Unassociated Document


    RESTRICTED STOCK
AGREEMENT

     

     

    This
RESTRICTED STOCK AGREEMENT (the ”Agreement”), made as of this 1st day of
November, 2006, by and among and InVivo Therapeutics Corporation, a
Delaware corporation (the “Company”), among Francis M.
Reynolds (“Reynolds”),  Yang D. Teng (“Teng”) and Robert S. Langer
(“Langer”, together with Reynolds and Teng, the “Stockholders”, and singularly
the “Stockholder”).

     

    W
I T N E S S E T H:

    


    WHEREAS, The Company and the
Stockholders have entered into an Stockholders Agreement of even date herewith
(the “Stockholders Agreement”); and

     

    WHEREAS, The Company has
issued in the aggregate 600,000 shares Common Stock, $.001 par value per share
of the Company (“Common Stock”), to each Stockholder and the Stockholders
intends that a certain number of shares of Common Stock owned by each of them
should revert back to the Company upon the occurrence of certain events as
specified herein.

     

    NOW, THEREFORE, the parties
hereto hereby agree as follows:

     

    1.           Shares Subject to this
Agreement.  The Stockholders expressly agree that the terms and
restrictions of this Agreement shall apply to 450,000 shares of the Common Stock
(the “Restricted Shares”) owned by each of them (such number representing
three-fourths (3/4) of the 600,000 shares of Common Stock owned by each
Stockholder as of the date hereof).

    


    2.           Restricted
Share.  Until a Restricted Share of an Stockholder shall
have vested in accordance with Section 3 below, such Restricted Share may be
purchased by the other Stockholders under Section 4 below. Upon the expiration
of the applicable Restriction Period (defined in Section 3 below), such
Restricted Shares may revert to the Company under Section 4 below. Upon the
expiration of the applicable Restriction Period (defined in Section 3 below), a
Restricted Share shall be deemed to be a fully vested shares of Common Stock
(each, a "Vested Share") and shall cease to be a Restricted Share.

    


    3.           Restriction Period;
Vesting. The Restricted Shares of an Stockholder shall remain
Restricted Shares during the period (the "Restriction Period") from the date
hereof through the date on which such Restricted Shares shall have been vested
in accordance with the schedule below. The Restricted Shares of an
Stockholder shall have vested on the following dates in accordance with the
following vesting schedule:

     

    (i)           thirty
three and one third percent (33 and 1/3%) of the Restricted Shares
shall vest on the date that is the one year anniversary of the date
hereof;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)           an
additional thirty three and one third percent (33 and 1/3%) of the
Restricted Shares shall vest on the date that is the two year anniversary of the
date hereof; and

     

    (iii)         the
final thirty three and one third percent (33 and 1/3%) of the Restricted
Shares shall vest on the date that is the three year anniversary of the
date hereof.

     

    4.           Termination of Service
Relationship;
Purchase Option. Subject to Section 9 below, in the event that an
Stockholder ceases to have, for any reason, a Service Relationship with the
Company during the Restriction Period (the “Terminating Stockholder”), all
Restricted Shares that have not previously vested shall immediately revert
back to the Company.  For purposes of this Agreement, the term
“Service Relationship” shall mean any relationship as a full-time or part-time
employee, independent contractor, director, consultant or other key service
provider of the Company or any affiliate of the Company such that, for example,
a Service Relationship shall be deemed to continue without interruption in the
event the Stockholders status changes from full-time to part-time.

     

    5.           Securities
Regulation. Each Stockholder understands that the Restricted Shares are
not registered under the Securities Act of 1933, as amended, or any applicable
state securities or “blue sky” laws and may not be sold or otherwise transferred
or disposed of in the absence of an effective registration statement under the
Securities Act and under any applicable state securities or “blue sky” laws (or
exemptions from the registration requirements thereof).

     

    6.           Adjustments. In the
event of any change in the shares of Common Stock by reason of a stock split,
stock distribution, combination or reclassification of capital stock,
recapitalization, merger, or similar event, the Company shall adjust
proportionately the number of Restricted or Vested Shares.

     

    7.           Invalid
Transfers.

     

    a.           Restricted
Shares.  An Stockholder may not transfer, assign, pledge,
hypothecate or otherwise dispose of any Restricted Shares or of any right
hereunder.

     

    b.           Vested Shares.  The
Vested Shares are subject to restrictions on transfer as set forth in the
Stockholders Agreement.

     

    8.           Notices. Any notice
to an Stockholder shall be addressed to at his home address or to such other
address as either may last have designated to the other by notice as provided
herein. Any notice so addressed shall be deemed to be given on the second
business day after mailing, by registered or certified mail, at a post office or
branch post office within the United States.

     

    9.           Vesting Upon the Occurrence
of Certain Events. If a plan of complete dissolution of the Company is
adopted or the Stockholders of the Company approve an agreement for the sale or
disposition by the Company (in one transaction or a series of transactions) of
all or substantially all of the Company's assets or capitol stock, then upon
such adoption or approval all Restricted Shares shall vest immediately and
become Vested Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.           Miscellaneous.  The
validity, construction and effect of this Agreement shall be determined in
accordance with the laws of the Commonwealth of Massachusetts. This Agreement
may be changed, modified or terminated only by an agreement in writing signed by
the Company and the Stockholders.  If any provision(s) of this
Agreement shall be determined to be illegal or unenforceable, such determination
shall in no manner affect the legality or enforceability of any other provision
hereof.  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their respective successors, assigns, and legal
representatives.  For the convenience of the parties and to facilitate
execution, this Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same document.

     

     

    Remainder
of Page Intentionally Left Blank

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first above set forth.

     

     

    
      
        	 	
                THE
      COMPANY:

                 

                INVIVO THERAPEUTICS
      CORPORATION

              	 
	 	 	 	 
	
              	
                By:
      

              	 	 
	 	 	Frank
      Reynolds, President & CEO	 
	 	 	 	 
	 	 	 	 


      



     

    ACCEPTED
AND AGREED

    


    


    STOCKHOLDERS


    


    ____________________________________

    Francis
M. Reynolds

    


    


    ____________________________________

    Robert S.
Langer

    


    


    ____________________________________

    Yang D.
Teng