20,000,000 Shares of Common Stock and Warrants to Purchase 20,000,000 Shares of Common Stock NEURALSTEM, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2016 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
Neuralstem, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) (i) an aggregate of 20,000,000 authorized but unissued shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) warrants (the “Warrants”) to purchase up to 20,000,000 shares of Common Stock of the Company (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.” The Shares and the Warrants shall be sold together as a fixed combination, each consisting of one share of Common Stock and a Warrant to purchase one share of Common Stock. The Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are
COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Common Stock Purchase Warrant • May 4th, 2016 • Neuralstem, Inc. • 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 May 6, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) 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).
