Stock and Warrant Sample Contracts

STOCK AND WARRANT SUBSCRIPTION AGREEMENT
Stock and Warrant • 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”).

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STOCK AND WARRANT SUBSCRIPTION AGREEMENT
Stock 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”).

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