Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of December [__],
2015, by and among MRI Interventions, Inc., a Delaware corporation (the “Company”), and the several purchasers
signatory hereto (each, a “Purchaser,” and collectively, the “Purchasers”).


 


RECITALS


 


This Agreement is made
pursuant to the Securities Purchase Agreement dated as of December 15, 2015 between the Company and each Purchaser (the “Purchase
Agreement”).


 


NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and each of the Purchasers agree as follows:


 


1.          Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
has the meaning set forth in Section 6(c).


 


“Allowable
Suspension Period” has the meaning set forth in Section 6(c).


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereinafter
be reclassified.


 


“Company”
has the meaning set forth in the Preamble.


 


“Effective
Date” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective
by the Commission.


 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the seventy-fifth
(75th) calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to
the Initial Registration Statement or the New Registration Statement, the one hundred twentieth (120th) calendar day following
the Closing Date); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement
or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is
so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls
on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to
the next Business Day on which the Commission is open for business.


 


“Effectiveness
Period” has the meaning set forth in Section 2(b).


 


“Event”
has the meaning set forth in Section 2(c).


 


“Event Date”
has the meaning set forth in Section 2(c).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 






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“Filing Deadline”
means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the thirtieth
(30th) calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday,
Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day
on which the Commission is open for business.


 


“FINRA”
has meaning set forth in Section 3(i).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” has the meaning set forth in Section 5(c).


 


“Indemnifying
Party” has the meaning set forth in Section 5(c).


 


“Initial Registration
Statement” has the meaning set forth in Section 2(a).


 


“Losses”
has the meaning set forth in Section 5(a).


 


“New Registration
Statement” has the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to such
prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such prospectus.


 


“Purchase
Agreement” has the meaning set forth in the Recitals.


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Preamble.


 


“Registrable
Securities” means all of (i) the Shares, (ii) the Warrant Shares and (iii) any securities issued or issuable
upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided,
that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and, provided further, that with
respect to a particular Holder, such Holder’s Shares and Warrant Shares shall cease to be Registrable Securities upon the
earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in
which case, only such Shares or Warrant Shares sold by the Holder shall cease to be a Registrable Securities and the remaining
Shares or Warrant Shares held by such Holder shall continue to be Registrable Securities); or (B) becoming eligible for resale
by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information required
under Rule 144 and without volume or manner-of-sale restrictions (assuming for purposes of the foregoing determination, “cashless
exercise” of all Warrants) as determined by Company Counsel, pursuant to a written opinion letter to such effect that is
addressed and delivered to, and reasonably acceptable to, the Transfer Agent.


 


“Registration
Delay Payments” has the meaning set forth in Section 2(c).


 


“Registration
Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the
resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial
Registration Statement, the New Registration Statement and any Remainder Registration Statement), amendments and supplements to
such registration statements, including post-effective amendments, and all exhibits and all material incorporated by reference
or deemed to be incorporated by reference in such registration statements.


 


“Remainder
Registration Statement” has the meaning set forth in Section 2(a).


 






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“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Guidance”
means (i) any publicly-available written guidance, comments, requirements or requests of the Commission staff and (ii) the
Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 


“Shares”
means the shares of Common Stock issued or issuable to the Purchasers pursuant to the Purchase Agreement, other than the Warrant
Shares.


 


“Warrants”
means the A Warrants (as defined in the Purchase Agreement) and B Warrants (as defined in the Purchase Agreement) issued pursuant
to the Purchase Agreement. The Placement Agent and/or its respective designees are also receiving placement agent warrants as compensation
for services rendered in connection with the transactions set forth in the Purchase Agreement, which warrants shall also constitute
“Warrants” for purposes of this Agreement.


 


“Warrant Shares”
means the shares of Common Stock issued or issuable upon exercise of the Warrants.


 


2.           Registration.


 


(a)          On
or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities,
by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration
Statement”). The Initial Registration Statement shall be on Form S-1 or such other form available to the Company to register
for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e), and shall
contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration
Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may
be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth
in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as
a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the
Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement
and file a new registration statement (a “New Registration Statement”), in either case covering the maximum
number of Registrable Securities permitted to be registered by the Commission, on such form available to the Company to register
for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration
Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration
of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance
and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation
of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering
(and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater
number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be
reduced as follows: the Company shall reduce the Registrable Securities to be included by all Holders on a pro rata basis based
on the total number of unregistered Registrable Securities held by such Holders (with each Holder deciding, in its sole discretion,
the manner in which its Registrable Securities subject to reduction shall be reduced), subject to a determination by the Commission
that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. In
the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly
as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration
statements on such form available to the Company to register for resale those Registrable Securities that were not registered for
resale on the Initial Registration Statement, as amended, or the New Registration Statement (each, a “Remainder Registration
Statement”).


