Exhibit 10.1

AMENDMENT TO CONSULTING AGREEMENT

This Amendment to Consulting Agreement, dated as of June 30, 2015 (this "Amendment"), is between SS International Consulting, Ltd. (the "Consultant") and Medytox Solutions, Inc., a Nevada corporation ("MMMS").

WHEREAS, the Consultant and MMMS are parties to that certain Consulting Agreement, dated March 15, 2014 (the "Consulting Agreement"); and

WHEREAS, the Consultant and MMMS desire to amend certain provisions of the Consulting Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Compensation and Bonus . The Compensation and Bonus section of the Consulting Agreement is amended by adding the following at the end thereof:

MMMS agrees to issue 200,000 shares of common stock, par value $.0001 per share (the "Common Stock"), to the Consultant. The Consultant represents and warrants to MMMS as follows:

It is acquiring the Common Stock for its own account and for investment purposes only and without the intent toward the further sale and/or distribution thereof. In addition, the undersigned is familiar with the business and financial condition of MMMS, has been afforded the opportunity to ask management of MMMS all relevant questions concerning the Common Stock and MMMS, and understands that there are numerous and substantial risks associated with the investment in such Common Stock, including the risk that it may have to bear the complete economic loss of such investment. The undersigned has had an opportunity to review all of MMMS' filings with the Securities and Exchange Commission. It further agrees, acknowledges, represents and warrants that the Common Stock is deemed "restricted" securities and that in order for it to sell, transfer and/or assign any such Common Stock, it would have to effectuate any such transaction pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Act"), or in accordance with an exemption from the registration requirements under such Act. It further acknowledges that the exemption currently afforded under Rule 144, promulgated under the Act, requires that it hold the Common Stock for at least six months and that certain other conditions must be satisfied under such Rule at the time of any sale. It further agrees and acknowledges that MMMS has no current intention of filing a registration statement covering said Common Stock. Accordingly, the liquidity of said investment evidenced by the Common Stock is restricted, and it may not be able to sell or otherwise dispose, assign, hypothecate, pledge or otherwise transfer any of such Common Stock for a period of time. In addition, it hereby represents and warrants that neither MMMS nor any of its officers, directors, affiliates or shareholders have made any representations or warranties to it with respect to the future performance of MMMS or the Common Stock. It further represents and warrants that it is an accredited investor, as such term is defined under the Act and that it has the financial sophistication, experience and business acumen necessary in order to evaluate an investment in MMMS and the Common Stock, including the tax consequences related thereto. It further represents and warrants that it is a Bahamian international business corporation.

2. Reference to and Effect on the Consulting Agreement .

(a) On and after the date hereof, each reference in the Consulting Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Consulting Agreement shall in each case mean and be a reference to the Consulting Agreement as amended hereby.

(b) Except as specifically amended above, the Consulting Agreement is and shall continue to be in full force and effect and in all respects is hereby ratified and confirmed.

3. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement"), effective as of September 9, 2015, is made and entered into by and between Medytox Solutions, Inc., a Nevada corporation with its principal place of business at 400 South Australian Avenue, Suite 800, West Palm Beach, Florida, 33401, together with its successors and assigns ("Company"), and Jason P. Adams ("Employee"), 11663 Sunrise View Lane, Wellington, Florida, 33449.

WHEREAS, the Company desires to employ Employee on the terms and conditions of this Agreement; and

WHEREAS, Employee desires to be employed by the Company on the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement and for other good and valuable consideration, the Parties agree as follows:

1. Position and Duties . Employee shall serve as the Company's Chief Financial Officer. Employee will report to the Company's Chief Executive Officer. Employee agrees to use his best efforts to perform his duties for the Company diligently and to the best of his ability. Employee shall work exclusively for the Company and will not undertake, either as an owner, director, shareholder, employee, or otherwise, the performance of services for compensation (actual or expected) for any other entity without the express written consent of the Chief Executive Officer. During his employment with the Company, Employee agrees to: (a) devote all of his business time and attention to performing his duties under this Agreement; (b) serve the Company at all times faithfully, diligently and to the best of his ability; (c) use his best efforts to promote the success of the Company's business; (d) cooperate fully in the advancement of the best interests of the Company; and (e) comply with all policies, procedures, and practices established by the Company from time to time and perform services in accordance with all applicable laws.

2. Employment Term . The Company agrees to employ Employee and Employee agrees to be employed by the Company subject to the terms and conditions of this Agreement. The term of this Agreement shall be for a period of two (2) years beginning on September 9, 2015, and shall be renewable for successive one-year Terms, pursuant to the terms and conditions set forth herein unless earlier terminated as provided by Section 4 of this Agreement (the "Employment Term"). Either party may terminate this Agreement upon the expiration of its then-current Employment Term by delivering written notice of his/its intention to the nonterminating party not less than sixty (60) days prior to the expiration of the then-current Employment Term. During the notice period, Employee's Base Salary and Benefits under Section 3 will remain unchanged; provided , however , that Employee must fulfill all duties and responsibilities set forth herein and use his best efforts to train and support any replacement hired by the Company. Failure of Employee to comply with this requirement may result in Termination for Cause (as defined below).

