0001144204-13-048559 Sample Contracts

SPLIT-OFF AGREEMENT
Split-Off Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • New York

This SPLIT-OFF AGREEMENT, dated as of August 23, 2013 (this “Agreement”), is entered into by and among Neurotrope, Inc. (successor by merger to BlueFlash Communications, Inc.), a Nevada corporation (the “Parent”), (“Seller”), BlueFlash Communications Corp, a Nevada corporation (“Split-Off Subsidiary”), and Marissa Watson (“Buyer”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among NEUROTROPE, INC. (formerly BlueFlash Communications, Inc.) NEUROTROPE ACQUISITION CORP. and NEUROTROPE BIOSCIENCE, INC. August 23, 2013
Agreement and Plan of Merger and Reorganization • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • Delaware
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TECHNOLOGY LICENSE AND SERVICES AGREEMENT by and between NEUROTROPE BIOSCIENCE, INC., on the one hand, and BLANCHETTE ROCKEFELLER NEUROSCIENCES INSTITUTE and NRV II, LLC, on the other hand, dated October 31, 2012
Technology License and Services Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • Delaware

This Technology License and Services Agreement is made and entered into as of October 31, 2012 (the “Execution Date”) by and between Neurotrope BioScience, Inc., a corporation organized and existing under the laws of Delaware (“Neurotrope”), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit institution organized and existing under the laws of the State of West Virginia (“BRNI”), and NRV II, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“NRV II”), on the other hand. Neurotrope, BRNI and NRV II are sometimes referred to herein, individually, as a “Party” or, collectively, as the “Parties.”

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CONSULTING AGREEMENT
Consulting Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • New York

This Consulting Agreement (the “Agreement”) is made and entered into as of June 2, 2013 (the “Effective Date”), by and between Medical Cash Management Solutions, LLC, a New York limited liability company (“MCMS”), and Neurotrope BioScience, Inc., a Delaware corporation (“Neurotrope”).

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Amendment #1 to the Technology License and Services Agreement Dated August 21, 2013 by and between Neurotrope Bioscience, Inc., on the one hand, and Blanchette Rockefeller Neurosciences Institute and NRV II, LLC, on the other hand
License and Services Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software

This Amendment #1 to the Technology License and Services Agreement (“Amendment”) is made and entered into as of August 21, 2013 (the “Amendment Effective Date”) by and between Neurotrope BioScience, Inc. (“Neurotrope”), on the one hand, and Blanchette Rockefeller Neurosciences Institute (“BRNI”) and NRV II, LLC (“NRV II”), on the other hand. Neurotrope, BRNI and NRV II are sometimes referred to herein, individually, as a “Party” or, collectively, as the “Parties.”

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • Nevada

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of August 23, 2013 by and among Neurotrope, Inc., a Nevada corporation (the “Company”), Neurosciences Research Ventures, Inc., a West Virginia corporation (“NRV”), Dan Alkon (“Alkon”) and each of the Persons listed on the Schedule of Abeles Group Stockholders attached hereto (each, an “Abeles Stockholder” and, collectively, the “Abeles Stockholders”). NRV, Alkon and the Abeles Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” The Company and the Stockholders are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in ‎Section 7.

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VOTING AGREEMENT
Voting Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of 23, 2013 by and among Neurotrope, Inc., a Nevada corporation (the “Parent”), Neurosciences Research Ventures, Inc., a West Virginia corporation (“NRV”), Northlea Partners LLLP ("Abeles"), Jim New ("New"), Dan Alkon ("Alkon"), Hannah Rose Holdings, LLC ("HRH") and Gottbetter Capital Group, Inc. ("GCG") (each, a "Party" and together, the "Parties").

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PLACEMENT AGREEMENT
Placement Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • Delaware

Neurotrope Bioscience, Inc., a Delaware corporation (“Neurotrope” or the “Company”) proposes to offer, offer for sale and sell $6,865,000 (the "Offering Amount") of shares of Neurotrope Series A Convertible Preferred Stock, par value $.001 per share (the “Series A Preferred Stock”, and collectively with the shares of Company common stock, par value $.001 per share (the “Common Stock”) underlying the Series A Preferred Stock, the “Securities”) to accredited investors in accordance with one or more exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Company and the Placement Agent (as defined below) may, upon their mutual agreement, accept additional subscriptions of up to an additional $2,750,000 (the “Over-allotment”). Further, this Over-allotment may be increased upon the mutual agreement of the Company and the Placement Agent. The Series A Preferred Stock will be offered at a price per share to be mutually determined by

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LOCK-UP AGREEMENT
Lock-Up Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • New York

This LOCK-UP AGREEMENT (this “Agreement”) is made as of August 23, 2013 by and between the undersigned person or entity (the “Restricted Holder”) and Neurotrope, Inc., a Nevada corporation formerly known as BlueFlash Communications, Inc. (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).

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General RELEASE agreement
General Release Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • New York

This General Release Agreement (this “Agreement”), dated as of August 23, 2013, is entered into by and among Neurotrope, Inc. (successor by merger to BlueFlash Communications, Inc.), a Nevada corporation (“Seller”), BlueFlash Communications Corp., a Nevada corporation (“Split-Off Subsidiary”), and Marissa Watson (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:

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PREFERRED STOCKHOLDERS AGREEMENT NEUROTROPE, INC. August 23, 2013
Preferred Stockholders Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • Delaware

THIS PREFERRED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of the 23rd day of August, 2013, by and among Neurotrope, Inc., a Nevada corporation (the “Company”), each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “Stockholder,” and any additional Person that becomes a party to this Agreement in accordance with the terms hereof.

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STOCK OPTION AGREEMENT NEUROTROPE, INC.
Stock Option Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software

The Board of Directors of the Company (the “Board”) has approved and adopted the Neurotrope, Inc. 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which the Board is authorized to grant to employees and other selected persons stock options to purchase common shares of the Company (the “Common Stock”);

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August 12, 2013 EDI Financial, Inc. 12221 Merit Drive, Suite 1020 Dallas, TX 75251 Ladies and Gentlemen:
Neurotrope, Inc. • August 29th, 2013 • Services-prepackaged software

We refer to the Placement Agreement dated June 25, 2013 (the “Placement Agreement”), between EDI Financial, Inc. (“EDI”) and Neurotrope BioScience, Inc. (“Neurotrope”) in connection with a private placement offering and related transactions described therein. The parties desire to amend the Placement Agreement as set forth herein.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 25, 2013 (the “Effective Date”), is made by and between Neurotrope BioScience, Inc., a Delaware corporation (the “Company”), and James S. New, a resident of the State of Florida (the “Executive”).

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