Warrant
Certificate No. ___

    


    NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON
THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN
EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.

    


    
      
        	
                Effective
      Date: [   ], 2010

              	
                Void
      After: [   ],
2015

              


      

    

    


    INVIVO
THERAPEUTICS HOLDINGS CORP.

    


    WARRANT
TO PURCHASE COMMON STOCK

    


    InVivo Therapeutics Holdings
Corp., a Nevada corporation (the “Company”), for value received
on
[              ],
2010 (the “Effective
Date”), hereby issues to [          ]
(the “Holder” or
“Warrant Holder”) this
Warrant (the “Warrant”)
to purchase [        ]
shares, (each such share as from time to time adjusted as hereinafter provided
being a “Warrant Share”
and all such shares being the “Warrant Shares”) of the
Company’s Common Stock (as defined below), at the Exercise Price (as defined
below), as adjusted from time to time as provided herein, on or before
[   ], 2015 (the “Expiration Date”), all subject
to the following terms and conditions. This Warrant is one of a series of
warrants of like tenor that have been issued in connection with the Company’s
private offering solely to accredited investors of units in accordance with, and
subject to, the terms and conditions described in the Subscription Agreement,
attached to the Confidential Private Placement Memorandum of the Company dated
October 4, 2010, as the same may be amended and supplemented from time to time
(the “Subscription
Agreement” and the “Private Placement Memorandum”
respectively).

     

    As used
in this Warrant, (i) “Business
Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in the City of New York, New York, are authorized or required
by law or executive order to close; (ii) “Common Stock” means the common
stock of the Company, par value $0.00001 per share, including any securities
issued or issuable with respect thereto or into which or for which such shares
may be exchanged for, or converted into, pursuant to any stock dividend, stock
split, stock combination, recapitalization, reclassification, reorganization or
other similar event; (iii) “Exercise Price” means $1.40
per share of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day” means any day on
which the Common Stock is traded (or available for trading) on its principal
trading market; (v) “Affiliate” means any person
that, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, a person, as such terms are used
and construed in Rule 144 promulgated under the Securities Act of 1933, as
amended (the “Securities
Act”) and (vi) “Warrantholders” means the
holders of Warrants issued pursuant to the Subscription Agreement and Private
Placement Memorandum.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1.

            	
              DURATION
      AND EXERCISE OF WARRANTS

            


    

    


    (a)           Exercise
Period.  The Holder may exercise this Warrant in whole or in
part on any Business Day on or before 5:00 P.M., Eastern Time, on the Expiration
Date, at which time this Warrant shall become void and of no value.

    


    
      (b)          
Exercise
Procedures.

    

    


    (i)           While
this Warrant remains outstanding and exercisable in accordance with Section
1(a), in addition to the manner set forth in Section 1(b)(ii) below, the Holder
may exercise this Warrant in whole or in part at any time and from time to time
by:

    


    (A)           delivery
to the Company of a duly executed copy of the Notice of Exercise attached as
Exhibit A;

    


    (B)           surrender
of this Warrant to the Secretary of the Company at its principal offices or at
such other office or agency as the Company may specify in writing to the Holder;
and

    


    (C)           payment
of the then-applicable Exercise Price per share multiplied by the number of
Warrant Shares being purchased upon exercise of the Warrant (such amount, the
“Aggregate Exercise
Price”) made in the form of cash, or by certified check, bank draft or
money order payable in lawful money of the United States of America or in the
form of a Cashless Exercise to the extent permitted in Section 1(b)(ii)
below.

    


    (ii)           In
addition to the provisions of Section 1(b)(i) above, if any time after the first
anniversary of the date of the filing of the Current Report on Form 8-K
reporting the reverse merger of InVivo Therapeutics Corporation, and a wholly
owned subsidiary of the Company, a registration statement covering the
resale of the Warrant Shares by the Holder is not effective with the Securities
and Exchange Commission (the “SEC”), the Holder may, in its
sole discretion, exercise all or any part of the Warrant in a “cashless” or
“net-issue” exercise (a “Cashless Exercise”) by
delivering to the Company (1) the Notice of Exercise and (2) the original
Warrant, pursuant to which the Holder shall surrender the right to receive upon
exercise of this Warrant, a number of Warrant Shares having a value (as
determined below) equal to the Aggregate Exercise Price, in which case, the
number of Warrant Shares to be issued to the Holder upon such exercise
shall be calculated using the following formula:


    
      
         


      

      
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                    X

                  	
                    =

                  	
                    Y * (A - B)

                  
	
                     

                  	 
      	

                    A

                  


          

        

      

    

    


    with:           X
=            the
number of Warrant Shares to be issued to the Holder

    


    
      	
               
      

            	
              Y
      =

            	
              the
      number of Warrant Shares with respect to which the Warrant is being
      exercised

            


    

    


    
      	
               
      

            	
              A
      =

            	
              the
      fair value per share of Common Stock on the date of exercise of this
      Warrant

            


    

    


    
      
        	
                 
      

              	
                B =

              	
                the
      then-current Exercise Price of the
Warrant

              


      

    

    


    Solely
for the purposes of this paragraph, “fair value” per share of
Common Stock shall mean the average Closing Price (as defined below) per share
of Common Stock for the twenty (20) trading days immediately preceding the date
on which the Notice of Exercise is deemed to have been sent to the
Company.  “Closing
Price” means, for any date, the price determined by the first of the
following clauses that applies:  (a) if the Common Stock is then
listed or quoted on the New York Stock Exchange, the American Stock Exchange,
the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital
Market or any other national securities exchange, the closing price per
share of the Common Stock for such date (or the nearest preceding date) on the
primary eligible market or exchange on which the Common Stock is then listed or
quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin
Board, the closing bid price per share of the Common Stock for such date (or the
nearest preceding date) so quoted; or (c) if prices for the Common Stock are
then reported in the “Pink Sheets” published by the National Quotation Bureau
Incorporated (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent closing bid price per share of the Common
Stock so reported.  If the Common Stock is not publicly traded as set
forth above, the “fair value” per share of Common Stock shall be reasonably and
in good faith determined by the Board of Directors of the Company as of the date
which the Notice of Exercise is deemed to have been sent to the
Company.

    


    Notwithstanding
the foregoing, provided that a registration statement covering the resale of the
Warrant Shares by the Holder has (x) been declared effective by the SEC and
(y) remained effective for a period of one year, any Cashless Exercise right
hereunder shall thereupon terminate.

    


    For purposes of Rule 144 promulgated
under the Securities Act, it is intended, understood and acknowledged that the
Warrant Shares issued in a cashless exercise transaction shall be deemed to have
been acquired by the Holder, and the holding period for such shares shall be
deemed to have commenced, on the date this Warrant was originally
issued.


    
      
         


      

      
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    (iii)          Upon
the exercise of this Warrant in compliance with the provisions of this Section
1(b), and except as limited pursuant to the last paragraph of Section 1(b)(ii),
the Company shall promptly issue and cause to be delivered to the Holder a
certificate for the Warrant Shares purchased by the Holder.  Each
exercise of this Warrant shall be effective immediately prior to the close of
business on the date (the “Date
of Exercise”)
that the conditions set forth in Section 1(b) have been satisfied, as the case
may be.  On the first Business Day following the date on which the
Company has received each of the Notice of Exercise and the Aggregate Exercise
Price (or notice of a Cashless Exercise in accordance with Section 1(b)(ii))
(the “Exercise Delivery
Documents”), the Company shall transmit an acknowledgment of receipt of
the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”). On or before
the third Business Day following the date on which the Company has received all
of the Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such
aggregate number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with
DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the
Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and dispatch by overnight courier to the address as
specified in the Notice of Exercise, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder is entitled pursuant to such
exercise.  Upon delivery of the Exercise Delivery Documents, the
Holder shall be deemed for all corporate purposes to have become the holder of
record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the certificates evidencing
such Warrant Shares.

    


    (iv)          If
the Company shall fail for any reason or for no reason to issue to the Holder,
within three (3) Business Days of receipt of the Exercise Delivery Documents, a
certificate for the number of shares of Common Stock to which the Holder is
entitled and register such shares of Common Stock on the Company’s share
register or to credit the Holder’s balance account with DTC for such number of
shares of Common Stock to which the Holder is entitled upon the Holder’s
exercise of this Warrant, and if on or after such Business Day the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of shares of Common Stock
issuable upon such exercise that the Holder anticipated receiving from the
Company (a “Buy-In”), then the Company shall,
within three (3) Business Days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased (the “Buy-In Price”), at which point
the Company’s obligation to deliver such certificate (and to issue such shares
of Common Stock) shall terminate, or (ii) promptly honor its obligation to
deliver to the Holder a certificate or certificates representing such shares of
Common Stock and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) the closing bid price on the date of
exercise.

