If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean of the closing bid and asked prices for the Common Stock prior to the date of determination, as reported
in The Wall Street Journal or such other source as the Board deems reliable; or
In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith
by the Board.
“Offering Periods” shall mean a period of three months commencing on the first day of each calendar quarter.
“Participant” shall mean an Employee who participates in the Plan.
“Plan” shall mean this Stereotaxis, Inc. 2009 Employee Stock Purchase Plan.
“Purchase Price” shall mean 95% of the Fair Market Value of a share of Common Stock on the Exercise Date.
“Reserves” shall mean the number of shares of Common Stock covered by each option under the Plan which have
not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not
yet placed under option.
“Subsidiary” shall mean any corporation other than the Company, in an unbroken chain of corporations beginning
with the Company if, at the time of granting an option under the Plan, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
“Trading Day” shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.
Any Employee who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan.
Any provisions of the Plan to the contrary notwithstanding, no participant shall be granted an option under the Plan (i) to the
extent that, immediately after the grant, such participant (or any other person whose stock would be attributed to such participant
pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of
the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase
plans of the Company and its Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option
is outstanding at any time. The Board of Directors may set a maximum number of shares of capital stock which any participant may
purchase during any Offering Period.
Offering Periods. The Plan shall be implemented by a series of Offering Periods, each with a duration of three (3) months,
with new Offering Periods commencing on the first day of each calendar quarter (or at such other time or times as may be determined
by the Board or a committee of the Board). The Plan shall continue until terminated in accordance with Section 20 hereof. The
Board (or a committee of the Board) shall have the power to change the duration and/or the frequency of the Offering Period with
respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first
Offering Period to be affected.