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”).
Blue Torch Finance, LLC c/o Blue Torch Capital LP 150 East 58th Street, 39th Floor New York, NY 10155Financing Agreement • 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
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 2023 • OptimizeRx Corp • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 11, 2023 (the “Agreement Date”), is entered into by and among OptimizeRx Corporation, a Nevada corporation (“Buyer”), Healthy Offers, Inc., a Nevada corporation d/b/a Medicx Health (the “Company”), the Securityholders of the Company who now or hereafter become a party to this Agreement, and Michael Weintraub, not it his individual capacity, but solely in his capacity as the representative, agent and attorney-in-fact of the Securityholders (the “Representative”). The Buyer and the Company are referred to collectively herein as the “Parties” and each as a “Party.”
JOINDER AND SUPPORT AGREEMENT TO AGREEMENT AND PLAN OF MERGERJoinder and Support Agreement • October 16th, 2023 • OptimizeRx Corp • Services-business services, nec
The undersigned (the “Undersigned”) is executing and delivering this Joinder and Support Agreement (this “Joinder”), dated as of the date set forth below, to the Agreement and Plan of Merger, dated as of October 11, 2023 (as the same has been or may hereafter be amended, amended and restated, supplemented, or otherwise modified, the “Merger Agreement”), by and among OptimizeRx Corporation, a Nevada corporation (the “Buyer”), Healthy Offers, Inc., a Nevada corporation (the “Company”), the Securityholders of the Company who become a party to the Agreement, including by means of a Joinder, and Michael Weintraub, not in his individual capacity, but solely in his capacity as the representative, agent and attorney-in-fact of the Securityholders and only for the express purposes provided in the Merger Agreement and for no other purpose (the “Representative”). All capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
