INCENTIVE
STOCK OPTION AGREEMENT

    


    INVIVO
THERAPEUTICS CORPORATION

    


    AGREEMENT
made as of the ___ day of __________, between InVivo Therapeutics Corporation
(the “Company”), a Delaware corporation having a principal place of business at
7 Fort Washington Place, Cambridge, MA 02139, and ________________
of___________, an employee of the Company (the “Employee”).

    


    WHEREAS,
the Company desires to grant to the Employee an Option to purchase shares of its
common stock, $0.001 par value per share (the “Shares”), under and for the
purposes set forth in the Company’s 2007 Employee, Director and Consultant Stock
Plan (the “Plan”);

    


    WHEREAS,
the Company and the Employee understand and agree that any terms used and not
defined herein have the same meanings as in the Plan; and

    


    WHEREAS,
the Company and the Employee each intend that the Option granted herein qualify
as an ISO.

    


    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as
follows:

    


    1.           GRANT OF
OPTION.

    


    The
Company hereby grants to the Employee the right and option to purchase all or
any part of an aggregate of _______ Shares, on the
terms and conditions and subject to all the limitations set forth herein, under
United States securities and tax laws, and in the Plan, which is incorporated
herein by reference.  The Employee acknowledges receipt of a copy of
the Plan.

    


    2.           PURCHASE
PRICE.

    


    The
purchase price of the Shares covered by the Option shall be ______ per Share,
subject to adjustment, as provided in the Plan, in the event of a stock split,
reverse stock split or other events affecting the holders of Shares after the
date hereof (the “Purchase Price”).  Payment shall be made in
accordance with Paragraph 8 of the Plan.

    


    3.           EXERCISABILITY OF
OPTION.

    


    Subject
to the terms and conditions set forth in this Agreement and the Plan, the Option
granted hereby shall become exercisable over 4 years as follows: 25% of the
Shares shall vest on the first anniversary of the date of this Agreement and
then the remaining shares shall vest in equal monthly installments over the next
36 months.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    The
foregoing rights are cumulative and are subject to the other terms and
conditions of this Agreement and the Plan.

    


     Notwithstanding the foregoing, in
the event of a Change of Control (as defined below), the Shares which would have
vested in each vesting installment remaining under this Option will be vested
for purposes of Section 23(B) of the Plan unless this Option has otherwise
expired or been terminated pursuant to its terms or the terms of the
Plan.

    


    Change of Control
means the occurrence of any of the following events:

    


    
      	
               
      

            	
              (i)

            	
              Ownership.  Any
      “Person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended) becomes the “Beneficial
      Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
      of securities of the Company representing 50% or more of the total voting
      power represented by the Company’s then outstanding voting securities
      (excluding for this purpose the Company or its Affiliates or any employee
      benefit plan of the Company) pursuant to a transaction or a series of
      related transactions which the Board of Directors does not approve;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Merger/Sale
      of Assets.  A merger or consolidation of the Company whether or
      not approved by the Board of Directors, other than a merger or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity or the parent of such corporation) at least 50% of the
      total voting power represented by the voting securities of the Company or
      such surviving entity or parent of such corporation outstanding
      immediately after such merger or consolidation, or the stockholders of the
      Company approve an agreement for the sale or disposition by the Company of
      all or substantially all of the Company’s assets;
  or

            


    

    


    
      	
               
      

            	
              4.

            	
              TERM OF
      OPTION.

            


    

    


    The
Option shall terminate ten years from the date of this Agreement, but shall be
subject to earlier termination as provided herein or in the Plan.

    


    If the
Employee ceases to be an employee of the Company or of an Affiliate (for any
reason other than the death or Disability of the Employee or termination of the
Employee’s employment for “cause” (as defined in the Plan)), the Option may be
exercised, if it has not previously terminated, within three months after the
date the Employee ceases to be an employee of the Company or an Affiliate, or
within the originally prescribed term of the Option, whichever is earlier, but
may not be exercised thereafter.  In such event, the Option shall be
exercisable only to the extent that the Option has become exercisable and is in
effect at the date of such cessation of employment.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Notwithstanding
the foregoing, in the event of the Employee’s Disability or death within three
months after the termination of employment, the Employee or the Employee’s
Survivors may exercise the Option within one year after the date of the
Employee’s termination of employment, but in no event after the date of
expiration of the term of the Option.

