0001181431-12-026854 Sample Contracts

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

This Fifth Amendment to Note and Warrant Purchase Agreement (this “Fifth Amendment”) is dated as of May 1, 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, and that certain Fourth Amendment to Note and Warrant Purchase Agreement, dated as of March 30, 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, a “Lender” and together, the “Lenders”).

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SECOND LOAN MODIFICATION AND WAIVER AGREEMENT (DOMESTIC)
Second Loan Modification and Waiver Agreement • May 2nd, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Second Loan Modification and Waiver Agreement (Domestic) (this “Loan Modification Agreement”) is entered into as of May 1, 2012 (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

EXPORT-IMPORT BANK SECOND LOAN MODIFICATION AND WAIVER AGREEMENT
Export-Import Bank Second Loan Modification and Waiver Agreement • May 2nd, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Export-Import Bank Second Loan Modification and Waiver Agreement (this “EXIM Loan Modification Agreement”) is entered into as of May 1, 2012 (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 corporation

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