 






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(b)          The
Company shall use its best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable
and, with respect to the Initial Registration Statement or a New Registration Statement, as applicable, no later than the Effectiveness
Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated
under the Securities Act), and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective
under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration
Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration
Statement may be sold by non-affiliates without volume or manner-of-sale restrictions under Rule 144, without the requirement for
the Company to be in compliance with the current public information requirements under Rule 144 (assuming for purposes of the foregoing
determination, “cashless exercise” of the Warrants) as determined by Company Counsel pursuant to a written opinion
letter to such effect, addressed and delivered to, and reasonably acceptable to, the Transfer Agent (the “Effectiveness
Period”). The Company shall notify the Holders via fax transmission or electronic mail of the effectiveness of a Registration
Statement prior to 9:00 A.M. New York City time on the first Trading Day after the Effective Date. The Company shall, by 9:30 A.M.
New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required
by Rule 424(b).


 


(c)          If:
(i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the
Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or
otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, (iii) after its Effective Date,
(A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s
failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities included in such
Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities
(in each case of (A) and (B), other than during an Allowable Suspension Period), or (iv) after the date that is six months
following the Closing Date, and only in the event a Registration Statement is not effective or available to sell all Registrable
Securities, the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act
such that it is not in compliance with Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell
Registrable Securities without restriction under Rule 144 (any such failure or breach in clauses (i) through (iv) above
being referred to as an “Event,” and the date on which such Event occurs being referred to as an “Event
Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, the Company shall
pay to each Holder, as partial liquidated damages and not as a penalty (“Registration Delay Payments”), (1)
on each such Event Date, an amount in cash equal to two percent (2.0%) of the aggregate purchase price paid by such Holder pursuant
to the Purchase Agreement for any unregistered Registrable Securities held by such Holder on the Event Date, and (2) on each monthly
anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event
is cured, an amount in cash equal to two percent (2.0%) of the aggregate purchase price paid by such Holder pursuant to
the Purchase Agreement for any unregistered Registrable Securities held by such Holder on the Event Date. The parties agree that,
notwithstanding anything to the contrary herein or in the Purchase Agreement, (1) no Registration Delay Payments shall be payable
(x) if, as of the relevant Event Date, the Registrable Securities may be sold by non-affiliates without volume or manner of
sale restrictions under Rule 144 and the Company is in compliance with the current public information requirements under Rule 144,
as determined by Company Counsel pursuant to a written opinion letter to such effect, addressed and delivered to, and reasonably
acceptable to the Transfer Agent, or (y) with respect to any period after the expiration of the Effectiveness Period (it being
understood that this clause shall not relieve the Company of any Registration Delay Payments accruing prior to the expiration of
the Effectiveness Period), (2) in no event shall the aggregate amount of Registration Delay Payments payable to a Holder exceed,
in the aggregate, ten percent (10%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement,
and (3) in no event shall the Company be liable in any thirty (30) day period for Registration Delay Payments under this
Agreement in excess of two percent (2.0%) of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement.
If the Company fails to pay any Registration Delay Payments pursuant to this Section 2(c) in full within five Business
Days after the date payable, the Company will pay interest thereon at a rate of one and one-half percent (1.5%) per month
(or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such
Registration Delay Payments are due until such amounts, plus all such interest thereon, are paid in full. The Registration Delay
Payments pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an
Event, except in the case of the first Event Date. The Company shall not be liable for Registration Delay Payments under this Agreement
as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely
to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such
time as the provisions of this Agreement as to a Remainder Registration Statement required to be filed hereunder are triggered,
in which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case, the Registration
Delay Payments shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance
with SEC Guidance to be included in such Registration Statement. With respect to any Purchaser that fails to timely provide the
Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements
of the Securities Act, the Effectiveness Deadline for a Registration Statement shall be extended without default or Registration
Delay Payments hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement
on a timely basis results from the failure of such Purchaser to timely provide the Company with such information (for purposes
of clarification, the Effectiveness Deadline would be extended only with respect to Registrable Securities held by such Purchaser
and not with respect to Registrable Securities held by other Purchasers that have not failed to timely provide the Company with
such information).


