Exhibit 10.5





Exhibit 10.5




SECOND AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT




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”).



WHEREAS, the Company and all of the Amending Investors except Palisade are parties to that
certain Registration Rights Agreement, dated as of November 19, 2007, as amended on April 28, 2008
(the “Registration Agreement”), which provides for certain registration rights relating to the
Registrable Securities held by each of such Amending Investors, as more fully specified in the
Registration Agreement;



WHEREAS, the Company is issuing to each of GE, Corriente and Palisade, on the date hereof,
secured senior promissory notes in the aggregate principal amount of $7,000,000 and warrants (the
“Bridge Warrants”) to purchase an aggregate of 2,430,555 shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), pursuant to the terms and conditions of that certain
Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of even date herewith, by
and among the Company, GE, Corriente and Palisade;



WHEREAS, the Company and the Amending Investors desire that (i) Palisade become a party to the
Registration Agreement and (ii) each of GE, Corriente and Palisade are granted registration rights
with respect to the shares of Common Stock issuable upon exercise of the Bridge Warrants; and



WHEREAS, the consummation of the transactions set forth in the Purchase Agreement is
conditioned upon the execution, delivery and effectiveness of this Second Amendment.




NOW, THEREFORE, the Company and the parties signatory hereto agree as follows:



1. Unless otherwise specifically provided herein, all terms used and capitalized in this
Second Amendment, but which are not defined herein, shall be deemed to have the respective meanings
set forth in the Registration Agreement.



2. By its execution and delivery of this Second Amendment, Palisade shall become an “Investor”
under the Registration Agreement and shall have all of the rights, privileges and benefits of, and
shall be subject to all obligations, restrictions and conditions of, an “Investor” thereunder.



3. Section 2(a)(ii) of the Registration Agreement is hereby amended by deleting the phrase
“pursuant to paragraph (k) of Rule 144” in the second sentence thereof and inserting in its place
the following:




“...without resale conditions pursuant to Rule 144...”


 


 









 





4. Section 2(h) of the Registration Agreement is hereby amended by deleting the phrase
“pursuant to Rule 144(k)” and inserting in its place the following:




“...without resale conditions pursuant to Rule 144...”



5. Section 2(a)(vii)(y) of the Registration Agreement is hereby amended by inserting the
following phrase after the phrase “plus (3) the Total Purchase Price (as defined in the New Series
D Agreement) paid by such holder”:



“...plus (4) the total principal amount then outstanding on the promissory notes issued to such
holder by the Company in connection with the transactions described in the Note and Warrant
Purchase Agreement dated as of December 6, 2010...”



6. Section 9 of the Registration Agreement is hereby amended by deleting the word “NASD” and
inserting in its place the following:




“...Financial Industry Regulatory Authority...”



7. Section 9 of the Registration Agreement is hereby amended by deleting the word “Purchased”
in the last line thereof.



8. Exhibit A to the Registration Agreement is hereby amended by adding Palisade as an Investor
thereunder and including the following information for Palisade at the end of Exhibit A:




“Palisade Concentrated Equity Partnership II, L.P.

c/o Palisade Capital Management, L.L.C.

One Bridge Plaza

Suite No. 695

Fort Lee, New Jersey 07024

Tel: (201) 585-5433

Fax: (201) 585-7552

Taxpayer ID No.: 86-1103899

Attn: Bradley R. Goldman, General Counsel & Chief Compliance Officer”



9. This Second Amendment will become effective upon the execution hereof by the Company,
Palisade, and at least fifty percent (50%) in interest of the Investors and will be binding on each
party to the Registration Agreement. Except as amended hereby, the Registration Agreement, and all
of the terms and provisions thereof, shall remain in full force and effect. After the effective
date of this Second Amendment, any reference to the Registration Agreement shall mean the
Registration Agreement as modified hereby.



10. This Second Amendment may be executed in one or more counterparts, each of which shall
constitute an original. This Second Amendment, to the extent signed and delivered by means of a
facsimile machine or other electronic transmission, shall be treated in all manner and respects and
for all purposes as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person.



11. This Second Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without regard to the choice of law principles thereof.



[Signature page follows.]



 


2









 





IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
as of the day and year first above written.



NEUROLOGIX, INC.




	 	 	 	 	 
	By:
	 	/s/ Clark A. Johnson	 	 
	 

	 	 

Name: Clark A. Johnson
	 	 
	 

	 	Title:   President and Chief Executive Officer	 	 
	 
	 	 	 	 
	By:
	 	/s/ Marc L. Panoff	 	 
	 

	 	 	 	 
	 

	 	Name: Marc L. Panoff	 	 
	 

	 	Title:   Chief Financial Officer, Treasurer and Secretary	 	 
	 
	 	 	 	 
	GENERAL ELECTRIC PENSION TRUST	 	 
	 
	 	 	 	 
	By:

	 	GE Asset Management Incorporated,

its Investment Manager	 	 
	 
	 	 	 	 
	By:
	 	/s/ B.C. Sophia Tsai	 	 
	 

	 	 	 	 
	 

	 	Name: B.C. Sophia Tsai	 	 
	 

	 	Title:   Vice President and Managing Director	 	 
	 
	 	 	 	 
	CORRIENTE MASTER FUND, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Corriente Capital Management, L.P.,
its Managing General Partner	 	 
	 
	 	 	 	 
	By:

	 	Corriente Advisors, LLC,

its General Partner	 	 
	 
	 	 	 	 
	By:
	 	/s/ James Haddaway	 	 
	 

	 	 	 	 
	 

	 	Name: James Haddaway	 	 
	 

	 	Title:   President	 	 
	 
	 	 	 	 
	PALISADE CONCENTRATED EQUITY PARTNERSHIP II, L.P.
	 
	 	 	 	 
	By:

	 	Palisade Concentrated Holdings II, LLC,

its General Partner	 	 
	 
	 	 	 	 
	By:
	 	/s/ Jeffrey D. Serkes	 	 
	 

	 	 	 	 
	 

	 	Name: Jeffrey D. Serkes	 	 
	 

	 	Title:   Authorized Person	 	 






 












 





	 	 	 	 	 
	EXISTING INVESTORS:	 	 
	 
	CHRYSLER GROUP LLC MASTER RETIREMENT TRUST	 	 
	By:

	 	State Street Bank and Trust Company,
as Trustee of the Chrysler Group LLC Master Retirement Trust	 	 
	 
	 	 	 	 
	By:
	 	/s/ Steve Sovany	 	 
	 

	 	 	 	 
	 

	 	Name: Steve Sovany	 	 
	 

	 	Title:   Vice President	 	 
	 
	 	 	 	 
	PROMED PARTNERS, LP


	 
	 	 	 	 
	By:
	 	/s/ David Musket	 	 
	 

	 	 	 	 
	 

	 	Name: David Musket	 	 
	 

	 	Title:   GP