Exhibit 4.2


 


NEITHER THESE SECURITIES NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Warrant No.: PR-[____]	Original Issue Date: December [__], 2015


 


MRI INTERVENTIONS, INC.


SERIES B 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,
a “Warrant Share,” and all such shares, the “Warrant Shares”) at an exercise price per share
equal to $0.5275 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise
Price”), at any time and from time to time on or after the date hereof (the “Original Issue Date”)
and through and including 5:30 p.m., New York City time, on December [__], 2020 (the “Expiration Date”), and
subject to the following terms and conditions:


 


This Series B Warrant (this “Warrant”)
is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement dated as of December 15,
2015, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants,
together with any other similar warrants issued by the Company as part of the same financing, are referred to herein, collectively,
as the “Warrants.”


 


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


 


2.          Registration
of Warrants. The Company shall register this 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 Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered
Holder of this 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 the restrictions on transfer set forth in Section 4.1 of the Purchase Agreement and compliance with
all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to the Company
at its address specified in the Purchase Agreement. Upon any such registration or transfer, a new warrant to purchase Common Stock
in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of
this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this 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 Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this
Section 3.


 




    	 



    	 



    

 



4.          Exercise
and Duration of Warrant.


 


(a)          All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant
at any time and from time to time on or after 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 Warrant not exercised
prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding.


 


(b)          The
Holder may exercise this 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 Warrant
Shares as to which this 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.” The delivery
by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the
Holder’s certification to the Company that its representations contained in Sections 3.2(c), (d) and (f) of the Purchase
Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder
that is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations
are true and correct as to such transferee Holder as of the 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 Warrant.


 


(c)          Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the
Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this 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 Warrant is submitted in connection with any exercise pursuant to this Section
4 and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares
with respect to which this 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 Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of 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 Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of 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 Warrant.


 


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


 



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5.          Delivery
of Warrant Shares.


 


(a)          Upon
proper exercise of this 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 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 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 Warrant Shares issuable upon
such exercise, free of restrictive legends, or (ii) if so requested by Holder, an electronic delivery of the Warrant Shares to
the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the
case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling
stockholder thereunder is not then effective or the Warrant Shares are not freely transferable under Rule 144 without satisfaction
of any conditions thereunder other than the Rule 144 holding period for non-affiliates, in which case such Holder shall receive
a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. 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
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 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 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 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 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 Warrant Shares or this 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 Warrant or receiving Warrant Shares upon exercise hereof.


 



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7.          Replacement
of Warrant. If this 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 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 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 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 Warrant Shares upon exercise of this Warrant as herein provided,
the number of 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 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 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 Warrant Shares issuable upon exercise of this 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 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 Warrant Shares that may be purchased upon exercise of this
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 Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.


 



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(b)          Pro
Rata Distributions. If the Company, at any time while this 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, including cash (in each case,
“Distributed Property”), then, upon any exercise of this 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
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 Warrant Shares had the Holder been the record holder of such 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 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 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 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 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 Warrant been exercised immediately
prior to such Fundamental Transaction, as adjusted in accordance with the provisions of this 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 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) reorganize, recapitalize
or 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.


 



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(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 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 Warrant Shares
or other securities issuable upon exercise of this 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 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 Warrant Shares determined as follows:


 


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


 


Where:


 


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


 


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


 


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


 


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


 


For purposes of Rule
144, it is intended, understood and acknowledged that the provisions above permitting “cashless exercise” are intended,
in part, to ensure that a full or partial exchange of this Warrant pursuant to such provisions will qualify as a conversion, within
the meaning of paragraph (d)(3)(ii) of Rule 144, and the holding period for the Warrant Shares shall be deemed to have commenced
as to such original Holder, on the date this Warrant was originally issued pursuant to the Purchase Agreement.


 


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


 


“Closing Sale
Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market for
such security, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last
trade price, then the last trade price of such security prior to 4:00 p.m., New York City time, or if the foregoing do not apply,
the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average
of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in OTC Pink (also known
as “Pink Sheets”) by OTC Markets Group Inc. (or any similar organization or agency succeeding to its functions of
reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board
of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’
determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 



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11.          Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this 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). By written notice to the Company, any Holder may increase or decrease the Maximum Percentage; provided that
(i) the Maximum Percentage may not be increased to an amount in excess of 9.99%, (ii) any such increase will not be effective
until the 61st day after such notice is delivered to the Company, and (iii) any such increase or decrease will apply only to the
Holder sending such notice and not to any other holder of Warrants. 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 Warrant is exercisable (in
relation to other securities owned by such Holder) and of which a portion of this 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 Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this 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 Warrant.


