Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “ Agreement ”) is dated as of December 17, 2015, between MYOS Corporation, a Nevada corporation (the “ Company ”), and RENS Technology Inc., a Nevada corporation and a wholly-owned subsidiary of RENS Agriculture Science & Technology Co. Ltd. (the “ Purchaser ”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1             Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“ Acquiring Person ” shall have the meaning ascribed to such term in Section 4.5.

“ Action ” shall have the meaning ascribed to such term in Section 3.1(j).

“ Additional Shares ” shall have the meaning ascribed to such term in Section 2.1(c).

“ Additional Subscription Amount ” shall have the meaning ascribed to such term in Section 2.1(c).

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“ Board of Directors ” means the board of directors of the Company.

“ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ Closing ” means each of the First Closing, the Second Closing and the Third Closing.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Stock ” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Company Counsel ” means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

“ Disclosure Schedules ” means the Disclosure Schedules of the Company delivered concurrently herewith.

“ Evaluation Date ” shall have the meaning ascribed to such term in Section 3.1(o).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exempt Issuance ” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of, or consultants, advisors or agents to, the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities except in accordance with the relevant agreements governing same, (c) shares of Common Stock issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors, (d) shares of Common Stock issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors and (e) securities issued pursuant to licensing, joint venture, acquisitions or other strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

“ First Closing ” means the closing of the purchase and sale of the Securities pursuant to Section 2.1(a).

“ First Closing Date ” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto pursuant to Section 2.2(a) and Section 2.2(b), and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount as to the First Closing and (ii) the Company’s obligations to deliver the Securities as to the First Closing, in each case, have been satisfied or waived.

“ First Closing Shares ” shall have the meaning ascribed to such term in Section 2.1(a).

“ First Closing Subscription Amount ” means $5,250,000, in United States dollars and in immediately available funds.

“ First Closing Warrant ” means the Common Stock purchase warrant delivered to the Purchaser at the First Closing in accordance with Section 2.2(a) hereof, which First Closing Warrant shall become exercisable on the First Closing Date and shall have a cash exercise price of $7.00 per share (subject to adjustment therein) to purchase 375,000 shares of Common Stock and a term of exercise equal to five (5) years from the initial issue date, in the form of Exhibit A attached hereto.

“ GAAP ” shall have the meaning ascribed to such term in Section 3.1(h).

“ Liens ” means a material lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“ Material Adverse Effect ” shall have the meaning assigned to such term in Section 3.1(b).

“ Participation Maximum ” shall have the meaning ascribed to such term in Section 4.11(a).

“ Per Share Purchase Price ” equals $9.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Pre-emptive Shares ” mean the shares of Common Stock issuable to Persons who have exercised their pre-emptive rights to acquire shares of Common Stock.

“ Pre-Notice ” shall have the meaning ascribed to such term in Section 4.11(b).

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Required Approvals ” shall have the meaning ascribed to such term in Section 3.1(e).

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ SEC Reports ” shall have the meaning ascribed to such term in Section 3.1(h).

“ Second Closing ” shall have the meaning ascribed to such term in Section 2.1(b).

“ Second Closing Date ” means the date of the Second Closing.

“ Second Closing Shares ” shall have the meaning ascribed to such term in Section 2.1(b).

“ Second Closing Subscription Amount ” means $5,000,000, in United States dollars and in immediately available funds.

“ Second Closing Warrant ” means the Common Stock purchase warrant delivered to the Purchaser at the Second Closing in accordance with Section 2.2(a) hereof, which Second Closing Warrant shall become exercisable on the Second Closing Date and shall have a cash exercise price of $10.80 per share (subject to adjustment therein) to purchase 231,481 shares of Common Stock and a term of exercise equal to five (5) years from the initial issue date, in the form of Exhibit A attached hereto.

“ Securities ” means the Shares, the Warrants and the Warrant Shares.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Shareholder Approval ” means such approval as may be required by (a) the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the First Closing Date and (b) the laws of the State of Nevada to (i) change the name of the Company to MYOS RENS Inc., (ii) to increase the number of authorized shares of Common Stock to 12.0 million shares and (iii) to classify the Board of Directors into three classes.

“ Shares ” means the First Closing Shares, the Second Closing Shares and the Third Closing Shares.

“ Short Sales ” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 

“ Subscription Amount ” means the First Closing Subscription Amount, the Second Closing Subscription Amount or the Third Closing Subscription Amount.

“ Subsequent Financing ” shall have the meaning ascribed to such term in Section 4.11(a).

“ Subsequent Financing Notice ” shall have the meaning ascribed to such term in Section 4.11(b).

“ Subsidiary ” means Atlas Acquisition Corp., and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“ Third Closing ” shall have the meaning ascribed to such term in Section 2.1(c).

“ Third Closing Date ” means the date of the Third Closing.

“ Third Closing Shares ” shall have the meaning ascribed to such term in Section 2.1(c).

“ Third Closing Subscription Amount ” means $10,000,000, in United States dollars and in immediately available funds.

“ Third Closing Warrant ” means the Common Stock purchase warrant delivered to the Purchaser at the Third Closing in accordance with Section 2.2(a) hereof, which Third Closing Warrant shall become exercisable on the Third Closing Date and shall have a cash exercise price of $18.00 per share (subject to adjustment therein) to purchase 277,778 shares of Common Stock and a term of exercise equal to five (5) years from the initial issue date, in the form of Exhibit A attached hereto.

“ Trading Day ” means a day on which the principal Trading Market is open for trading.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

“ Transaction Documents ” means this Agreement, the Warrants and any other documents or agreements executed by the Company and/or the Purchaser in connection with the transactions contemplated hereunder.

“ Transfer Agent ” means Island Stock Transfer, the current transfer agent of the Company, with a mailing address of 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760 and a facsimile number of 727-289-0069, and any successor transfer agent of the Company.

“ Warrants ” means, collectively, the First Closing Warrant, the Second Closing Warrant and the Third Closing Warrant.

“ Warrant Shares ” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.1             Closings .

(a)           First Closing . On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, 1,500,000 shares of Common Stock (the “ First Closing Shares ”) and the First Closing Warrant. The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the First Closing Subscription Amount and the Company shall deliver to the Purchaser the First Closing Shares and the First Closing Warrant within three Trading Days of the First Closing Date, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but no later than three Trading Days subsequent to the date the Company has obtained the Shareholder Approval, the First Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from the date hereof through the First Closing Date, existing holders of the Common Stock have exercised their rights to receive more than 22,500 Pre-emptive Shares, the number of First Closing Shares shall be increased (without the payment of additional funds by the Purchaser) to such number that, upon the issuance of the First Closing Shares and such Pre-emptive Shares, will result in the Purchaser owning a minimum of 32.5% of the outstanding shares of Common Stock.

(b)         Second Closing . On the Second Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, 925,926 shares of Common Stock (the “ Second Closing Shares ”) and the Second Closing Warrant, which closing shall occur no later than six (6) months from the date of the First Closing (the “ Second Closing ”). On the Second Closing Date, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Second Closing Subscription Amount, and the Company shall deliver to the Purchaser the Second Closing Shares and the Second Closing Warrant within three Trading Days of the Second Closing Date, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from the First Closing Date through the Second Closing Date, the Company issues more than 13,889 Pre-emptive Shares, the number of Second Closing Shares shall be increased (without the payment of additional funds by the Purchaser) to such number that will result in the Purchaser owning the same percentage ownership of the outstanding shares of Common Stock that it would have been entitled to own had the Company not issued any Pre-emptive Shares in connection with the Second Closing.

(c)          Third Closing . On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, 1,111,111 shares of Common Stock (the “ Third Closing Shares ”) and the Third Closing Warrant, which closing shall occur no later than eighteen (18) months from the date of the Second Closing (the “ Third Closing ”). The Purchaser, in its sole discretion, may purchase additional shares of Common Stock in the Third Closing (the “ Additional Shares ”) for the Per Share Purchase Price (the “ Additional Subscription Amount ”). On the Third Closing Date, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Third Closing Subscription Amount (and the Additional Subscription Amount, if applicable), and the Company shall deliver to the Purchaser the Third Closing Shares (and the Additional Shares, if applicable), and the Third Closing Warrant within three Trading Days of the Third Closing Date, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from the Second Closing Date through the Third Closing Date, the Company issues more than 16,667 Pre-emptive Shares, the number of Third Closing Shares shall be increased (without the payment of additional funds by the Purchaser) to such number that will result in the Purchaser owning the same percentage ownership of the outstanding shares of Common Stock that it would have been entitled to own had the Company not issued any Pre-emptive Shares in connection with the Third Closing.

2.2             Deliveries .

(a)          On or prior to each Closing, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i)          as to each Closing, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver a certificate evidencing the Shares, registered in the name of the Purchaser;

(ii)         as to the First Closing, the First Closing Warrant registered in the name of the Purchaser (such Warrant certificate may be delivered within three Trading Days of the First Closing Date);

(iii)        as to the Second Closing, the Second Closing Warrant registered in the name of the Purchaser (such Warrant certificate may be delivered within three Trading Days of the Second Closing Date); and

(iv)        as to the Third Closing, the Third Closing Warrant registered in the name of the Purchaser (such Warrant certificate may be delivered within three Trading Days of the Third Closing Date).

(b)         On or prior to each Closing, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i)          as to the First Closing, the First Closing Subscription Amount, by wire transfer of immediately available funds to the account specified in writing by the Company;

(ii)         as to the Second Closing, the Second Closing Subscription Amount, by wire transfer of immediately available funds to the account specified in writing by the Company; and

(iii)        as to the Third Closing, the Third Closing Subscription Amount, by wire transfer of immediately available funds to the account specified in writing by the Company.