    


    (c)           Partial
Exercise.  This Warrant shall be exercisable, either in its
entirety or, from time to time, for part only of the number of Warrant Shares
referenced by this Warrant. If this Warrant is submitted in connection with any
exercise pursuant to Section 1 and the number of Warrant Shares represented by
this Warrant submitted for exercise is greater than the actual number of Warrant
Shares being acquired upon such an exercise, then the
Company shall as soon as practicable and in no event later than five (5)
Business Days after any exercise and at its own expense, issue a new Warrant of
like tenor representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant is
exercised.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (d)           Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 16.

    


    
      	
              2.

            	
              ISSUANCE
      OF WARRANT SHARES

            


    

    


    (a)           The
Company covenants that all Warrant Shares will, upon issuance in accordance with
the terms of this Warrant, be (i) duly authorized, fully paid and
non-assessable, and (ii) free from all liens, charges and security interests,
with the exception of claims arising through the acts or omissions of any Holder
and except as arising from applicable Federal and state securities
laws.

    


    (b)           The
Company shall register this Warrant upon records to be maintained by the Company
for that purpose in the name of the record holder of such Warrant from time to
time. The Company may deem and treat the registered Holder of this Warrant as
the absolute owner thereof for the purpose of any exercise thereof, any
distribution to the Holder thereof and for all other purposes.

    


    (c)           The
Company will not, by amendment of its certificate of incorporation, by-laws or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all action necessary or appropriate in order to protect the rights of
the Holder to exercise this Warrant, or against impairment of such
rights.

    


    
      	
              3.

            	
              ADJUSTMENTS
      OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT
  SHARES

            


    

    


    (a)           The
Exercise Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 3; provided, that
notwithstanding the provisions of this Section 3, the Company shall not be
required to make any adjustment if and to the extent that such adjustment would
require the Company to issue a number of shares of Common Stock in excess of its
authorized but unissued shares of Common Stock, less all amounts of Common Stock
that have been reserved for issue upon the conversion of all outstanding
securities convertible into shares of Common Stock and the exercise of all
outstanding options, warrants and other rights exercisable for shares of Common
Stock.  If the Company does not have the requisite number of
authorized but unissued shares of Common Stock to make any adjustment, the
Company shall use its commercially best efforts to obtain the necessary
stockholder consent to increase the authorized number of shares of Common Stock
to make such an adjustment pursuant to this Section 3.


    
      
         


      

      
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    (i)           Subdivision or Combination
of Stock. In case the Company shall at any time subdivide (whether by way
of stock dividend, stock split or otherwise) its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced and the number of
Warrant Shares shall be proportionately increased, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined (whether by
way of stock combination, reverse stock split or otherwise) into a smaller
number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
shall be proportionately decreased.  The Exercise Price and the
Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described in this Section
3(a)(i).

    


    (ii)           Dividends in Stock,
Property, Reclassification. If at any time, or from time to time, all of
the holders of Common Stock (or any shares of stock or other securities at the
time receivable upon the exercise of this Warrant) shall have received or become
entitled to  receive, without payment therefore:

    


    (A)           any
shares of stock or other securities that are at any time directly or indirectly
convertible into or exchangeable for Common Stock, or any rights or options to
subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution, or

    


    (B)           additional
stock or other securities or property (including cash) by way of spin-off,
split-up, reclassification, combination of shares or similar corporate
rearrangement (other than shares of Common Stock issued as a stock split or
adjustments in respect of which shall be covered by the terms of Section 3(a)(i)
above),

    


    then and
in each such case, the Exercise Price and the number of Warrant Shares to be
obtained upon exercise of this Warrant shall be adjusted proportionately, and
the Holder hereof shall, upon the exercise of this Warrant, be entitled to
receive, in addition to the number of shares of Common Stock receivable
thereupon, and without payment of any additional consideration therefor, the
amount of stock and other securities and property (including cash in the cases
referred to above) that such Holder would hold on the date of such exercise
had such Holder been the holder of record of such Common Stock as of the date on
which holders of Common Stock received or became entitled to receive such shares
or all other additional stock and other securities and property.  The
Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive event or events described
in this Section 3(a)(ii).