    


    In the
event the Employee’s employment is terminated by the Employee’s employer for
“cause” (as defined in the Plan), the Employee’s right to exercise any
unexercised portion of this Option shall cease immediately as of the time the
Employee is notified his or her employment is terminated for “cause,” and this
Option shall thereupon terminate.  Notwithstanding anything herein to
the contrary, if subsequent to the Employee’s termination as an employee, but
prior to the exercise of the Option, the Board of Directors of the Company
determines that, either prior or subsequent to the Employee’s termination, the
Employee engaged in conduct which would constitute “cause,” then the Employee
shall immediately cease to have any right to exercise the Option and this Option
shall thereupon terminate.

    


    In the
event of the Disability of the Employee, as determined in accordance with the
Plan, the Option shall be exercisable within one year after the Employee’s
termination of employment or, if earlier, within the term originally prescribed
by the Option.  In such event, the Option shall be
exercisable:

    


    
      	
               
      

            	
              (a)

            	
              to
      the extent that the Option has become exercisable but has not been
      exercised as of the date of Disability;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              in
      the event rights to exercise the Option accrue periodically, to the extent
      of a pro rata portion through the date of Disability of any additional
      vesting rights that would have accrued on the next vesting date had the
      Employee not become Disabled.  The proration shall be based upon
      the number of days accrued in the current vesting period prior to the date
      of Disability.

            


    

    


    In the
event of the death of the Employee while an employee of the Company or of an
Affiliate, the Option shall be exercisable by the Employee’s Survivors within
one year after the date of death of the Employee or, if earlier, within the
originally prescribed term of the Option.  In such event, the Option
shall be exercisable:

    


    
      	
               
      

            	
              (x)

            	
              to
      the extent that the Option has become exercisable but has not been
      exercised as of the date of death;
and

            


    

    


    
      	
               
      

            	
              (y)

            	
              in
      the event rights to exercise the Option accrue periodically, to the extent
      of a pro rata portion through the date of death of any additional vesting
      rights that would have accrued on the next vesting date had the Employee
      not died.  The proration shall be based upon the number of days
      accrued in the current vesting period prior to the Employee’s date of
      death.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              METHOD OF EXERCISING
      OPTION.

            


    

    


    Subject
to the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company or its designee, in substantially the form of
Exhibit A
attached hereto.  Such notice shall state the number of Shares with
respect to which the Option is being exercised and shall be signed by the person
exercising the Option.  Payment of the purchase price for such Shares
shall be made in accordance with Paragraph 8 of the Plan.  The Company
shall deliver a certificate or certificates representing such Shares as soon as
practicable after the notice shall be received, provided, however, that the
Company may delay issuance of such Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any applicable
law (including, without limitation, state securities or “blue sky”
laws).  The certificate or certificates for the Shares as to which the
Option shall have been so exercised shall be registered in the Company’s share
register in the name of the person so exercising the Option (or, if the Option
shall be exercised by the Employee and if the Employee shall so request in the
notice exercising the Option, shall be registered in the name of the Employee
and another person jointly, with right of survivorship) and shall be delivered
as provided above to or upon the written order of the person exercising the
Option.  In the event the Option shall be exercised, pursuant to
Section 4 hereof, by any person other than the Employee, such notice shall be
accompanied by appropriate proof of the right of such person to exercise the
Option.  All Shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.

    


    
      	
               
      

            	
              6.

            	
              PARTIAL
      EXERCISE.

            


    

    


    Exercise
of this Option to the extent above stated may be made in part at any time and
from time to time within the above limits, except that no fractional share shall
be issued pursuant to this Option.

    


    
      	
               
      

            	
              7.

            	
              NON-ASSIGNABILITY.

            


    

    


    The
Option shall not be transferable by the Employee otherwise than by will or by
the laws of descent and distribution.  The Option shall be
exercisable, during the Employee’s lifetime, only by the Employee (or, in the
event of legal incapacity or incompetency, by the Employee’s guardian or
representative) and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process.  Any attempted transfer,
assignment, pledge, hypothecation or other disposition of the Option or of any
rights granted hereunder contrary to the provisions of this Section 7, or the
levy of any attachment or similar process upon the Option shall be null and
void.

