EXHIBIT 10.4


 


ASSIGNMENT OF AND AMENDMENT TO


PLACEMENT AGENT AGREEMENT 


 


THIS
ASSIGNMENT OF AND AMENDMENT TO PLACEMENT AGENT AGREEMENT,
is made as of this 23rd day of August, 2013 (this “Assignment and Amendment”), by and among Neurotrope,
Inc., a Nevada corporation (the “Parent”); Neurotrope BioScience, Inc., a Delaware
corporation and wholly-owned subsidiary of the Parent (the “Company”); and EDI Financial, Inc., a Texas
corporation and a registered broker-dealer (the “Placement Agent”). The Parent, the Company, and the Placement
Agent may be referred to herein individually as a “Party” and collectively as the “Parties.”


 


WITNESSETH:


 


WHEREAS, the
Company and the Placement Agent have entered into a Placement Agent Agreement dated June 25, 2013 (the “Placement
Agreement”), pursuant to which the Placement Agent is acting as an exclusive placement agent in connection with the
Company’s offering (the “Neurotrope Offering”) of its Series A Preferred Stock, $0.01 par value per share of
the Company (the “Company Series A Preferred Stock”) at a purchase price of $1.00 per share (the “Purchase
Price”); and


 


WHEREAS,
the Merger contemplated by the Subscription Agreement executed by and among the Company, the Placement Agent and the various investors
was consummated on August 23, 2013, at which time, among other things, all 21,920,000 issued
and outstanding shares of Company Series A Preferred Stock were converted into an equal number of shares of Series A Preferred
Stock, $0.0001 par value per share of the Parent (the “Parent Series A Preferred Stock”), the rights, preferences,
privileges and restrictions of which are set forth in the Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock of the Parent attached as Exhibit B to Supplement No. 1 dated August 18, 2013, to the Company’s Confidential
Private Placement Memorandum; and


 


WHEREAS, the
Parties desire to enter into this Assignment and Amendment to assign to the Parent all of the Company’s right, title and
interest under the Placeement Agreement, and to amend the Placement Agreement, on the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.          Defined
Terms. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to them in the Placement
Agreement.


 


2.          Assignment
and Amendment of the Placement Agreement. The Parties hereby agree that upon execution hereof:


 


(a)     On
the terms and subject to the conditions set forth herein, the Company hereby conveys, grants, transfers, sets over, assigns and
delivers to the Parent, and the Parent hereby succeeds to, acquires and accepts from the Company, all of the Company’s right,
title and interest in and to, and assumes and agrees to discharge when due all of the Company’s obligations under, the Placement
Agreement, and the Placement Agent consents to such assignment. Without limiting the foregoing, the representations and warranties
of the Placement Agent in the Placement Agreement shall run to and inure to the benefit of the Parent.


 




    	 



    	 



    

 


(b)     Placement
Agent Disqualification. The Placement Agent represents and warrants to, and agrees with, the Parent as follows:


 


(i)          No
Disqualification Events. The Placement Agent represents that neither it, nor to its knowledge any of its directors, executive
officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent
Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of the “Bad
Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description
of which has been furnished in writing to the Company prior to the date hereof.


 


(ii)         Other
Covered Persons. The Placement Agent represents that it is not aware of any person (other than any Issuer Covered Person (as
defined below) or Placement Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation
of purchasers in connection with the sale of any Parent Series A Preferred Stock. Placement Agent will promptly notify the Parent
of any agreement entered into between such Placement Agent and such person in connection with such sale.


 


(iii)        Notice
of Disqualification Events. The Placement Agent will notify the Parent promptly in writing of (A) any Disqualification Event
relating to any Placement Agent Covered Person not previously disclosed to the Parent in accordance with Section 3(b)(i), No
Disqualification Events and (B) any event that would, with the passage of time, become a Disqualification Event relating to
any Placement Agent Covered Person.


 


(c)    Parent
Disqualification. The Parent represents and warrants to, and agrees with, the Placement Agent as follows:


 


(i)          No
Disqualification Events. None of the Parent, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Parent participating in the Offering, any beneficial owner of 20% or more of the Parent’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Parent in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). Parent has exercised reasonable care to determine whether any Issuer Covered Person
is subject to a Disqualification Event. The Parent has complied, to the extent applicable, with its disclosure obligations under
Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder.



 


(ii)         Other
Covered Persons. The Parent is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person)
that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale
of any the Parent Series A Preferred Stock.


 


(iii)        Notice
of Disqualification Events. The Parent will promptly notify the Placement Agent in writing of (A) any Disqualification Event
relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating
to any Issuer Covered Person.


 




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3.          No
Other Changes. Except as otherwise expressly provided in this Assignment and Amendment,
the provisions of the Placement Agreement shall remain in full force and effect.


 


4.          Other
Actions Necessary. At the reasonable request of one of the Parties hereto, the other Parties shall execute any other documents
or take any other reasonable actions necessary to effectuate this Assignment and Amendment.


 


5.          Binding
Effect. This Assignment and Amendment shall inure to the benefit of and shall be binding
upon the Parties and their respective successors and assigns.


 


6.          Amendments,
Changes and Modifications. This Assignment and Amendment may not be amended, changed,
modified, altered or terminated without the prior written consent of all of the Parties hereto.


 


7.          Applicable
Law. This Assignment and Amendment shall be governed in accordance with Section 12(a)
of the Placement Agreement.


 


8.          Execution
of Counterparts. This Assignment and Amendment may be executed in one
or more counterparts, all of which shall be considered an original and one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all
Parties need not sign the same counterpart. Signed counterparts of this Assignment and Amendment
may be delivered by facsimile and by scanned .pdf image.


 


[SIGNATURE PAGE FOLLOWS.]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Assignment and Amendment as of the day and year first above
written.


 


	PLACEMENT AGENT:	 	COMPANY: 
	 	 	 
	EDI FINANCIAL, INC.	 	NEUROTROPE BIOSCIENCE, INC.
	 	 	 	 	 
	By:	 	 	By: 	/s/ Jim New
	 	 	 	 	 
	Name:	 	 	Name:  	Jim New
	 	 	 	 	 
	Title:	 	 	Title:	Chief Executive Officer
	 	 	 	 	 
	 	 	 	PARENT: 
	 	 	 	 
	 	 	 	NEUROTROPE, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	/s/ Jim New
	 	 	 	 	 
	 	 	 	Name:	Jim New
	 	 	 	 	 
	 	 	 	Title:	Chief Executive Officer


 


[SIGNATURE PAGE TO ASSIGNMENT OF AND
AMENDMENT TO


PLACEMENT AGENT AGREEMENT]


 




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