CONSENT AND AMENDMENT
This Consent and Amendment (this Consent and Amendment), dated as of February 28, 2018, is by and between Stereotaxis,
Inc., a Delaware corporation with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108 (the Company), and the holders identified on the signature pages hereto (Holders).
R E C I T A L S
A. Prior to the date hereof, the Company issued to various holders (including the Holders hereunder) warrants (the
SPA Warrants) to purchase an aggregate of 36,923,078 shares of the Companys common stock, par value $0.001 per share (the Common Stock; the Common Stock issuable upon exercise of the Warrants being
referred to as the Warrant Shares), pursuant to a Securities Purchase Agreement, dated as of September 26, 2016 (the Securities Purchase Agreement) between the Company and the investors signatory thereto
(such investors collectively, the Investors), all of which SPA Warrants are issued and outstanding. Capitalized terms not defined herein shall have the meanings set forth in the Securities Purchase Agreement.
B. The SPA Warrants that are issued and outstanding as of the date of this Consent and Amendment
are represented by a
form of Warrant to Purchase Common Stock (the SPA Warrant Agreement), which such agreements are all substantially in the form attached to as Exhibit B to the Securities Purchase Agreement.
C. Section 15 of each SPA Warrant Agreement provides that the SPA Warrant Agreements may be amended if the Company
obtains the consent of holders of at least a majority of the Warrant Shares obtainable upon exercise of the outstanding SPA Warrants then outstanding (the Required Holders), subject to certain limitations and provided that such
amendment must apply to all of the outstanding SPA Warrant Agreements, which number as of the date of this Consent and Amendment is 18,461,540 Warrant Shares.
D. The Company and the Holders desire to enter into this Consent and Amendment pursuant to which, among other things,
the Company and the Holders shall agree to amend and restate the SPA Warrant Agreements, in the form attached hereto as Exhibit A (the Restated SPA Warrant Agreement; the shares of Common Stock issuable upon exercise
thereof, the Restated SPA Warrant Shares)), to, among other things: (i) modify the exercise price to provide for a Restricted Exercise Period (as defined therein) at a reduced exercise price specified therein;
(ii) modify certain limitations regarding ownership of the Companys Common Stock; (iii) remove certain covenants; and (iv) provide that, as a condition to exercising the warrants at the reduced exercise price during the
Restricted Exercise Period, the Holders must enter into a lock-up agreement with respect to the Restated SPA Warrant Shares issued pursuant to any exercise of the SPA Warrants. Such form of lock-up agreement is attached as Exhibit B hereto. The Restated SPA Warrant Agreement will provide that the exercise during the Restricted Exercise Period at the reduced exercise price as provided in the
Restated SPA Warrant Agreement shall only be effected if the Aggregate Exercise Price (as defined in the Restated SPA Warrant Agreement) for all such warrants is at least $6,000,000.