WHEREAS, pursuant to an Adjustment Shares Escrow Agreement (the “Adjustment Shares Escrow Agreement”), dated as of March 5, 2015, between the Company, Subscriber and Escrow Agent, Subscriber deposited with Escrow Agent an aggregate of 3,500,000 shares of Common Stock to secure certain surrender obligations of Subscriber as provided for in the Merger Agreement; and

WHEREAS, the Company, the Subscriber and Brown, as acknowledged and agreed to by Escrow Agent, entered into an Omnibus Amendment, dated as of June 5, 2015, pursuant to which, among other things, the Company agreed to accept a partial payment from the Subscriber of fifty percent (50%) of the principal amount due under the Note, equal to US$1,250,000 and to an extension to July 6, 2015 of the Maturity Date under the Note for the payment of the balance of the principal amount thereof, and certain amendments were made to the Merger Agreement, the  Registration Rights Agreement, the Note Escrow Agreement and the Adjustment Shares Escrow Agreement; and

WHEREAS, the Company, the Subscriber and Brown have agreed to make certain additional amendments to the terms of the Note and the Registration Rights Agreement as set forth herein;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby consent and agree as follows:

1.         The Maturity Date of the Note with respect to its remaining principal balance of US$1,250,000 shall be extended to the fifth (5^th) Business Day (as defined in the Merger Agreement) after the Company provides the Subscriber written evidence reasonably satisfactory to the Subscriber that an Investigational New Drug Application (IND) for the Company’s “SM-88” drug candidate has been submitted by the Company to the United States Food and Drug Administration (the “Revised Maturity Date”).  All references to “maturity date of the Note” contained in the Note Escrow Agreement shall refer to the Revised Maturity Date.

2.         Clause (c) of the definition of “Shares” in the Registration Rights Agreement is hereby amended to read in its entirety as follows:  “fifteen percent (15%) of the number of shares of Common Stock that each Tyme Stockholder is entitled to receive under Section 1.5(a) of the Merger Agreement;”.

3.         The Subscriber and Brown, for themselves and on behalf of all of their assignees and successors, if any, hereby irrevocably waive any right to receive from the Company liquidated damages pursuant to Section 3(e) of the Registration Rights Agreement or other damages with respect to the date of filing or the effective date of the Registration Statement.  The Subscriber and Brown expressly do not waive any other rights they have under the Registration Rights Agreement.

4.         Except as specifically amended or modified as set forth herein, all other terms of the Subscription Agreement, Note, Registration Rights Agreement, Merger Agreement, Adjustment Shares Escrow Agreement and Note Escrow Agreement, each as heretofore amended, are ratified and confirmed and remain in full force and effect, to the extent they are in full force and effect as of the date of this Amendment.

- 2 -