0001181431-12-021109 Sample Contracts

FOURTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 2nd, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Fourth Amendment to Note and Warrant Purchase Agreement (this "Fourth Amendment") is made as of March 30, 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, and that certain Third Amendment to Note and Warrant Purchase Agreement, dated as of November 10, 2010 (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").

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Export-Import Bank FIRST LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • April 2nd, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Export-Import Bank First Loan Modification Agreement (this "EXIM Loan Modification Agreement") is entered into as of March 30, 2012 (the "First 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.

FIRST LOAN MODIFICATION AGREEMENT (Domestic)
Loan Modification Agreement • April 2nd, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This First Loan Modification Agreement (Domestic) (this "Loan Modification Agreement") is entered into as of March 30, 2012 (the "First 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").

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