**Exhibit 10.31c**

**SECOND AMENDMENT TO**

**NOTE AND WARRANT PURCHASEAGREEMENT**

This Second Amendment to Note and Warrant Purchase Agreement (this “Second Amendment”) is madeas of October 9, 2009, and amends that certain Note And Warrant Purchase Agreement dated February 21, 2008, as amended by that certain First Amendment to Note and Warrant Purchase Agreement, made effective as of December 29, 2008 (asso amended, the “Existing Agreement”) by and among Stereotaxis, Inc., a Delaware corporation (the “Company”), Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH & CoKG, Sanderling VI Limited Partnership and Alafi Capital Company LLC (each, a “Lender” and together, the “Lenders”). 

**RECITALS**

**WHEREAS**, the Lenders and the Company are parties to theExisting Agreement, pursuant to which the Lenders have extended a $10 million borrowing facility (the “Underlying Facility”) to the Company, $5 million from each Lender on a several (but not joint and several) basis; 

**WHEREAS**, the Company and the Lenders desire to further amend the Existing Agreement, and wish to set forth certain other agreementsbetween the Company and the Lenders, all as set forth more specifically in this Second Amendment. 

**NOW, THEREFORE**, inconsideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows: 

**ARTICLE 1**

**DEFINITIONS**

1.1 Defined Terms. As used in this Second Amendment, the following terms shall have the meaningsset forth below: 

1.1.1 “Closing Bid Price” and “Closing Sale Price” means, for any securityas of any date, the last closing bid price and last closing trade price, respectively, for such security on The NASDAQ Global Market, as reported by Bloomberg, or, if The NASDAQ Global Market begins to operate on an extended hours basis and does notdesignate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if The NASDAQ GlobalMarket is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listedor traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported byBloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the“pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing BidPrice or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend,stock split, stock combination or other similar transaction during the applicable calculation period. 

1.1.2 “Extension Exercise Price” means $4.25, which is equal to the ClosingBid Price on the Trading Day immediately prior to the date hereof, or any other date that may be required under the rules of The NASDAQ Global Market so that approval of the Company’s stockholders is not required by such rules. 

1.1.3 “Qualified Financing” (in lieu of and replacing the definition previously set forth in the Existing Agreement) shallmean additional financing from any third party (other than indebtedness of the Company to banks, commercial finance lenders and similar financial institutions) received by the Company after the date of this Second Amendment in the aggregate amountof not less than Thirty Million Dollars ($30,000,000). For purposes of clarity a Qualified Financing shall exclude any proceeds received from the Ramius Registered Direct Offering. 

1.1.4 “Ramius Registered Direct Offering” shall mean that certain registered direct offering the Company’s Common Stockand warrants to purchase Common Stock, pursuant to that certain Securities Purchase Agreement dated December 29, 2008 among the Company and RCG PB, Ltd. And Ramius Enterprise Master Fund Ltd. 

1.1.5 “Trading Day” shall mean a day on which the principal national securities exchange on which the Common Stock is listedor admitted to trading is open for business. 

1.2 Undefined Terms. Terms and definitions used in this Second Amendment but not definedin this Section 1 shall have the same meanings given to such terms in the Existing Agreement. 

**ARTICLE 2**

**CERTAIN AMENDMENTS**

2.1 Extension to March 31, 2011. Notwithstanding anything to the contrary in the Existing Agreement, the Commitment Period under Section 1.2 and the Maturity Date under Section 1.4is hereby extended to March 31, 2011. Each reference to “May 11, 2010” set forth in Sections 1.2 and 1.4 of the Existing Agreement (as amended by the First Amendment thereto) and in the Form of Note attached as Exhibit Athereto is hereby replaced with “March 31, 2011.” 

2.2 Warrant Coverage. In consideration of the extension of the CommitmentPeriod under Section 1.2 and the Maturity Date under Section 1.4 pursuant to Section 2.1 above, an additional Warrant (together, the “2011 Extension Warrants”) to purchase such number of shares of Common Stock shallbe issued to each Lender equal to that portion of the Committed Funds to be loaned by each such Lender multiplied by 28.22%, divided by the Extension Exercise Price (provided that all of the Lenders taken together shall receive Warrants to purchasean aggregate of 664,064 shares of Common Stock). Such 2011 Extension Warrants shall be in the form attached as Exhibit A hereto and shall have an Exercise Price Equal to the Extension Exercise Price. 

2.3 Payment to Company for 2011 Extension Warrants. The Lenders shall make any required payment forthe 2011 Extension Warrants under the applicable rules of The NASDAQ Global Market at the time such 2011 Extension Warrants are to be issued. If any such payment is required, each Lender may cause a fewer number of 2011 Extension Warrants to beissued to it in lieu of making such payment upon receipt of such 2011 Extension Warrants. 

2.4 Guaranty; Reduction of Guaranty andCommitted Funds. (a) The parties acknowledge that Sanderling Venture Partners VI Co-Investment Fund, L.P. and Alafi Capital Company LLC have each entered into an Unconditional Limited Guaranty dated as of March 4, 2009 andMarch 3, 2009, respectively, in favor of Silicon Valley Bank, guarantying repayment of amounts set forth therein, but each having a maximum liability of $5,000,000 of principal amount under the Amended Revolver. The parties agree that theCompany may agree to extend the maturity date of the Amended Revolver to a date no later than March 31, 2011, and that in such event, the Lenders shall each cause their respective Unconditional Limited Guaranty agreements to be extended to suchMarch 31, 2011 maturity date, in such form, and together with such other documents or arrangements supporting, securing or collateralizing such guaranty obligation (including, without limitation, a letter of credit and covenants with respect toproviding certain limited financial information), all as may be requested by Silicon Valley Bank in its commercially reasonable discretion. 