2.3             Closing Conditions .

(a)          The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:

(i)          all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the applicable Closing shall have been performed; and

(ii)         the officers and directors of the Company as set forth on Annex I shall have been elected or appointed effective immediately following the First Closing;

(iii)        as to the First Closing, the Company and the Purchaser shall have agreed on the use of proceeds from the transactions contemplated hereunder; and

(iv)        the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The obligations of the Purchaser hereunder in connection with each applicable Closing are subject to the following conditions being met:

(i)          all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing shall have been performed;

(ii)         the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iii)        the Company is listed as a public company on, and the shares of Common Stock are tradable over, the Nasdaq Capital Market;

(iv)        the Company shall have obtained the Shareholder Approval;

(v)         the officers and directors of the Company as set forth on Annex I shall have been elected or appointed effective immediately following the First Closing;

(vi)        as to the First Closing, the Company and the Purchaser shall have agreed on the use of proceeds from the transactions contemplated hereunder; and

(vii)       On the date of the applicable Closing, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, on the date of the applicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1             Representations and Warranties of the Company . Except as set forth in the Disclosure Schedules and the SEC Reports, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Purchaser:

(a)          Subsidiaries . All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid and non-assessable. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b)          Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, or business, of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)          Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)          No Conflicts . The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or would not reasonably be expected to result in a Material Adverse Effect.

(e)          Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) application(s) to each applicable Trading Market for the additional listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iii) such filings as are required to be made under applicable state securities laws and (iv) the Shareholder Approval (collectively, the “ Required Approvals ”).

(f)           Issuance of the Securities . The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided by the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided by the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.

(g)          Capitalization . The capitalization of the Company as of December 11, 2015 is as set forth on Schedule 3.1(g) . Since December 11, 2015, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), in the SEC Reports or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h)          SEC Reports; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i)           Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j)           Litigation . Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k)          Labor Relations . No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)           Compliance . Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect.

(m)          Title to Assets . The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.

(n)          Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(o)          Internal Accounting Controls . The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(p)          Fees . No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(q)          Private Placement . Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(r)           No General Solicitation . Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(s)          Listing and Maintenance Requirements . The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(t)           Application of Takeover Protections . The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.

(u)          Disclosure . All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(v)          Accountants . The Company’s current accounting firm is EisnerAmper LLP. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2015.

3.2             Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants as of the date hereof and as of each Closing to the Company as follows (unless as of a specific date therein):

(a)          Organization; Authority . The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)          Own Account . The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Purchaser’s right to sell the Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c)          Purchaser Status . At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d)          Experience of The Purchaser . The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)          General Solicitation . The Purchaser is not, to its knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f)          Certain Transactions and Confidentiality . Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case the Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

(g)          Access to Information . The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(h)          Acknowledgement of Risk . The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation that (i) an investment in the Company is speculative, and only Purchaser who can afford the loss of their entire investment should consider investing in the Company and the Securities and (ii) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future.

The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1              Transfer Restrictions .

(a)          The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Purchaser under this Agreement.

(b)          The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

4.2             Furnishing of Information; Public Information . Until the earliest of the time that (i) the Purchaser does not own any Securities or (ii) the Warrants have expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3             Integration . The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4             Securities Laws Disclosure; Publicity . The Company shall (a) by 9:00 a.m. (New York City time) within four Trading Days following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

4.5             Shareholder Rights Plan . No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.

4.6             Use of Proceeds . The Company shall use the net proceeds from the sale of the Securities in accordance with the schedule agreed to by the parties.

4.7             Reservation of Common Stock . As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.8              Listing of Common Stock . During the term of the Warrants, the Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with each Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and take all reasonable actions to secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies during the term of the Warrants to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.

4.9             Meeting of Stockholders . The Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every six months thereafter to seek Shareholder Approval is obtained or the Purchaser does not own the Securities.

4.10            Operations of the Company . Until the Third Closing, except (x) as contemplated by this Agreement or (y) with the prior approval of the Purchaser, the Board of Directors shall not take any of the following actions:

(a)          issue any shares of Common Stock (other than Exempt Issuances);

(b)          appoint new members to the Board of Directors or change the number of members on the Board of Directors;

(c)          hire or terminate any executive officers; or

(d)          approve its annual budget and its strategic long-term plans.

Notwithstanding the foregoing, this Section 4.10 shall no longer be applicable upon the occurrence of any of the following events: (a) the Second Closing shall not have been completed within six (6) months from the date of the First Closing, (b) the Third Closing shall not have been completed within eighteen (18) months from the date of the Second Closing or (c) the Purchaser notifies the Company that it does not intend to fund the Second Closing Subscription Amount or the Third Closing Subscription Amount.

4.11            Participation in Future Financing .

(a)          During the period from the First Closing Date until the twelve month anniversary of the Third Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof other than in an Exempt Issuance (a “ Subsequent Financing ”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% (or 100% if the Common Stock or Common Stock Equivalents are to be issued for less than $3.50 per share) of the Subsequent Financing (the “ Participation Maximum ”) on the same terms, conditions and price provided for in the Subsequent Financing. 

(b)          At least two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“ Pre-Notice ”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “ Subsequent Financing Notice ”).  Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser.  The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment, if available.   

(c)          If the Purchaser desires to participate in such Subsequent Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the second (2 ^nd ) Trading Day after it has received the Pre-Notice that it is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such second (2 ^nd ) Trading Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. 

(d)          If by 5:30 p.m. (New York City time) on the second (2 ^nd ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designee to participate) is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. 

(e)          The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 45 Trading Days after the date of the initial Subsequent Financing Notice.

(f)          Notwithstanding the foregoing, this Section 4.11 shall no longer be applicable upon the occurrence of any of the following events: (a) the Second Closing shall not have been completed within six (6) months from the date of the First Closing, (b) the Third Closing shall not have been completed within eighteen (18) months from the date of the Second Closing or (c) the Purchaser notifies the Company that it does not intend to fund the Second Closing Subscription Amount or the Third Closing Subscription Amount.

(g)          Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.

4.12           Certain Transactions and Confidentiality . The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4.   The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. 

4.13           Blue Sky Filings . The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the Purchaser.

4.14           Notifications to the Company . On or prior to the three (3) month anniversary of the First Closing, the Purchaser shall advise the Company in writing whether or not it intends to consummate the Second Closing. On or prior to the twelve (12) month anniversary of the Second Closing, the Purchaser shall advise the Company in writing whether or not it intends to consummate the Third Closing.

4.15           Post-Closing Covenants . Subsequent to the First Closing, the Purchaser shall assist the Company to:

(a)          utilize the Purchaser’s food technologies in the Company’s existing and future products;

(b)          find suitable manufacturing partners in China;

(c)          locate suitable acquisition targets in China; and

(d)          set up a subsidiary in China.

4.16           Board of Directors .

(a)          For so long as the Purchaser owns at least 33% of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to appoint four (4) persons to the Board of Directors. In the event the Purchaser owns less than 33% but at least 22% of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to appoint three (3) directors to the Board of Directors. In the event the Purchaser owns less than 22% but at least 11% of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to appoint two (2) directors to the Board of Directors. In the event the Purchaser owns less than 11% but at least 5% of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to appoint one (1) director to the Board of Directors. In the event the Purchaser owns less than 5% of the issued and outstanding shares of Common Stock, the Purchaser shall have no contractual right to appoint any directors to the Board of Directors. In the event the number of Purchaser designees then serving on the Board of Directors exceeds the number of directors that the Purchaser shall then have the right to designate hereunder, the Purchaser shall take all requisite action to cause the resignation or removal of such number of excess persons from the Board of Directors. In the event the Purchaser owns more than 50% of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to appoint five (5) directors to the Board of Directors.

(b)          The Purchaser shall take all requisite action to cause the resignation or removal of one of its designees on the Board of Directors upon the occurrence of any of the following events: (a) the Second Closing shall not have been completed within six (6) months from the date of the First Closing, (b) the Third Closing shall not have been completed within eighteen (18) months from the date of the Second Closing or (c) the Purchaser notifies the Company that it does not intend to fund the Second Closing Subscription Amount or the Third Closing Subscription Amount. Upon such resignation, the Company may appoint a new director that is not affiliated with the Purchaser.

ARTICLE V.

MISCELLANEOUS

5.1             Termination .  This Agreement may be terminated by any Purchaser or by the Company with respect to any Purchaser, as to the Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the First Closing has not been consummated on or before April 1, 2016; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2             Fees and Expenses . Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.

5.3             Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4             Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 ^nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5             Amendments; Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6             Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7             Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”

5.8             No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

5.9             Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10            Survival . The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11            Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.12            Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13            Replacement of Securities . If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.14            Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.15           Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.16           Construction . The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.17           WAIVER OF JURY TRIAL . IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Bernard & Yam, LLP

140-75 Ash Avenue, 2nd Floor

Queens, New York 11355

Facsimile: 212-219-3604

Attention: Bin Zhou, Esq.

28

Exhibit 10.2

MYOS EXCLUSIVE DISTRIBUTION AGREEMENT

This EXCLUSIVE DISTRIBUTION AGREEMENT (“Agreement”) is made between MYOS Corporation, a Nevada Corporation, having an address of 45 Horse Hill Rd Suite 106, Cedar Knolls, NJ 07927 (“MYOS”), and RENS Agriculture Science & Technology Co. Ltd, a Chinese company with offices at 16th Floor, Tower A, Fenghuo Technology Plaza, No.88, Yun Long Shan Road, Jianye District, Nanjing, Jiangsu Province, China Postal Code: 210019 (“ RENS ” or “Distributor”) and is effective as of the later date signed by either party (“Effective Date”). MYOS and RENS shall collectively be referred to as the “ Parties ” and each shall be referred to as a “ Party .”