3. Compensation and Benefits .

(a) Base Salary . The Company shall pay Employee an annual gross salary of $200,000.00, subject to applicable withholdings and deductions, which shall be payable in accordance with the Company's customary payroll practices ("Base Salary"). Employee's Base Salary will be reviewed annually during the Employment Term and may be modified at the Company's discretion.

(b) Vacation, Sick Leave, and Personal Days . Employee will be entitled to annual leave time of three (3) weeks of vacation, five (5) days of sick leave, and five (5) personal days. Vacation time, personal days, and sick leave shall not be accumulated after the end of any year. Employee's use of vacation time shall be subject to the Company's prior approval. Sick leave shall accumulate at the rate of one-half day per month.

(c) Expenses . During his employment with the Company, upon the submission of reasonable supporting documentation by Employee and in accordance with the Company's reimbursement policy, the Company shall reimburse Employee for all reasonable and customary business expenses incurred by Employee in the course of and pursuant to the business of the Company.

(d) Benefits . During his employment with the Company, Employee shall be eligible to participate in all employee benefit plans, policies, programs, and other benefits of the Company generally maintained for Company employees. The Company agrees to pay 100% of the monthly premiums for Employee and his spouse for any medical, vision, and dental benefits. The Company does not guarantee the adoption or continuance of any particular plan or program during the term of Employee's employment and reserves the right to amend or terminate any such plan at any time for any reason. Employee's participation in any benefit plan or program shall be subject to the provisions, rules, regulations and laws applicable thereto.

(e) Bonus Payment . Employee shall be entitled to participate in any annual bonus plan that may be approved by the Chief Executive Officer and the Board of Directors and while there is no guarantee that any Bonus will be granted in the future the Company has adopted a policy subject to cash position and Board approval of making a one off annual Bonus payment to employees in December of each year.

(f) Employee Stock Options . Employee shall be entitled to participate in any employee stock option plan that may be implemented by the Company for an employee as described below.

(i) Employee shall be granted options to purchase 33,000 shares of common stock, par value $.0001 per share (the "Medytox Common Stock"), of the Company on December 31, 2015 and options to purchase 100,000 shares of Medytox Common Stock each December 31 thereafter (if he remains then employed on each such date by the Company) at the prevailing market price per share on the grant date;

(ii) In the event the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of April 15, 2015 (the "Merger Agreement"), among CollabRx, Inc., CollabRx Merger Sub, Inc. and the Company is consummated, any grant of options provided for in this Section 3(f) to be made after the date of the Merger shall be for shares of common stock, par value $.01 per share (the "CollabRx Common Stock"), of CollabRx, Inc.;

(iii) The number of shares of Common Stock issuable upon the exercise of the options to be granted to the Employee pursuant to this Section 3(f) shall be appropriately adjusted in the event of any merger, consolidation, stock split or other similar event; provided , that , no adjustment shall be made upon the consummation of the Merger or the Parent Reverse Split (as defined in the Merger Agreement); and

(iv) Except as may be provided in any option plan pursuant to which the options may be granted, all awards will be subject to the terms of such plan.

4. Termination . Notwithstanding any other provision of this Agreement, prior to expiration of the Employment Term, this Agreement may be terminated under the following circumstances:

(a) Termination by the Company for Cause . Employee's employment hereunder may be terminated at any time by the Company for "Cause" upon written notice to the Employee. For purposes of this Section 4(a), "Cause" shall mean: (i) embezzlement, theft or other misappropriation of any Company property including, but not limited to, any misuse of Company funds or submission of any false, improper, or unnecessary expense reports, (ii) any conviction of, withhold of adjudication as to, or plea of no contest (nolo contendre) entered by Employee as to any violation of law, other than a minor traffic offense, (iii) material breach of his fiduciary obligations to the Company, (iv) any material failure to perform his job duties or material neglect of his job duties, which failure or neglect is not cured within ten (10) days following written notice to the Employee, (v) any breach of this Agreement, which breach is not cured within ten (10) days following written notice to the Employee of such breach, or (vi) any violation by Employee of the laws, rules, or regulations or orders of any governmental agency applicable to the Company. If Employee's employment is terminated by the Company for Cause, in addition to any other remedies the Company may have at law or in equity, the Employment Term shall expire immediately and the Company's obligations under Section 3 hereof shall immediately cease, except that the Company shall pay to Employee any earned but unpaid Base Salary.

