Exhibit 10.66


 


FORM OF

PURCHASE OPTION AGREEMENT


 


PURCHASE OPTION
AGREEMENT,  dated as of this ___ day of March, 2014, by and between Medytox Solutions, Inc., a Nevada corporation with its
principal place of business at 400 South Australian Avenue, Suite 800, West Palm Beach, Florida 33401 (the "Company"
or "Medytox"); and ________________, with an address at ____________________________ ___________________ ("Holder").


 


WITNESSETH:


 


WHEREAS. Holder is
the owner of record of 1,000 (one thousand) shares of Class B Preferred Stock (the "Shares") of the Company; and


 


WHEREAS, Holder is
willing to grant the Company an option (the "Option") to acquire the Shares upon the terms and conditions contained herein.


 


NOW, THEREFORE in consideration
of the mutual premises set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby
agreed and acknowledged to by the parties hereto, the Holder and the Company agree as follows:


 


Section 1.Grant
of Option; Purchase Price; Exercise of Option.


 


1.1Subject to the
terms and conditions of this Agreement, Holder hereby grants to the Company and its successors and assigns, an irrevocable, unconditional,
and exclusive Option to purchase any or all of the Shares owned of record or beneficially by Holder. The parties agree that if
the Option is exercised in full, the Company would acquire all of the Shares owned of record by Holder. The Option may be exercised,
in whole or in part, by the Company at any time prior to the Option Expiration Date, as defined below.


 


1.2The Option purchase
price (the Purchase Price) for the Shares that shall be paid for the purchase of all of the Shares upon the exercise of the Option
shall be the aggregate amount of $5,000,000 (Five Million Dollars).


 


1.3The parties
agree that the Option may be exercised for less than all of the Shares. In the event the Option is exercised for less than all
of the Shares subject to the Option, the Purchase Price shall be adjusted by multiplying the Purchase Price by the percentage of
the total amount of Shares subject to the Option that is being purchased. By way of illustration and not limitation, in the event
the Option is exercised for 51% of the total Shares subject to the Option, the Purchase Price shall be 51% of the Purchase Price.
In the event the Option is exercised in part, the Option shall continue in effect until the Option Expiration Date, and the Company
may exercise at any time up until the Option Expiration Date, the Option for any or all of the remaining Shares subject to the
Option.


 


1.4The Option granted
in this Agreement is exercisable by the Company in its sole discretion at any time on or after the date hereof, up until and including
the Option Expiration Date. Holder agrees and acknowledges that the Company has no obligation to exercise the Option, in full or
in part. To exercise the Option, the Company shall cause to be delivered to the Holder, a purchaser exercise notice (the "Purchaser
Exercise Notice"). The Purchaser Exercise Notice shall set forth the number of Shares being purchased, the Purchase Price,
and the Option exercise closing date (the "Option Exercise Closing Date"), which must be a date at least five (5) days
after delivery of the Purchase Exercise Notice, and not later than thirty (30) days after delivery of the Purchase Exercise Notice.
Notwithstanding anything contained herein to the contrary, the parties agree that the Option Exercise Closing Date may be a date
subsequent to the Option Expiration Date, provided the Purchaser Exercise Notice was delivered to the Holder on or prior to the
Option Expiration Date.


 




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1.5Any dividends
declared on the Shares, including any record date established for the payment of dividends, prior to the date of the Purchase Exercise
Notice shall be payable and due to the Holder. No dividends shall be paid or payable to the Holder if such dividends are declared
or a record date is established for the payment of dividends, on or subsequent to the date of the Purchase Exercise Notice.


 


1.6The Holder agrees
and acknowledges that the Company is planning to enter into option agreements, in substantially the same form as this Agreement,
with the other holders of the Company's Series B Preferred Stock, and that in the event the Company determines to exercise less
than all of the options available to it or for less than all of the shares that are subject to such options, the Company is not
obligated to exercise options and acquire shares from any specific holder or holders or for any specified amounts, and that any
such exercise, as to the timing, amount of shares and the identity of the holder which shares will be the subject of the option
exercise is at the sole and absolute discretion of the Company and its board of directors.