WHEREAS , MYOS is in the business of selling bionutritional and biotherapeutics products, specifically a proprietary product known as Fortetropin;

WHEREAS , RENS wishes to engage MYOS to supply Products (defined in Schedule “A” attached hereto) for RENS’s exclusive distribution in China (including mainland China, Hong Kong, Macau and Taiwan) and all countries in Southeast Asia (“Territory”);

NOW THEREFORE in consideration of the mutual covenants contained herein, the Parties agree as follows:

1.            DISTRIBUTOR’S RIGHTS AND RESPONSIBILITIES

1.1          Right to Distribute . RENS　including its wholly or majority owned subsidiaries have the exclusive right to distribute the Products in the Territory during the term of the Agreement. RENS may not transfer, permit to access, delegate, or assign this distribution right to any other person or entity without prior written approval of MYOS. RENS may allow third parties to sell the Products in the Territory. However, RENS will remain responsible for all such third parties’ activities.

1.2          Duties . RENS agrees to perform the following duties and comply with the following:

(a)         RENS shall use its best efforts to actively and continuously market and promote the sale of the Products in the Territory;

(b)         RENS shall apply and obtain approval (“Approvals”) from all governmental authorities in each and every jurisdiction in the Territory in order for the Product to be approved for sale. In connection with the Approvals, RENS will include MYOS in each application as the manufacturer of the Products. In addition, RENS shall obtain and deliver to MYOS appropriate certificates and documents evidencing the Approvals and its ability to distribute and sell the Products in each and every jurisdiction in the Territory;

(c)         RENS will at all time conduct its business in a manner that reflects favorably on MYOS and the Products, and will not engage in any deceptive, misleading, illegal or unethical business practices or in any activity or action that may damage the reputation of MYOS or the Products. RENS shall promptly notify MYOS in the event that any governmental authority or agency alleges a violation or makes an inquiry regarding packaging, content, ingredients, advertising or the sales of the Products.

1.3          Restrictions . RENS agrees that:

(a)         Upon the conclusion of market study and trial sale, in the event that any modification is needed on the appearance/package/ingredient of products distributed by RENS, RENS will submit the request to MYOS and will not make any modification until both parties agree on it.

(b)         it shall not, directly or indirectly, solicit orders for the Products from any prospective purchaser or deliver or tender Products outside the Territory;

(c)         it shall not sell the Products to a purchaser if RENS knows or has reason to believe that such purchaser intends to resell such Products to any person or entity outside the Territory;

(d)         it shall not sell the Products to any person or entity that may compete with MYOS or whom RENS knows or may have reason to believe will use the Products to compete with MYOS.

1.4          Regulatory Compliance . In performing its duties under this Agreement, RENS will at all times comply with all Applicable Laws, and insure that distribution of the Products complies with all Applicable Laws.

1.5          Compliance with FCPA . RENS acknowledges that it will fully comply with all aspects of the United States Foreign Corrupt Practices Act ("FCPA") and RENS represents and warrants that RENS, and any vendor that it retains pursuant to this Agreement, will not make any payments of money, or anything of value, nor will such be offered, promised or paid, directly or indirectly, to any officials, political parties, party officials, candidates for public office or political party office, to influence the acts of such officials, political parties, party officials, or candidates in their official capacity, to induce them to use their influence with a government to obtain or retain business or gain an advantage in connection with any business venture or contract relating to this Agreement. RENS agrees that any compensation that RENS receives as a result of its business relationship with MYOS shall not be disbursed for any purpose that is unlawful under any law. Notwithstanding the above, RENS shall be allowed to solicit, obtain and maintain customers in a lawful manner, which is consistent with the customs and practices of the Territory.

1.6         Right to First Refusal: MYOS grants RENS a right to first refusal in the Territory only to a licensing agreement for the exclusive use of MYOS’ trade secrets and proprietary knowledge in connection with the underlying research used in developing Fortetropin, the processes and operational protocol in producing the Fortetropin, and know-how relating to its proprietary methods of manufacturing Fortetropin, including, but not limited to, regulatory and import/export know-how, quality control, quality assurance and product safety knowledge (collectively, “Confidential Know-How and Trade Secrets”). The Duration of the Right to First Refusal is Three Years. Both Parties agree that the terms of such licensing agreement shall be mutually benefiting, reasonable and commercially feasible.

2.            MYOS RESPONSIBILITIES

Products . MYOS reserves the right, from time to time and upon both parties’ agreements, to modify, alter, change or improve the Products covered by this Agreement. Additional elements may be added to the Products to be distributed by RENS hereunder with the prior written consent of both Parties, and additional products may be added to this Agreement with the prior written consent of both Parties. Upon the conclusion of market study and trial sale, in the event that any modification is needed on the appearance/package/ingredient of products distributed by RENS, RENS will submit the request to MYOS and will not make any modification until both parties agree on it.

2.1          Manufacturer of the Products . MYOS will be responsible for arranging for the manufacture of the Products and will use reasonable commercial efforts to supply RENS with the quantities of the Products ordered by RENS.

2.2          Product Information . MYOS will provide RENS a reasonable supply of existing sales and other marketing materials regarding the Products (“MYOS Materials”).

3.            RECALLS

Recalls . MYOS reserves the right to recall products from market place with written notice to RENS. If a Party is required by any governmental authority to recall or withdraw from the market place the Products (“Recall”), the Party shall promptly notify the other Party. RENS will be in strict accordance with government requirements, and the written notice will be proposed by RENS in 24 hours by the day of recalls. MYOS shall direct and coordinate all activities relating to the Recall and RENS shall cooperate with MYOS to facilitate the Recall.

4.            PAYMENT TERMS

Payment . The specific payment terms will be defined based upon the result of marketing research and trial sale. However, it is understood by the Parties that under any circumstances, MYOS shall be entitled to recoup all of its manufacturing and production costs tied to the production of Fortetropin, as well as a reasonable profit margin in accordance with industry standards.

4.1          Pricing . Pricing shall be in accordance with Schedule A, and may be amended by MYOS at reasonable intervals.

5.            PROPRIETARY RIGHTS

5.1          Intellectual Property. RENS acknowledges that MYOS owns all intellectual property rights, including, but not limited to, copyrights, derivative works, compilations, trademarks, service marks, trade names, trade secrets, patents, patent applications, technological processes, along with any designs, algorithms and other intellectual and industrial property rights of every kind arising under operation of law, contract or otherwise, along with inventions, know-how, registrations renewals, extensions thereof, wherever any such rights arise (collectively, “Intellectual Property”) relating to the production and development of the Products. RENS covenants and agrees that it will not, at any time, directly or indirectly contest the validity of the title of the aforesaid Intellectual Property or MYOS’ title to such Intellectual Property. RENS agrees that it will not use the Intellectual Property for any purpose except in accordance with this Agreement, without the prior written consent of MYOS.

5.2          Use of the Trademarks.

(a)         RENS shall have the right to use the FORTETROPIN and MYOS trademarks (“Trademarks”), provided such use is (i) limited to RENS’s marketing and sale of the Products in the Territory, (ii) done in a manner consistent with MYOS’ permissive use of such Trademarks and/or instructions on the use of such Trademarks communicated by MYOS from time to time, and (iii) in compliance with RENS’s Duties and Restrictions in Sections 1.2 and 1.3.

(b)         RENS acknowledges and agrees it will discontinue using the Trademarks and all other Intellectual Property associated with the Products immediately upon the termination of this Agreement or otherwise upon the instruction from MYOS.

(c)         To the extent MYOS wishes to obtain international Intellectual Property rights in any or all of the territory, RENS agrees to provide MYOS any necessary documentation to assist MYOS in obtaining such sought after Intellectual Property.

5.3          No Modifications; No Reverse Engineering . RENS shall not: (i) adapt, alter, modify, improve, translate or create any derivative work of any Products or (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the composition or formula to all or any portion of any Products.

5.4          No Competition . During the Term of this Agreement, and for one (1) year after termination hereof, RENS and its affiliates may not sell any product that directly or indirectly competes with the Products to any person or entity in the Territory, except any product which RENS was selling prior to the effective date of this Agreement.

6.            REPRESENTATIONS AND WARRANTIES

6.1          Warranties Of Each Party : Each Party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of the jurisdiction in which it is organized and that it has adequate power to enter into and perform this Agreement, (b) this Agreement has been duly authorized, executed and delivered on behalf of such Party and constitutes the valid, legal and binding agreement of such Party, enforceable in accordance with its terms, and (c) neither the execution nor performance of this Agreement does, or shall, violate or conflict with, or constitute a breach or default under, the articles of incorporation or certificate of formation, as the case may be, of such Party, or any statute, rule, regulation, order, ordinance, judgment, or decree applicable to such Party or any material agreement or other instrument to which such Party or any material asset or property of such Party is or may be bound.

6.2          MYOS’ Warranties :

(a)         MYOS warrants to RENS that the Products shall be supplied free from defects and conform to the Specifications as set out herein.

(b)         EXCEPT AS SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MYOS’ LIMITED WARRANTY HEREIN IS IN LIEU OF ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ORAL, WRITTEN OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND OF ANY OTHER SIMILAR OBLIGATION ON THE PART OF MYOS. WITHOUT LIMITATION OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL MYOS BE RESPONSIBLE FOR (I) THE SUITABILITY OF A PRODUCT FOR A PARTICULAR USE OR APPLICATION BY A CUSTOMER (OR OTHER PARTY) OR (II) SATISFYING THE CUSTOMER’S (OR OTHER PARTY’S) SPECIFICATIONS, NOTWITHSTANDING ANY KNOWLEDGE OF, STATEMENTS MADE BY OR STATEMENTS WRITTEN BY MYOS.