 






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(d)          Each
Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than 10 Trading Days following the
date of this Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling security holder in the
Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has
returned to the Company a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities returns
a Selling Stockholder Questionnaire after its deadline, the Company shall use its commercially reasonable efforts to take such
actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or
post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire. Each Holder acknowledges and agrees that the information
in the Selling Stockholder Questionnaire as described in this Section 2(d) will be used by the Company in the preparation
of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.


 


(e)          Each
Holder acknowledges that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder as of
the date of this Agreement. As such, the Company shall (i) register the resale of the Registrable Securities on another appropriate
form and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available; provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.


 


3.           Registration
Procedures. In connection with the Company’s registration obligations hereunder:


 


(a)          The
Company shall, not less than three Trading Days prior to the filing of each Registration Statement and not less than one Trading
Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to the Holder
copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents
will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on
the aforementioned documents within such three Trading Day or one Trading Day period, as the case may be, then the Holder shall
be deemed to have consented to and approved the use of such documents) and (ii) use commercially reasonable efforts to cause
its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable review.


 






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(b)          (i)
The Company shall prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to
each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement
continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) the Company shall cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) the Company shall respond as promptly as reasonably
practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and,
as promptly as reasonably practicable, provide the Holders true and complete copies of all correspondence from and to the Commission
relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments
that would result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) the
Company shall comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities
shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by
the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided,
however, that each Purchaser shall be responsible for the delivery of the Prospectus to the Persons to whom such Purchaser sells
any of the Registrable Securities (including in accordance with Rule 172 under the Securities Act), and each Purchaser agrees to
dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration Statement
and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration
Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b) by reason
of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company
shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company
to amend or supplement such Registration Statement was filed.


 


(c)          The
Company shall notify the Holders (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by
an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable
(and, in the case of (i)(A) below, not less than one Trading Day prior to such filing): (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies
the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in
writing on any Registration Statement (in which case the Company shall provide to each of the Holders true and complete copies
of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan of Distribution”
and all written responses thereto, but not information that the Company believes would constitute material and non-public information);
and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of
any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information that pertains to the Holders as “Selling Stockholders” or the
“Plan of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority
of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement
made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so
that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made)
not misleading.


 






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(d)          The
Company shall use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any
order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.


 


(e)          The
Company shall, if requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished
or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall
have no obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.


 


(f)          The
Company shall, prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or
qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration
or qualification) of such Registrable Securities for the resale by the Holder under the securities or blue sky laws of such jurisdictions
within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable
the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject
the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction.


 


(g)          If
requested by a Holder, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates
shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holder may reasonably request. Notwithstanding the foregoing, upon Holder’s request, certificates
for Registrable Securities free from all restrictive legends shall instead be transmitted by the Transfer Agent to a Holder by
crediting the account of such Holder’s prime broker with DTC as directed by such Holder.


 


(h)          The
Company shall, following the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable
(taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders
of the premature disclosure of such event), prepare and file a supplement or amendment, including a post-effective amendment, to
the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any
Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of
the circumstances under which they were made) not misleading.


 


(i)           The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of
Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority
(“FINRA”) affiliations, (iii) any natural persons who have the power to vote or dispose of any shares of
Common Stock beneficially owned by such Holder and any Affiliate thereof, and (iv) any other information as may be requested
by the Commission, FINRA or any state securities commission. During any periods that the Company is unable to meet its obligations
hereunder with respect to the registration of Registrable Securities because any Holder fails to furnish such information within
three (3) Trading Days of the Company’s request, any Registration Delay Payments that are accruing at such time as to
such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such
Holder only, until such information is delivered to the Company.


 


(j)           The
Company shall cooperate with any registered broker-dealer through which a Holder proposes to make sales of its Registrable Securities
in effecting such broker-dealer’s filing with FINRA pursuant to FINRA Rule 5110, as reasonably requested by any such Holder,
and the Company shall pay the filing fee required for the first such filing within two (2) Business Days of the request therefor
(so long as the broker-dealer is receiving no more than a customary brokerage commission in connection with such sales).


 






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(k)           The
Company agrees to deliver promptly to each Holder, without charge, as many copies of each Prospectus (including each form of prospectus)
and each amendment or supplement thereto as such Holder may reasonably request.