(b) Termination by the Company without Cause . Employee's employment hereunder may be terminated at any time by the Company for any reason (other than Cause as defined above), by providing Employee with sixty (60) days written notice. During the notice period, Employee's Base Salary and Benefits under Section 3 will remain unchanged; provided , however , that Employee must fulfill all duties and responsibilities set forth herein and use his best efforts to train and support any replacement hired by the Company. Failure of Employee to comply with this requirement may result in Termination for Cause (as defined above). In the event that Employee's employment is terminated by the Company without Cause Employee will be paid his Base Salary for the lesser of: (i) six months from the date of termination or (ii) the remainder of the then-current Employment Term. In the event of a termination by the Company without Cause, Employee will also be eligible for continuing medical insurance coverage for Employee and his dependents under the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA").

(c) Termination by the Employee . The Employee may terminate his employment with the Company for any reason by providing thirty (30) days written notice to the Company. During the notice period, Employee's Base Salary and Benefits under Section 3 will remain unchanged; provided , however, that Employee must fulfill all duties and responsibilities set forth herein and use his best efforts to train and support any replacement hired by the Company. Failure of Employee to comply with this requirement may result in Termination for Cause (as defined above).

(d) Termination due to Death or Disability . In the event of a termination due to Employee's death or Disability, the Company shall pay to Employee or Estate any earned but unpaid Base Salary within thirty (30) days following Employee's death or Disability. "Disability" shall mean a mental or physical impairment which results in the Employee being unable to perform the essential functions of his position for any consecutive or non-consecutive ninety (90) day period over any 1-year period during the Employment Period. Any dispute regarding the existence, the extent, or the continuance of a Disability shall be resolved by the determination of a duly-licensed and practicing physician selected by the mutual agreement of Employee and the Company. In the event the Parties cannot agree on a physician, the Company may select a physician to evaluate Employee. The cost of any such medical examination shall be borne equally by the Parties.

(e) Termination Obligations . In the event of Employee's termination for any reason, Employee shall cooperate fully with the Company in all matters relating to completing pending work on behalf of Company and the orderly transfer of work to other employees of the Company. Employee shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to Employee's acts or omissions while employed by the Company. Employee's obligations under this Section 4(e) shall survive termination of this Agreement and Employee's employment with the Company.

(f) Offices/Directorships . In the event of Employee's termination for any reason, Employee shall be deemed to have resigned from all offices and directorships then held with Company.

5. Confidentiality; Non-Disclosure .

(a) Confidential Information . "Confidential Information" means any information about the Company, or any of its customers, clients, suppliers, or vendors in any form, however and whenever acquired, that is not generally known to business competitors or the general public, and shall include without limitation: (i) confidential, secret, and/or proprietary knowledge, data, or information; (ii) any "trade secret," as that term is defined by the Florida Uniform Trade Secrets Act ("FUTSA"), § 688.000, et seq., or as defined by any other state or federal law governing trade secrets, including the Uniform Trade Secrets Act; (iii) inventions, ideas, products, processes, formulas, patterns, compilations, devices, methods, techniques, processes, data, research, programs, know-how, improvements, discoveries, computer programs, source codes, and database structures; (iv) business methods, operations, plans, projects, finances, prices and costs, sales and shipping information/techniques, market studies, competitive analyses, accounts receivable or payable, billing methods, pricing policies, and other non-public financial information; (v) information concerning internal affairs, memoranda, policies, legal affairs, and security methods; and (vi) customer, client, vendor, and supplier names and addresses, lists, financial information, data, purchasing and supply histories.

(b) Employee Obligations . During the course of Employee's employment with the Company, Employee will be given and receive access to Confidential Information. At all times during and subsequent to Employee's employment, Employee will not, directly or indirectly, disclose, discuss, publish, disseminate, or otherwise use or suffer to be used in any manner, any Confidential Information, except as otherwise allowed by this Agreement. Employee will use Confidential Information only for the contemplated purposes for the sole benefit of the Company and will disclose Confidential Information only as required in the course and scope of Employee's job duties. Immediately upon the termination of Employee's employment for any reason or at any time when requested by the Company, Employee will return all Confidential Information to the Company. Employee further acknowledges and agrees that a breach of any of the provisions of this Section 5 will leave the Company without an adequate remedy at law and therefore agrees that the remedy provided for herein is equitable and just, namely: (1) the Company shall be entitled to an immediate injunction to prohibit the further breach of any of these provisions, (2) the Company shall be entitled to prosecute to the extent allowed by law, and (3) the Company shall be entitled to recover fees associated with the cost of prosecution and damages.

