Stereotaxis
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8-K
STEREOTAXIS, INC. filed this Form 8-K on 03/06/2018
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lock-up agreement in the form attached as Exhibit B to the Consent and Amendment (the “Lock-up Agreement”), and (D) if required by Section 2(f) or unless the Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to the Holder, the surrender to a common carrier for overnight delivery to the Company as soon as practicable following such date, this Warrant (or an indemnification undertaking, in customary form, with respect to this Warrant in the case of its loss, theft or destruction, pursuant to Section 12); provided, that if such Warrant Shares are to be issued in any name other than that of the registered Holder, such issuance shall be deemed a transfer and the provisions of Section 7 shall be applicable. If this Warrant is irrevocably exercised during the Restricted Exercise Period, then the Holder may delay the delivery of the Aggregate Exercise Price referred to in clause (B)(x) of Section 2(a)(i) above to a date and time no later than 5:00 p.m. (Eastern Standard Time) on March 12, 2018; for the avoidance of doubt, no Cashless Exercise shall be permitted for any exercise during the Restricted Exercise Period. Although the exercise shall be deemed irrevocable, the Warrant Share Delivery Date shall not occur until delivery of the Aggregate Exercise Price.

(ii)    Notwithstanding anything to the contrary contained herein, any exercise of this Warrant during the Restricted Exercise Period shall not be effected (and shall treated as void ab initio) unless the Aggregate Exercise Price to be paid to the Company for all Warrant Shares exercised by holders of all SPA Warrants issued pursuant to the Securities Purchase Agreement (including this Warrant) is at least $6,000,000. In such case, this SPA Warrant and all other SPA Warrants that have been deemed not exercised by operation of this provision shall otherwise remain issued and outstanding.

(iii)    In the event of any exercise of the rights represented by this Warrant in compliance with this Section 2(a), the Company shall, on the second (2nd) Business Day (the “Warrant Share Delivery Date”) following the date of its receipt of the later of (w) the Exercise Notice, (x) the Aggregate Exercise Price (and/or notice of Cashless Exercise), (y) if the exercise occurs during the Restricted Exercise Period, a duly executed Lock-up Agreement, and, (z) if required by Section 2(f) (or unless the Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to the Holder), this Warrant (or an indemnification undertaking, in customary form, with respect to this Warrant in the case of its loss, theft or destruction, pursuant to Section 12) (the “Exercise Delivery Documents”), (A) provided that the Holder or its designee is eligible to receive shares through The Depository Trust Company (“DTC”), credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian (DWAC) system, (B) issue and deliver to the address specified in the Exercise Notice a certificate, registered in the name of the Holder or its designee, representing the number of Common Shares to which the Holder shall be entitled or (C) issue such aggregate number of Common Shares to the Holder or its designee through the Direct Registration System (DRS) of DTC and deliver a statement with respect thereto to the address specified in the Exercise Notice, and in any case, such Common Shares shall not bear, or otherwise be subject to, the 1933 Act Legend (as defined in the Securities Purchase Agreement) as and to the extent provided in Section 10 hereof. Upon the latest of (x) the date of delivery of the Exercise Notice, and (y) the date of delivery of the Aggregate Exercise Price referred to in clause (B)(x) of Section 2(a)(i) above or notification to the Company of a Cashless Exercise referred to in Section 2(e), the Holder shall be deemed for all purposes to have become the

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