 


(l)            The
Company shall make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date
(as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective
date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(m), “Availability Date”
means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement,
except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date”
means the 90th day after the end of such fourth fiscal quarter).


 


4.           Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any
Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed or quoted for trading, and (B) with respect to compliance with applicable state securities
or blue sky laws (including, without limitation, fees and disbursements of Company Counsel in connection with blue sky qualifications
or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of Company Counsel, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties) and the expense of any annual audit. In no event shall the Company be responsible
for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction
Documents, any legal fees or other costs of the Holders.


 


5.           Indemnification.


 


(a)          Indemnification
by the Company. The Company shall indemnify, defend and hold harmless each Holder, its officers, directors, agents, partners,
members, managers, stockholders, Affiliates and employees, each Person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders,
agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation
and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of
or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act,
Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations
under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements,
omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the
Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood
that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence of an event of the
type specified in Section 3(c)(iii)-(v), the Holder uses an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice
contemplated in Section 6(d) below or (C) any such Losses arise out of the Holder’s (or any other indemnified
Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required,
pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly
of the institution of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which
the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by
the Holders.


 






    	8



    	 



    

 


(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents, stockholders, Affiliates and employees, each Person who controls the Company (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents or employees of
such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, that arise
out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading (i) to the extent that such untrue statements, alleged untrue statements, omissions or alleged
omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly
for use therein or (ii) to the extent that such information relates to such Holder or such Holder’s proposed method
of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in a Registration
Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that the Holder
has approved Annex A hereto for this purpose) or (iii) in the case of an occurrence of an event of the type specified
in Section 3(c)(iii)-(v), to the extent the Holder uses an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated
in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification
obligation.


 


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable
fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such
notice shall not relieve the Indemnifying Party of its obligations or liabilities under this Section 5, except (and only)
to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the
named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided,
that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time
for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


 






    	9



    	 



    

 


Subject to the terms
of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5)
shall be paid to the Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification
hereunder).


 


(d)          Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions
that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or
relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was
available to such party in accordance with its terms.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (i) no Holder shall
be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by
such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) no
contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify the
Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


 


The indemnity and contribution
agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.


 






    	10



    	 



    

 


6.          Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.


 


(b)          Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration
Statement.


 


(c)          Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(c)(iii)-(v), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
Notwithstanding any provision herein to the contrary, the Company shall be entitled to exercise its right under this Section 6(c)
to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial Registration Delay Payments
otherwise required pursuant to Section 2(c), for a period not to exceed 20 consecutive calendar days or 60 calendar
days (which need not be consecutive days) in any 12 month period (each suspension period complying with this provision, an
“Allowable Suspension Period”).


 


(d)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
or waived unless the same shall be in writing and signed by the Company and Holders holding no less than 66.66% of the then outstanding
Registrable Securities (which, for this purpose, must include any Major Purchaser (as such term is defined in the Purchase Agreement)
that is a holder of then outstanding Registrable Securities); provided, that any party may give a waiver as to itself; and, provided
further, that the provisions of this Agreement may be amended and the observance of any provisions hereunder may be waived without
the consent of a Holder only in a manner which applies to all Holder in the same fashion. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders
and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities
to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the immediately preceding sentence.


 


(e)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.


 


(f)           Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights or
obligations hereunder without the prior written consent of Holders holding no less than 66.66% of the then outstanding Registrable
Securities, except in the event of a merger or in connection with another entity acquiring all or substantially all of the Company’s
assets. Each Holder may assign its respective rights hereunder with respect to its Registrable Securities in the manner and to
the Persons as permitted under the Purchase Agreement; provided, in each case that (i) the Holder agrees in writing with the
transferee or assignee to assign such rights and related obligations under this Agreement, and for the transferee or assignee to
assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment,
(ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred
or assigned, (iii) at or before the time the Company received the written notice contemplated by clause (ii) of this
sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and
(iv) the transferee is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.


 






    	11



    	 



    

 


(g)          Execution
and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.


 


(h)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.


 


(i)           Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(j)           Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(k)          Headings.
The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.


 


(l)           Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and
not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase the Securities pursuant to the
Transaction Documents has been made independently of any other Purchaser. Nothing contained herein or in any other agreement or
document delivered at Closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser
acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and
that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Securities or enforcing
its rights under the Transaction Documents. Each Purchaser shall be entitled to protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an
additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with
the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was
required or requested to do so by any Purchaser.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Registration Right Agreement to be duly executed as of the date first indicated above.



