TYME TECHNOLOGIES, INC. - FORM 8-K - EX-10 - LETTER AGREEMENT - March 11, 2015

Attached files

file filename
8-K - FORM 8-K FOR 03-05-2015 - TYME TECHNOLOGIES, INC.form_8-k.htm
EX-16 - LETTER OF DKM - TYME TECHNOLOGIES, INC.ex_16.htm
EX-2 - AGREEMENT AND PLAN OF MERGER AND REORGANIZATION - TYME TECHNOLOGIES, INC.ex_2-1.htm
EX-3 - CERTIFICATE OF MERGER - TYME TECHNOLOGIES, INC.ex_3-4.htm
EX-10 - EMPLOYMENT AGREEMENT, MICHAEL DEMURJIAN - TYME TECHNOLOGIES, INC.ex_10-13.htm
EX-10 - LOCK-UP AND NO SHORTING AGREEMENT, MICHAEL DEMURJIAN - TYME TECHNOLOGIES, INC.ex_10-04.htm
EX-10 - AMENDED AND RESTATED 10% SECURED CONVERTIBLE PROMISSORY NOTE - TYME TECHNOLOGIES, INC.ex_10-17.htm
EX-10 - GENERAL RELEASE AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-02.htm
EX-10 - CONSULTING AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-14.htm
EX-10 - 10% SECURED CONVERTIBLE PROMISSORY NOTE - TYME TECHNOLOGIES, INC.ex_10-16.htm
EX-10 - SECOND AMENDED AND RESTATED 10% SECURED CONVERTIBLE PROMISSORY NOTE - TYME TECHNOLOGIES, INC.ex_10-18.htm
EX-10 - INDEMNIFICATION SHARES ESCROW AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-10.htm
EX-10 - FORM OF REGISTRATION RIGHTS AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-09.htm
EX-10 - SUBSCRIPTION NOTE SHARES ESCROW AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-07.htm
EX-10 - LICENSE AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-11.htm
EX-10 - INDEMNIFICATION SHARES ESCROW AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-15.htm
EX-10 - SPLIT-OFF AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-01.htm
EX-10 - 2015 EQUITY INCENTIVE PLAN - TYME TECHNOLOGIES, INC.ex_10-08.htm
EX-10 - FORM OF SUBSCRIPTION AGREEMENT - TYME TECHNOLOGIES, INC.ex_10-05.htm
EX-10 - EMPLOYMENT AGREEMENT, STEVEN HOFFMAN - TYME TECHNOLOGIES, INC.ex_10-12.htm
EX-10 - LOCK-UP AND NO SHORTING AGREEMENT, STEVEN HOFFMAN - TYME TECHNOLOGIES, INC.ex_10-03.htm
EX-21 - SUBSIDIARIES OF THE REGISTRANT - TYME TECHNOLOGIES, INC.ex_21.htm
EX-10 - SUBSCRIPTION NOTE OF GEM GLOBAL YIELD FUND - TYME TECHNOLOGIES, INC.ex_10-06.htm

Exhibit 10.19


TYME INC.

48 Wall Street - Suite 1100

New York, NY 10005


March 5, 2015

Mr. Christopher Brown

c/o GEM

590 Madison Ave.

36th Floor

New York, NY 10022


Re:         Second Amended and Restated 10% Secured Convertible Promissory Note


Dear Chris:


We refer to the Second Amended and Restated 10% Secured Convertible Promissory Note with Original Issue Date of July 11, 2014, in the principal amount of US$2,310,000 (the “Note”), of Tyme Inc. (the “Company”) payable to you.  This letter agreement amends the Note as follows:


 

(a)

The term “Pubco” as used in the Note is hereby amended to mean “Tyme Technologies, Inc. (f/k/a Global Group Enterprises Corp.), a Delaware corporation.”

 

 

 

 

(b)

The term “PPO Securities” as used in the Note is hereby amended to mean “shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”).

 

 

 

 

(c)

The term “Conversion Price” as used in the Note is hereby amended, effective as of the closing of the PPO, to mean a fixed price of $1.00 per share of Pubco Common Stock.


We and you acknowledge and agree that closings of the Merger and of the PPO for at least $9,100,000 (which includes, for purposes of determining such amount, the aggregate outstanding principal amount of this Note) have each occurred as provided in Section 1.02(a) of the Note.  Accordingly, all of the outstanding principal amount of the Note has automatically, without the necessity of any action by you, the Company and/or PubCo, been converted into 2,310,000 shares of Pubco Common Stock on the date hereof, and all accrued but unpaid interest on the Note shall be forgiven in full upon such conversion.


If you agree with the foregoing, please signify your acceptance by signing a copy of this letter in the place indicated below, and return the same to us.


Very truly yours,


TYME INC.


By: /s/ Steven Hoffman

Name:   Steven Hoffman

Title:     President

Acknowledged and agreed:


/s/ Christopher Brown

Christopher Brown



TYME TECHNOLOGIES, INC.


By: /s/ Steven Hoffman

Name:   Steven Hoffman

Title:     President


TYME TECHNOLOGIES, INC. Reports