Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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<PAGE>
                                    EXHIBIT D

                             COMPLIANCE CERTIFICATE

TO:   SILICON VALLEY BANK
FROM: STEREOTAXIS, INC.

      The undersigned authorized officer of Stereotaxis, Inc., ("Responsible
Officer") certifies that under the terms and conditions of the Loan and Security
Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is in
complete compliance for the period ending _______________ with all required
covenants except as noted below and (ii) all representations and warranties in
the Agreement are true and correct in all material respects on this date.
Attached are the required documents supporting the certification. The
Responsible Officer certifies that these are prepared in accordance with
Generally Accepted Accounting Principles (GAAP) consistently applied from one
period to the next except as explained in an accompanying letter or footnotes.
The Responsible Officer acknowledges that no borrowings may be requested at any
time or date of determination that Borrower is not in compliance with any of the
terms of the Agreement, and that compliance is determined not just at the date
this certificate is delivered.

      PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES"
COLUMN.


<TABLE>
<CAPTION>
      REPORTING COVENANT                                REQUIRED                                 COMPLIES
      ------------------                                --------                                 --------
<S>                                                     <C>                                      <C>
      Monthly financial statements with CC              Monthly within 30 days                   Yes   No
      Annual (CPA Audited) with CC                      FYE within 120 days                      Yes   No
      Inventory Report                                  Monthly within 30 days                   Yes   No
      BBC A/R Agings                                    Monthly within 30 days                   Yes   No
      Audit                                             Annually                                 Yes   No
</TABLE>



<TABLE>
<CAPTION>
      FINANCIAL COVENANT                                REQUIRED                ACTUAL           COMPLIES
      ------------------                                --------                ------           --------
<S>                                                     <C>                     <C>              <C>
      Maintain on a Monthly Basis:
      Minimum Adjusted Quick Ratio                      1.5:1.0                 _____:1.0        Yes   No
      Tangible Net Worth                                $50,000,000.00          $________        Yes   No
                                                        (after IPO)

      Maintain on a Quarterly Basis
      Revenue Tracking                                  $________*              $________        Yes   No
                                                        (prior to IPO)
</TABLE>


      *As set forth in Section 6.7(b) of the Agreement.

COMMENTS REGARDING EXCEPTIONS:  See Attached.           BANK USE ONLY

Sincerely,                                      Received by:_________________
_____________________________                               AUTHORIZED SIGNER
Signature
_____________________________                   Date:________________________
Title
_____________________________                   Verified:____________________
Date                                                        AUTHORIZED SIGNER
                                                Date:________________________

                                                Compliance Status:   Yes   No



                                      -27-


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