 


	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 











 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 



    	 



    

 





[PURCHASER SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT]










 


If Purchaser is an INDIVIDUAL, or if purchased as JOINT TENANTS,
as TENANTS IN COMMON or as COMMUNITY PROPERTY:





	 	 	 	 
	 	 	 	 
	Print Name	 	Print Name	 
	 	 	 	 
	 	 	 	 
	Signature of Purchaser	 	Signature of Purchaser	 







 


If Purchaser is a CORPORATION, LIMITED
LIABILITY COMPANY, PARTNERSHIP or TRUST:  

	 	 	 	 	 	 
	Name of Entity	 	 
	 	 	 
	By:	 	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 	 


 






    	 



    	 



    

 


ANNEX A


 


PLAN OF DISTRIBUTION


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;



 


		·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted by applicable law.



 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b) or other applicable
provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors-in-interest
as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this
prospectus.


 


In connection with
the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


  






    	Annex A



    	 



    

 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will
receive the exercise price of the warrants.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular
offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement that includes this prospectus.


 


In order to comply
with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 


We have advised the
selling stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales
of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable,
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating
to the registration of the shares offered by this prospectus.


 


We have agreed with
the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier
of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.


 






    	Annex A



    	 



    

 



ANNEX B


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of shares of the common stock, par value $0.01 per share, of MRI Interventions, Inc. (the “Company”) issued
pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of December 15, 2015, understands that the Company intends to file with the Securities and Exchange Commission a registration statement (the
“Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of that
certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of December 15, 2015
(the “Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Agreement.


 


In order to sell or
otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities
generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented,
the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule
172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as
described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders
in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within
10 Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration
Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.


 


Certain legal consequences
arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a
selling stockholder in the Resale Registration Statement and the Prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item
(3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands
and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate and complete:


 






    	Annex B



    	 



    







 


QUESTIONNAIRE


 


1.            Name:


 


  (a)        Full Legal Name of Selling Stockholder: 





	 



 





                (b)       Full Legal Name of Registered Holder (if not
the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:


	 



 


               (c)        Full Legal Name of Natural Control Person (which
means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by
the questionnaire):


	 



 


2.             Address for Notices to Selling Stockholder:


	 


	 


	 



 





	 	Telephone:	 



 





	 	Fax:	 



 





	 	Contact Person:	 






 





	 	E-mail address of Contact Person:	 











 


3.             Beneficial Ownership of Registrable Securities Issuable
Pursuant to the Purchase Agreement:


 





                (a)         Type
and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:

	 



 


                (b)         Number of shares of Common Stock to be registered
pursuant to this Notice for resale:


	 



 


4.             Broker-Dealer Status:





 





                (a)         Are you a broker-dealer?


 


Yes    ☐       
  No    ☐






    	Annex B



    	 



    

 


                (b)        If “yes” to Section
4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?


 





Yes    ☐       
 No    ☐


 


Note: If no, the
Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.


 


                (c)         Are you an affiliate of a broker-dealer?





 


Yes    ☐       
 No    ☐


 


Note: If yes, provide a narrative explanation
below:

	 


	 


	 



 


                (d)        If you
are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business,
and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Securities?


 





Yes    ☐       
 No    ☐


 


Note: If no, the
Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.


 


5.           Beneficial Ownership of Other
Securities of the Company Owned by the Selling Stockholder.


 


Except as set forth
below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the
Registrable Securities listed above in Item 3.


 


Type and amount of
other securities beneficially owned:

	 


	 



 


6.            Relationships with the Company:


 


Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities
of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors
or affiliates) during the past three years.


 


State any exceptions here:

	 


	 



 






    	Annex B



    	 



    

 


7.            Plan
of Distribution:


 


The undersigned
has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that,
except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct
and complete.


 


State any exceptions
here:

	 


	 



 


***********


 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder shall be made
pursuant to the terms of the Agreement. In the absence of any such notification, the Company shall be entitled to continue to rely
on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above
and the inclusion of such information in the Resale Registration Statement and the Prospectus. The undersigned understands that
such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration
Statement and the Prospectus.


 


By signing below, the
undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable
Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers
to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights
Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.


 


The undersigned confirms
that, to the best of its knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire)
are correct and complete.


 


IN WITNESS WHEREOF
the undersigned has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent. 








	 	 	 
	Dated:                       
     , 2015	BENEFICIAL OWNER	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	Annex B