OF AMENDMENT OF CERTIFICATE OF INCORPORATION
Inc., a corporation organized and existing under the laws of the State of Delaware (“Corporation”), hereby certifies
The name of this Corporation is Stereotaxis, Inc.
Pursuant to Section 242 of the Delaware General Corporation Law, this Certificate of Amendment hereby amends Article IV of the
Certificate of Incorporation by deleting Section 1 thereof in its entirety and replacing it with the following:
Authorized Stock. The total number of shares which the Corporation is authorized to issue is 110,000,000 shares as follows: 100,000,000
shares of common stock, each having a par value of one-tenth of one cent ($0.001) (the “Common Stock”) and 10,000,000
shares of preferred stock, each having a par value of one-tenth of one cent ($0.001) (the “Preferred Stock”).
WITNESS WHEREOF, Stereotaxis, Inc. has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by
its duly authorized officer, this ___ day of ______, 20__.