Stereotaxis, Inc. Sample Contracts

Stereotaxis, Inc. – FIFTH AMENDMENT TO OFFICE LEASE (January 11th, 2019)

THIS FIFTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of this 10th day of January, 2019, by and between VTR LS 4320 FOREST PARK, LLC, a Delaware limited liability company (“Landlord”), as successor-in-interest to Cortex West Development I, LLC (“Original Landlord”), and STEREOTAXIS, INC., a Delaware corporation (“Tenant”).

Stereotaxis, Inc. – Terms and Conditions of Employment (November 13th, 2018)
Stereotaxis, Inc. – Stereotaxis and Johnson & Johnson’s Biosense Webster Extend Development Alliance and Supply Agreement (June 25th, 2018)

Biosense Webster manufactures and supplies the electrophysiology community with four magnetic cardiac ablation catheters designed to be navigated with Stereotaxis’ robotic technology: NAVISTAR® RMT THERMOCOOL®, NAVISTAR® RMT, CELSIUS® RMT THERMOCOOL®, and CELSIUS® RMT.

Stereotaxis, Inc. – EIGHTH AMENDMENT TO DEVELOPMENT ALLIANCE AND SUPPLY AGREEMENT (June 25th, 2018)

This Eighth Amendment (“Amendment”) is made effective as of the date of the last signature below, between Biosense Webster, Inc. (“Biosense”) with an address at 33 Technology Drive, Irvine, California 92618 and Stereotaxis, Inc. (“Stereotaxis”) with an address at 4320 Forest Park Avenue, St. Louis, Missouri 63108.

Stereotaxis, Inc. – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (April 30th, 2018)

This First Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 26th day of April, 2018, by and among (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), (ii) STEREOTAXIS, INC., a Delaware corporation (“Stereotaxis”) and, (iii) STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation (“International”, and together with Stereotaxis, individually and collectively, jointly and severally, the “Borrower”).

Stereotaxis, Inc. – NON-QUALIFIED STOCK OPTION TERMS OF AWARD UNDER STEREOTAXIS, INC. 2012 STOCK INCENTIVE PLAN (March 20th, 2018)

Stereotaxis, Inc. (the “Company”) has made an Award to the Participant of Non-Qualified Stock Options (the “Option”) under the Stereotaxis, Inc. 2012 Stock Incentive Plan, as amended the (“Plan”). The date of grant, the number of shares of Stock (“Shares”) covered by the Option, and the exercise price of the Option are set forth in the Award letter the Participant received from the Company (“Statement”). The Statement and these Terms of Award collectively constitute the terms and conditions of the Option and describe the conditions applicable to the Option.

Stereotaxis, Inc. – INCENTIVE STOCK OPTION TERMS OF AWARD UNDER STEREOTAXIS, INC. 2012 STOCK INCENTIVE PLAN (March 20th, 2018)

Stereotaxis, Inc. (the “Company”) has made an Award to the Participant of Incentive Stock Options (the “Option”) under the Stereotaxis, Inc. 2012 Stock Incentive Plan, as amended the (“Plan”). The date of grant, the number of shares of Stock (“Shares”) covered by the Option, and the exercise price of the Option are set forth in the Award letter the Participant received from the Company (“Statement”). The Statement and these Terms of Award collectively constitute the terms and conditions of the Option and describe the conditions applicable to the Option.

Stereotaxis, Inc. – FORM OF AMENDED AND RESTATED WARRANT (March 6th, 2018)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF (“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID 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.

Stereotaxis, Inc. – CONSENT AND AMENDMENT (March 6th, 2018)

This Consent and Amendment (this “Consent and Amendment”), dated as of February 28, 2018, is by and between Stereotaxis, Inc., a Delaware corporation with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108 (the “Company”), and the holders identified on the signature pages hereto (“Holders”).

Stereotaxis, Inc. – THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (November 9th, 2017)

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 7, 2017 (the “Effective Date”) by and between (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), and (ii) STEREOTAXIS, INC., a Delaware corporation (“Stereotaxis”) and STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation (“International”, and together with Stereotaxis, individually and collectively, jointly and severally, the “Borrower”), each with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108. This Agreement amends and restates in its entirety that certain Second Amended and Restated Loan and Security Agreement (Domestic) dated as of November 30, 2011 (as amended and as in effect immediately prior to the effectiveness of this Agreement, the “Prio

Stereotaxis, Inc. – STEREOTAXIS, INC. 2012 STOCK INCENTIVE PLAN (August 10th, 2017)
Stereotaxis, Inc. – FORM OF RESTRICTED SHARE UNIT TERMS OF AWARD UNDER STEREOTAXIS, INC. 2012 STOCK INCENTIVE PLAN DIRECTOR AWARD (May 10th, 2017)

On                          (“Grant Date”), the Company granted to Director an Award of restricted share units (“RSUs”) under the Stereotaxis, Inc. 2012 Stock Incentive Plan, as amended the (“Plan”). The date of grant and the number of RSUs covered by this Award are set forth in the Award letter you received from the Company (“Statement”). The Statement and these Terms of Award collectively constitute the terms and conditions of the Award for the RSUs and describe the conditions applicable to such Awards.