    
      
         


      

      
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    (iii)       Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or
reorganization of the capital stock of the Company, or any consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets or other transaction shall be effected in
such a way that holders of Common Stock
shall be entitled to receive stock, securities, or other assets or property (an
“Organic
Change”), then, as a condition of such Organic
Change, lawful and adequate provisions shall be made by the Company whereby the
Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented by this Warrant) such shares of
stock, securities or other assets or
property as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such
stock immediately theretofore purchasable and receivable assuming the full exercise of the rights
represented by this Warrant. In the event of any Organic Change, appropriate
provision shall be made by the Company with respect to the rights and interests
of the Holder of this Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Exercise Price and of the number of shares
purchasable and receivable upon the exercise of this Warrant and registration
rights) shall thereafter be applicable, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. The Company will not effect any
such consolidation, merger or sale unless, prior to the consummation thereof,
the successor corporation (if other than the Company) resulting from such consolidation or merger or
the corporation purchasing such assets shall assume by written instrument
reasonably satisfactory in form and substance to the Holder executed and mailed
or delivered to the registered Holder hereof at the last address of such Holder appearing on the books
of the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to
be mailed to the Holder at its last address as it shall appear on the books and
records of the Company, at least 10 calendar days before the effective date of
the Organic Change, a notice stating the date on which such Organic Change is expected to become
effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares for
securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such
notice.  The Holder is entitled to exercise this Warrant during the
10-day period commencing on the date of
such notice to the effective date of the event triggering such
notice. In any event, the successor corporation
(if other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall be deemed to assume such
obligation to deliver to such Holder such shares of stock, securities or assets
even in the absence of a written instrument assuming such obligation to the
extent such assumption occurs by operation of law.

    


    (b)           Certificate as to
Adjustments. Upon the occurrence of each adjustment or readjustment
pursuant to this Section 3, the Company at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof and furnish
to each Holder of this Warrant a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall promptly furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; and (ii) the number of shares and the amount, if any, of
other property which at the time would be received upon the exercise of the
Warrant.


    
      
         


      

      
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    (c)           Certain Events. If
any event occurs as to which the other provisions of this Section 3 are not
strictly applicable but the lack of any adjustment would not fairly protect the
purchase rights of the Holder under this Warrant in accordance with the basic
intent and principles of such provisions, or if strictly applicable would not
fairly protect the purchase rights of the Holder under this Warrant in
accordance with the basic intent and principles of such provisions, then the
Company's Board of Directors will, in good faith, make an appropriate adjustment
to protect the rights of the Holder; provided, that no
such adjustment pursuant to this Section 3(c) will increase the Exercise Price
or decrease the number of Warrant Shares as otherwise determined pursuant to
this Section 3.

    


    (d)           Adjustment of Exercise Price
Upon Issuance
of Additional Shares of Common Stock.  In the event the Company
shall at any time prior to the Expiration Date issue Additional Shares of Common
Stock, as defined below, without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to such issue, then the
Exercise Price shall be reduced, concurrently with such issue, to a price
(calculated to the nearest cent) determined by multiplying such Exercise Price
by a fraction, (A) the numerator of which shall be (1) the number of shares of
Common Stock outstanding immediately prior to such issue plus (2) the number of
shares of Common Stock which the aggregate consideration received or to be
received by the Company for the total number of Additional Shares of Common
Stock so issued would purchase at such Exercise Price; and (B) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such issue plus the number of such Additional Shares of Common Stock so
issued; provided that, (i)
for the purpose of this Section 3(d), all shares of Common Stock issuable upon
conversion or exchange of convertible securities outstanding immediately prior
to such issue shall be deemed to be outstanding, and (ii) the number of shares
of Common Stock deemed issuable upon conversion or exchange of such outstanding
convertible securities shall be determined without giving effect to any
adjustments to the conversion or exchange price or conversion or exchange rate
of such convertible securities resulting from the issuance of Additional Shares
of Common Stock that is the subject of this calculation.  For purposes
of this Warrant, “Additional Shares of Common Stock” shall mean all shares of
Common Stock issued by the Company after the Effective Date (including without
limitation any shares of Common Stock issuable upon conversion or exchange of
any convertible securities or upon exercise of any option or warrant, on an
as-converted basis), other than: (i) shares of Common Stock issued or
issuable upon conversion or exchange of any convertible securities or exercise
of any options or warrants outstanding on the Effective Date; (ii) shares
of Common Stock issued or issuable by reason of a dividend, stock split,
split-up or other distribution on shares of Common Stock that is covered by
Sections 3(a)(i) through 3(a)(iii) above; (iii) shares of Common Stock (or
options with respect thereto) issued or issuable to employees or directors of,
or consultants to, the Company or any of its subsidiaries pursuant to a plan,
agreement or arrangement approved by the Board of Directors of the Company; (iv)
any securities issued or issuable by the Company pursuant to (A) the Company’s
Private Placement  Memorandum and Subscription Agreements thereunder
or (B) the reverse triangular merger of InVivo Therapeutics Corporation with a
wholly owned subsidiary of the Company as contemplated in the Private Placement
Memorandum “Merger”); (v) securities issued pursuant to acquisitions or
strategic transactions approved by a majority of disinterested directors of the
Company, provided that any such issuance shall only be to a person which is,
itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company and in which the Company receives
benefits in addition to the investment of funds, but shall not include a
transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in
securities and (vi) securities issued to financial institutions, institutional
investors or lessors in connection with credit arrangements, equipment
financings or similar transactions approved by a majority of disinterested
directors of the Company.  The provisions of this Section 3(d) shall
not operate to increase the Exercise Price.


