Invivo Therapeutics Holdings Corp. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 11th, 2022 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 7, 2022, between InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 11th, 2022 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 7, 2022, between InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT InVivo Therapeutics Holdings Corp.
Invivo Therapeutics Holdings Corp. • October 11th, 2022 • Surgical & medical instruments & apparatus • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT InVivo Therapeutics Holdings Corp.
Invivo Therapeutics Holdings Corp. • October 11th, 2022 • Surgical & medical instruments & apparatus

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 11th, 2022 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 7, 2022, between InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 26th, 2018 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2018, by and between INVIVO THERAPEUTICS HOLDINGS CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 29th, 2015 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2015, between InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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INVIVO THERAPEUTICS HOLDINGS CORP. SALES AGREEMENT
Sales Agreement • July 29th, 2015 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

InVivo Therapeutics Holdings Corp., (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

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COMMON STOCK PURCHASE WARRANT INVIVO THERAPEUTICS HOLDINGS CORP.
Invivo Therapeutics Holdings Corp. • January 24th, 2020 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 21, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of October 21, 2019.

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PURCHASE AGREEMENT
Purchase Agreement • January 26th, 2018 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of January 25, 2018, by and between INVIVO THERAPEUTICS HOLDINGS CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 22nd, 2019 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York
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SHARES OF COMMON STOCK, SERIES B WARRANTS (EXERCISABLE FOR SHARES) AND SERIES A WARRANTS (EXERCISABLE FOR SHARES) OF INVIVO THERAPEUTICS HOLDINGS CORP. FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2018 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

The undersigned, InVivo Therapeutics Holdings Corp., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of InVivo Therapeutics Holdings Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2010 • Invivo Therapeutics Holdings Corp. • Wholesale-furniture & home furnishings • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of October 26, 2010 (the “Effective Date”) between InVivo Therapeutics Holdings Corp. (f/k/a Design Source, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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PREFERRED INVESTMENT OPTION InVivo Therapeutics Holdings Corp.
Invivo Therapeutics Holdings Corp. • October 11th, 2022 • Surgical & medical instruments & apparatus

THIS PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b).

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INVIVO THERAPEUTICS HOLDINGS CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • May 6th, 2014 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

Aegis Capital Corp. As Representative of the several Underwriters named on Schedule A attached hereto c/o Aegis Capital Corp. 810 Seventh Avenue, 18th Floor New York, New York 10019

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG INVIVO THERAPEUTICS HOLDINGS CORP. INVIVO THERAPEUTICS ACQUISITION CORP. AND INVIVO THERAPEUTICS CORPORATION October 26, 2010
Agreement and Plan of Merger and Reorganization • November 1st, 2010 • Invivo Therapeutics Holdings Corp. • Wholesale-furniture & home furnishings • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 26, 2010, by and among InVivo Therapeutics Holdings Corp. (f/k/a Design Source, Inc.), a Nevada corporation (the “Parent”), InVivo Therapeutics Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and InVivo Therapeutics Corporation, a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”

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FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT INVIVO THERAPEUTICS HOLDINGS CORP.
Invivo Therapeutics Holdings Corp. • April 16th, 2020 • Surgical & medical instruments & apparatus • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 15, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company pursuant to the Engagement Agreement, dated as of April 14, 2020, between the Company and H.C. Wainwright & Co., LLC.

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NON-QUALIFIED STOCK OPTION AGREEMENT INVIVO THERAPEUTICS CORPORATION
Non-Qualified Stock Option Agreement • November 1st, 2010 • Invivo Therapeutics Holdings Corp. • Wholesale-furniture & home furnishings • Delaware

AGREEMENT made as of the __ day of _________ 200_, 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 ___________ (the “Participant”).

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 1st, 2010 • Invivo Therapeutics Holdings Corp. • Wholesale-furniture & home furnishings • Delaware

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”).

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LEASE AGREEMENT
Lease Agreement • June 1st, 2021 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Massachusetts

THIS LEASE AGREEMENT (this “Lease”) is made as of this 28th day of May, 2021, between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and INVIVO THERAPEUTICS CORPORATION, a Delaware corporation (“Tenant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2018 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Massachusetts

This EMPLOYMENT AGREEMENT, dated as of December 18, 2017 (the “Effective Date”), between InVivo Therapeutics Holdings Corp. (the “Company”), and Richard Toselli, M.D. (the “Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 30th, 2014 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Massachusetts

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 30, 2014 (the “Effective Date”), is made between InVivo Therapeutics Holdings Corp. (the “Company”), and Steven F. McAllister (the “Executive”).

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CONSULTING AGREEMENT
Consulting Agreement • January 29th, 2018 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Massachusetts

This Consulting Agreement (the “Agreement”) is made and entered into as of January 3, 2018 (the “Effective Date”) by and between InVivo Therapeutics Holdings Corp., a Nevada corporation having an address of One Kendall Square, Suite B14402, Cambridge, MA 02139 (“InVivo”), and Mark D. Perrin, an individual (“Consultant”).

