MRI INTERVENTIONS, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.6

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON UNTIL [●][1], 2016, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).

MRI INTERVENTIONS, INC.

WARRANT TO PURCHASE COMMON STOCK

MRI Interventions, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [_______________________], or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of _______________________ (________) shares of common stock, $0.01 par value per share (the “Common Stock “), of the Company (each such share, an “Underwriter Warrant Share,” and all such shares, the “Underwriter Warrant Shares”) at an exercise price per share equal to $[●] per share[2] (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price “), at any time and from time to time after the one-year anniversary of the date hereof (the date hereof, the “Original Issue Date”) and through and including 5:30 p.m., New York City time, on July [●], 2021[3] (the “Expiration Date”), and subject to the following terms and conditions:

This Underwriter Warrant (this “Underwriter Warrant”) is issued to the Underwriter as partial compensation for services rendered in connection with that certain Underwriting Agreement dated as of July [XX], 2016, by and between the Company and ROTH Capital Partners, LLC, as representative of the Underwriters named therein (the “Underwriting Agreement”). All such warrants, together with any other similar warrants issued by the Company as part of the same transaction, are referred to herein, collectively, as the “Warrants.”

1.     Definitions.  In addition to the terms defined elsewhere in this Underwriter Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Underwriting Agreement.

2.     Registration of Warrants.  The Company shall register this Underwriter Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which this Underwriter Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Underwriter Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3.     Registration of Transfers.  Subject to compliance with all applicable securities laws, the Company shall register the transfer of all or any portion of this Underwriter Warrant in the Warrant Register, upon surrender of this Underwriter Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to the Company at its address specified in the Underwriting Agreement.  Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Underwriter Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Underwriter Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Underwriter Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Underwriter Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.

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^[1] 180 days from the effective date of the offering.

^[2] 125% of the exercise price issued in the offering.

^[3] Five years from the effective date of the offering.

4.     Exercise and Duration of Warrant.

(a)     All or any part of this Underwriter Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Underwriter Warrant at any time and from time to time on or after one-year anniversary of the Original Issue Date and through and including 5:30 p.m. New York City time, on the Expiration Date. After 5:30 p.m., New York City time, on the Expiration Date, the portion of this Underwriter Warrant not exercised prior thereto shall be and become void and of no value and this Underwriter Warrant shall be terminated and no longer outstanding.

(b)     The Holder may exercise this Underwriter Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly signed, via overnight courier, facsimile, email or otherwise in the manner set forth in Section 13, and (ii) payment of the Exercise Price in accordance with Section 10 for the number of Underwriter Warrant Shares as to which this Underwriter Warrant is being exercised (which payment may take the form of a “cashless exercise” if so indicated in the Exercise Notice (a “Cashless Exercise”)) no later than one (1) Business Day following delivery of the Exercise Notice (the “Aggregate Exercise Price”), and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” For the avoidance of any doubt, no original, manually executed Exercise Notice, nor any medallion guaranty, notary attestation or any similar deliverable of or on any Exercise Notice, shall be required in order to effectuate an exercise of all or a portion of this Underwriter Warrant.

(c)     Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Underwriter Warrant to the Company until the Holder has purchased all of the Underwriter Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Underwriter Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. However, if this Underwriter Warrant is submitted in connection with any exercise pursuant to this Section 4 and the number of Underwriter Warrant Shares represented by this Underwriter Warrant submitted for exercise is greater than the number of Underwriter Warrant Shares with respect to which this Underwriter Warrant is being exercised, 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 representing the right to purchase the number of Underwriter Warrant Shares purchasable immediately prior to such exercise under this Underwriter Warrant, less the number of Underwriter Warrant Shares with respect to which this Underwriter Warrant is exercised.  Partial exercises of this Underwriter Warrant resulting in purchases of a portion of the total number of Underwriter Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Underwriter Warrant Shares purchasable hereunder in an amount equal to the applicable number of Underwriter Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Underwriter Warrant Shares purchased and the date of such purchases.  The Company shall deliver any objection to any Exercise Notice within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Underwriter Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Underwriter Warrant Shares hereunder, the number of Underwriter Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(d)     For purposes of clarification, unless required pursuant to industry standard stock transfer procedures, the Transfer Agent shall not require the Holder to obtain a medallion guaranty, notary attestation or any similar deliverable in order to effectuate an exercise of all or a portion of this Underwriter Warrant.

(e)     The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Underwriter Warrant, pursuant to the terms hereof.