6. Ownership of Company Property and Assignment of Intellectual Property . All Confidential Information is, and shall remain the Company's property and Employee will not remove any Confidential Information from Company premises. Additionally, any intellectual property, including patent, copyright and trademark rights, that are created by Employee, within the scope of employment during the period of his employment with the Company, are hereby irrevocably assigned to the Company.

(a) Work Made for Hire . All original works of authorship which are made, developed or prepared by Employee (solely or jointly with others) within the scope of and during the period of his employment with the Company, including, but not limited to, any designs, forms, formulas, materials, products, deliverables, work product, developmental or experimental work, computer software programs (including, without limitation, images, text, source code, html code, and scripts), databases, other original works, and any upgrades, modifications or enhancements to the foregoing, are the property of the Company, and all right, title and interest therein shall vest in the Company and shall be deemed a "work made for hire", as that term is defined in the United States Copyright Act. Unless otherwise agreed to in writing by the Company, nothing in this or any other agreement shall be construed to grant to Employee any ownership right, title or interest in or license to any of the foregoing works. To the extent that title to any such works may not, by operation of law, vest in the Company, or such works may not be considered to be "work made for hire", all right, title and interest therein are hereby irrevocably assigned by Employee to the Company without limitation. Employee hereby agrees to give to the Company and any person designated by the Company, any reasonable assistance, and shall execute, or cause to be executed, any such instrument required to perfect and enforce the rights defined herein.

(b) Assignment of Inventions . During the course of Employee's employment with the Company, Employee may make, develop or conceive of inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registerable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice (collectively referred to as "Inventions"). The term "Inventions" further includes any useful process, composition of matter, software, machine, process, discovery, document or improvement which relates to the business activities in which the Company is or may become engaged. Employee agrees that he will promptly make full written disclosure to the Company and hereby assigns to the Company, or its designee, in perpetuity, all of his right, title, and interest in and to any and all Inventions, including background information necessary to practice such Inventions.

(c) Patent and Copyright Registrations . The Company and its nominees shall have the right to apply for statutory protections of such Inventions in any and all countries and jurisdictions. Furthermore, Employee agrees to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries and jurisdictions, including the disclosure to the Company of all pertinent information and data with respect thereto, and the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights. Employee further acknowledges that his obligation to execute or cause to be executed, when it is in his power to do so, any such instrument or papers shall continue after the termination of this Agreement or his employment hereunder. If the Company is unable because of Employee's mental or physical incapacity to secure Employee's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Employee. The foregoing rights shall also apply to any divisions, continuations, renewals, reissues and extensions of the foregoing, as applicable, now existing or hereafter filed, issued or acquired.

7. Restrictive Covenants . Employee agrees to the following Restrictive Covenants:

(a) Non-Compete . During employment and for a period of twelve (12) months after the termination of Employee's employment with the Company for any reason whatsoever ("Restricted Period"), Employee will not, directly or indirectly (on Employee's own behalf or on behalf of any other person or entity). engage in any business or own an interest in any business, including but not limited to, a sole proprietorship, partnership, corporation, joint stock company, joint venture, limited liability company, trust or other form of business entity, or unincorporated organization, whether as an individual proprietor, partner, shareholder, joint venturer, member, trustee, officer, director, consultant, broker, employee, or in any manner whatsoever (except for an ownership interest not exceeding five percent (5%) of a publicly-traded entity), that (i) conducts business within the State of Florida or within a one hundred (100) mile radius of any geographic area in which the Company then conducts business and (ii) is competitive with any business in which the Company has been engaged at any time during Employee's employment.

(b) Non-Solicit of Employees . During the Restricted Period, Employee will not, directly or indirectly (on Employee's own behalf or on behalf of any other person or entity), contact, recruit, solicit or otherwise seek to induce any employee or contractor of the Company to terminate his/its employment or engagement with the Company. This covenant applies to any employee or contractor who, at the time of such attempted recruitment/hire by Employee is currently employed or engaged with the Company or was previously employed or engaged with the Company within the three (3) year period immediately preceding the termination of Employee's employment.

(c) Non-Solicit of Customers/Business Relationships . During the Restricted Period, other than for the benefit of the Company, Employee will not, directly or indirectly, solicit, contact, or do business with any customer of the Company regarding any business engaged in by the Company; and/or divert or attempt to divert from the Company or otherwise interfere with any business relationship between the Company and any existing or prospective client or other source of business, investor, customer, client, vendor or other person or entity with which the Company maintains or has maintained a business relationship. For purposes of this Agreement, "customer" shall include any specific prospective or existing person or entity with whom the Company has engaged in business at any time during Employee's employment or within the three (3) year period preceding Employee's employment.

