SERIES [M/N] COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Neuralstem, Inc. • July 24th, 2019 • Biological products, (no disgnostic substances) • New York
THIS SERIES [M/N] 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 5:00 p.m. (New York City time) on _________, [2020]1 [2024]2 (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).
SHARES of Common Stock, _______ SERIES M WARRANTS (EXERCISABLE FOR ______ SHARES), _______ SERIES N WARRANTS (EXERCISABLE FOR ______ SHARES) AND _________ SERIES O Prefunded Warrants (EXERCISABLE FOR _____ SHARES) OF NEURALSTEM, INC.Underwriting Agreement • July 24th, 2019 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Neuralstem, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Neuralstem, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES O PREFUNDED COMMON STOCK PURCHASE WARRANT NEURALSTEM, INC.Series O Prefunded • July 24th, 2019 • Neuralstem, Inc. • Biological products, (no disgnostic substances) • New York
THIS SERIES O PREFUNDED 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 until this Warrant is exercised in full (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).