    
      
         


      

      
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    Upon each
adjustment of the Exercise Price pursuant to the provisions of this Section
3(d), the number of Warrant Shares issuable upon exercise of this Warrant shall
be adjusted by multiplying a number equal to the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares issuable
upon exercise of this Warrant immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price.

    


    4.           REDEMPTION
OF WARRANTS

     

    (a)           General.  Prior
to the Expiration Date, the Company shall have the option, subject to the
conditions set forth herein, to redeem all of the Warrants then outstanding upon
not less than thirty (30) days nor more than sixty (60) days prior written
notice to the Warrant Holders at any time provided that, at the time of delivery
of such notice (i) there is an effective registration statement covering the
resale of the Warrant Shares, and (ii) the closing bid price of the Company’s
Common Stock for each of the twenty (20) consecutive Trading Days prior to the
date of the notice of redemption is at least $2.80, as proportionately adjusted
to reflect any stock splits, stock dividends, combination of shares or like
events.

    


    (b)           Notice.  Notice
of redemption will be effective upon mailing in accordance with this Section and
such date may be referred to below as the “Notice Date.”  Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less
than 30 days prior to the date fixed for redemption to the Holders of the
Warrants to be redeemed at their last addresses as they shall appear on the
registration books. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder received
such notice.

    


    (c)           Redemption Date and
Redemption Price.  The notice of redemption shall state the
date set for redemption, which date shall be not less than thirty (30) days, or
more than sixty (60) days, from the Notice Date (the “Redemption Date”). The Company
shall not mail the notice of redemption unless all funds necessary to pay for
redemption of the Warrants to be redeemed shall have first been set aside by the
Company for the benefit of the Warrant Holders so as to be and continue to be
available therefor. The redemption price to be paid to the Warrant Holders will
be $0.00001 for each share of Common Stock of the Company to which the Warrant
Holder would then be entitled upon exercise of the Warrant being redeemed, as
adjusted from time to time as provided herein (the “Redemption
Price”).

    


    (d)           Exercise.  Following
the Notice Date, the Warrant Holders may exercise their Warrants in accordance
with Section 1 of this Warrant between the Notice Date and 5:00 p.m. Eastern
Time on the Redemption Date and such exercise shall be timely if the form of
election to purchase duly executed and the Warrant Exercise Price for the shares
of Common Stock to be purchased are actually received by the Company at its
principal offices prior to 5:00 p.m. Eastern Time on the Redemption
Date.


    
      
         


      

      
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    (e)           Mailing. If any
Warrant Holder does not wish to exercise any Warrant being redeemed, he should
mail such Warrant to the Company at its principal offices after receiving the
notice of redemption. On and after 5:00 p.m. Eastern Time on the Redemption
Date, notwithstanding that any Warrant subject to redemption shall not have been
surrendered for redemption, the obligation evidenced by all Warrants not
surrendered for redemption or effectively exercised shall be deemed no longer
outstanding, and all rights with respect thereto shall forthwith cease and
terminate, except only the right of the holder of each Warrant subject to
redemption to receive the Redemption Price for each share of Common Stock to
which he would be entitled if he exercised the Warrant upon receiving notice of
redemption of the Warrant subject to redemption held by him.

