0001193125-12-245068 Sample Contracts

EXPORT-IMPORT BANK THIRD LOAN MODIFICATION AGREEMENT
Export-Import Bank Third Loan Modification Agreement • May 23rd, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Export-Import Bank Third Loan Modification Agreement (this “EXIM Loan Modification Agreement”) is entered into as of May 7, 2012 (the “Third 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 corporation (“International”, and together with Stereotaxis, individually and collectively, jointly and severally, “Borrower”), each with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108.

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SIXTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • May 23rd, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Sixth Amendment to Note and Warrant Purchase Agreement (this “Sixth Amendment”) is dated as of May 7, 2012, 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, that certain Third Amendment to Note and Warrant Purchase Agreement, dated as of November 10, 2010, that certain Fourth Amendment to Note and Warrant Purchase Agreement, dated as of March 30, 2012, and that certain Fifth Amendment to Note and Warrant Purchase Agreement, dated as of May 1, 2012 (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

AMENDMENT TO WARRANTS OF STEREOTAXIS, INC.
Stereotaxis, Inc. • May 23rd, 2012 • Electromedical & electrotherapeutic apparatus

This Amendment to Warrants of Stereotaxis, Inc. (this “Amendment”) is made as of May 10, 2012, and amends warrants granted under (i) 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, that certain Second Amendment to Note and Warrant Purchase Agreement, dated as of October 9, 2009, that certain Third Amendment to Note and Warrant Purchase Agreement, dated as of November 10, 2010, that certain Fourth Amendment to Note and Warrant Purchase Agreement, dated as of March 30, 2012, and that certain the Fifth Amendment to Note and Warrant Purchase Agreement, dated as of May 1, 2012 (as so amended, the “Note and Warrant Purchase 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

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