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Contract
Invivo Therapeutics Holdings Corp. • October 9th, 2012 • Surgical & medical instruments & apparatus • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • December 9th, 2010 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York
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SPLIT-OFF AGREEMENT
Split-Off Agreement • November 1st, 2010 • Invivo Therapeutics Holdings Corp. • Wholesale-furniture & home furnishings • New York

This SPLIT-OFF AGREEMENT, dated as of October __, 2010 (this “Agreement”), is entered into by and among InVivo Therapeutics Holding Corp. (f/k/a Design Source, Inc.), a Nevada corporation (“Seller”), DSource Split Corp., a Delaware corporation (“Split-Off Subsidiary”) and Peter Reichard, Peter Coker and Lawrence Reichard (“Buyers”).

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InVivo Therapeutics Corporation One Broadway, 14th Floor Cambridge, MA 02142
Invivo Therapeutics Holdings Corp. • November 1st, 2010 • Wholesale-furniture & home furnishings • Delaware

This letter is to confirm our understanding with respect to (i) your future employment by InVivo Therapeutics Corporation or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”), (ii) your agreement not to compete with the Company, (iii) your agreement to protect and preserve information and property which is confidential and proprietary to the Company and (iv) your agreement with respect to the ownership of inventions, ideas, copyrights and patents which may be used in the business of the Company (the terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:

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FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • March 15th, 2016 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March , 2016, is entered into by and between InVivo Therapeutics Holdings Corp, a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • June 14th, 2018 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Massachusetts

This ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT OF LANDLORD (this “Assignment”), is made as of May 3, 2018 by and between IN VIVO THERAPEUTICS CORPORATION, a Delaware corporation, having an address at One Kendall Square, Cambridge, MA (“Assignor”), and SHISEIDO AMERICAS CORPORATION, a Delaware corporation having an address at 301 Route 17 North, Rutherford NJ 07070 (“Assignee”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 21st, 2005 • Design Source, Inc. • Non-operating establishments

Concurrent with execution of this Agreement, the undersigned (the "Purchaser" ) is purchasing __________________________________________________ (__________) shares of Common Stock of DESIGN SOURCE, INC. (the "Company") at a price of $0.10 per share (the "Subscription Price").

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CONSULTING AGREEMENT
Consulting Agreement • March 10th, 2017 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • Massachusetts

This Consulting Agreement (the “Agreement”) is made and entered into as of January 3, 2017 by and between InVivo Therapeutics Holdings Corp., a Nevada corporation located at One Kendall Square, Suite B14402, Cambridge, MA 02139 (“InVivo”), and Lorianne Masuoka, an individual residing at 142 Beverly Road, Chestnut Hill, MA 02467.

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Re: Amended and Restated Executive Employment Agreement
Invivo Therapeutics Holdings Corp. • March 17th, 2011 • Surgical & medical instruments & apparatus • Massachusetts

This letter agreement is to confirm our understanding with respect to (i) your continued employment by InVivo Therapeutics Holdings Corp. (the “Company”), (ii) your agreement not to compete with the Company, (iii) your agreement to protect and preserve information and property which is confidential and proprietary to the Company and (iv) your agreement with respect to the ownership of inventions, ideas, copyrights and patents which may be used in the business of the Company (the terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”). This Agreement amends and restates, in its entirety, your employment agreement dated May 31, 2008 with Invivo Therapeutics Corporation, a wholly owned subsidiary of the Company (which employment agreement shall be of no further force or effect). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are here

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April 29, 2014 Re: Amendments to December 31, 2013 Employment Agreement Dear Steve,
Invivo Therapeutics Holdings Corp. • March 11th, 2015 • Surgical & medical instruments & apparatus

This letter agreement serves to confirm our agreement and understanding with respect to amendments to the Employment Agreement between you and InVivo Therapeutics Holdings Corp. (the “Company”) dated December 31, 2013 (the “Agreement”). Defined terms used in this agreement and not otherwise defined have the meanings given to such terms in the Agreement.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 1st, 2010 • Invivo Therapeutics Holdings Corp. • Wholesale-furniture & home furnishings • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the___ day of August, 2010, by and between InVivo Therapeutics Corporation, a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto (each an “Investor” and collectively, the “Investors”).

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Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDMENT ONE TO THE EXCLUSIVE LICENSE (CMCC-10665)
Invivo Therapeutics Holdings Corp. • June 30th, 2011 • Surgical & medical instruments & apparatus

This amendment is made and entered into as of May 12, 2011 (the “Amendment”) by and between Children’s Medical Center Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having offices located at 300 Longwood Avenue, Boston, MA (“CMCC”) and InVivo Therapeutics Corporation, a business corporation organized and existing under the laws of the State of Delaware and having its principal office at One Broadway, 14th Floor, Cambridge, MA “Licensee”).

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