FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
SPLIT-OFF AGREEMENTSplit-Off Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Florida
This SPLIT-OFF AGREEMENT, dated as of March 5, 2015 (this “Agreement”), is entered into by and among Tyme Technologies, Inc. (f/k/a Global Group Enterprises Corp.), a Delaware corporation (the “Seller”), Global Group Enterprises Global Group Enterprises Inc., a Florida corporation(“Split-Off Subsidiary”), and Andrew Keck (“Buyer”).
TYME TECHNOLOGIES, INC. New York, New York 10005Employment Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This letter (this “letter agreement”) sets forth our agreement with respect to your employment with Tyme Technologies, Inc., a Delaware corporation (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of March 5, 2015 (the “Effective Date”), by and between the undersigned person or entity (the “Restricted Holder”) and Tyme Technologies, Inc., a Delaware corporation formerly known as Global Group Enterprises Corp. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
LICENSE AGREEMENTLicense Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware
THIS LICENSE AGREEMENT (the “Agreement”), executed as of July 9, 2014 (“Effective Date”), is made by and between Steven Hoffman, an individual residing at 15 Knichel Road, Mahwah, New Jersey 07430 (hereinafter “Hoffman”), and Tyme, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (hereinafter “Tyme”). Hoffman and Tyme are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION NOTE SHARES ESCROW AGREEMENTSubscription Note Shares Escrow Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Subscription Note Shares Escrow Agreement, dated March 5, 2015 (this “Agreement”), is by and among Tyme Technologies, Inc., a Delaware corporation (the “Company”), GEM Global Yield Fund LLC SCS (“Depositor”) and CKR Law LLP, a California limited liability partnership, as escrow agent (in such capacity, “Escrow Agent”).
CONSULTING AGREEMENT TYME TECHNOLOGIES, INC. BERYLLIUM ADVISORY CONSULTING, LIMITED LIABILITY COMPANYConsulting Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Consulting Agreement (the “Agreement”) is entered into as of March 5, 2015, between Tyme Technologies, Inc., a Delaware corporation with a place of business at 48 Wall Street – Suite 1100, New York, NY 10005 (“Tyme”), and Beryllium Advisory Consulting, Limited Liability Company (“Consultant”), a New Jersey limited liability company providing specialty advisory consulting services with a place of business at One Second Street, Apt. 2403, The Portofino, Jersey City, NJ 07302.
GENERAL RELEASE AGREEMENTGeneral Release Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of March 5, 2015, is entered into by and among Tyme Technologies, Inc. (f/k/a Global Group Enterprises Corp.), a Delaware corporation (“Seller”), Global Group Enterprises Corp., a Florida corporation (“Split-Off Subsidiary”), and Andrew Keck (the “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among TYME TECHNOLOGIES, INC. TYME ACQUISITION CORP. and TYME INC. AND WITH RESPECT TO SECTION 6.3(f) ONLY, STEVEN HOFFMAN, AS INDEMNIFICATION REPRESENTATIVE AND, WITH RESPECT TO SECTIONS 1.14, 4.8(b)...Merger Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of March 5, 2015, by and among Tyme Technologies, Inc. (f/k/a Global Group Enterprises Corp.), a Delaware corporation (“Parent”), Tyme Acquisition Corp., a Delaware corporation (“Acquisition Subsidiary”), Tyme Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 6.3(f), Steven Hoffman, as Indemnification Representative, and, solely with respect to Sections 1.14, 4.8(b) and 5.1(k), GEM Global Yield Fund LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg (“GEM”). Parent, Acquisition Subsidiary and the Company are referred herein each as a “Party” and collectively as the “Parties.”
INDEMNIFICATION SHARES ESCROW AGREEMENTIndemnification Shares Escrow Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
ADJUSTMENT SHARES ESCROW AGREEMENTAdjustment Shares Escrow Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Adjustment Shares Escrow Agreement (this “Agreement”) is entered into as of March 5, 2015, by and among Tyme Technologies, Inc. (f/k/a Global Group Enterprises Corp.), a Delaware corporation (the “Company”), each Depositor identified on the signature page hereto (each, a “Depositor” and collectively, the Depositors), and CKR Law LLP, as escrow agent (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). Capitalized terms used herein without definition have the meanings ascribed to them in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 11th, 2015 • Tyme Technologies, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