    


    
      	
               
      

            	
              8.

            	
              NO RIGHTS AS
      STOCKHOLDER UNTIL EXERCISE.

            


    

    


    The
Employee shall have no rights as a stockholder with respect to Shares subject to
this Agreement until registration of the Shares in the Company’s share register
in the name of the Employee.  Except as is expressly provided in the
Plan with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to the date of such registration.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.

            	
              ADJUSTMENTS.

            


    

    


    The Plan
contains provisions covering the treatment of Options in a number of
contingencies such as stock splits and mergers.  Provisions in the
Plan for adjustment with respect to stock subject to Options and the related
provisions with respect to successors to the business of the Company are hereby
made applicable hereunder and are incorporated herein by reference.

    


    
      	
               
      

            	
              10.

            	
              TAXES.

            


    

    


    The
Employee acknowledges that any income or other taxes due from him or her with
respect to this Option or the Shares issuable pursuant to this Option shall be
the Employee’s responsibility.

    


    In the
event of a Disqualifying Disposition (as defined in Section 15 below) or if the
Option is converted into a Non-Qualified Option and such Non-Qualified Option is
exercised, the Company may withhold from the Employee’s remuneration, if any,
the minimum statutory amount of federal, state and local withholding taxes
attributable to such amount that is considered compensation includable in such
person’s gross income.  At the Company’s discretion, the amount
required to be withheld may be withheld in cash from such remuneration, or in
kind from the Shares otherwise deliverable to the Employee on exercise of the
Option.  The Employee further agrees that, if the Company does not
withhold an amount from the Employee’s remuneration sufficient to satisfy the
Company’s income tax withholding obligation, the Employee will reimburse the
Company on demand, in cash, for the amount under-withheld.

    


    
      	
               
      

            	
              11.

            	
              PURCHASE FOR
      INVESTMENT.

            


    

    


    Unless
the offering and sale of the Shares to be issued upon the particular exercise of
the Option shall have been effectively registered under the Securities Act of
1933, as now in force or hereafter amended (the “1933 Act”), the Company shall
be under no obligation to issue the Shares covered by such exercise unless and
until the following conditions have been fulfilled:

    


    
      	
               
      

            	
              (a)

            	
              The
      person(s) who exercise the Option shall warrant to the Company, at the
      time of such exercise, that such person(s) are acquiring such Shares for
      their own respective accounts, for investment, and not with a view to, or
      for sale in connection with, the distribution of any such Shares, in which
      event the person(s) acquiring such Shares shall be bound by the provisions
      of the following legend which shall be endorsed upon the certificate(s)
      evidencing the Shares issued pursuant to such
  exercise:

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such shares shall
be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption
from registration under such Act is then available, and (2) there shall have
been compliance with all applicable state securities laws;” and

    


    
      	
               
      

            	
              (b)

            	
              If
      the Company so requires, the Company shall have received an opinion of its
      counsel that the Shares may be issued upon such particular exercise in
      compliance with the 1933 Act without registration
      thereunder.  Without limiting the generality of the foregoing,
      the Company may delay issuance of the Shares until completion of any
      action or obtaining of any consent, which the Company deems necessary
      under any applicable law (including without limitation state securities or
      “blue sky” laws).

            


    

    


    
      	
               
      

            	
              12.

            	
              RESTRICTIONS ON
      TRANSFER OF SHARES.

            


    

    


    12.1        The
Shares acquired by the Employee pursuant to the exercise of the Option granted
hereby shall not be transferred by the Employee except as permitted
herein.

    


    12.2        In
the event of the Employee’s termination of employment for any reason, the
Company shall have the option, but not the obligation, to repurchase all or any
part of the Shares issued pursuant to this Agreement (including, without
limitation, Shares purchased after termination of employment, Disability or
death in accordance with Section 4 hereof).  In the event the Company
does not, upon the termination of employment of the Employee (as described
above), exercise its option pursuant to this Section 12.2, the restrictions set
forth in the balance of this Agreement shall not thereby lapse, and the Employee
for himself or herself, his or her heirs, legatees, executors, administrators
and other successors in interest, agrees that the Shares shall remain subject to
such restrictions.  The following provisions shall apply to a
repurchase under this Section 12.2:

    


    
      	
               
      

            	
              (i)

