Exhibit 10.2


 


OMNIBUS AMENDMENT


 


THIS OMNIBUS AMENDMENT
(this “Amendment”) is made and entered into as of June 30, 2016, by and between MRI INTERVENTIONS, INC.,
a Delaware corporation (the “Company”) and BRAINLAB AG (the “Holder”).


 


WHEREAS,
the Company issued to the Holder that certain Second Amended and Restated Secured Note Due 2018 in the principal amount of $2,000,000
dated as of April 4, 2016 (the “Note”);


WHEREAS,
the Company issued to the Holder that certain Series A Warrant to Purchase Common Stock dated as of April 4, 2016 entitling the
Holder to purchase up to 1,398,288 shares of the Company’s common stock at an exercise price per share equal to $0.4058 (the
“Warrant”); and


WHEREAS, the
Company and the Holder desire to amend the Note and the Warrant to allow and provide for certain matters all as hereinafter set
forth;


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:


	 	1.	Amendments to the Note.



 


1.1    Amendment
to Section 1. Section 1 of the Note (Definitions) is hereby amended by adding the following new defined terms:


“Common
Stock” means the Company’s common stock, par value $0.01 per share.


“Conversion
Date” means the date of the closing of a Qualified Public Offering.


“Convertible
Stock” means stock that is convertible into or exchangeable for Common Stock.


“Equity
Security” means (i) Common Stock, and/or (ii) Convertible Stock, and/or (iii) Warrants.


“National
Securities Exchange” means the New York Stock Exchange, the NYSE MKT, the National Market System of the Nasdaq Stock
Market, or a national securities exchange or tier or segment thereof, including, without limitation, The Nasdaq Capital Market,
that the U.S. Securities and Exchange Commission has found has listing standards that are substantially similar to the foregoing.


“Offered
Security” means the Equity Security offered and sold in the Qualified Public Offering.


“Public
Offering Price” means the public offering price of the Offered Security.


 



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“Qualified
Public Offering” means the sale of an Equity Security to a third party that is not an affiliate of the Company in a public offering pursuant to an effective registration statement
under the Securities Act, provided that, at the time of the closing of such sale, the Common Stock is listed, or approved or authorized
for listing, on a National Securities Exchange.


“Warrants”
means warrants or other rights to subscribe for or to purchase Common Stock.


1.2     Amendment to Section 2(c)
(Principal). Section 2(c) of the Note (Principal) is hereby amended by deleting the section in its entirety and substituting
the following therefor: “Subject to earlier payment or conversion as provided for elsewhere in this Note, all principal and
all accrued, but unpaid interest shall be immediately due and payable by the Company to Brainlab on the Maturity Date.”


 


1.3     Note Conversion. The
Note is hereby amended by adding the following new Section 11:


 


	 	“11.	CONVERSION



 


(a)     Notwithstanding
any provision herein to the contrary, immediately prior to the closing of a Qualified Public Offering, five hundred thousand
dollars ($500,000) of the outstanding principal amount of this Note (the “Conversion Principal Balance”),
together with all unpaid accrued interest on such Conversion Principal Balance, shall automatically be converted into such
number of the Offered Security that is equal to the Conversion Principal Balance and all unpaid accrued interest thereon
divided by the Public Offering Price. Brainlab shall be deemed to have become holder of record of such number of Offered
Security as of the Conversion Date.


(b)     Upon
conversion of this Note, Brainlab shall deliver to the Company (i) the original of this Note for cancellation and reissuance by the Company of a  new note reflecting the remaining principal balance or (ii) a notice
to the effect that the original Note has been lost, stolen or destroyed and an agreement reasonably satisfactory to the Company
whereby the Holder agrees to indemnify the Company from any loss incurred by the Company in connection with the inability of the Holder to deliver this Note.


(c)     If
any fraction would, except for the provisions of this Section 11(c), result from conversion of this Note, the number of
the Offered Security into which this Note is converted shall be rounded up to the nearest whole number.”


1.3     General.
The Note, and any and all other agreements, documents or instruments hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Note as amended hereby, are hereby amended so that any reference in such documents to the Note
shall mean a reference to the Note as amended hereby. The terms and provisions set forth in this Amendment shall modify and supersede
all inconsistent terms and provisions set forth in the Note and, except as expressly modified and superseded by this Amendment,
the terms and provisions of the Note are ratified and confirmed and shall continue in full force and effect.



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	 	2.	Amendments to the Warrant.



 


2.1     Qualified
Public Offering. The Warrant is hereby amended by adding the following new Section 9(g):


	 	“(g)	Qualified Public Offering.



