Exhibit 10.23


 





September 11, 2016


 


 


 


Neuralstem, Inc.


20271 Goldenrod Lane, 2nd floor


Germantown, MD 20876


 


 


 


Re: Neuralstem, Inc. - Subscription for
Shares of Common Stock


 


Ladies and Gentlemen:


 


The undersigned hereby acknowledges and agrees to the following:


 


1.       The undersigned
(“Investor”) hereby subscribes for sixty thousand dollars ($60,000) of Common Stock, par value $0.01 per share,
of Neuralstem, Inc., a Delaware corporation (the “Corporation”), in accordance with Schedule A attached
hereto (the “Shares”);


 


2.       The undersigned
(a) has a preexisting personal or business relationship with the Corporation or one or more of its officers or directors, or (b)
by reason of the undersigned’s business or financial experience, or by reason of the business or financial experience of
the undersigned’s financial advisor who is not affiliated with, and who is not compensated directly or indirectly by, the
Corporation or any affiliate or selling agent of the Corporation, the undersigned is capable of evaluating the risks and merits
of an investment in the Shares and or protecting the undersigned’s own interests in connection with the Shares;


 


3.       All of the Shares
so received will be taken by the undersigned for its own account as an investment and not with a view to the distribution thereof;


 


4.       It is understood
that the Corporation will issue the Shares without their registration under the Securities Act of 1933, as amended (the “Act”);
therefore, the Shares may not be resold or transferred unless they are registered under the Act or unless an exemption from registration
is available. The undersigned acknowledges that there are substantial restrictions on the transferability of the Shares and accordingly,
it may not be possible for the undersigned to liquidate an investment in the Corporation;


 






     

     

    

5.       The undersigned
hereby covenants and agrees that the undersigned will, from time to time if requested by the Corporation or its successors or assigns,
do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, to the Corporation or its


successors or assigns, such and all further acts, transfers, assignments,
deeds, powers and assurances of title, and additional papers and instruments, and cause to be done all acts or things as often
as may be proper or necessary for better conveying, transferring and assigning of all of the property hereby conveyed, transferred
or assigned, and effectively to carry out the intent hereof, and to vest in the entire right, title and interest of the undersigned
in and to all of the said property, and the undersigned will warrant and defend the same to the Corporation or its successors or
assigns, forever against all claims or demands whatsoever.


 


IN WITNESS WHEREOF, the undersigned has caused this instrument
to be duly executed and delivered as of the date first above written.


 


Very truly yours,


 


 


 


 


By:


 


 


Richard Daly


 


 


 


 


 


 


 


 


 


 






     

     

    

SCHEDULE A


 


Investor agrees to defer an aggregate of $60,000 of his salary from the Corporation
in accordance with the following schedule:


 


 


	Date of Deferral of Salary	Amount of Deferral	Price per Share
	 	 	 
	September 25, 2016	$10,000	Closing Price on September 23, 2016
	October 25, 2016	$10,000	Closing Price on October 25, 2016
	November 25, 2016	$10,000	Closing Price on November 25, 2016
	December 25, 2016	$10,000	Closing Price on December 23, 2016
	January 25, 2017	$10,000	Closing Price on January 25, 2017
	February 25, 2017	$10,000	Closing Price on February 24, 2017