            	
              The
      per share repurchase price of the Shares to be sold to the Company upon
      exercise of its option under this Section 12.2 shall be equal to the Fair
      Market Value of each such Share determined in accordance with the Plan as
      of the date of termination of employment provided, however, in the event
      of a termination by the Company for “cause” (as defined in the Plan), the
      per share repurchase price of the Shares to be sold to the Company upon
      exercise of its option under this Section 12.2 shall be equal to the
      $.01.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Company’s option to repurchase the Employee’s Shares in the event of
      termination of employment shall be valid for a period of 18 months
      commencing with the date of such termination of
  employment.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              In
      the event the Company shall be entitled to and shall elect to exercise its
      option to repurchase the Employee’s Shares under this Section 12.2, the
      Company shall notify the Employee, or in case of death, his or her
      Survivor, in writing of its intent to repurchase the
      Shares.  Such written notice may be mailed by the Company up to
      and including the last day of the time period provided for in Section
      12.2(ii) for exercise of the Company’s option to
    repurchase.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              The
      written notice to the Employee shall specify the address at, and the time
      and date on, which payment of the repurchase price is to be made (the
      “Closing”).  The date specified shall not be less than ten days
      nor more than 60 days from the date of the mailing of the notice, and the
      Employee or his or her  successor in interest with respect to
      the Shares shall have no further rights as the owner thereof from and
      after the date specified in the notice.  At the Closing, the
      repurchase price shall be delivered to the Employee or his or her
      successor in interest and the Shares being purchased, duly endorsed for
      transfer, shall, to the extent that they are not then in the possession of
      the Company, be delivered to the Company by the Employee or his or her
      successor in interest.

            


    

    


    12.3        It
shall be a condition precedent to the validity of any sale or other transfer of
any Shares by the Employee that the following restrictions be complied with
(except as hereinafter otherwise provided):

    


    
      	
               
      

            	
              (i)

            	
              No
      Shares owned by the Employee may be sold, pledged or otherwise transferred
      (including by gift or devise) to any person or entity, voluntarily, or by
      operation of law, except in accordance with the terms and conditions
      hereinafter set forth.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Before
      selling or otherwise transferring all or part of the Shares, the Employee
      shall give written notice of such intention to the Company, which notice
      shall include the name of the proposed transferee, the proposed purchase
      price per share, the terms of payment of such purchase price and all other
      matters relating to such sale or transfer and shall be accompanied by a
      copy of the binding written agreement of the proposed transferee to
      purchase the Shares of the Employee.  Such notice shall
      constitute a binding offer by the Employee to sell to the Company such
      number of the Shares then held by the Employee as are proposed to be sold
      in the notice at the monetary price per share designated in such notice,
      payable on the terms offered to the Employee by the proposed transferee
      (provided, however, that the Company shall not be required to meet any
      non-monetary terms of the proposed transfer, including, without
      limitation, delivery of other securities in exchange for the Shares
      proposed to be sold).  The Company shall give written notice to
      the Employee as to whether such offer has been accepted in whole by the
      Company within 60 days after its receipt of written notice from the
      Employee.  The Company may only accept such offer in whole and
      may not accept such offer in part.  Such acceptance notice shall
      fix a time, location and date for the closing on such purchase (“Closing
      Date”) which shall not be less than ten nor more than 60 days after the
      giving of the acceptance notice, provided, however, if any of the Shares
      to be sold pursuant to this Section 12.3 have been held by the Employee
      for less than six months, then the Closing Date may be extended by the
      Company until no more than ten days after such Shares have been held by
      the Employee for six months if required under applicable accounting rules
      in effect at the time.  The place for such closing shall be at
      the Company’s principal office.  At such closing, the Employee
      shall accept payment as set forth herein and shall deliver to the Company
      in exchange therefor certificates for the number of Shares stated in the
      notice accompanied by duly executed instruments of
    transfer.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              If
      the Company shall fail to accept any such offer, the Employee shall be
      free to sell all, but not less than all, of the Shares set forth in his or
      her notice to the designated transferee at the price and terms designated
      in the Employee’s notice, provided that (i) such sale is consummated
      within six months after the giving of notice by the Employee to the
      Company as aforesaid, and (ii) the transferee first agrees in writing to
      be bound by the provisions of this Section 12 so that such transferee (and
      all subsequent transferees) shall thereafter only be permitted to sell or
      transfer the Shares in accordance with the terms hereof.  After
      the expiration of such six months, the provisions of this Section 12.3
      shall again apply with respect to any proposed voluntary transfer of the
      Employee’s Shares.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      provisions of this Section 12.3 may be waived by the
      Company.  Any such waiver may be unconditional or based upon
      such conditions as the Company may
impose.

