Exhibit
10.12i


 


SECOND
AMENDMENT TO
LEASE AGREEMENT


 


THIS
SECOND AMENDMENT TO LEASE AGREEMENT (the
“Second Amendment”)
is made as of the ___ day
of October, 2021 (“Effective Date”),
by and between Globe Building Company,
a Missouri general partnership (“Landlord”),
and Stereotaxis, Inc.,
a Delaware
corporation (“Tenant”).


 


WITNESSETH:


 


WHEREAS,
Landlord and Tenant entered into that
certain Lease Agreement dated March 1, 2021 (the
“Original Lease”),
for space on the
ground floor of the building known as
the Globe Building, located at
710 N. Tucker,
St. Louis, Missouri; and


 


WHEREAS,
the parties hereto modified the Original Lease by
the First
Amendment to Lease Agreement dated March 30, 2021 (as modified, the “First Amended Lease”); and


 


WHEREAS,
the parties hereto have agreed to modify the First Amended Lease in the manner hereinafter described (the First Amended Lease as amended
by this Second Amendment to Lease is referred to as the “Lease”); and


 


WHEREAS,
words and phrases having defined meanings in the Lease shall have the same
respective meanings when used herein,
unless otherwise expressly defined herein.


 


NOW,
THEREFORE, in
consideration of the mutual
covenants herein and other good
and valuable consideration, the receipt
and sufficiency
of which are hereby acknowledged, Landlord
and Tenant agree as
follows:


 


1.
Creation of Final Tenant Improvement Bid and Final Tenant Improvement Plans. Exhibit E, Section A (iii) to the Lease describes
the procedure for the modification of Approved Construction Document Tenant Improvement Plans and Preliminary MEP Plans into the final
plans that will be used to construct the Tenant Improvements. Tenant and Landlord have followed that procedure and have agreed on “Final
Tenant Improvement Plans” and a “Final Tenant Improvement Bid” (as both those terms are defined in the First
Amended Lease).


 


2.
Final Tenant Improvement Plans: Tenant and Landlord agree
that Exhibit 1 to this Second Amendment to Lease—consisting of the Remiger Design Stereotaxis DD Pricing Set
dated 4/9/21, as amended by a CD Bid Set dated 4/30/21, as amended by Addendums 1 & 2 dated 5/21/21 and 5/31/21 respectively, and
finally by the addendums made during the value engineering process which are described in the Addendum 5 dated 8/30/21—constitute
the Final Tenant Improvement Plans. In the event of any conflict between the Addendum dated 8/30/21 and the earlier drawings,
the Addendum dated 8/30/21 shall control.


 


3.
Final Tenant Improvement Bid: Tenant and Landlord accept that Exhibit 2 to this Second Amendment to Lease constitutes
the Final Tenant Improvement Bid, which is based on the Final Tenant Improvement Plans as amended by the Addendum 5 dated 8/30/21.


 


4.
Modifications to Final Tenant Improvement Plans and Final Tenant Improvement Bid: Tenant and Landlord acknowledge that they
are still exploring methods of value engineering the design of the Tenant Improvements. Any changes in the Final Tenant Improvement
Plans and/or Final Tenant Improvement Bid from Exhibits 1 and 2 (respectively) shall be handled as a Change Order pursuant
to Exhibit E, Section E, to the Lease.


 




    	 



     


    

 


5.
TI Shortfall: Per Section C of Exhibit E to the Lease and as of the Effective Date, the amount by which the TI Costs exceeds
the Allowance Funds is the TI Shortfall. The Allowance Funds consist of the following:


 


$1,426,595
per the allowances provided for in the Lease; plus the following amounts from the Tenant Improvement Bid that the Parties agree should
be included in Landlord Delivery Condition. Rather than rebid the project, the Parties agree to adjust the Allowance Funds as follows
(all numbers below include general contractor’s general conditions, profit and overhead totaling 18%, as applicable):


 


	 	●	$20,425.80
    for upgrading the glass walls around the conference rooms and CEO office.
	 	●	$10,014.66
    for installation of motorized and insulated garage door to the new loading dock.
	 	●	$6,490.00
    for new doorway and lighting in the Storage Space.
	 	●	$3,750.00
    for Landlord’s agreed upon contribution to the fly-through created by Remiger.


 


$40,680.46
Total Additional Allowance FUNDS


 


Therefore,
the Allowance Funds are: $1,467,275.46.


 


The
Final Tenant Improvement Bid is $3,220,399.


The
TI Shortfall is ($3,220,399-$1,467,275.46) = $1,753,123.54.


 


The
ratios of Allowance Funds and TI Shortfall to the Final Tenant Improvement Bid are as follows:


 


	 	 	TI
    Shortfall:	54%
	 	 	Allowance
    Funds:	46%


 


The
Parties agree that if any modifications are made to the Final Tenant Improvement Plans and/or Final Tenant Improvement Bid
following the Effective Date pursuant to Section 4 above, and such changes affect the costs of the above Tenant Improvements, TI
Costs, Allowance Costs and/or TI Shortfall, Landlord shall account for such modified costs and adjust the above calculations within 30
days following final completion of the Tenant Improvements in accordance with Section C of Exhibit E.


 


6.
Miscellaneous.


 


a.
This Second Amendment
may be executed in one or more counterparts, each of which shall be deemed an original
and all such
counterparts,
taken together, shall
constitute but one
and the same instrument.
Facsimile signatures on any counterpart shall
be effective as an original signature,
but the parties hereto agree to deliver
to the other original
signatures within
thirty (30)
days after the date of this Second
Amendment.


 


b.
Except as expressly amended and modified hereby,
all of the terms and
provisions of the Lease shall
remain unchanged and in full force and
effect and
are hereby ratified and confirmed.


 


c.
In the
event of any conflict
between the terms of this Second Amendment
and the terms of
the Lease, the terms
of this Second Amendment shall govern and control.


 


d.
This Second
Amendment shall inure
to the benefit of the parties hereto and their respective
successors and
assigns.


 


e.
Tenant acknowledges that
the First Amended Lease as amended by
this Second Amendment contains the entire
agreement between Landlord and Tenant
relating to Tenant’s lease of the Premises, and supersedes
all prior discussions,
representations, communications and
agreements between them related to Tenant’s lease of the Premises.


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year set forth above.


 


	TENANT:	 	LANDLORD:
	 	 	 	 	 
	STEREOTAXIS, INC., a Delaware corporation	 	GLOBE
BUILDING COMPANY, a Missouri general partnership

	 	 	 	 	 
	By:	/s/
    Kimberly R. Peery	 	By: 	/s/ Steven
    M. Stone
	Name: 	Kimberly R. Peery	 	 	Steven M. Stone, Authorized Representative
	Title:	CFO