    


    
      	
              5.

            	
              TRANSFERS
      AND EXCHANGES OF WARRANT AND WARRANT
SHARES

            


    

    


    (a)           Registration of
Transfers and
Exchanges. Subject to Section 5(c), upon the Holder’s surrender of this
Warrant, with a duly executed copy of the Form of Assignment attached as Exhibit B, to the Secretary of
the Company at its principal offices or at such other office or agency as the
Company may specify in writing to the Holder, the Company shall register the
transfer of all or any portion of this Warrant. Upon such registration of
transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee
and a new Warrant, in similar form, evidencing the remaining acquisition rights
not transferred, to the Holder requesting the transfer.

    


    (b)           Warrant Exchangeable for
Different Denominations. The Holder may exchange this Warrant for a new
Warrant or Warrants, in substantially the form of this Warrant, evidencing in
the aggregate the right to purchase the number of Warrant Shares which may then
be purchased hereunder, each of such new Warrants to be dated the date of such
exchange and to represent the right to purchase such number of Warrant Shares as
shall be designated by the Holder. The Holder shall surrender this Warrant with
duly executed instructions regarding such re-certification of this Warrant to
the Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder.

    


    (c)           Restrictions on
Transfers. This Warrant may not be transferred at any time without (i)
registration under the Securities Act or (ii) an exemption from such
registration and a written opinion of legal counsel addressed to the Company
that the proposed transfer of the Warrant may be effected without registration
under the Securities Act, which opinion will be in form and from counsel
reasonably satisfactory to the Company.

    


    (d)           Permitted Transfers and
Assignments.  Notwithstanding any provision to the contrary in
this Section 5, the Holder may transfer, with or without consideration, this
Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s
Affiliates (as such term is defined under Rule 144 of the Securities Act)
without obtaining the opinion from counsel that may be required by Section
5(c)(ii), provided, that the
Holder delivers to the Company and its counsel certification, documentation, and
other assurances reasonably required by the Company’s counsel to enable the
Company’s counsel to render an opinion to the Company’s Transfer Agent that such
transfer does not violate applicable securities laws.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              MUTILATED
      OR MISSING WARRANT CERTIFICATE

            


    

    


    If this Warrant is mutilated, lost,
stolen or destroyed, upon request by the Holder, the Company will, at its
expense, issue, in exchange for and upon cancellation of the mutilated Warrant,
or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
substantially the form of this Warrant, representing the right to acquire the
equivalent number of Warrant Shares; provided, that, as a
prerequisite to the issuance of a substitute Warrant, the Company may require
satisfactory evidence of loss, theft or destruction as well as an indemnity from
the Holder of a lost, stolen or destroyed Warrant.

    


    
      	
              7.

            	
              PAYMENT
      OF TAXES

            


    

    


    The
Company will pay all transfer and stock issuance taxes attributable to the
preparation, issuance and delivery of this Warrant and the Warrant Shares (and
replacement Warrants) including, without limitation, all documentary and stamp
taxes; provided, however, that the
Company shall not be required to pay any tax in respect of the transfer of this
Warrant, or the issuance or delivery of certificates for Warrant Shares or other
securities in respect of the Warrant Shares to any person or entity other than
to the Holder.

    


    8.           FRACTIONAL
WARRANT SHARES

    


    No
fractional Warrant Shares shall be issued upon exercise of this Warrant. The
Company, in lieu of issuing any fractional Warrant Share, shall round up the
number of Warrant Shares issuable to nearest whole share.

    


    
      	
              9.

            	
              NO
      STOCK RIGHTS AND LEGEND

            


    

    


    No holder
of this Warrant, as such, shall be entitled to vote or be deemed the holder of
any other securities of the Company that may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed to confer upon
the holder of this Warrant, as such, the rights of a stockholder of the Company
or the right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends or
subscription rights or otherwise (except as provide herein).