            


    

    


    12.4        In
the event that the Employee or his or her successor in interest fails to deliver
the Shares to be repurchased by the Company under this Agreement, the Company
may elect (a) to establish a segregated account in the amount of the
repurchase price, such account to be turned over to the Employee or his or her
successor in interest upon delivery of such Shares, and (b) immediately to
take such action as is appropriate to transfer record title of such Shares from
the Employee to the Company and to treat the Employee and such Shares in all
respects as if delivery of such Shares had been made as required by this
Agreement.  The Employee hereby irrevocably grants the Company a power
of attorney which shall be coupled with an interest for the purpose of
effectuating the preceding sentence.

    


    12.5        If
the Company shall pay a stock dividend or declare a stock split on or with
respect to any of its Common Stock, or otherwise distribute securities of the
Company to the holders of its Common Stock, the number of shares of stock or
other securities of Company issued with respect to the shares then subject to
the restrictions contained in this Agreement shall be added to the Shares
subject to the Company’s rights to repurchase pursuant to this
Agreement.  If the Company shall distribute to its stockholders shares
of stock of another corporation, the shares of stock of such other corporation,
distributed with respect to the Shares then subject to the restrictions
contained in this Agreement, shall be added to the Shares subject to the
Company’s rights to repurchase pursuant to this Agreement.

    


    12.6        If
the outstanding shares of Common Stock of the Company shall be subdivided into a
greater number of shares or combined into a smaller number of shares, or in the
event of a reclassification of the outstanding shares of Common Stock of the
Company, or if the Company shall be a party to a merger, consolidation or
capital reorganization, there shall be substituted for the Shares then subject
to the restrictions contained in this Agreement such amount and kind of
securities as are issued in such subdivision, combination, reclassification,
merger, consolidation or capital reorganization in respect of the Shares subject
immediately prior thereto to the Company’s rights to repurchase pursuant to this
Agreement.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    12.7        The
Company shall not be required to transfer any Shares on its books which shall
have been sold, assigned or otherwise transferred in violation of this
Agreement, or to treat as owner of such Shares, or to accord the right to vote
as such owner or to pay dividends to, any person or organization to which any
such Shares shall have been so sold, assigned or otherwise transferred, in
violation of this Agreement.

    


    12.8        The
provisions of Sections 12.1, 12.2 and 12.3 shall terminate upon the consummation
of a public offering of any of the Company’s securities pursuant to a
registration statement filed with the Securities and Exchange Commission
pursuant to the 1933 Act, in which offering the aggregate gross proceeds to the
Company exceed $10,000,000 and in which the price per share of such securities
equals or exceeds $5.00 (such price subject to equitable adjustment in the event
of any stock split, stock dividend, combination, reorganization,
reclassification or other similar event).

    


    12.9        The
Employee agrees that in the event the Company proposes to offer for sale to the
public any of its equity securities and such Employee is requested by the
Company and any underwriter engaged by the Company in connection with such
offering to sign an agreement restricting the sale or other transfer of Shares,
then it will promptly sign such agreement and will not transfer, whether in
privately negotiated transactions or to the public in open market transactions
or otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 180 days following the closing of the offering, plus such additional
period of time as may be required to comply with Marketplace Rule 2711 of the
National Association of Securities Dealers, Inc. or similar rules thereto (such
period, the “Lock-Up Period”).  Such agreement shall be in writing and
in form and substance reasonably satisfactory to the Company and such
underwriter and pursuant to customary and prevailing terms and
conditions.  Notwithstanding whether the Employee has signed such an
agreement, the Company may impose stop-transfer instructions with respect to the
Shares or other securities of the Company subject to the foregoing restrictions
until the end of the Lock-Up Period.