(c)         RENS agrees to extend the limited warranty in Section 6.2(b) to its customers as a condition of the customer’s purchase of the Products and shall give no greater or different warranty to a customer or other purchasers.

7.            INDEMNITIES.

7.1          Generally. As used in this Section, the term “Claims” shall mean all claims, suits, actions, demands and proceedings for losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs), whether in contract, tort, by statute, in law, in equity or otherwise.

7.2          MYOS’ Indemnity. MYOS shall indemnify and hold RENS harmless from and against any and all third party Claims that may arise from: (a) MYOS’ breach of its warranties or covenants contained in this Agreement; or (b) gross negligence or willful misconduct on the part of MYOS in the performance of its obligations hereunder.

7.3          RENS’s Indemnity. RENS shall indemnify and hold MYOS harmless from and against any and all third party Claims that may arise from: (a) RENS’s breach of its warranties or covenants contained in this Agreement or relating to RENS’s warehousing, repackaging, handling, use, sell or resale of the Products; (b) RENS’s gross negligence or willful misconduct; (c) any Recall contemplated by Section 3.1; or (d) any breach by RENS of any portion of this Agreement.

7.4          Notice of Claim. In the event of a third party Claim, the indemnified Party shall give the indemnifying Party prompt written notice of the Claim in respect of which it requires indemnification and shall provide information and reasonable assistance at the indemnifying Party’s expense, for the defense or settlement thereof. The indemnifying Party shall have sole control over all litigation, provided that (a) the indemnifying Party promptly notifies the indemnified Party in writing that it intends to defend against such Claim and diligently undertakes such defense; and (b) the indemnifying Party keeps the indemnified Party reasonably informed of the status of such Claim. The indemnified Party will provide reasonable co-operation to the indemnifying Party in connection with the defense or settlement of such Claim. The indemnifying Party may not settle any such Claim without the written consent of the indemnified Party if such settlement would impose an admission of liability or a payment obligation on the indemnified Party.

7.5          Scope of MYOS Liability. In no event will MYOS be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to loss of profits, loss of product, interruption of service, or loss of business or business opportunity, even if such damages are foreseeable and whether or not such party has been advised of the possibility thereof. In no event will MYOS be liable for the procurement of substitute services or products hereunder. Notwithstanding anything to the contrary, MYOS has no warranty or other obligation with respect to the Products that has been altered, modified, misused or tampered with or by any party other than MYOS. MYOS’ maximum aggregate liability under this agreement, as to disputes with RENS in any capacity, will not exceed the total amount received by MYOS from RENS during a six (6) month period prior to the first date on which the liability arose.

8.            TERM AND TERMINATION

8.1          Term. The Term of this Agreement will commence on the Effective Date and shall continue for a period of three (3) years subject to automatic renewal unless earlier terminated in accordance with Section 8.2 below (“Term”).

8.2          Termination. This Agreement may be terminated as follows:

(a)          Termination by Either Party : Either Party may, by written notice to the other Party, terminate for:

(i)         failure of the other Party to observe, keep or perform any of the covenants, terms, conditions or agreements in this Agreement if such default continues for a period of ten (10) days after delivery of written notice of such failure to the other Party;

(ii)        the other Party ceases to do business or otherwise terminates its business operations;

(iii)       a receiver is appointed for the other Party or for substantially all of the other Party’s assets; the other Party becomes insolvent or unable to pay its debts as they mature in the ordinary course; the other Party makes an assignment for the benefit of its creditors; proceedings are commenced by or for the other Party under bankruptcy, insolvency, or debtor’s relief law; or the other Party is sequestered by any government authority or is liquidated or dissolved; or

(iv)       the other Party’s performance of its obligations under this Agreement is limited, impaired or otherwise restricted in whole or in part by any law, statute, ordinance, rule, regulation, judgment, order, process, proceeding, contract or agreement.

(b)          Termination by MYOS. In addition to its rights under Section 8.2(a), MYOS may, by written notice to RENS, terminate this Agreement:

(i)         If RENS fails to meet the Annual Minimum Purchase Requirements established in Schedule A with the termination becoming effective 30 days from the date of notice by MYOS to RENS;

(ii)        if RENS sells the Products outside the Territory or in violation of any Applicable Law;

(iii)       if RENS fails to make any payment when due in accordance with the terms of this Agreement, if such default continues for seven (7) calendar days after the delivery of written notice to RENS; or

(iv)       in the event of any fraudulent or dishonest conduct by RENS or its affiliates in connection with their contemplated duties under this Agreement or any conduct of the RENS or its affiliates which is materially detrimental or embarrassing to MYOS.

(i)          Sell Off Period; Repurchase of the Products . Except where the Agreement is terminated pursuant to Sections 8.2(a)(i), 8.2(b)(ii), 8.2(b) (iii) or 8.2(b) (iv), RENS may continue to sell unsold Product inventory in the Territory for a period of ninety (90) days after the effective date of termination or expiration in accordance with this Agreement. In addition, RENS shall destroy all remaining Products at the end of such ninety (90) days period. In the event that RENS is not permitted to a ninety (90) day sell-off period, MYOS may repurchase all unsold Product at the time of termination in an amount equal to the prices as set forth in Schedule A, provided that this obligation shall not be applicable for a termination due to Section 8.2(b)(iii) or 8.2(b)(iv), provided further that, to the extent that MYOS does not exercise its option to repurchase such Products, RENS shall destroy all such Products.

(ii)          Parties’ Obligations Upon Termination . In the event of the termination of this Agreement for any reason, MYOS shall be relieved from any obligation to supply the Products hereunder and may cancel all of RENS’s Product orders irrespective of MYOS’ previous acceptance of the same. MYOS shall have no obligation or liability to RENS or any of RENS’s customers (or other purchasers) in connection with any such cancellation. RENS shall immediately cease all uses of the Trademarks and Intellectual Property, and cease all advertising for the sale of the Products. RENS shall also turn over to MYOS, free of charge, all of its sales records, customer lists and other records and data relating to Product sales and services.

(iii)        No Release of Distributor’s Obligations . In the event of termination or expiration of this Agreement, RENS is not released (i) from paying any amount that is then owing to MYOS; (ii) from any obligation to pay for any Products that may have been ordered by RENS; or (iii) from any other obligation it may have that accrued prior to the date of termination.

(d)          No Liability Upon Termination . MYOS shall not be liable to RENS for any compensation, reimbursement or damages, including on account of the loss of prospective profits, loss of anticipated sales, incurring of future expenditures or the inability to obtain relief of current obligations or recompense for prior investments, by reason of the termination or non-renewal of this Agreement. RENS acknowledges and agrees that the relationship between MYOS and RENS under this Agreement is not a franchise and is not intended to create or vest in RENS any proprietary interest in a business, any proprietary interest in customer relationships or any compensable goodwill. To the fullest extent allowed by law, RENS hereby waives the benefit of any so-called franchise, distributorship or dealer laws. The intention of the Parties and agreement of MYOS and RENS is that the relationship between them is contractual and that RENS’s rights, if any, upon expiry or earlier termination of the Agreement shall be circumscribed as set forth in this Agreement.

(e)          Survival . All obligations of the Parties expressly or implicitly intended to survive this Agreement shall survive in full force and effect after termination or expiry of this Agreement.

9.            CONFIDENTIAL INFORMATION.

9.1          Confidential Information . Confidential Information shall mean nonpublic or proprietary information revealed by or through MYOS (whether in writing, orally or by another means) to RENS including, without limitation, (a) all forms and types of financial, business, scientific, technical, economic, or engineering information including information concerning patterns, plans, compilations, program devices, formulae, designs, prototypes, methods, techniques, processes, procedures, programs, end-use product applications, product specifications and designs, performance characteristics, materials, samples, experimental and test data, methods of manufacture and equipment, codes, pricing information, market definitions, ideas, and/or other business and marketing information, whether tangible or intangible, and regardless of how stored, compiled, or memorialized, whether physically, electronically, graphically, photographically, in writing or by some other means, (b) all other information traditionally recognized as know-how and/or trade secrets, (c) inventions, whether or not defined in non-published or pending patent applications; (d) all data and information about MYOS’ competitors, vendors, distributors and customers (current, former or prospective), and officers, directors and employees (including the customers and officers, directors and employees of related companies), including competitor, vendor, customer names, and (e) all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing.

9.2          Nondisclosure . RENS: (a) shall use its best efforts to keep the Confidential Information and/or any knowledge which may be imparted through examination thereof or working therewith confidential; (b) shall not, except as specifically authorized in writing by MYOS, communicate such Confidential Information and/or knowledge to any third party or any employee, agent, or consultant of RENS, unless such employee, agent, or consultant reasonably requires access thereto and has undertaken an obligation of confidentiality with respect to trade secrets or other confidential information of others entrusted to it; and (c) shall not utilize the Confidential Information (i) to compete directly or indirectly with MYOS; (ii) for its own account or purpose; (iii) to interfere with any actual and/or proposed business of MYOS; or (iv) for any purpose other than this Agreement.

9.3          Third Party Liability. RENS acknowledges that it shall be liable to MYOS in the event any of its employees or such third parties breach of these obligations. RENS will promptly report to MYOS any breaches in the obligations and will specify corrective action(s) to be taken. RENS will not commingle the Confidential Information with information of any other person or entity.

9.4          Exceptions. The obligations imposed by this Section 9 do not apply to the following if RENS can demonstrate, through documentary evidence, to MYOS’ satisfaction that:

(a)         the Confidential Information at the time of disclosure, was generally available to the public or, thereafter, became generally available to the public by publication or otherwise, other than by breach of this Agreement;

(b)         the Confidential Information was independently and lawfully made available as a matter of right by a third party and did not originate with MYOS;

(c)         the Confidential Information was independently developed by RENS without benefit of information disclosed to it by MYOS;

(d)         the Confidential Information is disclosed pursuant to the proper court or governmental order (e.g., order to disclose by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) provided that RENS gave MYOS prompt notice of any such order so that RENS may seek an appropriate protective order or waive compliance by the MYOS with the provisions of this Agreement; or

(e)         the Confidential Information was approved for release by prior written consent of MYOS.

