MRI INTERVENTIONS, INC. UNDERWRITING AGREEMENT [ ] Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase [ ] of a Share of Common StockUnderwriting Agreement • July 25th, 2016 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • New York
MRI Interventions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and (ii) an aggregate of [ ] warrants (the “Firm Warrants”) to purchase an aggregate of [ ] shares of Common Stock (the “Firm Warrant Shares”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to (i) an additional [ ] shares of Common Stock (the “Option Shares”) and (ii) an aggregate of [ ] warrants (the “Option Warrants”) to purchase up to [ ] shares of Common Stock (the “Option Warrant Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”; the Firm Warrants and Option
MRI INTERVENTIONS, INC. WARRANT TO PURCHASE COMMON STOCKMri Interventions, Inc. • July 25th, 2016 • Surgical & medical instruments & apparatus • New York
This Underwriter Warrant (this “Underwriter Warrant”) is issued to the Underwriter as partial compensation for services rendered in connection with that certain Underwriting Agreement dated as of July [XX], 2016, by and between the Company and ROTH Capital Partners, LLC, as representative of the Underwriters named therein (the “Underwriting Agreement”). All such warrants, together with any other similar warrants issued by the Company as part of the same transaction, are referred to herein, collectively, as the “Warrants.”