Stereotaxis, Inc. – Second Amendment to Consulting Agreement (March 16th, 2017)

This Second Amendment, effective as of June 2, 2016 (the “Amendment”) is made to the Consulting Agreement dated June 4, 2014, as amended (the “Agreement”) by and between Stereotaxis, Inc., a Delaware corporation (hereinafter “Stereotaxis”) with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108, USA and Eric N. Prystowsky, M.D. (hereinafter “Consultant”).

Stereotaxis, Inc. – SEVERANCE AGREEMENT AND RELEASE (February 6th, 2017)

This Severance Agreement and Release (“Agreement”) is dated as of February 3, 2017 (the “Effective Date”) made between Stereotaxis, Inc. (“Stereotaxis”), including its divisions, subsidiaries, parent and affiliated corporations, their successors and assigns (individually and collectively “Stereotaxis”) and with William C. Mills III, together with his heirs, executors, administrators, successors and assigns (“Employee”).

Stereotaxis, Inc. – February 3, 2017 David L. Fischel DAFNA Capital Management, LLC 10990 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90024 Dear David: (February 6th, 2017)

This letter agreement confirms your appointment as the non-employee Acting Chief Executive Officer (“Acting CEO”) of Stereotaxis, Inc. (the “Company”), effective immediately following the effectiveness of the separation of services with the Company of William C. Mills III, (the “Transition Date”), in addition to your ongoing service as on the Board of Directors of the Company (the “Board”). This letter agreement also serves to set forth certain terms relating to your service as Acting CEO.

Stereotaxis, Inc. – October 26, 2016 Stereotaxis, Inc. 4320 Forest Park Avenue, Suite 100 Ladies and Gentlemen: (October 26th, 2016)

We have acted as special counsel to Stereotaxis, Inc., a Delaware corporation (the “Company”), in connection with the offer and resale of 86,065,014 shares (the “Shares”) of common stock of the Company, par value $0.001 per share, pursuant to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on October 26, 2016, on behalf of the selling stockholders named therein. The Shares consist of (i) up to 48,000,001 shares the Company’s common stock (the “Preferred Shares”) issuable upon conversion of 24,000 shares of our Series A Convertible Preferred Stock issued to the selling stockholders named in the Registration Statement (collectively, the “Selling Stockholders”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of September 26, 2016, by and among the Company and the Selling

Stereotaxis, Inc. – POWER OF ATTORNEY (October 26th, 2016)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William C. Mills III, Martin C. Stammer and Karen W. Duros, and each of them (with full power of each to act alone), severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and to execute in his or her name, place and stead (individually and in any capacity stated below) a registration statement on Form S-1 (the “Registration Statement”) covering the registration shares of common stock, par value $0.001, of Stereotaxis, Inc. (the “Company”) for resale by or on behalf of certain selling stockholders pursuant to registration rights granted under a registration rights agreement, including shares issuable upon conversion of Series A Convertible Preferred Stock of the Company and upon exercise of warrants as set forth and described in and under that certain Securities Purchase Agreement, dated Sep

Stereotaxis, Inc. – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF STEREOTAXIS, INC. (September 30th, 2016)

Stereotaxis, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Amended and Restated Certificate of Incorporation, as amended, of the Company, and pursuant to Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company at a meeting duly held adopted resolutions (i) authorizing a series of the Company’s previously authorized preferred stock, par value $0.001 per share, and (ii) providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of 24,000 shares of “Series A Convertible Preferred Stock” of the Company, as follows:

Stereotaxis, Inc. – REGISTRATION RIGHTS AGREEMENT (September 28th, 2016)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2016, by and among Stereotaxis, Inc., a Delaware corporation, with principal office located at 4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108 (the “Company”), and the undersigned buyers (each, a “Buyer” and, collectively, the “Buyers”).

Stereotaxis, Inc. – FORM OF WARRANT (September 28th, 2016)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF (“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID 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.

