Neurologix, Inc. One Bridge Plaza Fort Lee, NJ 07024Stock and Warrant Subscription Agreement • December 6th, 2010 • Neurologix Inc/De • Pharmaceutical preparations
Reference is made to (i) the Stock and Warrant Subscription Agreement, dated as of May 10, 2006, by and among Neurologix, Inc. (the “Company”), General Electric Pension Trust (“GE”), DaimlerChrysler Corporation Master Retirement Trust, n/k/a Chrysler Group LLC Master Retirement Trust (“Chrysler”), certain funds managed by ProMed Asset Management LLC, Paul Scharfer, and David Musket (“Musket”), as amended by letter agreement dated November 8, 2007 (such Stock and Warrant Subscription Agreement, as amended, is hereafter referred to as the “Series C Subscription Agreement”), (ii) the Stock and Warrant Subscription Agreement, dated as of November 19, 2007, by and among the Company, GE and Corriente Master Fund, L.P. (the “Series D Subscription Agreement”), and (iii) the Stock and Warrant Subscription Agreement, dated as of April 28, 2008, by and among the Company, GE and Corriente Master Fund, L.P. (the “Corriente Subscription Agreement”). Capitalized terms used but not defined herein shal
SECURITY AGREEMENTSecurity Agreement • December 6th, 2010 • Neurologix Inc/De • Pharmaceutical preparations • New York
This Security Agreement dated as of December 6, 2010 (the “Agreement”) by and among Neurologix, Inc., a Delaware corporation (the “Borrower”), with its primary place of business at One Bridge Plaza, Fort Lee, New Jersey 07024, and the parties listed on Schedule A hereto, which parties are also parties to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated December 6, 2010, and holders of “Notes” issued thereunder (collectively, the “Secured Parties”):
NEUROLOGIX, INC. NOTE AND WARRANT PURCHASE AGREEMENT DECEMBER 6, 2010Note and Warrant Purchase Agreement • December 6th, 2010 • Neurologix Inc/De • Pharmaceutical preparations • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of December 6, 2010, by and among Neurologix, Inc. a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR...Warrant Agreement • December 6th, 2010 • Neurologix Inc/De • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, [ ] or its registered assigns (the “Holder”), from and after the date hereof, and subject to the terms and conditions herein set forth, is entitled to purchase from Neurologix, Inc., a Delaware corporation (the “Company”), at any time before 5:00 p.m. New York City time on December [____], 2017 (the “Termination Date”), [ ] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price per share equal to the Warrant Price (as defined below) upon exercise of this Warrant pursuant to Section 5 hereof. The number of Warrant Shares is subject to adjustment under Section 2.
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2010 • Neurologix Inc/De • Pharmaceutical preparations • New York
Second Amendment (this “Second Amendment”), dated as of December 6, 2010, by and among Neurologix, Inc., a Delaware corporation (the “Company”), General Electric Pension Trust (“GE”), Corriente Master Fund, L.P. (“Corriente”), Palisade Concentrated Equity Partnership II, L.P. (“Palisade”) and those additional entities executing the signature page hereto as “Existing Investors” (GE, Corriente, Palisade and such Existing Investors are hereafter referred to collectively as the “Amending Investors”).
