SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2010 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2010, between Neuralstem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Neuralstem, Inc. • June 29th, 2010 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 three (3) 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 (as subject to adjustment hereunder, 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). This Warrant is being issued pursuant to the Company’s Registration Statement on Form S-3, File No. 333-153387.
AMENDMENT TO ENGAGEMENT AGREEMENTEngagement Agreement • June 29th, 2010 • Neuralstem, Inc. • Biological products, (no disgnostic substances)
Reference is made to the Engagement Agreement, dated as of June 28, 2010 (“Engagement Agreement”), between Noble International Investment, Inc., a Florida corporation, D/B/A Noble Financial Capital Markets (“Noble”) and Neuralstem, Inc., a Delaware corporation (“Company”). All defined terms used herein that are not defined herein shall have the meanings ascribed to such terms in the Engagement Agreement.
CONFIDENTIAL Richard Garr President & CEONeuralstem, Inc. • June 29th, 2010 • Biological products, (no disgnostic substances) • New York
