SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2010 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 9th, 2010 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Spencer Trask Ventures, Inc., a Delaware corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (the “Placement Agent”), shall be engaged by InVivo Therapeutics Corporation, a Delaware corporation (“InVivo”) and Design Source, Inc., a Nevada corporation (“Pubco”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Pubco, each Unit consisting of (i) one share of common stock, par value $0.00001 per share (the “Common Stock”), of Pubco (the “Shares”) and (ii) one warrant (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $1.40 per share. The Offering will consist of a minimum of 7,000,000 Units ($7,000,000) (the “Minimum Amount”). The Bridge Note Conversion Amount, as defined below, will
Spencer Trask Ventures, Inc.Invivo Therapeutics Holdings Corp. • December 9th, 2010 • Surgical & medical instruments & apparatus • New York
This will confirm our agreement that InVivo Therapeutics Corporation, a Delaware corporation (the “Company”) has engaged Spencer Trask Ventures, Inc. (“Spencer Trask”) to act as a non-exclusive finder for the Company with respect to locating investors to participate in a bridge financing transaction of up to $500,000 of 6% Convertible Promissory Notes (the “Notes”), together with warrant coverage (the “Bridge Financing”).
MASTER SERVICES AGREEMENTMaster Services Agreement • December 9th, 2010 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York
This Master Servicecs Agreement (this “Agreement”) is made and entered into effective as of October 26, 2010, by and between InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), and Spencer Trask Ventures, Inc., a Delaware corporation (the “Advisor”).
LOCK-UP AGREEMENTLock-Up Agreement • December 9th, 2010 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York
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:
FINDER’S AGREEMENTFinder’s agreement • December 9th, 2010 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York
This agreement (the “Agreement”) is entered into as of October 26, 2010 between InVivo Therapeutics Holdings Corp., a Nevada corporation, including each of its affiliates (the “Company”) and Spencer Trask Ventures, Inc., a Delaware corporation (“Finder”).