 


Section 2.Option
Exercise Closing Date.


 


2.1On or prior
to the Option Exercise Closing Date, the Holder shall deliver to the Company certificates evidencing all of the Shares subject
to the Option which are being exercised, with stock powers duly endorsed in blank, with signatures medallion guaranteed. In addition,
on or prior to the Option Exercise Closing Date, the Holder shall execute and deliver any and all other documents or instruments
and shall take all other actions as may be requested by the Company to effectuate the exercise of the Option, in whole or in part,
as set forth on the Purchaser Exercise Notice.


 


2.2As of the Option
Exercise Closing Date, the Company shall deliver to the Holder by bank check or wire transfer of immediately available funds, the
Purchase Price.


 


Section 3.Option
Expiration Date. 


 


3.1The Option Expiration
Date shall be March ___, 2016 (2 years after the date hereof).


 


3.2If a court of
competent jurisdiction determines that the Option Expiration Date renders this Agreement unenforceable or invalid, then the Option
Expiration Date shall be reduced to a date which would cure the invalidity or unenforceability. In the event that a regulatory
authority or court of competent jurisdiction shall determine that this Agreement or the Option violates any laws, statutes, rules
or regulations (and that determination is not stayed or appealed within ninety (90) days of that determination), or is unenforceable
or invalid, the parties will negotiate in good faith to enter into an alternative legally valid arrangement which substantially
preserves for the parties the relative economic benefits of this Agreement.


 




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Section 4.Failure
to Deliver Shares. Upon payment of the Purchase Price by the Company, as set forth in Section 1 to this Agreement, the
Shares with respect to which the Option is being exercised shall be deemed to have been sold, assigned, transferred and conveyed
to the Company, and the Holder shall have no further rights to the Shares, and Company shall record the transfer in its stock transfer
book or in any appropriate manner, or issue replacement certificates for the shares, irrespective of whether the Holder refuses
to, is unable to, or for any reason fails to deliver the certificate or certificates evidencing the Shares together with the requisite
stock powers. Holder agrees that Holder shall be solely liable for any damages or losses incurred by the Company for any failure
to deliver the Shares and/or stock powers to the Company.


 


Section 5.Covenants
of the Holder.


 


5.1The Holder covenants
and agrees that the Holder owns of record all of the Shares and will take no action, directly or indirectly, to reduce or cause
the Holder's ownership of such Share to be reduced or diminished in any fashion whatsoever. The Holder covenants and agrees that
the Holder shall not sell, assign, pledge, hypothecate or otherwise dispose of, or otherwise encumber the Shares, and shall not
issue any rights, options, or calls or enter into any agreement (other than with the Company) with respect to the Shares during
the term of this Option.


 


5.2The Holder further
agrees that the Holder will not purchase or attempt to purchase any shares of the Company's Class B shares owned of record or beneficially
by any other person, irrespective of whether the Holder has the right to purchase such additional shares, during the term of the
Option.


 


5.3The parties
agree and acknowledge that the covenants of the Holder set forth in this Agreement are being relied upon by the Company in entering
into this Agreement,


 


5.4The Holder further
covenants and agrees that the termination or expiration of any other agreement by and between the Company and the Holder, irrespective
of the reasons therefore, shall not impair the ability of the Company to exercise the Option, in whole or in part.


 


Section 6.Representations
and Warranties of the Holder. As a material inducement to the Company to enter into this Agreement and/or consummate any
exercise of the Option, the Holder hereby represents and warrants to the Company as of the date hereof, as of the Option Exercise
Date, and as of the Option Exercise Closing Date, the following representations and warranties. Holder agrees that upon any exercise
of the Option by the Company, the Holder shall also be deemed to have automatically made as of the Option Exercise Date and as
of the Option Exercise Closing Date, the following representations and warranties.


