Exhibit 4.01




 


	SA-[*]	Series A Convertible Preferred	[*] Shares




 


 


	 	
        Neuralstem, Inc.

        A Delaware Corporation
	
         

         

         



 


 


THIS CERTIFIES THAT
[Name] is the record holder of [*] ([*]) shares of the Series A 4.5% Convertible Preferred Stock of Neuralstem,
Inc. transferable only on the register of said company, in person or by duly authorized attorney, upon surrender of this certificate
properly endorsed or assigned.


 


This certificate and
the shares represented hereby are issued and shall be held subject to all the provisions of the Bylaws, the Amended and Restated
Certificate of Incorporation and the Certificate of Designation of Preferences, Rights and Limitations of Series A 4.5% Convertible
Preferred Stock, filed on [*], 2016, with the Delaware Secretary of State, of said corporation and any amendments thereto, to all
of which the holders of this certificate, by acceptance hereof, assents. The shares represented by this certificate are subject
to the legend(s) affixed to the back of this certificate.


 


A statement of all
the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes and/or series of shares
of stock of the corporation and upon the holders thereof may be obtained by any shareholder upon request and without charge, at
the principal office of the corporation, and the corporation will furnish any shareholder, upon request and without charge, a copy
of such statement.


 


WITNESS THE SEAL of the company and the
signatures of its duly authorized officers this [*] day of [*] 2016. 


 


 


 


	Richard Daly, President, Chief Executive 

Officer and Secretary	 


 



     


     

    




FOR VALUE RECEIVED _____________________
HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO ________________ SHARES REPRESENTED BY THE WRITTEN CERTIFICATE AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT ____________________, ATTORNEY TO TRANSFER SAID SHARES ON THE REGISTER OF WITHIN NAMED COPRPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.


 


DATE:__________. __________


 


 





	IN PRESENCE OF	 	 	 	 
	 	 	(Witness)	 	(Shareholder)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Shareholder)



 


 


 


NOTICE: THE SIGNATURES ON THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATSOEVER.


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN LIMITATIONS ON CONVERSION AS SET FORTH IN THE CERTIFICATE OF
DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A 4.5% CONVERTIBLE PREFERRED STOCK, A COPY OF WHICH MAY BE INSPECTED
AT THE PRINCIPAL OFFICE OF THE CORPORATION, AND ALL OF THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN.


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE
UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.