    


    12.10       The
Employee acknowledges and agrees that neither the Company, its shareholders nor
its directors and officers, has any duty or obligation to disclose to the
Employee any material information regarding the business of the Company or
affecting the value of the Shares before, at the time of, or following a
termination of the employment of the Employee by the Company, including, without
limitation, any information concerning plans for the Company to make a public
offering of its securities or to be acquired by or merged with or into another
firm or entity.

    


    12.11       All
certificates representing the Shares to be issued to the Employee pursuant to
this Agreement shall have endorsed thereon a legend substantially as
follows:  “The shares represented by this certificate are subject to
restrictions set forth in an Incentive Stock Option Agreement dated _________,
2007 with this Company, a copy of which Agreement is available for inspection at
the offices of the Company or will be made available upon request.”

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              13.

            	
              NO OBLIGATION TO
      EMPLOY.

            


    

    


    The
Company is not by the Plan or this Option obligated to continue the Employee as
an employee of the Company or an Affiliate.  The Employee
acknowledges:  (i) that the Plan is discretionary in nature and may be
suspended or terminated by the Company at any time; (ii) that the grant of the
Option is a one-time benefit which does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options; (iii)
that all determinations with respect to any such future grants, including, but
not limited to, the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times when each option
shall be exercisable, will be at the sole discretion of the Company; (iv) that
the Employee’s participation in the Plan is voluntary; (v) that the value of the
Option is an extraordinary item of compensation which is outside the scope of
the Employee’s employment contract, if any; and (vi) that the Option is not part
of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.

    


    
      	
               
      

            	
              14.

            	
              OPTION IS INTENDED TO
      BE AN ISO.

            


    

    


    The
parties each intend that the Option be an ISO so that the Employee (or the
Employee’s Survivors) may qualify for the favorable tax treatment provided to
holders of Options that meet the standards of Section 422 of the
Code.  Any provision of this Agreement or the Plan which conflicts
with the Code so that this Option would not be deemed an ISO is null and void
and any ambiguities shall be resolved so that the Option qualifies as an
ISO.  Nonetheless, if the Option is determined not to be an ISO, the
Employee understands that neither the Company nor any Affiliate is responsible
to compensate him or her or otherwise make up for the treatment of the Option as
a Non-qualified Option and not as an ISO.  The Employee should consult
with the Employee’s own tax advisors regarding the tax effects of the Option and
the requirements necessary to obtain favorable tax treatment under Section 422
of the Code, including, but not limited to, holding period
requirements.

    


    
      	
               
      

            	
              15.

            	
              NOTICE TO COMPANY OF
      DISQUALIFYING DISPOSITION.

            


    

    


    The
Employee agrees to notify the Company in writing immediately after the Employee
makes a Disqualifying Disposition of any of the Shares acquired pursuant to the
exercise of the Option.  A Disqualifying Disposition is defined in
Section 424(c) of the Code and includes any disposition (including any sale) of
such Shares before the later of (a) two years after the date the Employee was
granted the Option or (b) one year after the date the Employee acquired Shares
by exercising the Option, except as otherwise provided in Section 424(c) of the
Code.  If the Employee has died before the Shares are sold, these
holding period requirements do not apply and no Disqualifying Disposition can
occur thereafter.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              16.

            	
              NOTICES.

            


    

    


    Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified mail,
return receipt requested, addressed as follows:

    


    If to the
Company:

    
      
        	
                InVivo Therapeutics
    Corporation

              
	
                7 Fort Washington Place

              
	
                Cambridge, MA 02139

              
	
                Attn:
President

              


      

    

    


    If to the
Employee:

    
      
        
          
            
              	
                       

                    
	
                       

                    
	
                       

                    


            

          

        

      

    

     

    or to
such other address or addresses of which notice in the same manner has
previously been given.  Any such notice shall be deemed to have been
given upon the earlier of receipt, one business day following delivery to a
recognized courier service or three business days following mailing by
registered or certified mail.

    


    
      	
               
      

            	
              17.

            	
              GOVERNING
      LAW.

            


    

    


    This
Agreement shall be construed and enforced in accordance with the law of the
State of Delaware,
without giving effect to the conflict of law principles thereof. For the purpose
of litigating any dispute that arises under this Agreement, the parties hereby
consent to exclusive jurisdiction in Massachusetts and agree that such
litigation shall be conducted in the courts of Middlesex County, Massachusetts
or the federal courts of the United States for the District of
Massachusetts.