 




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6.1The Holder has
full authority, power and capacity to enter into this Agreement and to carry out the transactions contemplated hereunder, including
the transfer of the Shares upon the exercise of the Option by the Company, and the delivery of the Shares, together with the requisite
stock powers. This Agreement constitutes the valid and binding obligation of the Holder, enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally. The execution, delivery and performance by the Holder of this Agreement, including any transfer and delivery
of the Shares to the Company: (a) do not and will not violate, to the best of the Holder's knowledge, any laws, rules or regulations
applicable to the Holder, or require the Holder to obtain any approval, consent or waiver of any person; and (b) do not and will
not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of
any contract, agreement, lien, writ, judgment, injunction, decree, determination or arbitration award to which the Holder is a
party or by which the Holder may be bound or affected, or result in the creation or imposition of any pledge, lien, security interest
or other charge or encumbrance on any of the assets or properties of the Holder.


 


6.2The Holder owns
of record all of the Shares, free and clear of any liens, restrictions, encumbrances of any kind whatsoever. The Holder does not
beneficially own any other Shares, and no person has any right to vote, or acquire the Shares from the Holder. No other person
beneficially owns any of the Shares.


 


6.3The Holder represents
and warrants that the Holder is thoroughly familiar with the business and financial condition of the Company and its results of
operations, and the terms, relative rights and preferences of the Shares. The Holder further represents and warrants that prior
to the execution of this Agreement, the Holder has been afforded the opportunity to ask management of the Company all relevant
questions concerning the Company, and the Shares, and further represents, warrants, agrees and acknowledges that the Holder has
had access to, and has reviewed the Company's public filings with the Securities and Exchange Commission, including the Company's
most recent Annual Report on Form 10-K, the most recent quarterly reports on Form 10-Q, and the Company's reports on Form 8-K.


 


6.4The Holder has
not engaged or employed any investment banker, broker or finder or incurred or become liable for any investment banker's, broker's
or finder's fee, commission banking fees or similar compensation, relating to or in connection with this Agreement, or the transactions
contemplated hereunder.


 


Section 7.Restrictions
on Transfer of Shares.


 


7.1Prior to or
simultaneously with the execution and delivery of this Agreement, the Holder shall deliver any and all certificates evidencing
the Shares for the purpose of imprinting in bold the following legend on such certificates representing the Shares:


 


"The sale, pledge, assignment,
encumbrance or other disposition or transfer of the shares represented by this Certificate are restricted by the terms of a Purchase
Option Agreement, dated as of March ___, 2014, by and between Medytox Solutions, Inc. and the person whose name appears on this
certificate, a copy of which is on file in the principal office of Medytox Solutions, Inc."


 


The Company shall immediately
cause this legend to be affixed to the Shares.


 




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7.2The Holder shall
not, at any time sell, assign, transfer, pledge, hypothecate, pledge, donate, or otherwise dispose of any of the Shares now, or
at any time during the term of the Option, except in the case of the exercise of the Option in accordance with the provisions of
this Agreement. Any attempted sale, assignment, transfer, donation or other encumbrance in violation of this Section shall be null
and void and of no force or effect whatsoever.


 


Section 8.Miscellaneous.


 


8.1Expenses
and Taxes. All costs and expenses incurred in connection with the negotiation, execution and delivery of this Agreement and
the exercise of the Option granted by this Agreement shall be paid by the party incurring those fees, costs and expenses. Holder
shall be solely responsible for any and all taxes imposed on or payable by Holder as a result of the exercise of the Option.


 


8.2Survival.
All of the representations and warranties of Holder are material and may be relied upon by the Company and shall survive beyond
the last Option Exercise Closing Date for a time period equal to the greater of three years or the applicable statutes of limitations.
All statements in this Agreement shall be deemed representations and warranties. Any due diligence conducted by the Company and
the results thereof shall not diminish or otherwise affect any of the representations and warranties set forth in this Agreement.


