SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2010 • OptimizeRx Corp • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 5th day of October, 2010, is made by and between OPTIMIZERx CORPORATION, a Nevada corporation (the “Company”), and PHYSICIANS INTERACTIVE INC., a Delaware corporation (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2010 • OptimizeRx Corp • Services-business services, nec • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2010, by and between OptimizeRx Corporation, a Nevada corporation (the “Company”), 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”), and Physicians Interactive Inc., a Delaware corporation (“PI”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 6th, 2010 • OptimizeRx Corp • Services-business services, nec • New York
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made as of October 5, 2010 by and among OptimizeRx Corporation, a Nevada corporation (“Debtor”), Physicians Interactive Inc. (“PI”), a Delaware corporation, 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, as collateral agent for itself and PI (in such capacity, the “Collateral Agent”).
SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • October 6th, 2010 • OptimizeRx Corp • Services-business services, nec • New York
This Securityholders’ Agreement (this “Agreement”) is made and entered into as of October 5, 2010, by and among 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”), and OptimizeRx Corporation, a Nevada corporation (the “Company”).
GUARANTY AGREEMENTGuaranty Agreement • October 6th, 2010 • OptimizeRx Corp • Services-business services, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of October 5, 2010 by and between OptimizeRx Corporation, a Michigan corporation (“Guarantor”), and Physicians Interactive Inc. (“PI”), a Delaware corporation.
SECOND AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • October 6th, 2010 • OptimizeRx Corp • Services-business services, nec • New York
THIS SECOND AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is dated as of October 5, 2010, by and among OptimizeRx Corporation, a Michigan corporation (“Debtor”), Physicians Interactive Inc. (“PI”), a Delaware corporation, 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, as collateral agent for itself and PI (in such capacity, the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 6th, 2010 • OptimizeRx Corp • Services-business services, nec • New York
THIS INTERCREDITOR AGREEMENT (this “Intercreditor Agreement”), dated as of October 5, 2010, is by and among OPTIMIZERx CORPORATION, a Nevada corporation (the “Obligor”), VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust formed under the laws of the Cayman Islands (“Vicis”), for itself and as the Collateral Agent under the Security Agreements (as defined below) (the ”Collateral Agent”), and Physicians Interactive Holdings, LLC, a limited liability company formed under the laws of the State of Delaware (“PI”). Vicis and PI, in their capacities as creditors, are sometimes individually referred to herein as a “Creditor” and collectively as the “Creditors.”
