3,000,000 Shares of Common Stock and Warrants to Purchase 2,250,000 Shares of Common Stock NEURALSTEM, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2017 • 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 Canaccord Genuity Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) (i) an aggregate of 3,000,000 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 2,250,000 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 0.75 of a share of Common Stock. The Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are
