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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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       The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and warrants issued in such transactions. All recipients had adequate access, through their relationships with the Company, to information about the registrant.

 
Item 16. Exhibits and Financial Statements Schedules

       (a) The following is a list of exhibits filed as a part of this Registration Statement:

         
Exhibit
No. Description


  1 .1*   Form of Underwriting Agreement
  3 .1**   Amended and Restated Certificate of Incorporation of the Registrant dated January 27, 2004
  3 .2**   Bylaws of the Registrant as currently in effect
  3 .3**   Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of this offering
  3 .4**   Form of Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering
  4 .1*   Specimen Stock Certificate
  4 .2**   Second Amended and Restated Stockholders’ Agreement, dated December 17, 2002 by and among the Registrant and certain stockholders
  4 .3**   Fourth Amended and Restated Investor Rights Agreement, dated December 17, 2002 by and among Registrant and certain stockholders
  4 .4**   Joinder Agreement to Series D-2 Preferred Stock Purchase Agreement, Fourth Amended and Restated Investor Rights Agreement and Amendment to Second Amended and Restated Stockholders’ Agreement dated January 21, 2003 by and among Registrant and certain stockholders
  4 .5**   Joinder and Amendment to Second Amended and Restated Stockholders’ Agreement and Fourth Amended and Restated Investor Rights Agreement, dated May 27, 2003 by and among Registrant and certain stockholders
  4 .6**   Second Joinder and Amendment to Second Amended and Restated Stockholders’ Agreement and Fourth Amended and Restated Investor Rights Agreement, dated December 22, 2003 by and among Registrant and certain stockholders
  4 .7**   Third Joinder and Amendment to Second Amended and Restated Stockholders’ Agreement and Fourth Amended and Restated Investor Rights Agreement, dated January 28, 2004 by and among Registrant and certain stockholders
  4 .8**   Form of Warrant Agreement issued to Series D-1 investors
  4 .9**   Warrant Agreement issued to Silicon Valley Bank dated January 31, 2002
  4 .10**   Form of Warrant Agreement issued to Series D-2 investors
  4 .11**   Form of Warrant Agreement issued to Series E-2 investors
  4 .12**   8% Convertible Promissory Note dated August 1, 2003 issued by the Registrant in favor of Siemens AG
  4 .13**   Warrant Agreement issued to Silicon Valley Bank dated March 19, 2002
  4 .14**   Warrant Agreement issued to Silicon Valley Bank dated September 30, 2002
  5 .1*   Opinion of Bryan Cave LLP
  10 .1**   1994 Stock Option Plan
  10 .2**   2002 Stock Incentive Plan
  10 .3**   2004 Employee Stock Purchase Plan
  10 .4**   2002 Non-Employee Directors’ Stock Plan
  10 .5**   Employment Agreement dated June 23, 1997 between Bevil J. Hogg and the Registrant

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