Stereotaxis, Inc. – SECURITIES PURCHASE AGREEMENT (September 28th, 2016)

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 26, 2016, by and among Stereotaxis, Inc., a Delaware corporation, with headquarters located at 4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Stereotaxis, Inc. – STEREOTAXIS, INC. 2012 STOCK INCENTIVE PLAN As amended and restated effective February 9, 2016 (August 10th, 2016)
Stereotaxis, Inc. – ELEVENTH LOAN MODIFICATION AGREEMENT (DOMESTIC) (May 11th, 2016)

This Eleventh Loan Modification Agreement (Domestic) (this “Loan Modification Agreement”) is entered into as of May 10, 2016 (the “Eleventh Loan Modification (Domestic) Effective Date”), by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), STEREOTAXIS, INC., a Delaware corporation (“Stereotaxis”), and STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation, each with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108 (“International”, and together with Stereotaxis, individually and collectively, jointly and severally, “Borrower”).

Stereotaxis, Inc. – First Amendment to Consulting Agreement (March 11th, 2016)

This First Amendment, effective as of June 3, 2015 (the “Amendment”) is made to the Consulting Agreement dated June 4, 2014, as amended (the “Agreement”) by and between Stereotaxis, Inc., a Delaware corporation (hereinafter “Stereotaxis”) with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108 and Eric N. Prystowsky, M.D. (hereinafter “Consultant”).

Stereotaxis, Inc. – FOURTH AMENDMENT TO OFFICE LEASE (March 11th, 2016)

THIS FOURTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is made as of October 15, 2015, but effective as of October 1, 2015 (the “Effective Date”) by and between WEXFORD 4320 FOREST PARK, LLC, a Delaware limited liability company (“Landlord”), and STEREOTAXIS, INC., a Delaware corporation (“Tenant”). Each of Landlord and Tenant is sometimes referred to herein as a “Party” and together as the “Parties.”

Stereotaxis, Inc. – September 4, 2015 The Board of Directors Stereotaxis, Inc. 4320 Forest Park Avenue Suite 100 (September 4th, 2015)

We have acted as counsel to Stereotaxis, Inc., a Delaware corporation (the “Company”), in connection with the issuance and distribution by the Company to its stockholders and certain of its warrant holders (pursuant to the terms of their respective warrants) of transferable subscription warrants (the “Warrants”) to purchase an aggregate of up to 5,755,775 shares of common stock (the “Warrants Shares”), par value $0.001 per share (the “Common Stock”) of the Company, at a price of $1.10 per full share (the “Subscription Price”), to be issued pursuant to the Registration Statement on Form S-3 (File No. 333-196202) originally filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on November 27, 2013 (the “Registration Statement”), the related prospectus dated November 27, 2013, included in the Registration Statement (the “Base Prospectus”), the prospectus supplement dated May 16, 2014, filed with the Commission pursua

Stereotaxis, Inc. – FORM OF LETTER STEREOTAXIS, INC. Subscription Warrants to Purchase Shares of Common Stock Offered Pursuant to Subscription Warrants Distributed to Shareholders of Stereotaxis, Inc. (September 4th, 2015)

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the warrants offering (the “Warrants Offering”) by Stereotaxis, Inc. (“Stereotaxis”) of shares of Stereotaxis common stock, par value $0.001 per share (the “Common Stock”), pursuant to transferable subscription warrants (the “Warrants”) distributed to all holders of record of shares of Common Stock at 5:00 p.m., New York City time, on September 9, 2015 (the “Record Date”). The Warrants and Common Stock are described in the accompanying prospectus supplement covering the Warrants and the shares of Common Stock issuable upon their exercise dated September 4, 2015 (the “Prospectus”).

Stereotaxis, Inc. – FORM OF LETTER STEREOTAXIS, INC. Subscription Warrants to Purchase Shares of Common Stock Offered Pursuant to Subscription Warrants Distributed to Shareholders of Stereotaxis, Inc. (September 4th, 2015)

This letter is being distributed by Stereotaxis, Inc. (“Stereotaxis”) to all holders of record of shares of its common stock, par value $0.001 per share (the “Common Stock”), at 5:00 p.m., New York City time, on September 9, 2015 (the “Record Date”), in connection with a distribution in a warrants offering (the “Warrants Offering”) of transferable subscription warrants (the “Warrants”) to subscribe for and purchase shares of Common Stock. The Warrants and Common Stock are described in the accompanying prospectus supplement covering the Warrants and the shares of Common Stock issuable upon their exercise dated September 4, 2015 (the “Prospectus”).