Notwithstanding the foregoing, the Confidential Information shall not be deemed in RENS’s possession or in the public domain simply because it is included in general information in the possession of RENS.

9.5          Return of Confidential Information . At the written request of MYOS, RENS shall promptly return to MYOS any tangible medium embodying the Confidential Information provided under this Agreement, including, without limitation, summaries, extracts, and any copies thereof. In the event any samples of goods are provided by MYOS to RENS, RENS shall also promptly return such samples of goods to MYOS, at the written request of MYOS.

10.            GENERAL

10.1          Assignment. The rights granted to RENS are personal in nature, and RENS may not assign or transfer, by operation of law or otherwise, any of its rights, or delegate any of its duties, under this Agreement to any third party without the prior written approval of MYOS. Any attempted assignment or transfer in violation of the foregoing will be null and void and shall constitute a material breach of this Agreement. MYOS may assign any of its rights and obligations under this Agreement, without obtaining the consent of RENS, to (a) any affiliate of MYOS or (b) any person or entity who succeeds (by sale, acquisition, lease, merger, consolidation, exclusive license, operation of law or other disposition or transfer, in a single transaction or series of related transactions) to all or substantially all of the capital stock, assets or business of MYOS. MYOS will notify RENS of any such assignment.

10.2         Notices.

(a)          Addresses for Notice. Any notice, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service, or (iii) sent by fax or other similar means of electronic communication, in each case to the applicable address(es) set out below (provided that any Party may from time to time change its address under this Section by notice to the other Party given in the manner provided by this Section):

(b)          Receipt of Notice. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered personally or by courier, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, faxed or sent prior to 5:00 p.m. (Eastern Standard Time) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day.

10.3          Governing Law; Jurisdiction; Venue . This Agreement will be governed by and interpreted in accordance with the laws of the State of New Jersey, USA without giving effect to conflicts of laws principles and by any other law, regulation or treaty, including, without limitation, the 1980 United Nation Convention on Contract for the International Sale of Goods.

10.4          Waivers; Remedies Cumulative. The failure of either Party hereto to enforce, or the delay by either Party in enforcing, any of its rights hereunder shall not be deemed a continuing waiver or a modification hereof, and either Party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any and all of such rights. All rights and remedies provided for herein shall be cumulative and in addition to any other rights or remedies any such Party may have at law or in equity.

10.5          Entire Agreement. This Agreement and the schedules attached hereto constitute the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both Parties.

10.6          Force Majeure. No Party will be liable for failure to perform or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation, strike or other labor disturbances; government restraints’ or any other cause beyond the control of the affected Party; provided, however, that the Party so failing to perform must as soon as possible, (a) inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligations; and (b) exert its reasonable commercial efforts to eliminate, cure or overcome any of such cases and to resume performance of its covenants with all possible speed.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

MYOS will make the Products available to RENS Ex Works (as defined in the International Rules for the Interpretation of Trade Terms 2010) MYOS’ contract production facility, warehouse or distribution center, wherever located. Risk of loss and title to the Products shall pass to RENS at the time the Products are picked up and paid for in accordance with Section 4 by RENS from such facility. RENS shall be the importer of record for all purchases of the Products and shall have complete responsibility for duties, tariffs, freight, insurance, fees, import charges, claims or penalties in connection with the invoiced and entered value of the Products, tariff classifications, and shall ensure that the Products comply with all Local Laws, customs requirements, etc., including but not limited to country of origin and care labeling and shall defend, indemnify and hold MYOS harmless in connection with any liability or damage it may suffer as a result of RENS’s activities or omissions. RENS shall be responsible for the delivery of the Product to its Customers and any other applicable purchasers.

Exhibit 10.3

THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

MYOS CORPORATION

UNSECURED CONVERTIBLE PROMISSORY NOTE

MYOS Corporation, a Nevada corporation (the “ Company ”), for value received, promises to pay to the order of Gan Ren or its permitted assigns (the “ Holder ”), the principal sum of Five Hundred Seventy Five Thousand Dollars ($575,000) plus simple interest at the rate of eight percent (8%) per annum, or such lesser rate of interest as may be required by applicable laws regulating the legal rate of interest, on the Maturity Date (defined below), to the extent the principal and interest have not previously been converted into common stock of the Company pursuant to Section 5 hereof.

1.            Maturity . This Note shall mature automatically and the entire outstanding principal amount, together with all interest accrued under this Note, shall be converted into shares of common stock of the Company at the Conversion Price (as defined below), on the date that is one (1) year from the Issuance Date set forth above (the “ Maturity Date ”) unless this Note, prior to such date, has been converted into shares of common stock of the Company pursuant to Section 5 hereof.

2.            Payment of Principal and Interest . Interest on the Note shall accrue, beginning from the date of issuance, at an interest rate of 8% per annum (the “ Interest Rate ”) and shall accrue until the Note is converted or the Maturity Date. All payments are to be made at the address of Holder set forth under Section 17(i) of this Note or at such other place as Holder designates to the Company in writing. Interest under this Note shall be computed on the basis of a 365-day year.

3.            Prepayment . Subject to conversion of this Note pursuant to Section 5, this Note may be prepaid in whole or in part at any time by the Company prior to the Maturity Date, without penalty. Any prepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note. In the event of a prepayment, the Holder will have the right to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and non-assessable restricted shares of common stock of the Company at the Conversion Price (defined below), pursuant to Section 5.

4.            Waiver of Presentment . The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

5.            Conversion of Note . This Note may be converted into shares of common stock of the Company (the “ Conversion Shares ”) as set forth below.

6.           No Rights as Stockholder . This Note does not entitle Holder to voting rights or any other right as a shareholder of the Company prior to the conversion hereof.

7.           Event of Default . An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

a.          Notice, written or oral, to the Holder of the Note, including by way of public announcement or through any of its agents, at any time, of its intention not to comply with a request for conversion of the Note into shares of common stock that is tendered in accordance with the provisions of the Note;

b.          The Company defaults in the performance of or compliance with its obligations under this Note or the Subscription Agreement and such default has not been cured for thirty (30) days after written notice of default is given to the Company;

c.          Any representation or warranty made by or on behalf of the Company in this Note, or the Subscription Agreement proves to have been false or incorrect in any material respect on the date as of which made, and such condition has not been cured for sixty (60) Business Days after written notice of default is given to the other party;

d.          The Company (i) admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing;

e.          A court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company, or any such petition shall be filed against such party and such petition shall not be dismissed within six (6) months; or

f.           A final judgment or judgments for the payment of money in excess of $500,000 are rendered against the Company, which judgments are not, within six (6) months after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within six (6) months after the expiration of such stay.

8.            Remedies Following an Event of Default. Upon occurrence of an Event of Default defined in subsection (a) to (f) of Section 7, this Note and all accrued interest to the date of such default shall, at the option of the Holder, and following any applicable cure period shall immediately become due and payable without presentment, protest or notice of any kind, all of which are waived by the Company.

9.            Vote to Issue, or Change the Terms of, the Note . The written consent of the Holder shall be required for any change or amendment to any of the Note.

10.          Transfer . This Note and any shares of common stock issued upon conversion of this Note may not be offered, sold, assigned or transferred by the Holder without the consent of the Company.

11.         Noncircumvention . The Company hereby covenants and agrees that the Company will not, by amendment of its articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note

12.          Payment of Collection, Enforcement and Other Costs . If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.

13.          Dispute Resolution . In the case of a dispute as to the arithmetic calculation of the Conversion Price or number of Conversion Shares to be issued (the “ Conversion Amount ”), the Company shall submit the disputed determinations or arithmetic calculations via facsimile within one (1) Business Day of receipt, or deemed receipt, of the Conversion Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within one Business Day submit via facsimile the disputed arithmetic calculation of the Conversion Price or Conversion Amount to the Company’s independent, outside accountant. The Company shall cause the accountant to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation shall be binding upon all parties absent demonstrable error. The party whose calculation is furthest from the accountant’s determination or calculation, shall be obligated to pay the fees and expenses of such accountant.

14.          Loss, Theft or Destruction of Note . Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft or destruction of this Note and of indemnity or security reasonably satisfactory to the Company, the Company shall make and deliver a new Note that shall carry the same rights to interest (unpaid and to accrue) carried by this Note, stating that such Note is issued in replacement of this Note, dated as of the original date of issuance of this Note (and any successor hereto), in lieu of this Note.

15.         Cancellation . After this Note has been converted or all principal and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

16.          Severability . Every provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

17.          Miscellaneous .

(a)          No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. In lieu of any fractional shares to which Holder otherwise would be entitled, the Company shall round up to the nearest whole share.

(b)          Governing Law and Jurisdiction. The terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of New York. Any dispute which may arise between the parties arising out of or in connection with this Note shall be adjudicated before a court of competent jurisdiction in the State of New York located in the City of New York and they hereby submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan with respect to any action or legal proceeding commenced by any party and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum.

(c)          Compliance with Usury Laws. The Company and Holder intend to comply with all applicable usury laws. In fulfilling this intention, all agreements between the Company and Holder are expressly limited so that the amount of interest paid or agreed to be paid to Holder for the use, forbearance, or detention of money under this Note shall not exceed the maximum amount permissible under applicable law.

