SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 17, 2016, 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”).
BROKER WARRANTNeurotrope, Inc. • November 18th, 2016 • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
KATALYST SECURITIES LLC NEW YORK, NY 10019 TEL: 212-400-6993 Member: FINRA & SIPC GP NUREMENKARI INC. NEW YORK, NY 10017 TEL: 212-447-5550 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 18th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC (“Katalyst”) and GP Nurmenkari Inc. (“GPN”), both registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to collectively as the “Placement Agents”), shall be engaged by Neurotrope Inc., a publicly traded Nevada corporation (hereinafter referred to as the “Company”), to act as co lead Placement Agents in connection with the private placement (the “Offering”) of the securities of the Company referred to below (the “Securities”). The First Closing (as defined below) of the Offering will be conditioned upon and acceptance of subscriptions for the Minimum Amount (as defined below) and the certain other conditions described herein. As a condition to the First Closing of the Offering, all of the outstanding shares of Series B Preferred Stock will be converted into shares of the Company’s common stock (“Common Stock”) pursuant to th
FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of November 15, 2016, is made by and among Neurotrope, Inc., a Nevada corporation (the “Company”), and the stockholder of the Company identified on the signature page hereto (a “Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2016, 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”).