 


12.          No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the
next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any
such fractional shares.


 


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 (A) via facsimile at the facsimile number specified in the Purchase Agreement or (B) via email at the email address
specified in the Purchase 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 (A) via facsimile at the facsimile number specified in
the Purchase Agreement or (B) via email at the email address specified in the Purchase 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 Purchase 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 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 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.


 



    	7



    	 



    

 


15.          Miscellaneous.


 


(a)           No
Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this 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 Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this 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
Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this 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 Warrant Shares upon the exercise of any purchase
rights under this Warrant. The Company further covenants that its issuance of this 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 Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such 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 may be listed. The Company covenants that
all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this 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 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 Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any 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 Warrant Shares upon the exercise of this 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 Warrant.


 


Before taking any action which would result
in an adjustment in the number of Warrant Shares for which this 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 the restrictions on transfer set forth in this Warrant and in Section 4.1 of the Purchase Agreement,
and compliance with applicable securities laws, this Warrant may be assigned by the Holder. This 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 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 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 Warrant.


 



    	8



    	 



    

 


(d)          Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrants 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 holders having the right to acquire a majority of the Warrant Shares issuable upon exercise of all Warrants
at the time of such consent (and such amendment shall be binding as to all such Warrants); provided, however, the Holder may give
a waiver as to itself. Notwithstanding the foregoing, (i) this Warrant may be amended and the observance of any term hereunder
may be waived without the written consent of the Holder only in a manner which applies to all Warrants in the same fashion, (ii)
the number of Warrant Shares subject to this Warrant and the Exercise Price of this Warrant may not be amended, and the right
to exercise this Warrant may not be waived, without the written consent of the Holder, and (iii) the provisions of Section 9,
Section 10, Section 11, and Section 15(d) may not be amended without the written consent of the Holder. The Company shall give
prompt written notice to the Holder of any amendment hereof or waiver hereunder that was effected without the Holder’s written
consent.


 


(e)          Acceptance.
Receipt of this 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 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 Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this 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 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 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 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.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 



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


 


MRI Interventions,
Inc. 





	 	 	 
	By:	 	 
	Name: Harold A. Hurwitz	 
	Title:	  Chief Financial Officer
	 	 	 





 



    	 



    	 



    

 


SCHEDULE 1


 


MRI INTERVENTIONS, INC.


FORM OF EXERCISE NOTICE


 


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


 


Ladies and Gentlemen:


 


	(1)	The undersigned is the Holder of Warrant No. PR-__________ (the “Warrant”) issued by MRI Interventions, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


	(2)	The undersigned hereby exercises its right to purchase _____________ Warrant Shares pursuant to the Warrant.


 


	(3)	The undersigned intends that payment of the Exercise Price shall be made as (check one):


 


☐       Cash Exercise


 


☐       “Cashless Exercise” under Section 10 of the Warrant


 


	(4)	If the undersigned has elected a Cash Exercise, the Holder shall pay the sum of $_____________ in immediately available funds to the Company in accordance with the terms of the Warrant.


 


	(5)	Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.


 


	(6)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the undersigned will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11 of the Warrant to which this notice relates.


 





	Dated:	 	 





	 	 	 
	Name of Holder:	 
	 	 	 
	 	 	 
	By:	 	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 



(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:


 


	Name of Transferee (the “Transferee”)	Address	No. of Shares
	 	 	 


, 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.


 


In connection therewith, the undersigned
represents, warrants, covenants and agrees to and with the Company that:


 


	(a)	the offer and sale of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the Securities Act of 1933, as amended (the “Securities Act”), or another valid exemption from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States;


 


	(b)	the undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;


 


	(c)	the undersigned has read the Transferee’s investment letter included herewith, and to the undersigned’s actual knowledge, the statements made therein are true and correct; and


 


	(d)	the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable securities laws of the states of the United States.





 


Dated:                 _________    


 


	 	 	 
	(Person executing this Assignment signs here)	 	(Print name of person executing this Assignment)
	 	 	 
	(Signature must conform in all respects to name of the holder as specified on the face of the Warrant)
	 	 	 
	SIGNATURE GUARANTEED:	 	 
	 	 	 
	 	 	 
	(Name of Bank, Trust Company or Broker)	 	(Official Signature)


  



    	Schedule 2