 


(i)     If the
Company closes a Qualified Public Offering and the Public Offering Price is less than the Exercise Price in effect immediately
prior to the closing of such Qualified Public Offering, then the Exercise Price for the Applicable Warrant Shares, and only the
Applicable Warrant Shares, shall be reduced to equal such Public Offering Price; provided, however, that if (A) the
Offered Security is or includes Convertible Stock and/or Warrants and (B) the Conversion/Strike Price thereof is both (1) less
than the Exercise Price in effect immediately prior to the closing of the Qualified Public Offering and (2) greater than the Public
Offering Price, then the Exercise Price for the Applicable Warrant Shares shall instead be reduced to equal such Conversion/Strike
Price. For the avoidance of any doubt whatsoever, the closing of a Qualified Public Offering shall not result in any adjustment
to the Exercise Price for any Warrant Shares other than the Applicable Warrant Shares.”


(ii)     In addition
to the definitions set forth in this Warrant, for purposes of this Section 9(g):


“Applicable
Warrant Shares” means one hundred percent (100%) of the total number of Warrant Shares that may be purchased upon exercise of
this Warrant.


“Conversion/Strike
Price” means, as applicable, the highest price per whole share for which Common Stock is issuable upon exercise of Warrants
or upon conversion or exchange of Convertible Stock.


“Convertible
Stock” means stock that is convertible into or exchangeable for Common Stock.


“Equity
Security” means (A) Common Stock, and/or (B) Convertible Stock, and/or (C) Warrants.


“National
Securities Exchange” means the New York Stock Exchange, the NYSE MKT, the National Market System of The Nasdaq Stock
Market, or a national securities exchange or tier or segment thereof, including, without limitation, The Nasdaq Capital Market,
that the U.S. Securities and Exchange Commission has found has listing standards that are substantially similar to the foregoing.


“Offered
Security” means the Equity Security offered and sold in the Qualified Public Offering.


“Public
Offering Price” means the public offering price of the Offered Security.



 



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“Qualified
Public Offering” means the sale of an Equity Security in a public offering to a third party that is not an affiliate of the Company pursuant to an effective registration statement
under the Securities Act, provided that, at the time of the closing of such sale, the Common Stock is listed, or approved or authorized
for listing, on a National Securities Exchange.


2.2     General.
The Warrant, and any and all other agreements, documents or instruments hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Warrant as amended hereby, are hereby amended so that any reference in such documents to
the Warrant shall mean a reference to the Warrant as amended hereby. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the Warrant and, except as expressly modified and superseded
by this Amendment, the terms and provisions of the Warrant are ratified and confirmed and shall continue in full force and effect.


	 	3.	Miscellaneous.



 


3.1     Certain
Representations. The Holder represents and warrants to the Company that: (a) the Holder is the legal, beneficial and record
owner of the Note and the Warrant; (b) if the Holder is not an individual, the execution and delivery of this Amendment by the
Holder have been duly authorized by all necessary action on the part of the Holder; (c) this Amendment has been duly executed and
delivered by the Holder; (d) this Amendment constitutes the valid and legally binding obligation of the Holder enforceable against
the Holder in accordance with its terms; (e) the Holder, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of entering
into this Amendment, and has so evaluated such merits and risks, and (f) the Holder has been afforded (i) the opportunity to ask
such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms
and conditions of this Amendment, and (ii) the opportunity to obtain such information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed decision with respect to this Amendment.


3.2     Tax
Matters. The Holder acknowledges and affirms that (a) the Holder has been advised to consult its own tax advisor(s) regarding
the application of U.S. federal income tax laws to the Holder with respect to this Amendment, as well as any tax consequences arising
under U.S. federal estate or gift tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction, and (b)
the Holder has not relied upon any statements made by the Company or any of its agents, employees or representatives regarding
any tax consequences to the Holder with respect to this Amendment.


3.3     Governing
Law. This Amendment shall for all purposes be construed in accordance with and governed by the laws of the State of New York
without regard to the principles of conflicts of law thereof.


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



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3.5     Counterparts.
This Amendment may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall
be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


[The next page is
the signature page]




 

 

 

 

 

 




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IN WITNESS WHEREOF,
the Company and the Holder have caused this Amendment to be executed and delivered effective as of the day and year first written
above.


THE COMPANY:


MRI INTERVENTIONS,
INC.


 


	By:	 
	 	 
	Name: 	 
	 	 
	Title:	 


 

 


THE HOLDER:

 




BRAINLAB AG


 

 




	By:	 
	 	 
	Name: 	 
	 	 
	Title:	 




 

 

 

 

 



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