Stereotaxis, Inc. – FORM OF NOTICE OF GUARANTEED DELIVERY FOR WARRANTS CERTIFICATES ISSUED BY STEREOTAXIS, INC. (September 4th, 2015)

This form, or one substantially equivalent hereto, must be used to exercise the subscription warrants (the “Warrants”) pursuant to the warrants offering (the “Warrants Offering”) as described in the prospectus supplement dated September 4, 2015 (the “Prospectus”) of Stereotaxis, Inc., a Delaware corporation (“Stereotaxis”), if a holder of Warrants cannot deliver the certificate(s) evidencing the Warrants (the “Warrants Certificate(s)”), to the warrants agent listed below (the “Warrants Agent”) prior to 5:00 p.m., New York City time, on September 30, 2015, (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, first class mail or overnight courier to the Warrants Agent, and must be received by the Warrants Agent prior to the Expiration Time. See “The Warrants Offering—Method of Exercising Warrants” in the Prospectus.

Stereotaxis, Inc. – THE TERMS AND CONDITIONS OF THE WARRANTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED SEPTEMBER 4, 2015 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE WARRANTS AGENT. Stereotaxis, Inc. Incorporated under the laws of the State of Delaware TRANSFERABLE SUBSCRIPTION WARRANTS CERTIFICATE Evidencing Transferable Subscription Warrants to Purchase Shares of Common Stock of Stereotaxis, Inc. Subscription Price: $1.10 per Share THE SUBSCRIPTION WARRANTS WILL EXP (September 4th, 2015)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of transferable subscription warrants (“Warrants”) set forth above. Each whole Warrant entitles the holder thereof to subscribe for and purchase one share of Common Stock, par value $0.001 per share, of Stereotaxis, Inc., a Delaware corporation, at a subscription price of $1.10 per share (the “Subscription Privilege”), pursuant to a warrants offering (the “Warrants Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Stereotaxis, Inc. Warrants Certificates” accompanying this Subscription Warrants Certificate. If any shares of Common Stock available for purchase in the Warrants Offering are not purchased by other holders of Warrants pursuant to the exercise of the Subscription Privilege (the “Excess Shares”), any Warrants holder that exercises its Subscription Privilege in full may subscribe for a number of Excess Shares purs

Stereotaxis, Inc. – FORM OF INSTRUCTIONS AS TO USE OF STEREOTAXIS, INC. WARRANTS CERTIFICATES CONSULT THE WARRANTS AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS (September 4th, 2015)

The following instructions relate to a warrants offering (the “Warrants Offering”) by Stereotaxis, Inc., a Delaware corporation (“Stereotaxis”), to the holders of record (the “Recordholders”) of its common stock, par value $0.001 per share (the “Common Stock”), as described in the accompanying Stereotaxis prospectus supplement dated September 4, 2015 (the “Prospectus”). Recordholders as of 5:00 p.m. New York City time on September 9, 2015 (the “Record Date”) are receiving, at no charge, transferable subscription warrants (the “Warrants”) to subscribe for and purchase shares of Common Stock (the “Underlying Shares”). In the Warrants Offering, Stereotaxis is offering an aggregate of up to 5,755,775 Underlying Shares.

Stereotaxis, Inc. – AMENDMENT TO STEREOTAXIS, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN (May 7th, 2015)

This Amendment (this “Plan Amendment”) to Stereotaxis, Inc. 2009 Employee Stock Purchase Plan (the “ESPP”), is made effective as of February 18, 2015.

Stereotaxis, Inc. – STEREOTAXIS MANAGEMENT BONUS PLAN (May 7th, 2015)

The Stereotaxis Management Bonus Plan is designed to bring annual focus to the financial and operating metrics, and strategic initiatives that contribute to sustainable growth in shareholder value. The bonus plan performance measures for any particular year represent key drivers of our business such as orders, revenue, gross margins, utilization, operating expenses, operating profitability, and specific strategic initiatives such as technology or business development projects.

Stereotaxis, Inc. – TENTH LOAN MODIFICATION AGREEMENT (DOMESTIC) (March 30th, 2015)

This Tenth Loan Modification Agreement (Domestic) (this “Loan Modification Agreement”) is entered into as of March 27, 2015 (the “Tenth Loan Modification (Domestic) Effective Date”), by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), STEREOTAXIS, INC., a Delaware corporation (“Stereotaxis”), and STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation, each with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108 (“International”, and together with Stereotaxis, individually and collectively, jointly and severally, “Borrower”).

Stereotaxis, Inc. – March 26, 2015 Stereotaxis, Inc. 4320 Forest Park Avenue, Suite 100 St. Louis, Missouri 63108 Ladies and Gentlemen: We have acted as special counsel to Stereotaxis, Inc., a Delaware corporation (the “Company”), in connection with the offering of up to $14,257,211 of shares of the Company’s common stock, par value $0.001 (the “Shares”) to be issued pursuant to the Registration Statement on Form S-3 (File No. 333-196202) originally filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on November 27, 2013 (the “Registration (March 26th, 2015)

We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part thereof. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.