(d) Reasonableness of Restrictive Covenants . Employee has carefully read and considered the promises made in this Agreement. Employee agrees that the promises made in this Agreement are reasonable and necessary for protection of the Company's legitimate business interests, including but not limited to, its trade secrets; Confidential Information; existing and specific prospective customer relationships; productive and competent workforce; and undisrupted workplace. Employee further agrees that prior to signing this Agreement, he has been provided a reasonable time to review the Agreement and an opportunity to consult separate counsel concerning the terms of this Agreement.

(e) Savings Clause; Full Effect . If it is determined by a court of competent jurisdiction that any restriction in this Section 7 is excessive in duration or scope or is unreasonable or unenforceable, it is the intention of the Parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by law. Additionally, the Company shall be entitled to the full benefit of the promises stated in this Agreement. Accordingly, if Employee violates any or all of the covenants, this Agreement shall remain in full force and effect beyond the expiration of the term of the promise, such that the Company receives the full benefit of its bargain. Employee's obligations under this Agreement shall survive the termination of Employee's employment with the Company.

(f) Independent Obligations . The restrictive covenants contained in this Agreement are independent of any other obligations owed by the Company to Employee. The existence of any claim or cause of action by Employee against the Company, whether based on this Agreement or otherwise created, shall not create a defense to the enforcement by the Company of any restrictive covenants contained herein.

(g) Injunction . Employee acknowledges that a breach by him of the restrictive covenants contained in this Agreement will cause irreparable damage to the Company. Accordingly, in the event of a breach or threatened breach of the restrictive covenants contained in this Agreement, the Company shall be entitled to preliminary and permanent injunctive relief against Employee and all persons or entities acting in concert with Employee, to restrain the violation.

8. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to principles of conflict of laws. Employee agrees to submit to the jurisdiction of the State of Florida; Employee agrees that any dispute concerning the interpretation or application of this Agreement shall be heard BY A JUDGE AND NOT A JURY ; and agrees that any suit shall be brought exclusively in any state or federal court of competent jurisdiction in Palm Beach County, Florida. Employee waives any and all objections to jurisdiction or venue.

9. Miscellaneous . The prevailing Party in any dispute concerning enforcement of the terms of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs. The waiver by the Company of any breach or default by Employee of any of the terms of this Agreement shall not be deemed to be, nor shall the same constitute, a waiver of any subsequent breach or default on Employee’s part. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original and all of which shall together constitute one instrument. This Agreement may not be altered, modified, waived, or amended except by written instrument signed by the Parties. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Party’s rights or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Subject to Section 7(c), if any provision contained in this Agreement shall be found invalid by any court of competent jurisdiction, such findings shall not affect the validity of the other provisions contained in this Agreement and the invalid provisions shall be deemed to have been severed from this Agreement. The provisions of this Section and Sections 4(e), 5, 6, 7, and 8 shall survive the termination or expiration of this Agreement and the Employment Term. Employee may not assign any rights under this Agreement, but the Company may assign its rights under this Agreement. This Agreement shall inure to the benefit of the Company’s successors, assigns, and related entities, regardless of whether such entity is in existence at the time of this Agreement or formed thereafter, and Employee hereby consents to the assignment to and enforcement of this Agreement by any successor, assignee, co-employer, parent, affiliate, joint venture or related entity of the Company. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

The Company:

400 South Australian Avenue
Suite 800
West Palm Beach, Florida 33401
Attn: Seamus Lagan

Employee:

Mr. Jason P. Adams
11663 Sunrise View Lane
Wellington, Florida 33449

or to such other addresses as either Party hereto may from time to time give notice of to the other in the aforesaid manner.

10. Employee's Representations .

(a) The Employee represents and warrants to the Company that: (a) there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful his entering into, or performing his obligations under, this Agreement, and that entering into this Agreement will not violate any agreement to which he is a party or any other legal restriction; (b) he will not use or disclose any confidential information of any prior employer or other person or entity during his employment with the Company; (c) he has, at his own expense, undertaken an independent analysis of the merits and risks of being awarded options under and pursuant to the terms of this Agreement, including any tax and legal consequences relating to the grant of such options, and upon exercise thereof, pursuant to the terms of such options, the ownership of the underlying shares of Common Stock; (d) he has been given an opportunity to review the books and records of the Company, all of which have been made available to him, including all of the Company's filings with the Securities and Exchange Commission; (e) he has had sufficient time to review the books and records of the Company; (f) he has fully satisfied himself as to any questions he may have concerning the Company, its assets, its liabilities and the Common Stock; (g) he acknowledges that (A) any options awarded and granted pursuant to this Agreement, cannot be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, except in compliance with the Plan pursuant to which such options were granted, the terms and conditions of such option grant, and applicable securities laws and/or regulations, (B) he may have to hold the shares of Common Stock issuable upon exercise of such options for an indefinite period of time, and (C) he may have to bear the complete economic loss of his investment in the options and/or the shares of Common Stock issuable upon exercise of such options; (h) none of the information supplied by Employee to the Company or any representative of the Company or placement agency in connection with Employee's employment by the Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; (i) his entering into, or performing his obligations under, this Agreement will not make the Company subject to any order, legal process, decree, or prohibition to which it would not otherwise be subject and will not limit or adversely affect the Company or its business; (j) he, or persons he has retained, has knowledge, skill and experience in financial business and investment matters relating to an investment of this type and are capable of evaluating the merits and risks of such investment in the options and/or the shares of Common Stock issuable upon exercise of such options, and protecting such Employee in connection with such investment; and (k) the Employee does not have any business or other relationship that creates or may create a conflict between the interests of the Employee and the Company or any affiliate.

