STEREOTAXIS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 14th, 2005 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of November 10, 2005 by and among Stereotaxis, Inc., a Delaware corporation (the “Company”) and the persons on the attached signature pages (sometimes hereinafter individually referred to as a “Lender” or collectively as the “Lenders”).
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • November 14th, 2005 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 8, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with a loan production office located at 230 W. Monroe, Suite 720, Chicago, Illinois 60606 (“Bank”) and STEREOTAXIS, INC., a Delaware corporation with its chief executive office located at 4041 Forest Park Avenue, St. Louis, Missouri 63108 (“Borrower”).
Form of NoteStereotaxis, Inc. • November 14th, 2005 • Electromedical & electrotherapeutic apparatus • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT”), AS AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, THIS NOTE MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED TO A “PERMITTED TRANSFEREE” (AS DEFINED HEREIN) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION EXEMPT FROM THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Form of WarrantWarrant Purchase Agreement • November 14th, 2005 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This is to certify that, FOR VALUE RECEIVED, (“Warrantholder”), is entitled to purchase, subject to the provisions of this Common Stock Purchase Warrant (“Warrant”), from Stereotaxis, Inc., a corporation organized under the laws of Delaware (“Company”), at any time and from time to time after the issuance date hereof (“Exercise Date”) but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of such issuance date (“Expiration Date”), shares (“Warrant Shares”) of Common Stock, $0.001 par value (“Common Stock”), of the Company, at an exercise price per share equal to $ (the exercise price in effect from time to time hereafter being herein called the “Warrant Price”). 1 The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
