made as of March 12, 2014, by and between OptimizeRx Corp., a Nevada corporation (the “Company”), and Bradley Radoff. (the “Investor”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 25th, 2023 • OptimizeRx Corp • Services-business services, nec • Delaware
This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of this ___ day of ____________, 2023, by and among OptimizeRx Corporation, a Nevada corporation (the “Company”), and the individuals listed on Exhibit A hereto (the “Purchasers”).
Employment AgreementEmployment Agreement • May 3rd, 2019 • OptimizeRx Corp • Services-business services, nec
This updated agreement made and entered into this March 18, 2019, by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred to as “Employer” and Stephen Silvestro, hereinafter referred to as the “Employee”.
Blue Torch Finance, LLC c/o Blue Torch Capital LP 150 East 58th Street, 39th Floor New York, NY 10155Fee Letter • October 16th, 2023 • OptimizeRx Corp • Services-business services, nec
Reference is made to that certain Financing Agreement, dated as of October 11, 2023 (the “Financing Agreement”), by and among OptimizeRx Corporation, a Nevada corporation (the “Lead Borrower”), Orion Merger Sub Inc., a Nevada corporation (as the “Initial Co-Borrower,” which on the Closing Date shall be merged with an into Heathy Offers, Inc., a Nevada Corporation (the “Company”; such merger, the “Closing Date Merger”), with the Company surviving such Closing Date Merger as the “Co-Borrower” and, together with the Lead Borrower, the “Borrowers” and each a “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assign
THIRD AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 21st, 2011 • OptimizeRx Corp • Services-business services, nec • New York
THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made as of September 16, 2011 by and among OptimizeRx Corporation, a Nevada corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands, and amends and restates the 2010 Security Agreement (as defined below).
SHAD STASTNEY AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2013 • OptimizeRx Corp • Services-business services, nec
This Amendment to Employment Agreement (“Amendment”) is made this 14th day of August, 2013, between OptimizeRx Corporation, a Nevada corporation (the “Company”) and Shad L. Stastney (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2013 • OptimizeRx Corp • Services-business services, nec • Michigan
THIS AGREEMENT, made and entered into this 10th day of January, 2013, by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred to as "Employer' and Shad Stastney, hereinafter referred to as the "Employee".
Employment Agreement Addendum For Terry HamiltonEmployment Agreement Addendum • March 31st, 2010 • OptimizeRx Corp • Services-business services, nec