(b) The Employee represents and warrants to the Company that (i) he is a resident of the State of Florida; is an accredited investor, as such term is defined under the Securities Act of 1933, as amended, and is acquiring all of the equity, including the options, referenced herein, for his own account and without the intent toward the further sale or distribution thereof; (ii) he has the financial sophistication and business acumen necessary to evaluate the acquisition of any equity position in the Company, including the options and the shares of Common Stock underlying such options; understands that there are significant risks associated with such investments, evidenced by the acquisition of such options and the shares of Common Stock underlying such options; has been afforded the opportunity to ask management of the Company all relevant questions concerning the investments; has been afforded adequate answers to any and all of such inquiries; and understands that there may be significant tax consequences to him regarding such investments; and (iii) no one associated, directly or indirectly, with the Company, has rendered any tax advice to him, or has made any representations or guarantees to him as to the future value or worth of any equity position in the Company, including the options and the shares of Common Stock underlying such options.

(c) The Employee further agrees that each representation and warranty made by him in this Agreement will be deemed automatically given by him to the Company as of each date subsequent to the date hereof, when any equity (including options) pursuant this Agreement is being issued to him. Notwithstanding anything contained in this Agreement to the contrary, the issuance of any equity (including options) is subject to the ability of the issuer, in its sole discretion, to reasonably comply (without significant effort or cost) with applicable securities laws and/or regulations. Nothing contained in this Agreement shall cause or obligate the issuer to file a registration statement with the Securities and Exchange Commission with respect to any equity (including options) being acquired by the Employee.

11. Finality of Agreement . This document, when executed by the parties, supersedes all other agreements either verbal or written between the parties with respect to the matters discussed.

12. Acknowledgment . Employee acknowledges that he has read and understands this Agreement and Employee agrees to be bound by the terms and conditions described in this Agreement.

13. Code Section 409A Compliance .

(a) It is intended that the provisions of this Agreement are either exempt from or comply with the terms and conditions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations and guidance promulgated thereunder (collectively, "Code Section 409A"), and to the extent that the requirements of Code Section 409A are applicable thereto, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith.

(b) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

(c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a "Separation from Service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean Separation from Service.

(d) To the extent that reimbursements and in kind benefits provided under this Agreement are subject to Code Section 409A, such reimbursements and in kind benefits shall meet the following requirements: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year; (ii) the reimbursements for expenses for which Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement, dated as of June 16, 2015 (this "Amendment"), is between Medytox Solutions, Inc., a Nevada corporation (the "Company"), and Sharon Hollis (the "Employee").

WHEREAS , the Company and the Employee are parties to that certain Employment Agreement, dated as of October 1, 2012 (the "Employment Agreement"); and

WHEREAS , the Company and the Employee desire to amend certain provisions of the Employment Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Section 1 . Section 1 of the Employment Agreement is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:

1. Position and Duties .

(a) Employee hereby vacates the position of Vice President of Operations of the Company and agrees to serve as an employee of the Company on a part-time non-exclusive basis. Employee shall report directly to and take direction from the Chief Executive Officer of the Company. Her duties will be assisting with certain projects that the Employee and the Chief Executive Officer agree upon. The exact definition of such projects and the expected duties of the Employee in connection therewith shall be clearly defined in a project description document prior to project commencement. Employee agrees to use her best efforts to perform her duties for the Company diligently and to the best of her ability. During her employment with the Company, Employee agrees to: (i) serve the Company at all times faithfully, diligently and to the best of her ability; (ii) use her best efforts to promote the success of the Company's business; (iii) cooperate fully in the advancement of the best interests of the Company; and (iv) comply with all policies, procedures, and practices established by the Company from time to time and perform services in accordance with all applicable laws. There will be no minimum or maximum number of hours that the Company will require that the Employee will be available hereunder; provided , that , if the Employee accepts a full-time position with another employer Employee shall be deemed to have terminated her employment with the Company pursuant to Section 4(c) upon the completion of any then - active projects ( provided , further , that , if the Employee works up to 50 hours per week for a veterinarian independent clinical laboratory it shall not be considered a full-time position with another employer for purposes of this Section 1).