    


    Each certificate for Warrant Shares
initially issued upon the exercise of this Warrant, and each certificate for
Warrant Shares issued to any subsequent transferee of any such certificate,
shall be stamped or otherwise imprinted with a legend in substantially the
following form:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH  RESPECT THERETO
IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN
EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR   APPLICABLE
STATE SECURITIES LAWS.”

    


    
      	
              10.

            	
              REGISTRATION
      RIGHTS

            


    

    


    The Holder shall be entitled to the
registration rights as are contained in the Registration Rights Agreement of
even date herewith, by and among the Company, the Holder and the other
subscribers of the Company’s securities pursuant to the Subscription Agreements,
the provisions of which are deemed incorporated herein by
reference.  

    


    11.         NOTICES

    


    All notices, consents, waivers, and
other communications under this Warrant must be in writing and will be deemed
given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by
facsimile or e-mail with confirmation of transmission by the transmitting
equipment; (c) received or rejected by the addressee, if sent by certified mail,
return receipt requested, if to the registered Holder hereof; or (d) seven days
after the placement of the notice into the mails (first class postage prepaid),
to the Holder at the address, facsimile number, or e-mail address furnished by
the registered Holder to the Company in accordance with the Subscription
Agreement by and between the Company and the Holder, or if to the Company, to it
at One Broadway, 14th Floor, Cambridge, Ma. 02142, Attention: Frank Reynolds,
Chief Executive Officer (or to such other address, facsimile number, or e-mail
address as the Holder or the Company as a party may designate by notice the
other party) with a copy to Meister Seelig & Fein LLP, 2 Grand Central
Tower, 140 East 45th Street,
19th
Floor, New York, NY 10017, Attention:  Mitchell L. Lampert,
Esq.

    


    
      	
              12.

            	
              SEVERABILITY

            


    

    


    If a
court of competent jurisdiction holds any provision of this Warrant invalid or
unenforceable, the other provisions of this Warrant will remain in full force
and effect. Any provision of this Warrant held invalid or unenforceable only in
part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              13.

            	
              BINDING
      EFFECT

            


    

    


    This
Warrant shall be binding upon and inure to the sole and exclusive benefit of the
Company, its successors and assigns, the registered Holder or Holders from time
to time of this Warrant and the Warrant Shares.

    


    
      	
              14.

            	
              SURVIVAL
      OF RIGHTS AND DUTIES

            


    

    


    This
Warrant shall terminate and be of no further force and effect on the earlier of
5:00 P.M., Eastern Time, on the Expiration Date or the date on which this
Warrant has been exercised in full.

    


    
      	
              15.

            	
              GOVERNING
      LAW

            


    

    


    This
Warrant will be governed by and construed under the laws of the State of New
York without regard to conflicts of laws principles that would require the
application of any other law.

    


    
      	
              16.

            	
              DISPUTE
      RESOLUTION

            


    

    


    In the
case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two
Business Days of receipt of the Notice of Exercise giving rise to such dispute,
as the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the
Warrant Shares within three Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall,
within two Business Days, submit via facsimile (a) the disputed determination of
the Exercise Price to an independent, reputable investment bank selected by
the Company and approved by the Holder or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company’s independent, outside
accountant. The Company shall cause at its expense the investment bank or the
accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten (10)
Business Days from the time it receives the disputed determinations or
calculations. Such investment bank’s or accountant’s determination or
calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.

    


    
      	
              17.

            	
              NOTICES
      OF RECORD DATE

            


    

    


    Upon (a)
any establishment by the Company of a record date of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or right or option to acquire
securities of the Company, or any other right, or (b) any capital
reorganization, reclassification, recapitalization, merger or consolidation of
the Company with or into any other corporation, any transfer of all or
substantially all the assets of the Company, or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, or the sale, in a single
transaction, of a majority of the Company’s voting stock (whether newly issued,
or from treasury, or previously issued and then outstanding, or any combination
thereof), the Company shall mail to the Holder at least ten (10) Business Days,
or such longer period as may be required by law, prior to the record date
specified therein, a notice specifying (i) the date established as the record
date for the purpose of such dividend, distribution, option or right and a
description of such dividend, option or right, (ii) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up, or sale is expected to become effective and (iii) the
date, if any, fixed as to when the holders of record of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, transfer,
consolation, merger, dissolution, liquidation or winding up.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              18.

