0001193125-11-064073 Sample Contracts

Contract
Stereotaxis, Inc. • March 11th, 2011 • Electromedical & electrotherapeutic apparatus • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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EXECUTIVE EMPLOYMENT AGREEMENT Terms and Conditions
Executive Employment Agreement • March 11th, 2011 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • March 11th, 2011 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Third Amendment to Note and Warrant Purchase Agreement (this “Third Amendment”) is made as of November 10, 2010, and amends that certain Note And Warrant Purchase Agreement dated February 21, 2008, as amended by that certain First Amendment to Note and Warrant Purchase Agreement, made effective as of December 29, 2008, and that certain Second Amendment to Note and Warrant Purchase Agreement, dated as of October 9, 2009 (as so amended, the “Existing Agreement”) by and among Stereotaxis, Inc., a Delaware corporation (the “Company”), Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH & Co KG, Sanderling VI Limited Partnership and Alafi Capital Company LLC (each, a “Lender” and together, the “Lenders”).

SECOND LOAN MODIFICATION AGREEMENT (DOMESTIC)
Second Loan Modification Agreement • March 11th, 2011 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Second Loan Modification Agreement (Domestic) (this “Loan Modification Agreement”) is entered into as of December 17, 2010 (the “Second 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 limited liability company, 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”).

Amendment to Stereotaxis Advisory Board and Consulting Agreement between Stereotaxis, Inc. and Eric N. Prystowsky, MD
Stereotaxis, Inc. • March 11th, 2011 • Electromedical & electrotherapeutic apparatus

This Amendment is made to the Stereotaxis Advisory Board and Consulting Agreement designated as effective 26 February 2009, by and between Stereotaxis, Inc. (hereinafter “Company”) and Eric N. Prystowsky, MD (hereinafter “Consultant”) (together, “the parties”).

EXPORT-IMPORT BANK SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • March 11th, 2011 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Export-Import Bank Second Loan Modification Agreement (this “EXIM Loan Modification Agreement”) is entered into as of the Second Loan Modification Effective Date (EXIM), 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 limited liability company, 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”).

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