0001144204-10-017210 Sample Contracts

COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.
Neuralstem, Inc. • March 31st, 2010 • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.
Neuralstem, Inc. • March 31st, 2010 • Biological products, (no disgnostic substances) • Maryland

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.
Neuralstem, Inc. • March 31st, 2010 • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vicis Capital Master Fund (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the one (1) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuralstem, Inc., a Delaware corporation (the “Company”), up to 400,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2010 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2009, between Neuralstem, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

NEURALSTEM, INC. STOCK PLAN STOCK OPTION AGREEMENT
Stock Plan • March 31st, 2010 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • Delaware

Unless otherwise defined herein, the terms defined in the Neuralstem, Inc [____] Stock Plan (“Plan”) shall have the same defined meanings in this Option Agreement.

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