If for any reason payment of any amount required under this Note shall be prohibited by law, then the obligation shall be reduced to the maximum allowable by law. If for any reason Holder receives as interest an amount that would exceed the highest lawful rate, then the amount which would constitute excessive interest shall be applied to the reduction of the principal of this Note and not to the payment of interest. If any conflict arises between this provision and any provision of any other agreement between the Company and Holder, then this provision shall control.

(d)           Legal Representation. Holder agrees and represents that such party has been represented by such party's own legal counsel with regard to all aspects of this Note, or if such party is acting without legal counsel, that such party has had adequate opportunity and has been encouraged to seek the advice of such party's own legal counsel prior to the execution of this Note.

(e)          Restrictions. Holder acknowledges that all shares of common stock acquired upon the conversion of this Note shall be subject to restrictions on resale imposed by state and federal securities laws.

(f)          Assignment. Subject to restrictions on resale imposed by state and federal securities laws, Holder may assign this Note or any of the rights, interests or obligations hereunder, by operation of law or otherwise, in whole or in part, to any person or entity so long as such assignee agrees to be bound by the terms and conditions of the agreement (including the representations and warranties of the Holder therein). Effective upon any such assignment, the person or entity to whom such rights, interests and obligations are assigned shall have and exercise all of Holder’s rights, interests and obligations hereunder as if such person or entity were the original Holder of this Note.

(g)          Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

(h)          Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

(i)            Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Note shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iii) if delivered by facsimile or electronic transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 17(i)), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be addressed to the parties hereto as follows:

[Signature page follows]

IN WITNESS WHEREOF, MYOS Corporation has caused this Unsecured Convertible Promissory Note to be executed by its officer thereunto duly authorized.

EXHIBIT A

NOTICE OF CONVERSION BY HOLDER

MYOS Corporation

45 Horsehill Road, Suite 106

Cedar Knolls, NJ 07927

This Notice (the “Notice”) is being provided to inform MYOS Corporation, a Nevada corporation (the “Company”), that the undersigned (the “Holder”) irrevocably elects to convert the unpaid principal and accrued interest set forth below owed by the Company under the Unsecured Convertible Promissory Note dated December ___, 2015 (the “Note”), into restricted shares of common stock of the Company as provided in Section 5 of the Note. The conversion shall be effective as of the Voluntary Conversion Date, as defined in the Note.

The number of restricted shares of common stock of the Company to which the Holder shall be entitled to receive shall be determined by dividing (i) the amount of unpaid principal and accrued interest that the Holder hereby elects to convert, as set forth below, by (ii) the Conversion Price as provided in Section 5 of the Note. The Holder shall receive a stock certificate of MYOS Corporation, representing the number of restricted shares of common stock due to the Holder upon conversion.

Effective as of the Voluntary Conversion Date, subject to the Company’s receipt of the original Note, the Note is cancelled and terminated only as to the amount of principal and accrued interest set forth below. If the Holder has elected to convert only a portion of the unpaid principal and accrued interest due under the Note, the Company shall issue and deliver, or cause to be issued and delivered to the Holder, a new note of like tenor for the remaining unpaid principal and accrued interest of the Note.

Principal to be converted: $______________________________

Accrued interest to be converted: $________________________

Conversion Price: $____________________________________

Number of Shares of Common Stock to be

Issued upon Conversion: _______________________________

EXHIBIT B

NOTICE OF CONVERSION BY COMPANY

This Notice (the “Notice”) is being provided to inform you that MYOS Corporation, a Nevada corporation (the “Company”), has completed a Mandatory Conversion Event, as such term is defined in the Unsecured Convertible Promissory Note dated December ___, 2015 (the “Note”), and has irrevocably elected (the “Mandatory Conversion Decision”) to convert the amount of unpaid principal and accrued interest set forth below owing to you under the Note into restricted shares of common stock of the Company as provided in Section 5 of the Note. The conversion shall be effective as of the date written below (the “Mandatory Conversion Date”).

Upon your receipt of this Notice, please surrender the original Note to the Company within the next thirty (30) days (or if the original Note has been lost or destroyed, please provide an affidavit certifying to such loss or destruction).

As a result of the Mandatory Conversion Decision, enclosed herein is a stock certificate of MYOS Corporation, representing the number of restricted shares of common stock due to you as a result thereof. The Company calculated the number of restricted shares of common stock of the Company to which you are entitled to receive by dividing (i) the amount of unpaid principal and accrued interest that the Company hereby elects to convert, as set forth below, by (ii) the Conversion Price, as provided in Section 5 of the Note.

Following the Mandatory Conversion Date, the Note shall be cancelled and terminated only as to the amount of principal and accrued interest set forth below. If the Company has elected to convert only a portion of the unpaid principal and accrued interest due under the Note, the Company shall issue and deliver, or cause to be issued and delivered to you, a new note of like tenor for the remaining unpaid principal and accrued interest of the Note.

Date:

Principal to be converted: $____________________________

Accrued interest to be converted: $______________________

Conversion Price: $__________________________________

Number of Shares of Common Stock to be

Issued upon Conversion: __________________ ___________

Mandatory Conversion Date: __________________________

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT  (this “ Agreement ”) is made this 17 ^th day of December, 2015 (the “ Effective Date ”), by and between MYOS Corporation, a Nevada corporation (the “ Company ”), and K. Bryce Toussaint (the “ Executive ”).

WHEREAS , the Company and Executive desire to enter into an employment agreement as set forth herein.

NOW, THEREFORE , in consideration of the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.            Employment.   The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, on the terms and conditions set forth herein.

2.            Term.   The employment of the Executive by the Company shall terminate on the second anniversary of the Effective Date (the “ Initial Term ”), unless sooner terminated as hereinafter provided.  Following the Initial Term, this Agreement shall be automatically renewed for successive additional one (1) year terms (each a “ Renewal Term ” and together with the Initial Term, the “ Term ”), unless either party gives prior written notice of non-renewal to the other party at least sixty (60) days prior to the termination date of the Initial Term or the then current Renewal Term, as applicable.

3.            Positions and Duties.   The Executive shall serve as Chief Executive Officer of the Company and shall have such duties and responsibilities commensurate with such positions and such additional duties and responsibilities commensurate with such position as may be assigned to him from time to time by the Company’s Board of Directors.  Executive shall have the authority as is commensurate for performance of his duties and responsibilities, subject to the terms of this Agreement and to the authority of the Company’s Board of Directors.  During the Term, the Executive shall devote his full business time, attention, skill and efforts to the business and affairs of the Company.  Notwithstanding the foregoing, the Executive may engage reasonable amounts of time in charitable, educational, religious, civic and professional activities, provided that such activities do not materially interfere with the services required to be rendered to the Company hereunder and do not violate the restrictive covenants set forth in Section 10 below. The Executive shall not, directly or indirectly, enter into any contractual or other relationship with any contractor, supplier, vendor, consultant or customer of the Company without the Company’s prior written consent.

4.            Compensation and Related Matters.   For services rendered by the Executive hereunder during the Term, the Executive shall be compensated as follows:

(a)            Base Salary . The Company shall pay the Executive a base salary (the “ Base Salary ”) to be determined, from time to time, by the Company’s Board of Directors (or the Compensation Committee of the Board of Directors).  The initial Base Salary for the first year following the Effective Date shall be Two Hundred and Forty Thousand ($240,000.00) per annum.  The Base Salary shall be payable in accordance with the Company’s customary payroll practices, but in no event less frequently than semi-monthly.  The Company shall review the Executive’s performance and Base Salary at least annually during normal Company salary reviews, and any adjustments to the Base Salary shall be determined by the Company’s Board of Directors (or the Compensation Committee of the Board of Directors), in its sole discretion.

(b)            Cash Bonus . The Executive may receive an annual cash bonus in an amount up to 100% of his then current Base Salary, as may be determined by the Board of Directors (or the Compensation Committee of the Board of Directors), in its sole discretion, in light of the Company’s then existing and expected business, the Executive’s performance, the then-prevailing industry standards (for similarly situated companies) and the bonuses to be paid to other officers of the Company.  The cash bonus will be determined and paid upon the Board of Directors’ approval of the Company’s annual report on Form 10-K.

(c)            Benefits . In addition to, and not in limitation of, the rights afforded the Executive hereunder, the Executive shall be entitled to participate in all compensation and employee benefit plans or programs generally available to all employees of the Company, to the fullest extent permissible under the general terms and provisions of such plans or programs and in accordance with the provisions thereof including, without limitation, incentive compensation, bonus, group hospitalization, health, dental care, life, disability or other insurance, tax-qualified and non-qualified pension, savings, thrift and profit-sharing plans, termination or severance pay programs, sick-leave plans, travel or accident insurance, automobile allowance or automobile lease plans, and executive compensation plans, and equity compensation programs, including, without limitation, capital accumulation programs, stock purchase, restricted stock and stock option plans (such plans and programs,  collectively, the “ Employee Benefit Plans ”).

(d)            Expenses .  The Company shall reimburse the Executive for all reasonable out-of-pocket travel or other business expenses actually incurred or paid by the Executive in connection with the performance of his duties and obligations under this Agreement, subject to the Executive’s presentation of itemized vouchers, receipts and documentation and consistent with the reimbursement policies and procedures as the Company may, from time to time, establish for senior officers.

(e)            Vacation .  Executive shall be entitled to four (4) weeks of paid vacation per year.  The Executive shall take his vacation at such time or times as the Executive and the Company shall determine to be mutually convenient.  In addition, Executive shall be entitled to all other holidays, sick days and personal days as are consistent with the Company’s policies in effect from time to time.

(f)            Directors and Officers Insurance .   During the Term, the Company shall maintain insurance covering its directors and officers, including the Executive, against lawsuits for errors, omissions and other liabilities, containing minimum coverage amount of $5,000,000 in the aggregate; provided, however, that the amount of the insurance coverage and deductible may be adjusted by the Company with the Executive’s approval.