(b) The Company confirms and agrees that solely the fact that the Employee is working for up to 50 hours per week to initiate a veterinarian independent clinical laboratory shall not be a violation of (i) Section 7(a) of the Employment Agreement; (ii) Section 24 of the Agreement for the Purchase of Certain Business Assets, dated September 10, 2012, among DASH Software, LLC, the Employee and the Company ( provided , that , this shall not authorize the use of the Software (as defined in such Agreement) by such, or in connection with Employee's working for such, veterinarian independent clinical laboratory); (iii) Section 8 of the Certificate of Designation for the Series B Non-Convertible Preferred Stock of the Company; or (iv) Section 8 of the form of the Certificate of Designation for the Series B Convertible Preferred Stock of CollabRx, Inc., attached as Annex I to the Registration Statement on Form S-4 filed by CollabRx, Inc.

2. Section 3(a) . Section 3(a) of the Employment Agreement is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:

(a) Base Salary . The Company shall pay the Employee an annual gross salary of $85,000.00, subject to applicable withholdings and deductions, which shall be payable in accordance with the Company's customary semi-monthly payroll practices ("Base Salary").

3. Section 3(d) . Section 3(d) of the Employment Agreement is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:

(d) During her employment with the Company, upon the submission of reasonable supporting documentation by the Employee and in accordance with the Company's reimbursement policy, the Company shall reimburse Employee for all reasonable and customary business expenses incurred by Employee in the course of and pursuant to the business of the Company, provided , that , no travel or exceptional expenses shall be reimbursed unless pre-approved by the Company.

4. Section 3(e) . Section 3(e) of the Employment Agreement is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:

(e) [Intentionally omitted]

5. Section 12 . Section 12 is hereby added to the Employment Agreement and shall provide as follows:

12. Code Section 409A Compliance .

6. Section 13 . Section 13 is hereby added to the Employment Agreement and shall provide as follows:

13. Options . In the event the merger (the "Merger") between the Company and CollabRx Merger Sub, Inc. ("Merger Sub") is consummated pursuant to the terms of the Merger Agreement, dated as of April 15, 2015 (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Merger Agreement"), among the Company, CollabRx, Inc. ("CollabRx") and Merger Sub, the Company agrees to use its best efforts to effect the grant by CollabRx to the Employee, promptly upon the effectiveness of the Merger, of options to purchase 1,000,000 shares of common stock of CollabRx with an exercise price of $5.00 a share, and options to purchase 1,000,000 shares of common stock of CollabRx with an exercise price of $10.00 a share. Any such grants of options shall be made pursuant to, and subject to the terms of, the CollabRx 2007 Incentive Award Plan (the "Plan") (including, without limitation, the foregoing exercise prices to the extent higher exercise prices may be required pursuant to the Plan). With regard to any such options, the form of Stock Option Grant Notice and Stock Option Agreement to be entered into by the Employee and CollabRx shall be substantially in the form attached as Exhibit A (the "Option Agreement"). A condition to the consummation of the Merger as provided in the Merger Agreement is the authorization of an increase in the number of shares of common stock of CollabRx available for grant pursuant to the Plan, which increase will be sufficient to allow for the grant of the options provided for by this Section 13. Unless terminated earlier pursuant to the terms of the Option Agreement, the $5.00 options shall terminate on December 31, 2017 and the $10.00 options shall terminate on December 31, 2022.

7. Representations and Warranties . At the time of and immediately after giving effect to this Amendment, all representations and warranties of the Employee set forth in the Employment Agreement are true and correct on and as of the date of this Amendment.

8. Reference to and Effect on the Employment Agreement .

(a) On and after the date hereof, each reference in the Employment Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Employment Agreement shall in each case mean and be a reference to the Employment Agreement as amended hereby.

(b) Except as specifically amended above, the Employment Agreement is and shall continue to be in full force and effect and in all respects is hereby ratified and confirmed. This Amendment shall have no effect on the Agreement re: Cancellation of Options, dated as of April 15, 2105, among the Company, the Employee, CollabRx, Inc. and CollabRx Merger Sub Inc.

9. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

EXHIBIT A

COLLABRX, INC.

2007 INCENTIVE AWARD PLAN - STOCK OPTION GRANT NOTICE AND
STOCK OPTION AGREEMENT

CollabRx, Inc., a Delaware corporation (the “ Company ”), pursuant to its 2007 Incentive Award Plan (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“ Stock ”), set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “ Stock Option Agreement ”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Type of Option:      ¨ Incentive Stock Option      x Non-Qualified Stock Option

Vesting Schedule: The Option shall vest in full upon the grant date.