    


    
      	
               
      

            	
              18.

            	
              BENEFIT OF
      AGREEMENT.

            


    

    


    Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              19.

            	
              ENTIRE
      AGREEMENT.

            


    

    


    This
Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof.  No statement, representation,
warranty, covenant or agreement not expressly set forth in this Agreement shall
affect or be used to interpret, change or restrict, the express terms and
provisions of this Agreement, provided, however, in any event, this Agreement
shall be subject to and governed by the Plan.

    


    
      	
               
      

            	
              20.

            	
              MODIFICATIONS AND
      AMENDMENTS.

            


    

    


    The terms
and provisions of this Agreement may be modified or amended as provided in the
Plan.

    


    
      	
               
      

            	
              21.

            	
              WAIVERS AND
      CONSENTS.

            


    

    


    Except as
provided in the Plan, the terms and provisions of this Agreement may be waived,
or consent for the departure therefrom granted, only by written document
executed by the party entitled to the benefits of such terms or
provisions.  No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or provisions of
this Agreement, whether or not similar.  Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or
consent.

    


    22.           DATA
PRIVACY.

    


    By
entering into this Agreement, the Employee:  (i) authorizes the
Company and each Affiliate, and any agent of the Company or any Affiliate
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company or any of its Affiliates such information and data as the Company or
any such Affiliate shall request in order to facilitate the grant of options and
the administration of the Plan; (ii) waives any data privacy rights he or she
may have with respect to such information; and (iii) authorizes the Company and
each Affiliate to store and transmit such information in electronic
form.

    


    23.           CONSENT OF
SPOUSE.

    


    If the
Employee is married as of the date of this Agreement, the Employee’s spouse
shall execute a Consent of Spouse in the form of Exhibit B hereto,
effective as of the date hereof.  Such consent shall not be deemed to
confer or convey to the spouse any rights in the Shares that do not otherwise
exist by operation of law or the agreement of the parties.  If the
Employee marries or remarries subsequent to the date hereof, the Employee shall,
not later than 60 days thereafter, obtain his or her new spouse’s
acknowledgement of and consent to the existence and binding effect of Section
12.2 of this Agreement by such spouse’s executing and delivering a Consent of
Spouse in the form of Exhibit B.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Employee has hereunto set his or her hand, all
as of the day and year first above written.

    


    
      
        
          
            	 
      	
                    InVivo
      Therapeutics Corporation

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:
      President

                  
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                    Employee

                  


          

        

      

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Exhibit
A

    


    NOTICE OF
EXERCISE OF INCENTIVE STOCK OPTION

    


    [Form
for Unregistered Shares]

    


    To:         InVivo
Therapeutics Corporation

    


    Ladies
and Gentlemen:

    


    I hereby
exercise my Incentive Stock Option to purchase ___________ shares (the “Shares”)
of the common stock, $0.001 par value, of InVivo Therapeutics Corporation (the
“Company”), at the exercise price of $____ per share, pursuant to and subject to
the terms of that certain Incentive Stock Option Agreement between the
undersigned and the Company dated _________, 200_.

    


    I am
aware that the Shares have not been registered under the Securities Act of 1933,
as amended (the “1933 Act”), or any state securities laws.  I
understand that the reliance by the Company on exemptions under the 1933 Act is
predicated in part upon the truth and accuracy of the statements by me in this
Notice of Exercise.

    


    I hereby
represent and warrant that (1) I have been furnished with all information which
I deem necessary to evaluate the merits and risks of the purchase of the Shares;
(2) I have had the opportunity to ask questions concerning the Shares and
the Company and all questions posed have been answered to my satisfaction; (3) I
have been given the opportunity to obtain any additional information I deem
necessary to verify the accuracy of any information obtained concerning the
Shares and the Company; and (4) I have such knowledge and experience in
financial and business matters that I am able to evaluate the merits and risks
of purchasing the Shares and to make an informed investment decision relating
thereto.

    


    I hereby
represent and warrant that I am purchasing the Shares for my own personal
account for investment and not with a view to the sale or distribution of all or
any part of the Shares.

    


    I
understand that because the Shares have not been registered under the 1933 Act,
I must continue to bear the economic risk of the investment for an indefinite
time and the Shares cannot be sold unless the Shares are subsequently registered
under applicable federal and state securities laws or an exemption from such
registration requirements is available.

