0001361106-08-000414 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2008 • OptimizeRx Corp • Florida

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 5, 2008, 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”).

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SECURITIES PURCHASE AGREEMENT By and Between OPTIMIZERx CORPORATION and VICIS CAPITAL MASTER FUND DATED SEPTEMBER 5, 2008
Securities Purchase Agreement • November 12th, 2008 • OptimizeRx Corp • Florida

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 5th day of September 2008, 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.

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SECURITY AGREEMENT
Security Agreement • November 12th, 2008 • OptimizeRx Corp • Florida

THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of September 5, 2008 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.

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GUARANTOR SECURITY AGREEMENT
Guarantor Security Agreement • November 12th, 2008 • OptimizeRx Corp • Florida

THIS GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is made as of September 5, 2008, 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.

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GUARANTY AGREEMENT
Guaranty Agreement • November 12th, 2008 • OptimizeRx Corp • Florida

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of September 5, 2008 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.

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AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG RFID, LTD., OPTIMIZERX CORPORATION AND THE SECURITY HOLDERS OF OPTIMIZERX CORPORATION
Agreement • November 12th, 2008 • OptimizeRx Corp
Sample 1
PARTNERSHIP AGREEMENT
Partnership Agreement • November 12th, 2008 • OptimizeRx Corp • New Jersey

THIS PARTNERSHIP AGREEMENT ("Agreement"), is made and entered into as of ____________________ by and between OptimizeRx Corporation ("OptimizeRx"), a Michigan corporation having an address at 407 Sixth Street, Rochester, MI 483087 and Dendrite International, Inc. d/b/a Cegedim Dendrite ("Cegedim Dendrite"), a New Jersey corporation having an address at 1405 Route 206 South, Bedminster, New Jersey 07921.

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