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.
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.
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).
Amended and Restated GUARANTY AGREEMENTGuaranty Agreement • September 21st, 2011 • OptimizeRx Corp • Services-business services, nec • Florida
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of September 16, 2011 by and between OptimizeRx Corporation, a Michigan corporation (“Guarantor”), 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.
Termination Agreement and ReleaseTermination Agreement and Release • September 21st, 2011 • OptimizeRx Corp • Services-business services, nec • New York
This Termination Agreement and Release (this “Agreement”) is made this 16th day of September, 2011, by and among OPTIMIZERx CORPORATION, a Nevada corporation (the “Company ”), OPTIMIZERx CORPORATION, a Michigan corporation (the “Guarantor”), 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”), Physicians Interactive Holdings, LLC, a limited liability company formed under the laws of the State of Delaware (“PIH”) and Physicians Interactive Inc., a Delaware corporation (“PI”).
Third Amended and Restated GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • September 21st, 2011 • OptimizeRx Corp • Services-business services, nec • New York
THIS THIRD AMENDED and Restated GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is dated as of September 16, 2011, by and among 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, and amends and restates the 2010 Security Agreement (as defined below).
