INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual Property
Security Agreement is entered into as of March 22, 2013 by and between HERCULES TECHNOLOGY III, L.P.(“Lender”) and
NEURALSTEM, INC., a Delaware corporation (“Grantor”).


 


RECITALS


 


A.         Lender
has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”)
in the amounts and manner set forth in that certain Loan and Security Agreement by and between Lender and Grantor dated of even
date herewith (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized
terms used herein are used as defined in the Loan Agreement).


 


B.         Lender
is willing to extend and to continue to extend financial accommodations to Grantor, but only upon the condition, among others,
that Grantor shall grant to Lender a security interest in certain Copyrights, Trademarks and Patents to secure the obligations
of Grantor under the Loan Agreement.


 


C.         Pursuant
to the terms of the Loan Agreement, Grantor has granted to Lender a security interest in all of Grantor’s right, title and
interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.


 


Now, Therefore, for
good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security
for the prompt and complete payment when due of the Secured Obligations, Grantor hereby represents, warrants, covenants and agrees
as follows:


 


AGREEMENT


 


As security for the prompt, complete and
indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Grantor grants and pledges
to Lender a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property (including
without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), and including without limitation
all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits),
the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues,
divisions continuations, renewals, extensions and continuations-in-part thereof (collectively, “Intellectual Property Collateral”).


 


This security interest
is granted in conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender
with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan
Documents, and those which are now or hereafter available to Lender as a matter of law or equity. Each right, power and remedy
of Lender provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law or in
equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the
exercise by Lender of any one or more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement,
the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the
simultaneous or later exercise by any person, including Lender, of any or all other rights, powers or remedies.


 




    	 



    	 



    

 


Grantor represents
and warrants that Exhibits A, B, and C attached hereto set forth any and all intellectual property rights in connection to which
Grantor has registered or filed an application with either the United States Patent and Trademark Office or the United States Copyright
Office, as applicable. Notwithstanding the foregoing, Grantor makes no representations and warranties as to its right, title or
interest in the Intellectual Property Collateral except as specifically contained in the Loan Agreement and any of the Loan Documents.


 


In Witness Whereof,
the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.


 


	 	GRANTOR:
	 	 
	Address of Grantor:	Neuralstem, Inc.
	 	 
	9700 Great Seneca Parkway	By:	 
	Rockville, MD 20850	 	 
	 	 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	LENDER:
	 	 
	Address of Lender:	Hercules Technology III, L.P.,
	 	a Delaware limited partnership
	400 Hamilton Avenue, Suite 310	 	 
	Palo Alto, CA 94301	By:	Hercules Technology SBIC
	Attn:  Documentation Department	 	Management, LLC, its General
	 	 	Partner
	 	 	 
	 	By:	Hercules Technology Growth
	 	 	Capital, Inc., its Manager
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


Exhibit A


 


COPYRIGHTS


 


	Description	 	Registration

Number	 	
        Registration

        Date

	 	 	 	 	 


 


NONE


 




    	 



    	 



    

 


Exhibit B


 


PATENTS


 


 




    	 



    	 



    

 


 


 


Exhibit C


 


TRADEMARKS


 


	Description	 	Registration/

Application

Number	 	Registration/

Application

Date
	NONE