0001193125-08-058487 Sample Contracts

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • March 17th, 2008 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

THIS FIRST AMENDMENT TO OFFICE LEASE (“First Amendment”) is made and entered into this 30th day of November, 2007, by and between STEREOTAXIS, INC., a Delaware corporation (“Tenant”), and CORTEX WEST DEVELOPMENT I, LLC, a Missouri limited liability company (“Landlord”).

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STEREOTAXIS, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • March 17th, 2008 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is executed on February 21, 2008, but effective as of February 7, 2008, 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”).

Restated At-Will Employment Agreement
At-Will Employment Agreement • March 17th, 2008 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Missouri

It is understood and agreed that the continued employment by Stereotaxis, Inc., a Delaware corporation (the “Company” or “Stereotaxis”), of the employee named below (“Employee”) shall be subject to the terms and conditions of this At-Will Employment Agreement (“Agreement’). As of the date hereof, this Agreement shall supersede and replace that certain prior At-Will Employment Agreement between the Company and Employee dated June 23, 1997 (“Prior Agreement”); provided, however, that the terms and conditions of this Agreement shall be no less favorable to Employee than under the Prior Agreement.

EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. FIFTH LOAN MODIFICATION AGREEMENT
Fifth Loan Modification Agreement • March 17th, 2008 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of February 29, 2008, 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 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108 (“Borrower”).

EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. FOURTH LOAN MODIFICATION AGREEMENT
Fourth Loan Modification Agreement • March 17th, 2008 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 26, 2007, 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 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108 (“Borrower”).

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