0001181431-12-028166 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [___], 2012, is by and among Stereotaxis, Inc., a Delaware corporation with offices 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2012, by and among Stereotaxis, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 8th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2012, is by and among Stereotaxis, Inc., a Delaware corporation with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SUBORDINATION AGREEMENT
Subordination Agreement • May 8th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Illinois

This Subordination Agreement (this “Agreement”) is made as of May___, 2012, by and between each creditor listed on Schedule A attached hereto and whose signature appears on the signature page attached hereto (collectively, the “Creditor”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”).

VOTING AGREEMENT
Voting Agreement • May 8th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of May 7, 2012, by and between Stereotaxis, Inc., a Delaware corporation (the “Company”), and the stockholder(s) specified on the signature page hereto (collectively, the “Stockholder”).

STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • May 8th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Stock and Warrant Purchase Agreement (this “Agreement”) is dated as of May 7, 2012, by and among Stereotaxis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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