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...Neurologix Inc/De • April 30th, 2008 • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, Corriente Master Fund, L.P. 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 April 28, 2015 (the “Termination Date”), 1,077,586 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.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2008 • Neurologix Inc/De • Pharmaceutical preparations
Amendment, dated as of April 28, 2008 (this “Amendment”), by and among Neurologix, Inc., a Delaware corporation (the “Company”), General Electric Pension Trust (“GE”), Chrysler LLC Master Retirement Trust (“Chrysler”), certain funds managed by ProMed Asset Management LLC (collectively, “ProMed”) and Corriente Master Fund, L.P. (“Corriente” and together with GE, Chrysler and ProMed, collectively, the “Investors”).
STOCK AND WARRANT SUBSCRIPTION AGREEMENTStock and Warrant • April 30th, 2008 • Neurologix Inc/De • Pharmaceutical preparations • New York
THIS STOCK AND WARRANT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of April 28, 2008 by and between Neurologix, Inc., a Delaware corporation (the “Company”), Corriente Master Fund, L.P. (“Corriente”) and, solely with respect to Article V of the Agreement, General Electric Pension Trust (“GE”). Capitalized terms used herein, but not otherwise defined, shall have the meanings set forth in that certain Stock and Warrant Subscription Agreement, dated November 19, 2007, by and among the Company and the signatories thereto (the “Original Series D Agreement”).
