0001193125-12-117497 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • New York

Intercreditor Agreement (this “Agreement”), dated as of December 5, 2011, among Silicon Valley Bank (in such capacity, the “Working Capital Representative”) for the Working Capital Secured Parties (as defined below) and Cowen Healthcare Royalty Partners II, L.P. (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.

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EXECUTIVE EMPLOYMENT AGREEMENT Terms and Conditions
Executive Employment Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
RESTRICTED SHARE UNIT AGREEMENT UNDER STEREOTAXIS, INC. 2002 STOCK INCENTIVE PLAN Director Award
Restricted Share Unit Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Missouri

THIS AGREEMENT, made effective as of the 3rd day of January, 2012, by and between Stereotaxis, Inc., a Delaware corporation (the “Company”), and (the “Director”).

LOAN AGREEMENT Dated as of November 30, 2011 between COWEN HEALTHCARE ROYALTY PARTNERS II, L.P., as Lender, and STEREOTAXIS, INC., as a Borrower and STEREOTAXIS INTERNATIONAL, INC., as a Borrower
Loan Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • New York

This LOAN AGREEMENT is dated as of November 30, 2011, by and between COWEN HEALTHCARE ROYALTY PARTNERS II, L.P., a Delaware limited partnership (the “Lender”), as Lender, and STEREOTAXIS, INC., a Delaware corporation, and STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation (each, a “Borrower” and together, “Borrowers”). The Lender and Borrowers are hereinafter referred to collectively as the “Parties” or individually as a “Party.”

RESTRICTED SHARE UNIT TERMS OF AWARD UNDER STEREOTAXIS, INC. 2002 STOCK INCENTIVE PLAN
Restricted Share Unit • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus • Missouri

THIS AGREEMENT, made effective as of the grant date of October 10, 2011, by and between Stereotaxis, Inc., a Delaware corporation (the “Company”), and the “Awardee”.

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Amendment to Executive Employment Agreement (this “Amendment”) is entered into effective as of the first day of October, 2011, by and between Stereotaxis, Inc. (the “Company”) and (“Employee”), collectively referred to herein as the “Parties”.

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (DOMESTIC)
And Security Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (DOMESTIC) (this “Agreement”) dated as of November 30, 2011 (the “Effective Date”) by and between (i) 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”), and (ii) STEREOTAXIS, INC., a Delaware corporation and STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation, each with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement (Domestic) dated as of March 11, 2009, as amended by a certain First Loan Modification Agreement (Domestic), dated as of December 15, 2009, as further amended by a ce

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Amendment to Executive Employment Agreement (this “Amendment”) is entered into effective as of the first day of October, 2011, by and between Stereotaxis, Inc. (the “Company”) and Michael P. Kaminski (“Employee”), collectively referred to herein as the “Parties”.

AMENDED AND RESTATED EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

THIS AMENDED AND RESTATED EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (this “EXIM Agreement”) dated as of November 30, 2011 (the “Effective Date”) by and between (i) 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 7000 North MoPac Expressway, Suite 360, Austin, Texas 78731 (“Bank”), and (ii) STEREOTAXIS, INC., a Delaware corporation and STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation, each with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This EXIM Agreement amends and restates in its entirety that certain Export-Import Bank Loan and Security Agreement dated as of March 11, 2009, as amended by a certain Export-Import Bank First Loan Modification Agreement, dated as of December 15, 2009, as further amended by a

SEVENTH AMENDMENT TO THE DEVELOPMENT ALLIANCE AND SUPPLY AGREEMENT
Development Alliance and Supply Agreement • March 15th, 2012 • Stereotaxis, Inc. • Electromedical & electrotherapeutic apparatus

This Seventh Amendment to Development Alliance and Supply Agreement (this “Amendment”) is made and entered into on December 5, 2011 (the “Effective Date”) by and between Biosense Webster, Inc., a California corporation, having a place of business at 3333 Diamond Canyon Road, Diamond Bar, California 91765 (“Biosense”) and Stereotaxis, Inc., a Delaware corporation, having a principal place of business at 4320 Forest Park Avenue, St. Louis, Missouri 63108 (“Stereotaxis”).

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