AMENDMENT TO ENGAGEMENT AGREEMENT
AMENDMENT TO ENGAGEMENT
AGREEMENT
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.
NOW, THEREFORE, Noble and the Company
hereby amend the Engagement Agreement as follows.
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1.
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In
connection with the Placement, (i) Noble shall retain National Securities
Corporation (“National”) to
act as sub-agent and financial advisor pursuant to the Subagency
Agreement, dated as of the date hereof, between Noble and National and
(ii) National shall receive $35,000 from the cash fee payable to Noble at
closing of the Placement.
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2.
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In
connection with the Placement, the Company shall reimburse Noble for legal
and other expenses in the non-accountable amount of
$25,000.
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3.
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Other
than as expressly set forth herein, the terms and conditions of the
Engagement Agreement are unchanged and
effective.
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4.
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The
parties hereto may deliver this Amendment to the Engagement Agreement in
counterparts and by facsimile or e-mail (.pdf file), which shall together
constitute one document.
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[signature page
follows]
IN
WITNESS WHEREOF, the parties have executed this Amendment to the Engagement
Agreement on June 29, 2010.
| NEURALSTEM, INC. | |||
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By:
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| Name: | |||
| Title: | |||
| NOBLE FINANCIAL CAPITAL MARKETS | |||
| By: | |||
| Name: | |||
| Title: | |||