            	
              RESERVATION
      OF SHARES

            


    

    


    The
Company shall reserve and keep available out of its authorized but unissued
shares of Common Stock for issuance upon the exercise of this Warrant, free from
pre-emptive rights, such number of shares of Common Stock for which this Warrant
shall from time to time be exercisable.  The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation. Without limiting the generality of the foregoing, the Company
covenants that it will use commercially reasonable efforts to take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares upon the
exercise of this Warrant and use commercially reasonable efforts to obtain all
such authorizations, exemptions or consents, including but not limited to
consents from the Company’s stockholders or Board of Directors or any public
regulatory body, as may be necessary to enable the Company to perform its
obligations under this Warrant.

    


    
      	
              19.

            	
              NO
      THIRD PARTY RIGHTS

            


    

    


    This
Warrant is not intended, and will not be construed, to create any rights in any
parties other than the Company and the Holder, and no person or entity may
assert any rights as third-party beneficiary hereunder.

    


    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of
the date first set forth above.

    


    
      
        
          
            
              
                	
                        INVIVO
      THERAPEUTICS HOLDINGS CORP.

                      
	 
      	 
      	 
      	 
	
                        By:

                      	 
      	 
	 
      	
                        Name:  

                      	
                        Frank
      Reynolds

                      	 
	 
      	
                        Title:

                      	
                        President
      and Chief Executive
Officer

                      


              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    NOTICE OF
EXERCISE

    


    (To be
executed by the Holder of Warrant if such Holder desires to exercise
Warrant)

    


    To InVivo
Therapeutics Holdings Corp.:

    


    The
undersigned hereby irrevocably elects to exercise this Warrant and to purchase
thereunder, ___________________ full shares of [InVivo Therapeutics Holdings
Corp.] common stock issuable upon exercise of the Warrant and delivery
of:

    


    (1)                 $_________
(in cash as provided for in the foregoing Warrant) and any applicable taxes
payable by the undersigned pursuant to such Warrant; and

    


    (2)                 __________
shares of Common Stock (pursuant to a Cashless Exercise in accordance with
Section 1(b)(ii) of the Warrant) (check here if the undersigned desires to
deliver an unspecified number of shares equal the number sufficient to effect a
Cashless Exercise [___]).

    


    The undersigned requests that
certificates for such shares be issued in the name of:

    


    _________________________________________

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))

    


    _________________________________________

    


    _________________________________________

    


    If the shares issuable upon this
exercise of the Warrant are not all of the Warrant Shares which the Holder is
entitled to acquire upon the exercise of the Warrant, the undersigned requests
that a new Warrant evidencing the rights not so exercised be issued in the name
of and delivered to:

    


    _________________________________________

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))

    


    _________________________________________

    


    _________________________________________

    


    
      
        
          
            
              	 
      	
                      Name
      of Holder (print):  

                    	 
      	 


            

          

        

      

    

    
      
        
          
            	 
      	
                    (Signature):   

                  	 
      	 


          

        

      

    

    
      
        
          
            	 
      	
                    (By:)  

                  	 
      	 


          

        

      

    

    
      
        
          
            	 
      	
                    (Title:)  

                  	 
      	 


          

        

      

    

    
      
        
          
            	 
      	
                    Dated:  

                  	 
      	 


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    FORM OF
ASSIGNMENT

    


    FOR VALUE
RECEIVED, ___________________________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the undersigned
under the Warrant (as defined in and evidenced by the attached Warrant) to
acquire the number of Warrant Shares set opposite the name of such assignee
below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:


    


    
      
        
          
            
              
                	
                        Name
      of Assignee

                      	 	
                        Address

                      	 	
                        Number
      of Shares

                      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


              

            

          

        

      

    

    


    If the
total of the Warrant Shares are not all of the Warrant Shares evidenced by the
foregoing Warrant, the undersigned requests that a new Warrant evidencing the
right to acquire the Warrant Shares not so assigned be issued in the name of and
delivered to the undersigned.

    
      


      
        
          
            
              
                	 
      	
                        Name
      of Holder (print): 

                      	 
      	 


              

            

          

        

      

      
        
          
            
              	 
      	
                      (Signature):

                    	 
      	 


            

          

        

      

      
        
          
            
              	 
      	
                      (By:)  

                    	 
      	 


            

          

        

      

      
        
          
            
              	 
      	
                      (Title:)  

                    	 
      	 


            

          

        

      

      
        
          
            
              	 
      	
                      Dated: