Pursuant to a Registration Rights Agreement, dated as of March 5, 2015 (the “Registration Rights Agreement”), we granted to GEM and Mr. Brown certain registration rights with respect to the 2.716 million PPO Shares that GEM acquired under the Subscription Agreement and the 2.31 million shares (the “Bridge Note Shares”) of our common stock that were issued upon the March 5, 2015 conversion of the Second Amended and Restated 10% Convertible Note of Tyme Inc., issued as of January 15, 2015, in the principal amount of $2.31 million and payable to Mr. Brown (the “Bridge Note”).  (In connection with the conversion of the Bridge Note, Mr. Brown assigned all of the Bridge Note Shares to GEM, an entity in which Mr. Brown acts as its Manager.)  Under the Registration Rights Agreement, as modified by the terms of the Original Omnibus Amendment, we agreed that promptly, but no later than 90 days following the earlier of the (i) date on which the PPO Note has been fully satisfied and (ii) July 6, 2015 (such earlier date, the “PPO Note Satisfaction Date”), we will file a registration statement with the SEC (the “Registration Statement”) covering, among other securities, the PPO Shares and Bridge Shares.  The Registration Rights Agreement further requires us to use commercially reasonable efforts to ensure that the Registration Statement is declared effective within 180 calendar days of its filing with the SEC.  The Registration Rights Agreement originally provided that, if we were late in filing the Registration Statement or if the Registration Statement is not declared effective within 180 days of its filing with the SEC, liquidated damages payable by our Company to the holders of the PPO Shares and Bridge Note Shares that have not been so registered will commence to accrue at a rate equal to $0.01 per share with respect to Bridge Note Shares and $0.025 per share with respect to the PPO Shares for each full month that (i) we are late in filing the Registration Statement or (ii) the Registration Statement is late in being declared effective by the SEC; provided, however, that in no event shall the aggregate of any such liquidated damages exceed $0.08 per Bridge Note Share and $0.20 per PPO Share.  Under the Second Omnibus Amendment, Mr. Brown and GEM irrevocably waived their rights to any damages should we be late in filing the Registration Statement or the Registration Statement is late in being declared effective by the SEC.

The Second Omnibus Amendment also amended the Registration Rights Agreement to the effect that the former stockholders of Tyme Inc. (“Tyme”), who received an aggregate of 68 million shares of our common stock in connection with the merger transaction, consummated on March 5, 2015, whereby Tyme became our wholly-owned subsidiary, will be able to include up to 15% of their merger-acquired shares in the Registration Statement contemplated by the Registration Rights Agreement.

For further information concerning the PPO Note, Subscription Agreement, Registration Rights Agreement, Bridge Note, Merger Agreement, Merger and Adjustment Shares Escrow Agreement, we refer readers to Amendment No. 1 to our Current Report on Form 8-K/A (Date of Report: March 5, 2015), filed with the SEC on April 16, 2015.  For further information concerning the Original Omnibus Amendment, we refer readers to our Current Report on Form 8-K (Date of Report: June 5, 2015), filed with the SEC on June 10, 2015.

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