Neurologix Letterhead]Stock and Warrant Subscription Agreement • November 21st, 2007 • Neurologix Inc/De • Pharmaceutical preparations
ContractWarrant Agreement • November 21st, 2007 • Neurologix Inc/De • Pharmaceutical preparations • New York
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 HYPOTHECATED UNLESS AND UNTIL (I) REGISTERED UNDER THE ACT OR, (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES HAS BEEN RENDERED.
STOCK AND WARRANT SUBSCRIPTION AGREEMENTStock and Warrant Subscription Agreement • November 21st, 2007 • Neurologix Inc/De • Pharmaceutical preparations • New York
THIS STOCK AND WARRANT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of November 19, 2007 by and between Neurologix, Inc., a Delaware corporation (the “Company”), and the investors set forth on Exhibit A hereto (individually, an “Investor” and collectively, the “Investors”) and, solely with respect to Sections 3.2 and 3.3, (i) Martin J. Kaplitt, M. D. and (ii) Palisade Private Holdings LLC (“Palisade”) ((i) – (ii) together, the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2007 • Neurologix Inc/De • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 19, 2007 by and among Neurologix, Inc., a Delaware corporation (the “Company”), General Electric Pension Trust (“GE”), DaimlerChrysler Corporation Master Retirement Trust (“DaimlerChrysler”), certain funds managed by ProMed Asset Management LLC (collectively, “ProMed”) and Corriente Master Fund, L.P. (“Corriente” and together with GE, DaimlerChrysler and ProMed, the “Investors”). Capitalized terms used herein, but not otherwise defined, shall have the meanings set forth in the Series D Subscription Agreement (as defined below).