 


8.3Notices.
Whenever any notice, request, information or other document is required or permitted to be given under this Agreement, that notice,
demand or request shall be in writing and shall be either hand delivered, sent by United States certified mail, postage prepaid
or delivered via overnight courier to the addresses below or to any other address that any party may specify by notice to the other
party. No notice of a change of address shall be effective until received by the other parties. A notice shall be deemed received
upon hand delivery, two days after posting in the United States mail or one day after dispatch by overnight courier. Notwithstanding
the foregoing, the delivery of the Purchaser Exercise Notice may be delivered by facsimile or by e–mail, to the contact information
provided below, and such delivery, if made during business hours shall be deemed given on such day as transmitted, provided, confirmation
of facsimile transmission or e-mail delivery is available.


 


If to the Company:


 


 


Medytox Solutions, Inc.


400 South Australian Avenue


Suite 800


West Palm Beach, Florida 33401


 


 


Fax:


E-mail:


 




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With a copy to:


 


 


J. Thomas Cookson, Esq.


Akerman, LLP


One SE Third Avenue


25th Floor


Miami, Florida 33131


 


 


Fax: 305-374-5095


E-mail: tom.cookson@akerman,.com


 


 


If to the Holder:


 


 


Fax:


E-mail:


 


 


Any party to this Agreement
may change the address to which any communications are to be directed to that party by giving notice of the change to the other
parties in the manner provided in this Section.


 


8.4Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter of this Agreement
and merges and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof or thereof.


 


8.5Successors
and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors,
assigns, heirs, estates, beneficiaries, executors and legal and personal representatives.


 


8.6Amendment
and Waiver. Failure of any party to enforce one or more of the provisions of this Agreement or to require at any time performance
of any of the obligations under this Agreement shall not be construed to be a waiver of any provisions by any party nor to in any
way affect the validity of this Agreement or any party's right to enforce any provision of this Agreement nor to preclude any party
from taking all other action at any time which it would legally be entitled to take. All waivers to be effective shall be in writing
signed by the waiving party. This Agreement may not be modified or terminated orally, and no modification or termination shall
be binding unless in writing and signed by the parties to this Agreement. Each party agrees to be bound by any telecopied or pdf'd
signature to this Agreement or any agreement executed in connection herewith as if a manually executed signature page had been
executed and delivered.


 


8.7Further Assurances.
The parties shall execute all other documents or instruments and shall take all other actions as may reasonably be requested by
the other to effect the purposes of this Agreement.


 




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8.8Section Headings.
The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.


 


8.9Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without application
to the principles of conflicts of law.


 


8.10Severability.
The invalidity or unenforceability of any one or more of the words, phrases, sentences, clauses, or sections contained in this
Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement.


 


8.11Litigation;
Prevailing Party. In the event of any litigation, including appeals, with regard to this Agreement, the prevailing party shall
be entitled to recover from the non-prevailing party all reasonable fees, costs, and expenses of counsel (at pre-trial, trial and
appellate levels).


 


8.12Construction.
This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing
this Agreement to be drafted. THE HOLDER AGREES AND ACKNOWLEDGE THAT MEDYTOX HAS REQUESTED THAT THE HOLDER SEEKS INDEPENDENT COUNSEL
PRIOR TO THE EXECUTION OF THIS AGREEMENT AND ANY TRANSACTION DOCUMENT.


 


8.13Word Usage.
Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Agreement directs, the
plural shall be read as the singular and the singular as the plural.


 


8.14Mergers
and Consolidation; Successors and Assigns. Holder shall have no right to assign Holder's rights or delegate Holder's duties
and obligations under this Agreement. The Company may freely assign and delegate all of its rights and duties under this Agreement.
Additionally, the parties each agree that upon the sale of all or substantially all of the assets of the Company or all or substantially
all of the equity of the Company to another company or any other entity, or upon the merger or consolidation of the Company with
another company or any other entity, this Agreement shall inure to the benefit of, and be binding upon, the Holder and any entity
or person purchasing the assets, or equity of the Company, or surviving in any such merger or consolidation..


 


8.15Jury Trial.
EACH PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THIS AGREEMENT.


 


[Signature Page Follows]


 




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Each of the parties
to this Agreement has caused this Agreement to be duly executed as of the date first written above.


 




 


	 	Medytox Solutions, Inc.:
	 	 
	 	 
	 	By:________________


 


 


 


 


Holder:


 


____________________


 




 


 






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