(g)            Stock Grant .  The Company shall grant Executive Forty-Six Thousand (46,000) shares of the Company’s common stock (the “ Restricted Shares ”) in accordance with the Company’s 2012 Equity Incentive Plan, as amended (the “ Plan ”). The Restricted Shares shall be issued to the Executive in accordance with the following schedule: (i) 10,000 Restricted Shares shall be issued upon the execution of this Agreement, (ii) an additional 10,000 Restricted Shares shall be issued upon the second closing of the transactions contemplated by that certain Securities Purchase Agreement (the “ Financing ”), dated the date hereof, by and between the Company and RENS Technology Inc. (“ RENS ”), (iii) an additional 10,000 Restricted Shares shall be issued upon the third closing of the Financing, (iv) an additional 2,000 Restricted Shares shall be issued upon the Company achieving annual “net revenues” (as reported in the Company’s most recent periodic report filed with the Securities and Exchange Commission) of a minimum of $10.0 million, excluding net revenues derived from China (including mainland China, Hong Kong, Macau and Taiwan) and all countries in Southeast Asia, (v) an additional 4,000 Restricted Shares shall be issued upon the Company achieving annual “net revenues” (as reported in the Company’s most recent periodic report filed with the Securities and Exchange Commission) of a minimum of $20.0 million excluding net revenues derived from China (including mainland China, Hong Kong, Macau and Taiwan) and all countries in Southeast Asia, and (vi) an additional 10,000 Restricted Shares shall be issued upon the Company achieving a market capitalization of a minimum of $100.0 million (based on the 30-day volume weighted average price of the Company’s common stock (“ VWAP ”). For purposes of this Section 4(g), VWAP means, for any date, the price determined by the daily volume weighted average price of the Company’s common stock for such date (or the nearest preceding date) on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time). Each issuance of the Restricted Shares shall vest in four (4) equal semi-annual installments commencing on the date of issuance, subject to Executive’s employment with the Company on the applicable vesting date.  The Restricted Shares shall be subject to the terms and provisions of the Plan. The Executive agrees and acknowledges that any sale of the Restricted Shares shall comply with the Company’s insider trading policy. The Executive further agrees and acknowledges that the Restricted Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act of 1933, as amended, and therefore may not be sold or otherwise disposed of by Executive in any manner that would constitute a violation of any applicable federal or state securities laws, any rules of any national securities exchange on which the Company’s securities may be traded, listed or quoted, or in violation of any Company policy.  Upon the termination of the Executive’s employment, all unvested Restricted Shares shall immediately be deemed forfeited and cancelled as of the Date of Termination (as defined below).  Notwithstanding the foregoing, upon the consummation of a transaction resulting in a Change in Control (as defined below), all unvested Restricted Shares shall be accelerated and deemed fully vested as of the effective date of the consummation of such Change in Control transaction.

5.            Early Termination .  This Agreement may terminate prior to expiration of the Initial Term or the then current Renewal Term as provided in accordance with Section 2 above, or by reason of any of the following:

(a)            By Company for Cause .   The Company may terminate this Agreement for “Cause” (as defined below).   For purposes of this Agreement, “Cause” shall mean: (i) the gross and willful misconduct on the part of the Executive in connection with the performance of his duties and responsibilities hereunder; (ii) the breach by Executive of  any material provision of this Agreement, which breach shall remain uncured by the Executive fourteen (14) days after receipt of the Company’s notice of breach (provided, however, that if, in the reasonable judgment of the Company, such breach is not curable, then the Company is not obligated to provide such fourteen (14) day cure period and shall have the right to immediately terminate this Agreement);  (iii) commission by Executive of fraud, embezzlement, misrepresentation or an act of dishonesty in connection with his duties or employment hereunder; (iv) the commission of a felony or a misdemeanor involving moral turpitude; (v) Executive has willfully and repeatedly refused or failed to follow specific, lawful and reasonable directions of the Board of Directors and the failure of the Executive to remedy such refusal or failure fourteen (14) days after of receipt of the Company’s written notice thereof; (vi) the violation by Executive of any statutory or common law duty of loyalty to the Company as determined in an arbitration or final  judgment by a court of competent jurisdiction or (vi) in the event the first closing, the second closing or the third closing of the Financing is not consummated.

(b)            By Executive for Good Reason .   The Executive may terminate this Agreement for “Good Reason” (as defined below).  For purposes of this Agreement, “Good Reason” shall mean: (i) the breach by the Company of  any material provision of this Agreement, which breach shall remain uncured by the Company thirty (30) days after receipt of the Executive’s notice of breach; (ii) the relocation of the principal location of Executive’s employment outside of a 50-mile radius from Cedar Knolls, New Jersey, without Executive’s prior written consent; (iii) any diminution in Executive’s title; or (iv) following a Change in Control, if there shall be: (A) any material diminution in the duties of Executive, or (B) any material reduction or diminution of the compensation due the Executive pursuant to Section 4 hereof or any material diminution of the rights granted to the Executive under this Agreement, except for across-the-board salary reductions similarly affecting all executives or senior officers of the Company; provided , that in all events the termination of Executive’s service with the Company shall not be treated as a termination for “Good Reason” unless such termination occurs not more than six (6) months following the initial existence of the occurrence of the event or condition claimed to constitute “Good Reason.”

(c)            Death or Disability of Executive .   This Agreement shall terminate immediately upon the death of Executive or the Company’s determination of Executive’s “Disability” (as defined below).  For purposes of this Agreement, “Disability” shall mean: (i) that the Executive is permanently disabled so as to qualify for full benefits under the Company’s then-existing disability insurance policy; or (ii) if the Company does not maintain any such disability policy on the date of determination, the inability of the Executive to work for a period of ninety (90) days during any twelve (12) consecutive calendar month period due to illness or injury of a physical or mental nature, supported by the completion by the Executive’s attending physician or a doctor for the Company or its insurer of a medical certification form outlining the disability and treatment.

6.            Severance Provisions Generally .

(a)           Any termination of Executive’s employment by the Company shall be communicated by written Notice of Termination to Executive and any termination by the Executive of his employment shall be communicated by written Notice of Termination to the Company.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

(b)           For purposes of this Agreement, the “Date of Termination” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is terminated for Cause or without Cause by the Company, the date specified in the Notice of Termination, (iii) if the Executive’s employment is terminated as a result of a Disability, the date on which the Company determines that the Executive is Disabled, and (iv) if the Executive terminates his employment for Good Reason or otherwise voluntarily terminates his employment without Good Reason, the date specified in the Notice of Termination.

(c)           If this Agreement is terminated by the Company for Cause or by reason of Executive’s death or Disability or if this Agreement is terminated by the Executive without Good Reason, then the Company shall pay Executive the following:

For the avoidance of doubt, all unvested Restricted Shares shall be deemed forfeited and cancelled as of the Date of Termination in the case of termination by the Company for Cause or by Executive without Good Reason.

(d)           If this Agreement is terminated by the Company (other than a termination by the Company for Cause or by reason of Executive’s death or Disability ) or by the Executive with Good Reason, then the Company shall pay Executive the applicable severance payments as set forth in Section 7. Said severance payments shall be payable in equal installments semi-monthly over the applicable severance period in accordance with the Company’s customary payroll practices.

(e)           If this Agreement is terminated by the Company (or its successor) in connection with or as a result of a Change in Control, then the Company shall pay Executive the severance payments as set forth in Section 8 below.

(f)           Executive shall not be required to mitigate (by seeking any other employment, self-employment or any other income producing pursuit) any amounts or benefits payable to him upon termination of this Agreement.

(g)           Executive shall not be required to set off against any amounts or benefits payable to him upon termination of his employment under this Agreement, any compensation for other employment, consultancy or unemployment benefits received while he is receiving payments and benefits under this Agreement.

7.            Severance Payments . So long as Executive has served as an executive of the Company for twelve (12) months from the date hereof, the Company shall provide Executive the following severance amounts:

8.            Severance Due to a Change in Control .

(a)           For purposes of this Agreement, a “Change in Control” shall mean: (i) the sale, conveyance or disposition (in one or a series of related transactions) of all or substantially all of the stock or assets of the Company, or (ii) a consolidation or merger of the Company with or into any other corporation or corporations; provided, however, that a consolidation or merger involving the Company shall not be deemed to be a Change in Control if (A) the other party (or, if more than one, one of the other parties) to such transaction is an affiliate of the Company or (B) following completion of the transaction, the holders of shares of the Company’s capital stock immediately prior to the transaction, own shares which represent a majority of voting power of the surviving corporation (it being understood that for purposes of this Section 8, (X) the phrase “majority of the voting power” of a corporation shall mean a majority of all of the then outstanding capital stock of the corporation having voting power, and (Y) the phrase “affiliate of the Company” shall mean, with respect to the Company, any other person or entity which directly or indirectly controls, is controlled by or under common control with the Company. For the avoidance of doubt, the Financing or any other transaction with RENS or any of its affiliates shall not be deemed a Change in Control.

(b)           If, at any time after the Effective Date, this Agreement is terminated by the Company (or its successor) in connection with or as a result of a Change in Control or by the Executive for Good Reason in connection with or following a Change in Control, and Executive has served as an executive of the Company for twelve (12) months from the date hereof, then the Company (or its successor) shall provide Executive the following severance amounts:

9.            Confidentiality .

(a)           “ Confidential Information ” shall mean all information (in written, oral or electronic form) of the Company and its affiliates that is designated by the Company as being confidential or should have been reasonably understood by Executive to be confidential.  Confidential Information shall include, without limitation, all documentation provided by the Company, including but not limited to, all inventions, technology, trade secrets, know-how, technical information and data, improvements, formulas, research, development, laboratory notebooks, processes, diagrams, designs, drawings, engineering, test procedures and specifications, manufacturing specifications, configurations, packaging, search results, and any documents or materials relating thereto, business, financial, accounting, insurance, and marketing information, analyses, forecasts, predictions or projections, documents, systems, specifications, research and development information, prices, proposed transaction terms and other commercial information and/or trade and business secrets.

