Exhibit 10.1




 


 


NEUROTROPE, INC.


 


AMENDMENT NO. 1 TO


PREFERRED STOCKHOLDERS AGREEMENT


 


This Amendment No.
1 (this “Amendment”) to the Stockholders Agreement (as defined below) is made as of September 3, 2014 (the “Amendment
Effective Date”), by and among each of the stockholders who are a party to the Stockholders Agreement (each, a “Stockholder”,
and collectively, the “Stockholders”) and Neurotrope, Inc., a Nevada corporation (the “Company”)
(the Company and the Stockholders, collectively, the “Parties”).


 


RECITALS


 


WHEREAS, the
Parties, previously entered into an the Preferred Stockholders Agreement, dated as of August 23, 2013 (the “Stockholders
Agreement”), which provides that all or any portion of shares of the Company’s (a) common stock, par value $0.0001
per share (“Common Stock”), and Series A Preferred Stock (“Preferred Stock”), (b) shares
of Common Stock issued or issuable upon conversion of Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise
or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case owned or
acquired by any Stockholder, or their respective successors or permitted transferees or assigns, may not be assigned, sold, offered
for sale, pledged, mortgaged, hypothecated, encumbered, disposed of or (in each case, a “Transfer”), except
in accordance with the provisions of the Stockholders Agreement; and


 


WHEREAS, the
Stockholders Agreement provides a right of first refusal (the “Right of First Refusal”) to the Company and,
in the event the Company does not exercise its right, to the other Stockholders in the event a Stockholder desires to sell shares
of the Common Stock and Preferred Stock, (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (c)
shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible
securities of the Company (collectively, the “Transfer Stock”); and


 


WHEREAS, each
Stockholder unconditionally and irrevocably granted the other Stockholders a secondary refusal right to purchase all or any portion
of the Transfer Stock not purchased by the Company pursuant to the Right of First Refusal; and


 


WHEREAS, the
Parties desire to amend the Stockholder Agreement in order to delete certain transfer restrictions contained therein, including
the provisions set forth therein relating to the Right of First Refusal as well as secondary refusal rights to stockholders.


 


NOW, THEREFORE,
in consideration of the promises and mutual covenants contained herein, and the execution of the other agreements referenced above,
the Parties hereby agree as follows:


 


1.Deletion of Section 4.1 (Right
of First Refusal, Section 4.2(b)) and Section 4.3(a). The Company and each Stockholder hereby agree to the deletion of Section
4.1 (Right of First Refusal). In addition, the Company and each Stockholder hereby agree to the deletion of Sections 4.2(b) and
4.3(a), which set forth rights associated with a Stockholders’ violation of the Right of First Refusal and exemptions from
the provisions of Section 4.1, respectively.


 



    	 



    	 



    




2.Deletion of Section 4.4 (Prohibited
Transfers). The Company and each Stockholder hereby agree to the deletion of Section 4.4 (Prohibited Transfers).


 


3.Amendment to Certain Definitions.
For purposes of clarity, the following subsections of Section 1 (Definitions) are hereby deleted from the Stockholders Agreement
as such definitions are only used in Sections 4.1, 4.2(b) and/or 4.3: (a) 1.5 (definition of “Company Notice”); (b)
1.19 (definition of “Proposed Transfer Notice”); (c) 1.20 (definition of “Prospective Transferee”); (d)
1.25 (definition of “Right of First Refusal”); and (e) 1.33 (definition of “Stockholder Notice”).


 


4.Effect of this Amendment.
This Amendment shall become effective upon execution by the Company and the holders of a majority of the shares of Common Stock
issued or issuable upon conversion of the outstanding shares of Preferred Stock. There are no further changes to the terms of the
Stockholders Agreement. Except as would be inconsistent with the terms of this Amendment, all other terms and conditions of the
Stockholders Agreement shall remain in full force and effect and be unaffected by this Amendment. The Stockholders Agreement, as
amended hereby, embodies the entire agreement and understanding between the Parties with respect to the subject matter thereof
and hereof and supersedes all prior discussions, understandings and agreements concerning such subject matter.


 


5.Facsimile
and Counterparts. This Amendment may be executed in one or more counterparts by the Parties by signature of a person having
authority to bind the Party, each of which when executed and delivered by facsimile, electronic transmission or by mail delivery,
will be an original and all of which shall constitute but one and the same Agreement. 


 


 


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