LOCK-UP AGREEMENT
Exhibit
10.7
__________,
2010
InVivo
Therapeutics Holding Corp.
Xxx
Xxxxxxxx, 00xx
Xxxxx
Xxxxxxxxx,
XX 00000
Xxxxxxx
Xxxxx Ventures, Inc.
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
XX 00000
Gentlemen:
Reference
is made to the Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”), dated as of __________, 2010, by and among InVivo Therapeutics
Holding Corp., a Nevada corporation (the “Parent”), InVivo Therapeutics
Acquisition Corp., a Delaware corporation, and InVivo Therapeutics Corporation,
a Delaware corporation (the “Company”). In connection with the Merger
Agreement, stockholders of the Company shall receive shares of the Parent’s
common stock, par value $0.00001 per share (“Common Stock”), in consideration
for shares of the Company held by them at the effective time of the
merger. In consideration of the Parent and the Company entering into
the Merger Agreement, the undersigned, an officer, director or holder of 5% or
more of the Company’s Common Stock, hereby agrees as follows:
1. The undersigned
hereby covenants and agrees, except as provided herein, not to (a) offer, sell,
contract to sell, grant any option to purchase, hypothecate, pledge or otherwise
dispose of or (b) transfer title to (a “Prohibited Sale”) any of the shares of
Common Stock acquired by the undersigned pursuant to, and in connection with,
the Merger Agreement (the “Acquired Shares”), during the period commencing on
the Closing Date (as defined in the Merger Agreement) and ending on the earlier
of (i) twelve months from the Closing Date, or (ii) six months following the
effective date of the Registration Statement (as defined in the Merger
Agreement) (the “Lockup Period”), without the prior written consent of the
Parent. Notwithstanding the foregoing, the undersigned shall be
permitted from time to time during the Lockup Period, without the prior written
consent of the Parent and Xxxxxxx Xxxxx Ventures, Inc., as applicable, (i) to
engage in transactions in connection with the undersigned’s participation in the
Parent’s stock option plans, if any, (ii) to transfer all or any part of the
Acquired Shares to any family member, for estate planning purposes, or to an
affiliate thereof (as such term is defined in Rule 405 under the Securities Act
of 1933, as amended), provided that such transferee agrees in writing with the
Parent to be bound hereby, or (iii) to participate in any transaction in which
holders of Common Stock participate or have the opportunity to participate pro
rata, including, without limitation, a merger, consolidation or binding share
exchange involving the Parent, a disposition of the Common Stock in connection
with the exercise of any rights, warrants or other securities distributed to the
Parent’s stockholders, or a tender or exchange offer for the Common Stock, and
no transaction contemplated by the foregoing clauses (i), (ii) or (iii) shall be
deemed a Prohibited Sale for purposes of this Agreement.
2. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to principles of conflicts or
choice of laws thereof.
3. This Agreement will
become a binding agreement among the undersigned as of the Closing Date (as
defined in the Merger Agreement). In the event that no closing occurs
under the Merger Agreement, this Agreement shall be null and
void. This Agreement (and the agreements reflected herein) may be
terminated by the mutual agreement of the Parent and the undersigned, and if not
sooner terminated, will terminate upon the expiration date of the Lockup
Period. This Agreement may be duly executed by facsimile and in any
number of counterparts, each of which shall be deemed an original, and all of
which together shall be deemed to constitute one and the same
instrument. Signature pages from separate identical counterparts may
be combined with the same effect as if the parties signing such signature page
had signed the same counterpart. This Agreement may be modified or
waived only by a separate writing signed by each of the parties hereto expressly
so modifying or waiving such agreement.
4. This Lock-Up
Agreement constitutes the entire agreement between the parties with regard to
the lock up restriction and supersedes any prior understandings, agreements, or
representations by or between the parties.
| Very truly yours, | |||
|
|
|
||
| Print Name: | |||
| Address: | ||||
| Number of shares of Common Stock owned: | ||||
| Certificate Numbers: | ||||
[Company
signature on the following page]
2
| Accepted and Agreed to: | |||||
| InVivo Therapeutics Holding Corp. | |||||
| By: |
|
|
|||
| Name: |
|
|
|||
| Title: |
|
|
|||
| Xxxxxxx Xxxxx Ventures, Inc. | |||||
| By: |
|
|
|||
| Name: |
|
|
|||
| Title: |
|
|
|||
3