    


    I agree
that I will in no event sell or distribute or otherwise dispose of all or any
part of the Shares unless (1) there is an effective registration statement under
the 1933 Act and applicable state securities laws covering any such transaction
involving the Shares or (2) the Company receives an opinion of my legal counsel
(concurred in by legal counsel for the Company) stating that such transaction is
exempt from registration or the Company otherwise satisfies itself that such
transaction is exempt from registration.

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    I consent
to the placing of a legend on my certificate for the Shares stating that the
Shares have not been registered and setting forth the restriction on transfer
contemplated hereby and to the placing of a stop transfer order on the books of
the Company and with any transfer agents against the Shares until the Shares may
be legally resold or distributed without restriction.

    


    I
understand that at the present time Rule 144 of the Securities and Exchange
Commission (the “SEC”) may not be relied on for the resale or distribution of
the Shares by me.  I understand that the Company has no obligation to
me to register the sale of the Shares with the SEC and has not represented to me
that it will register the sale of the Shares.

    


    I
understand the terms and restrictions on the right to dispose of the Shares set
forth in the 2007 Employee, Director and Consultant Stock Plan and the Incentive
Stock Option Agreement, both of which I have carefully reviewed.  I
consent to the placing of a legend on my certificate for the Shares referring to
such restriction and the placing of stop transfer orders until the Shares may be
transferred in accordance with the terms of such restrictions.

    


    I have
considered the Federal, state and local income tax implications of the exercise
of my Option and the purchase and subsequent sale of the Shares.

    


    I am
paying the option exercise price for the Shares as follows:

    
       

      
        

      

    

     

    Please
issue the stock certificate for the Shares (check one):

    


     ̈ to me;
or

    


     ̈ to me
and ________________, as joint tenants with right of survivorship

    


    and mail
the certificate to me at the following address:

     

    
      
        	
                 

              	 
      
	
                 

              	 
      
	
                 

              	 
      


      

    

    

      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      



    My
mailing address for shareholder communications, if different from the address
listed above is:

     

    
      
        
          	
                   

                	 
      
	
                   

                	 
      
	
                   

                	 
      


        

      

    

     

    
      
        
          
            
              	 
      	
                      Very
      truly yours,

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      Employee
      (signature)

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      Print
      Name

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      Date

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      Social
      Security
Number

                    


            

          

        

      

    

     

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

    


    Exhibit
B

    


    CONSENT OF
SPOUSE

    


    I,
____________________________, spouse of _____________________________,
acknowledge that I have read the Incentive Stock Option Agreement dated as of
_______________, 200__ (the “Agreement”) to which this Consent is attached as
Exhibit B and that I know its contents.  Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the
Agreement.  I am aware that by its provisions the Shares granted to my
spouse pursuant to the Agreement are subject to a right of repurchase in favor
of InVivo Therapeutics Corporation (the “Company”) and that, accordingly, the
Company has the right to repurchase up to all of the Shares of which I may
become possessed as a result of a gift from my spouse or a court decree and/or
any property settlement in any domestic litigation.

    


    I hereby
agree that my interest, if any, in the Shares subject to the Agreement shall be
irrevocably bound by the Agreement and further understand and agree that any
community property interest I may have in the Shares shall be similarly bound by
the Agreement.

    


    I agree
to the repurchase right described in Section 12.2 of the Agreement and I hereby
consent to the repurchase of the Shares by the Company and the sale of the
Shares by my spouse or my spouse’s legal representative in accordance with the
provisions of the Agreement.  Further, as part of the consideration
for the Agreement, I agree that at my death, if I have not disposed of any
interest of mine in the Shares by an outright bequest of the Shares to my
spouse, then the Company shall have the same rights against my legal
representative to exercise its rights of repurchase with respect to any interest
of mine in the Shares as it would have had pursuant to the Agreement if I had
acquired the Shares pursuant to a court decree in domestic
litigation.

    


    I
AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE
AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT.  I HAVE EITHER
SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT
CAREFULLY THAT I WILL WAIVE SUCH RIGHT.

    


    Dated as
of the _______ day of ________________, 200__.

    


    
      
        	 
      	 
      
	 
      	
                Print
      name:

              


      

    

    
      	 
      


    

     

    
      
         


      

      
        B-1