0001144204-15-067033 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 19th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2015, is by and among Neurotrope, Inc., a Nevada corporation (the “Company”), and each of the buyers identified on the attached Exhibit A (each, a “Buyer,” and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 13, 2015, is by and among Neurotrope, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

NEUROTROPE, INC. AMENDMENT NO. 2 TO PREFERRED STOCKHOLDERS AGREEMENT
Preferred Stockholders Agreement • November 19th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations

This Amendment No. 2 (this “Amendment”) to Preferred Stockholders Agreement (as defined below) is made as of November 13, 2015 (the “Amendment Effective Date”), by and among the stockholders who are a party to the Stockholders Agreement and currently hold the majority of the Registrable Securities currently outstanding (each, a “Stockholder”, and collectively, the “Stockholders”) and Neurotrope, Inc., a Nevada corporation (the “Company”) (the Company and the Stockholders, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in that certain Preferred Stockholders Agreement, dated as of August 23, 2013 (as amended, the “Stockholders Agreement”).

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