5.     Delivery of Underwriter Warrant Shares.

(a)     Upon proper exercise of this Underwriter Warrant, the Company shall promptly (but in no event later than three Trading Days after the Company’s receipt of the Exercise Notice) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Underwriter Warrant Shares in a name other than that of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Underwriter Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Underwriter Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) if so requested by Holder, an electronic delivery of the Underwriter Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Underwriter Warrant Shares as of the Exercise Date. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Underwriter Warrant Shares within the timeframe set forth above in this Section 5(a), then the Holder will have the right to rescind such exercise.

(b)     To the extent permitted by law, the Company’s obligations to issue and deliver Underwriter Warrant Shares in accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(c)     If the Company shall fail, for any reason or for no reason, to issue to the Holder within the later of (i) three (3) Trading Days after receipt of the applicable Exercise Notice and (ii) two (2) Trading Days after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Deadline”), 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 Underwriter Warrant (as the case may be), and if on or after such Share Delivery Deadline 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 all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) 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 multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii).

6.     Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon exercise of this Underwriter Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificate for Underwriter Warrant Shares or this Underwriter Warrant in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Underwriter Warrant or receiving Underwriter Warrant Shares upon exercise hereof.

7.     Replacement of Warrant. If this Underwriter Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Underwriter Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Underwriter Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8.     Reservation of Underwriter Warrant Shares.  The Company represents and warrants that on the date hereof, it has duly authorized and reserved, and covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Underwriter Warrant Shares upon exercise of this Underwriter Warrant as herein provided, the number of Underwriter Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Underwriter Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company represents and warrants that the Warrant Shares, when issued and paid for in accordance with the terms of the Transaction Documents and this Underwriter Warrant, will be issued free and clear of all security interests, claims, liens and other encumbrances arising through the Company, other than restrictions imposed by applicable securities laws. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed or quoted.

9.     Certain Adjustments. The Exercise Price and number of Underwriter Warrant Shares issuable upon exercise of this Underwriter Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a)     Stock Dividends and Splits. If the Company, at any time while this Underwriter Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares, (iii) combines its outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to the effective date of such event by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such effective date immediately before giving effect to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination or reclassification.  Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9(a), the number of Underwriter Warrant Shares that may be purchased upon exercise of this Underwriter Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Underwriter Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

(b)     Pro Rata Distributions. If the Company, at any time while this Underwriter Warrant is outstanding, distributes to all holders of Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset, excluding cash dividends or distributions to the holders of Common Stock paid out of current or retained earnings and declared by the Company’s Board of Directors (in each case, “Distributed Property”), then, upon any exercise of this Underwriter Warrant that occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the Underwriter Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Underwriter Warrant Shares had the Holder been the record holder of such Underwriter Warrant Shares immediately prior to such record date (provided, however, that to the extent the Holder’s right to participate in any such distribution would result in the Holder exceeding the Maximum Percentage (as defined in Section 11), then the Holder shall not be entitled to participate in such distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such distribution to such extent) and such distribution to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

(c)     Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the obligations of the Company under this Underwriter Warrant in accordance with the provisions of this Section 9(c). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Underwriter Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Underwriter Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Underwriter Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, the same amount and kind of securities, cash or property as the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction had this Underwriter Warrant been exercised immediately prior to such Fundamental Transaction, as adjusted in accordance with the provisions of this Underwriter Warrant. The provisions of this Section 9(c) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the exercise of this Underwriter Warrant.

For purposes hereof, the following terms shall have the following meanings:

“Fundamental Transaction” means that (A) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), or (5) reclassify its Common Stock, or (B) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

  “Successor Entity” means the Person formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into.

(d)     Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company.

(e)     Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment, in good faith, in accordance with the terms of this Underwriter Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and, if applicable, the adjusted number or type of Underwriter Warrant Shares or other securities issuable upon exercise of this Underwriter Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in reasonable detail the facts upon which such adjustment is based. The Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

(f)     Notice of Corporate Events. If, while this Underwriter Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) Trading days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

10.     Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds, unless the Holder satisfies its obligation to pay the Exercise Price through a “Cashless Exercise”, in which event the Company shall issue to the Holder the number of Underwriter Warrant Shares determined as follows:

X = Y [(A-B)/A]

Where:

X = the number of Underwriter Warrant Shares to be issued to the Holder;

Y = the total number of Underwriter Warrant Shares with respect to which this Underwriter Warrant is being exercised;

A = the arithmetic average of the Closing Sale Prices of shares of Common Stock for the five (5) consecutive Trading Days ending on the Trading Day immediately preceding the Exercise Date; and

B = the Exercise Price then in effect for the applicable Underwriter Warrant Shares at the time of such exercise.