(b)           Confidential Information shall not include information that: (i) is or becomes public domain through no action on the part of Executive; (ii) is lawfully obtained from any source other than the Company, without an obligation to keep it confidential; (iii) is previously known to Executive without an obligation to keep it confidential; (iv) is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that Executive shall first have given prior written notice to the Company so that the Company may seek a protective order requiring that the Confidential Information not be disclosed; or (v) is independently developed by Executive without the use of the Confidential Information.

(c)           Executive hereby agrees that, during the Term and for three (3) years thereafter, he:  (i) shall use the Confidential Information  solely in connection with the performance of his duties under this Agreement, and not for any other purpose whatsoever without the prior express written consent of the Company;  (ii)  shall not copy, disclose or reveal any of the Confidential Information to any third party without the prior express written consent of the Company; (iii) shall take  strict precautions to maintain the confidentiality of the Confidential Information received; (iv) shall, within five (5) days of a written request by the Company, destroy or return any and all copies on any media containing the Confidential Information.

(d)           Unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. In the event of a breach or threatened breach of this Section 9, the Company shall be entitled to a preliminary injunction and a temporary restraining order restraining the Executive from using or disclosing the Confidential Information or such other equitable relief as may be necessary to protect the interests of the Company.  Such remedy shall be additional to and not a limitation upon any other remedy which may otherwise be legally available to the Company, including but not limited to a remedy for actual damages occasioned by the breach of the terms of this Section 9 (which damages shall include costs, expenses and reasonable attorneys’ fees).

(e)           Executive acknowledges and agrees that he is aware that: (i) the Confidential Information may contain material, non-public information regarding the Company and/or its affiliates (“ Insider Information ”) and (ii) the United States securities laws prohibit any persons who have material, non-public information concerning the Company and/or its affiliates from purchasing or selling securities of the Company or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. Accordingly, the Executive acknowledges and agrees to maintain all Confidential Information and material non-public information of the Company and/or its affiliates.   The Executive acknowledges and agrees that he will abide by all laws, rules and regulations relating to the handling of and acting upon Insider Information (including trading (directly or indirectly) while in possession of Insider Information or disclosing or utilizing Insider Information in connection with the purchase or sale of securities). Further, the Executive will not, and will use his best efforts to ensure that his affiliates (and any person acting on their behalf or in concert with them) will not, trade in the securities of the Company (including any securities convertible into such securities, or any other right to acquire such securities) on the basis of, or if and while it or its representatives are in possession of Insider Information until such time as the Company has publicly disclosed such information.

10.            Non-Competition and Non-Solicitation.

(a)           The Executive covenants and agrees that during the Term hereof and for a period of two (2) years following the termination of his employment hereunder (the “ Restricted Period ”), that he will not, directly or indirectly, at any time during the Term and/or the Restricted Period and anywhere within the continental United States:

   (i)   own, operate, manage, join, control, participate in the ownership, management, operation or control of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to, as an employee, consultant, director, officer, shareholder, partner, agent, associate, principal, representative or in any other capacity, any business entity which engages in any directly competitive line of business in which the Company is engaged during the Executive’s employment with the Company (including, but not limited to, the development and commercialization of therapeutic and dietary supplement products relating to myostatin inhibition and/or regulation); provided, however, that the foregoing shall not prevent the Executive from owning, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock traded or listed on a national securities exchange or in the over-the-counter market; and

        (ii)   solicit to employ or engage, for or on behalf of himself or any third party, any employee, vendor or agent of the Company.

(b)           The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and/or the Restricted Period, solicit any customers of the Company (and/or its successor) with respect to products or services directly competitive with products or services then being sold by the Company (and/or its successor).

(c)           If any of the restrictions in this Section 10 shall be held by a court of competent jurisdiction to be unenforceable, illegal or invalid by reason of the extent, duration or geographical scope thereof or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and this Section 10, in its reduced form, shall remain valid,   in full force and effect and enforceable in the manner contemplated hereby.

11.           Ownership of Product Ideas and Assignment .

(a)           The Executive will disclose to the Company all Product Ideas.  For purposes of this Agreement, “Product Ideas” shall mean all ideas, potential marketing and sales relationships, inventions, copyrightable expressions, research, plans for products or services, marketing plans, original works of authorship, know how, trade secrets, information, data, developments, discoveries, improvements, modifications, technology and designs, whether or not eligible for patent or copyright protection, which relate to the business of the Company, made, conceived, expressed, developed, or actually or constructively reduced to practice by the Executive within the scope of Executive's employment, whether solely or jointly with other Company employees or consultants retained by Company during the Term.

(b)           The Executive acknowledges and agrees that the Product Ideas and any resulting patents or trademarks shall be the exclusive property of the Company, and that all of said Product Ideas shall be considered as “work made for hire” belonging to the Company.  To the extent any such Product Ideas, under applicable law, may not be considered work made for hire by the Executive for the Company, the Executive hereby assigns and, upon its creation, automatically and irrevocably assigns to the Company, without any further consideration, all right, title and interest in and to such Product Ideas, including, without limitation, any copyright, other intellectual property rights, all contract and licensing rights, and all claims and causes of action of any kind with respect to such materials.  The Company shall have the exclusive right to use the Product Ideas, whether original or derivative, for all purposes without additional compensation to the Executive.  At the Company’s expense, the Executive will assist the Company to perfect the Company’s rights in the Product Ideas and to protect the Product Ideas throughout the world, including, without limitation, promptly executing and delivering such patent, copyright, trademark or other applications, assignments, descriptions and other instruments and to take such actions for and on behalf of the Executive as may be necessary to vest title to and/or defend or enforce the rights of the Company in the Product Ideas.

12.            Specific Performance; Injunctive Relief.   The Company and the Executive each acknowledge and agree that irreparable damage would occur in the event that the provisions of Sections 9, 10 or 11 of this Agreement were not performed in accordance with its specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of the such provisions of this Agreement and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or equity.

13.            Indemnification .   The Company shall indemnify and hold harmless Executive to the maximum extent permitted by the Company’s Articles of Incorporation, By-Laws, and the Nevada Corporations Code, as amended.

14.            Withholding .  The Company shall be entitled to deduct and withhold, from the Base Salary, bonuses, severance payments and/or any other amounts otherwise payable pursuant to this Agreement, such amounts as the Company determines that it is required to deduct and withhold under the Internal Revenue Code of 1986, as amended,   or any provision of state or local tax law, with respect to the making of such payment.

15.            Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement other than Section 4 (it being acknowledged by the Parties that Section 4 is an integral and material part of this Agreement) is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

16.            Notice . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or (unless otherwise specified) mailed by United States certified mail, return receipt requested, postage prepaid, or one day after delivery to an overnight air courier guaranteeing next day delivery, addressed as follows:

If to Executive:

K. Bryce Toussaint

100 Crescent Court

Suite 700

Dallas TX 75201

If to the Company:

MYOS Corporation

45 Horsehill Road, Suite 206

Cedar Knolls, NJ  07927

Attention: Chairman of the Board

or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notice of change in address shall be effective only upon receipt.

17.            Assignment.   This Agreement may not be assigned by the Executive, but may be assigned by the Company to any successor to, or assign of, its business and will inure to the benefit and be binding upon any such successor or assign.  The term the “Company” as used throughout this Agreement shall include (i) any successors or assigns of Company, and (ii) any successor, individual, association, partnership or corporation to which all or substantially all of the business, stock or assets of the Company shall have been transferred, and (iii) any other corporation into or with which Company shall have or has been merged, consolidated, reorganized or absorbed, all of whom shall be bound by the provisions of this Agreement, provided that no such assignment, sale of assets, merger or other such event shall relieve the Company, of its obligations hereunder.

18.            Counterparts.   This Agreement may be executed in several counterparts, each of which may be delivered by and among the parties by facsimile or other electronic transmission and each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19.            Entire Agreement.   This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and fully supersedes any and all prior agreements between the parties hereto respecting the Executive’s employment.  In addition, no amendment or modification to this Agreement shall be valid unless set forth in writing and signed by each of the parties.

20.            Headings.   The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

21.            Governing Law.   The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey without regard to its conflicts of law principles.

22.            Representations .

(a)            Executive’s Representations .   Executive hereby represents and warrant to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement by all of the parties hereto, this Agreement shall be valid and binding obligation of Executive, enforceable in accordance with its terms.

(b)            Company’s Representations .   Company hereby represents and warrants to the Executive that (i) the execution, delivery and performance of this Agreement by Company does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Company is a party or by which Company is bound, (ii) this Agreement has been duly approved by its Board of Directors (or the Compensation Committee of the Board of Directors) and the undersigned signatory of the Company has authority to execute this Agreement on behalf of the Company, and (iii) upon the execution and delivery of this Agreement by all parties hereto, this Agreement shall be the valid and binding obligation of Company, enforceable in accordance with its terms.

23.            Survival .   Sections 4(f), 4(g), 6, 7, 8, 9, 10, 11, 12, 13, 14, 19, 21, 23 and 24 shall survive the termination of this Agreement.

24.            Attorneys Fees.   The parties shall be responsible for their own respective costs and expenses incurred in connection with negotiation and execution of this Agreement and any dispute involving this Agreement, including attorneys’ fees and costs.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties have executed this Agreement on the date first above written.

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