Company Release. Effective upon delivery of the Settlement Amount by the Company to the Lender in accordance with the Settlement Instructions, the Company, on behalf of itself and its successors and assigns, hereby forever waives, releases and discharges, and hereby covenants not to assert or prosecute, any and all claims (including, without limitation, cross-claims, counterclaims, rights of setoff and recoupment), causes of action, demands, suits, costs, expenses and damages arising out of actions taken under the Indebtedness Documents or any failure to act under the Indebtedness Documents that it now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (the “Company Released Claims”, and collectively with the Lender Released Claims, the “Released Claims”), against the Lender (in its capacity as a lender or in any other capacity) and any its subsidiaries and affiliates, and each its successors, assigns, officers, directors, employees, agents, attorneys and other representatives (collectively, the “Lender Releasees”, and collectively with the Company Releasees, the “Releasees”), based in whole or in part on facts, whether or not known, existing on or prior to the Effective Date.

The Employee hereby represents and warrants to the Company that # the execution, delivery and performance of this Agreement by the Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Employee is a party or by which he is bound, # the Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Employee, enforceable in accordance with its terms. The Employee hereby acknowledges and represents that he has consulted with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Employee’s Successors. The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Employee’s Obligations. Employee agrees to take all reasonably necessary actions to enable Company to obtain, register, perfect and/or otherwise protect its rights in Company Intellectual Property in the United States and all foreign countries. Employee irrevocably waives any “moral rights,” or other rights with respect to attribution of authorship or integrity of Company Intellectual Property, that Employee may have under any applicable law under any legal theory.

Employee’s Representations. Employee represents that Employee is not subject to any agreement or obligation that would prevent or limit Employee from entering into this Agreement or that would be breached upon performance of Employee’s duties under this Agreement, including but not limited to any duties owed to any former employers not to compete. If Employee possesses any information that Employee knows or should know is considered by any third party, such as a former employer of Employee’s, to be confidential, trade secret, or otherwise proprietary, Employee shall not disclose such information to [[Organization A:Organization]] or use such information to benefit [[Organization A:Organization]] in any way.

Employee’s Representations. You represent and warrant that:

Employee’s Acknowledgement. Employee acknowledges and agrees that, except for this Agreement, Employee would have no right to receive the benefits described in Section 7.

Release of the Company. Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges the Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys (the “Released Parties”), from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorneys’ fees and costs, or liabilities whatsoever, in law or in equity, which Executive ever had or now has against the Released Parties, including, without limitation, any claims arising by reason of or in any way connected with any employment relationship which existed between the Company or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this Release is intended to cover all actions, causes of action, claims or demands for any damage, loss or injury, whether known or unknown, of any nature whatsoever, including those which may be traced either directly or indirectly to the aforesaid employment relationship, or the termination of that relationship, that Executive has, had or purports to have, from the beginning of time to the date of this Release, and including but not limited to claims for employment discrimination under federal or state law, except as provided in Paragraph 2; claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., Title VII of the Civil Rights Act, 42 U.S.C. § 2000(e), et seq., or the Americans With Disabilities Act, 42 U.S.C. § 12101 et seq.; claims for statutory or common law wrongful discharge, claims arising under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; claims for attorney’s fees, expenses and costs; claims for defamation; claims for emotional distress; claims for wages or vacation pay; claims for benefits, including any claims arising under the Executive Retirement Income Security Act, 29 U.S.C. § 1001, et seq.; and claims under any other applicable federal, state or local laws or legal concepts; provided, however, that nothing herein shall release the Company of # obligations to Executive to make termination payments under § 8 of the Employment Agreement or any other rights under the Employment Agreement, # any indemnification obligations to Executive under the Company’s bylaws, certificate of incorporation, Delaware law or otherwise; # obligations with respect to insurance coverage under any directors’ and officers’ liability insurance policies; # any rights that Executive may have as a stockholder of the Company; or # vested interests in any pension plan or other benefit or deferred compensation plan.

Payment Following Resignation/Release. Upon: 1) Employee’s Resignation and execution of this Agreement; 2) Employee’s execution of the Resignation General Release attached as Exhibit A hereto as on March 1, 2016 or thereafter; and 3) the expiration of the seven (7) day Revocation Period in the Resignation General Release without the revocation of such release, the Company shall pay Employee a lump sum payment of $443,500 (the “Resignation Payment”). The parties acknowledge that the Resignation Payment is consideration for Employee entering into this Agreement (and in particular his taking on the Restrictive Covenants in Section 4 of the Agreement) and his release of claims in the Resignation General Release. Employee acknowledges that the Resignation Payment is in addition to any compensation Employee has earned from the Company through the Transition Start Date and that Employee would not be entitled to the Resignation Payment but for Employee’s execution of this Agreement and Exhibit A, the Resignation General Release.

The Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Employee in the course of or incident to his employment hereunder belongs to Employer and shall be promptly returned to Employer upon termination of the Employee’s employment. The term “personal property” includes, without limitation, all office equipment, laptop computers, cell phones (excluding any cellular telephone number, which Employee shall have the right to retain), books, manuals, records, reports, notes, contracts, requests for proposals, bids, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), and all other proprietary and non-proprietary information relating to the business of Employer. Following termination of his employment hereunder, the Employee will not retain any written or other tangible material of Employer.

Employee’s Right to Revoke. The parties acknowledge that Employee shall have the right to revoke and cancel this Agreement if Employee, at any time within the seven-day period following its execution, revokes it. If Employee desires to revoke and cancel this Agreement, he must do so in writing and he shall return this document to the Company’s Chief Executive Officer, and all terms of the Agreement shall be void and of no effect.

Significance of Employee’s Signature. Employee’s signature below indicates that Employee:

Confidentiality. Subject to paragraph 5, Employee will not disclose the terms of this Release to any person unless required by law without the written consent of the Company, except to Employee’s legal, financial and tax advisors, and members of Employee’s immediate family, and any prospective or subsequent employer as respects any of Employee’s obligations under paragraphs 6 through 9 who may need to be informed of these terms of this Release. If Employee does tell any of the persons listed in the preceding sentence about the Release or its contents, Employee must immediately tell them that they must keep the disclosed information confidential as well.

[Employee’s Signature Page to Separation Agreement and General Release]

Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following # the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with [Section 12.8(b)(vii)])) or # the determination by Administrative Agent and L/C Issuer that there exists excess Cash Collateral;

Release. The receipt of any payments and/or other benefits under this Agreement in excess of Accrued Benefits is subject to Executive signing and not revoking a separation agreement and release of claims in the form attached hereto (except as otherwise required by applicable law) as Exhibit B and incorporated herein by reference (the “Release”), which Release must become effective no later than the sixtieth (60th) day following Executive’s termination of Employment less all payroll deductions and required withholdings and otherwise in accordance with the [[Organization A:Organization]]’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returned to [[Organization A:Organization]], and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will any severance payments or other termination benefits be paid or provided until the Release actually becomes effective, and such payment(s) to be paid on the first regular [[Organization A:Organization]] payroll date following the last day of the calendar month during which such Release becomes effective. All amounts paid under this Agreement as subject to applicable deductions and tax and other withholdings.

Release. Notwithstanding anything herein to the contrary, the Company shall not be obligated

Release. In exchange for receiving the Severance Payment, to the greatest extent permitted by law, Employee freely, knowingly and voluntarily releases and forever discharges Released Parties of and from all manner of actions, suits, claims, damages, liabilities, debts, grievances, arbitrations, charges, claims for attorneys’ fees, interest, expenses and costs, contracts, promises, judgments, awards, orders, executions or demands of any nature whatsoever, whether known or unknown, suspected or unsuspected, against Released Parties or any of them, which Employee ever had, now has, or which Employee or Employee’s heirs, assigns, executors or administrators hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever occurring prior to the date Employee executes this Agreement, including, but not limited to claims which were or could have been asserted in any lawsuit; claims arising out of Employee’s employment with the Company and/or separation therefrom, any and all common law claims or causes of action, whether sounding in contract, tort or equity or based upon any public policy; claims under Title VII of the Civil Rights Act of 1964, the federal and California Constitutions, and/or the California Labor, Civil, Business & Professions, and/or Government Code; all other federal, state or local labor or employment/human rights/discrimination laws; and any other federal, state or local statute, rule, regulation or ordinance. Employee further releases the Company and Released Parties from any and all rights he has, had, or could have in the future based on Employee’s June 19, 2012 Employment Agreement with the Company (formally known as MRI Interventions, Inc.) (hereafter the “2012 Employment Agreement”). All such claims, liabilities and causes of action (including, without limitation, claims for related attorneys’ fees and costs) are forever barred by this Agreement regardless of the forum in which they may be brought. Employee also waives any right to become, and promises not to consent to become, a member of any class in any case in which claims are asserted against the Company that are related in any way to Employee’s employment or separation of Employee’s employment with the Company, and that involve events which have occurred as of the date he signs this Agreement. If Employee, without Employee’s knowledge, is made a member of a class in any proceeding, Employee will opt out of the class at the first opportunity afforded to Employee after learning of Employee’s inclusion. In this regard, Employee agrees that Employee will execute, without objection or delay, an “opt-out” form presented to Employee either by the court in which such proceeding is pending or by counsel for the Company. Employee further understands that this release bars Employee from pursuing, litigating, seeking or obtaining any penalties that that may be recoverable (and, to the extent permitted by law, any penalties that any other person or entity may be able to recover on Employee’s behalf) through an individual or representative action under the Labor Code Private Attorneys General Act of 2004 codified at California Labor Code section 2698 et seq. (“PAGA”), and as part of this Agreement releases any PAGA claims as to Released Parties.