For purposes hereof, the following term shall have the following meaning:

“Closing Sale Price” means, for the Common Stock as of a given date, the last trade price for such Common Stock on the Principal Trading Market, or, if such Principal Trading Market operates or begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such Common Stock prior to 4:00 p.m., New York City time.

“Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and/or quoted for trading, which, as of the date of this Underwriters Warrant is The Nasdaq Capital Market.

“Trading Market” means whichever of the New York Stock Exchange, the NYSE MKT, the Nasdaq Stock Market (any market tier) or the OTCQX or OTCQB tiered marketplace organized by OTC Markets Group.

11.     Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of Underwriter Warrant Shares that may be acquired by the Holder upon any exercise of this Underwriter Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% (the “Maximum Percentage”) of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 11 applies, the determination of whether this Underwriter Warrant is exercisable (in relation to other securities owned by such Holder) and of which a portion of this Underwriter Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Underwriter Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Underwriter Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 11, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, or, if more recent, the Company’s most recent Current Report on Form 8-K with such information, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Underwriter Warrant.

12.     No Fractional Shares. No fractional Underwriter Warrant Shares will be issued in connection with any exercise of this Underwriter Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Underwriter Warrant Shares to be issued shall be rounded down to the next whole number.

13.     Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via telecopy at the telecopy number specified in the Underwriting Agreement prior to 5:30 p.m., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via telecopy at the telecopy number specified in the Underwriting Agreement on a day that is not a Trading Day or later than 5:30 p.m., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. The address and facsimile number of a Person for such notices or communications shall be as set forth in the Underwriting Agreement unless changed by such Person by two Trading Days’ prior notice to the other Person(s) in accordance with this Section 13.

14.     Warrant Agent. The Company shall serve as warrant agent under this Underwriter Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Underwriter Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

15.     Miscellaneous.

(a)     No Rights as a Stockholder.  The Holder, solely in such Person’s capacity as a holder of this Underwriter Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Underwriter Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Underwriter Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Underwriter Warrant Shares which such Person is then entitled to receive upon the due exercise of this Underwriter Warrant. In addition, nothing contained in this Underwriter Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities, whether such liabilities are asserted by the Company or by creditors of the Company.

(b)     Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Underwriter Warrant Shares upon the exercise of any purchase rights under this Underwriter Warrant. The Company further covenants that its issuance of this Underwriter Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Underwriter Warrant Shares upon the exercise of the purchase rights under this Underwriter Warrant. The Company will take all such reasonable action as may be necessary to assure that such Underwriter Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock is listed. The Company covenants that all Underwriter Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Underwriter Warrant will, upon exercise of the purchase rights represented by this Underwriter Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation 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 of this Underwriter Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Underwriter Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Underwriter Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Underwriter Warrant Shares upon the exercise of this Underwriter Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Underwriter Warrant.

Before taking any action which would result in an adjustment in the number of Underwriter Warrant Shares for which this Underwriter Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(c)     Successors and Assigns. Subject to compliance with applicable securities laws, this Underwriter Warrant may be assigned by the Holder. This Underwriter Warrant may not be assigned by the Company without the written consent of the Holder except to a successor in the event of a Fundamental Transaction. This Underwriter Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Underwriter Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Underwriter Warrant.

(d)     Amendment and Waiver. The provisions of this Underwriter Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.

(e)     Acceptance. Receipt of this Underwriter Warrant by the Holder shall constitute acceptance of, and agreement to, all of the terms and conditions contained herein.

(f)     Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE PURCHASE AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g)     Headings. The headings herein are for convenience only, do not constitute a part of this Underwriter Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(h)     Severability. In case any one or more of the provisions of this Underwriter Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Underwriter Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Underwriter Warrant.

(i)       Remedies, Other Obligations, Breaches and Injunctive Relief.  The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Underwriter Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Underwriter Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

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IN WITNESS WHEREOF, the Company has caused this Underwriter Warrant to be duly executed by its authorized officer as of the date first indicated above.

MRI Interventions, Inc.

SCHEDULE 1

MRI INTERVENTIONS, INC.

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase shares of Common Stock under this Underwriter Warrant]

Ladies and Gentlemen:

Name of Holder:

(Signature must conform in all respects to the name of Holder as specified on the face of the Warrant)

Schedule 1

SCHEDULE 2

MRI INTERVENTIONS, INC.

FORM OF ASSIGNMENT

[To be completed and executed by the Holder only upon transfer of the Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth below, to:

, and hereby irrevocably constitutes and appoints ___________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises.

Schedule 2