By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “ Grant Notice ”) to which this Stock Option Agreement (this “ Agreement ”) is attached, CollabRx, Inc., a Delaware corporation (the “ Company ”), has granted to the Participant an option under the Company’s 2007 Incentive Award Plan (the “ Plan ”) to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

1.1 Defined Terms . Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a) “ Administrator ” shall mean the Board or the Committee responsible for conducting the general administration of the Plan in accordance with Article 13 of the Plan; provided that if the Participant is an Independent Director, “Administrator” shall mean the Board.

(b) “ Termination of Consultancy ” shall mean the time when the engagement of the Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (a) terminations where there is a simultaneous employment or continuing employment of the Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

(c) “ Termination of Directorship ” shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement.

(d) “ Termination of Employment ” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary.

(e) “ Termination of Services ” shall mean the last to occur of a Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable. A Participant shall not be deemed to have a Termination of Services merely because of a change in the capacity in which the Participant renders service to the Company or any Subsidiary (i.e., a Participant who is an Employee becomes a Consultant) or a change in the entity for which the Participant renders such service (i.e., an Employee of the Company becomes an Employee of a Subsidiary), unless following such change in capacity or service the Participant is no longer serving as an Employee, Director or Consultant of the Company or any Subsidiary.

1.2 Incorporation of Terms of Plan . The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

2.1 Grant of Option . In consideration of the Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

2.2 Exercise Price . The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided , however , that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

2.3 Consideration to the Company . In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability .

(a) Subject to Sections 3.2, 3.3, 5.8 and 5.10 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided in this Agreement, by the Administrator or as set forth in a written agreement between the Company and the Participant.

(c) Notwithstanding anything in this Sections 3.1, pursuant to Section 12.2 of the Plan, the Option shall become fully vested and exercisable in the event of a Change in Control, in connection with which the successor corporation does not assume the Option or substitute an equivalent right for the Option. Should the successor corporation assume the Option or substitute an equivalent right, then no such acceleration shall apply.

3.2 Duration of Exercisability . The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

3.3 Expiration of Option . The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of ten years from the Grant Date;

(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date;

(c) The expiration of three months from the date of the Participant’s Termination of Services, unless such termination occurs by reason of the Participant’s death or Disability or a termination of the Participant's employment without Cause pursuant to Section 4(b) of the Employment Agreement, dated as of October 1, 2012, as amended (the "Employment Agreement"), between the Participant and Medytox Solutions Inc.; or

(d) The expiration of one year from the date of the Participant’s Termination of Services by reason of the Participant’s death or Disability or a termination of the Participant's employment without Cause pursuant to Section 4(b) of the Employment Agreement.

The Participant acknowledges that an Incentive Stock Option exercised more that three months after the Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

3.4 Special Tax Consequences . The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

ARTICLE IV.

EXERCISE OF OPTION

4.1 Person Eligible to Exercise . Except as provided in Sections 5.2(b) and 5.2(c) hereof, during the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

4.2 Partial Exercise . Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.

4.3 Manner of Exercise . The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:

(a) An Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof;

(c) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law rule, or regulation; and

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4 Method of Payment . Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) Cash;

(b) Check;

(c) Delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided , that payment of such proceeds is then made to the Company upon settlement of such sale;

(d) Surrender of other shares of Stock which (A) in the case of shares of Stock acquired from the Company, have been owned by the Participant for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised;

(e) Surrender of shares of Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; or

(f) With the consent of the Administrator, property of any kind which constitutes good and valuable consideration.

4.5 Conditions to Issuance of Stock Certificates . The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

(b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6 Rights as Stockholder . The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 12.1 of the Plan.

ARTICLE V.

OTHER PROVISIONS

5.1 Administration . The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.2 Option Not Transferable .

(a) Subject to Section 5.2(b) hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator and to the extent the Option is not intended to qualify as an Incentive Stock Option, the Participant may transfer the Option (or any portion thereof) to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) any portion of the Option transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution or to another Permitted Transferee; (ii) any portion of the Option which is transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Option as applicable to the Participant (other than the ability to further transfer the Option); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer. For purposes of this Section 5.2(b), “ Permitted Transferee ” shall mean, with respect to a Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or federal tax or securities laws applicable to transferable Options.

(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b) hereof, during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted Transferee may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

5.3 Adjustments . The Participant acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Article 12 of the Plan.

5.4 Notices . Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.4. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

5.5 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.6 Governing Law; Severability . The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.7 Conformity to Securities Laws . The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.8 Amendments, Suspension and Termination . To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board , provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Option in any material way without the prior written consent of the Participant.

5.9 Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

5.10 Notification of Disposition . If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to the Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

5.11 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.12 Not a Contract of Employment . Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

5.13 Entire Agreement . The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.14 Section 409A . Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “ Section 409A ”). The Committee may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to comply with the requirements of Section 409A.