(b) In the event that any of the Lenders purchase the Company’s equity securities prior to March 31, 2011, the amount of such Lender’s obligation under its Unconditional Limited Guaranty infavor of Silicon Valley Bank shall be reduced, on a dollar-for-dollar basis, by the gross proceeds invested by such Lender, up to 100% of such Lender’s maximum liability under such Unconditional Limited Guaranty. In such event, a correspondingreduction shall be made for such Lender in the Schedule of Committed Funds under the Agreement relating to such Lender’s obligation thereunder. The Company acknowledges that any investment by a Lender pursuant to the this Section 2.4(b)may be conditioned upon such Lender’s receipt of documentation of Silicon Valley Bank’s acknowledgement of such arrangement, in form satisfactory to such Lender in its sole discretion. 

2.5 Registration Rights. The Company agrees file with the SEC a registration statement (or amend a current registration statement) with respect tothe maximum number of Warrant Shares issuable upon exercise of the 2011 Extension Warrants on or prior to April 30, 2010. 

**ARTICLE 3**

**MISCELLANEOUS**

3.1 Agreement Conditions. This Second Amendment is expressly conditioned on the further extension of the maturity date of the Amended Revolver to a date no later than March 31, 2011, and theabsence of material amendment to the other terms of such Amended Revolver without the written consent of the Lenders. 

3.2 OriginalAgreements in Full Force and Effect. Except as expressly modified by this Second Amendment, the terms of the Existing Agreement (including without limitation the First Amendment thereto) shall continue in full force and effect withoutmodification. 

3.3 Titles and Subtitles; Construction. The titles of the Sections and Subsections of thisSecond Amendment are for convenience of reference only and are not to be considered in construing this Second Amendment. All words used in this Second Amendment will be construed to be of such gender or number as the circumstances require.

3.4 Counterparts. This Second Amendment may be executed by facsimile and in any number of counterparts, each of which shall be deemedan original, and all of which together shall constitute one instrument. 

3.5 Successors and Assigns. Except as otherwise expresslyprovided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 

3.6 Amendment and Waiver. The terms of this Second Amendment may be amended only through a written agreement signed by the Lenders and by the Company. Any term, representation, warranty or covenanthereof may be waived by the party that is entitled to the benefit thereof, but no such waiver in any one or more instances shall be deemed or construed as a waiver of the same or any other term of this Second Amendment on any future occasion.

3.7 Conflict. The Parties acknowledge that the terms of this Second Amendment are intended to amend the terms of the ExistingAgreement. Accordingly, in the event of a conflict between the terms of this Second Amendment and the Existing Agreement, the terms contained in this Second Amendment shall control for all purposes. 

3.9 Severability. In case any provision of this Second Amendment shall be invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

3.10 Governing Law. This SecondAmendment shall be governed in all respects by the internal laws of the State of Delaware, without giving effect to principles of conflicts of law. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be signed byduly authorized officers or representatives, effective as of the date first written above. 

 
**STEREOTAXIS, INC.**By: 
/s/ James M. Stolze
Name: James M. StolzeTitle: VP & CFO**SANDERLING VENTURE PARTNERS VI CO-INVESTMENT FUND, L.P.**By: Middleton, McNeil, Mills & Associates VI, LLCBy: 
/s/ Fred A. Middleton
Fred A. Middleton, Managing Director**SANDERLING VI LIMITED PARTNERSHIP**By: Middleton, McNeil, Mills & Associates VI, LLCBy: 
/s/ Fred A. Middleton
Fred A. Middleton, Managing Director**SANDERLING VI BETEILIGUNGS GMBH & CO. KG**By: Middleton, McNeil, Mills & Associates VI, LLCBy: 
/s/ Fred A. Middleton
Fred A. Middleton, Managing Director**ALAFI CAPITAL COMPANY LLC**By: 
/s/ Christopher Alafi
 Christopher Alafi, Manager

**Exhibit A**

**Form of Warrant**

**THIS SECURITY HAS NOT BEEN REGISTERED UNDER THESECURITIES ACT (AS DEFINED HEREIN), OR UNDER ANY STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS SECURITY MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED TO A “PERMITTED TRANSFEREE” (AS DEFINEDHEREIN) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION EXEMPT FROM THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.**

 
Effective Date:                     , 200     Warrant No.:                     
**STEREOTAXIS, INC.**

**COMMON STOCK PURCHASE WARRANT**

**TO PURCHASE SHARES OF**

**COMMON STOCK, $0.001 PAR VALUE PER SHARE**

This is to certify that, FOR VALUE RECEIVED,                      (“Warrantholder”), isentitled to purchase, subject to the provisions of this Common Stock Purchase Warrant (“Warrant”), from Stereotaxis, Inc., a corporation organized under the laws of Delaware (“Company”), at any time and from time totime on or after March 1, 2010 (the “Exercise Date”) but not later than 5:00 P.M., St. Louis, Missouri time, on February 28, 2015 (the “Expiration Date”),                     shares (“Warrant Shares”) of Common Stock, $0.001 par value (“Common Stock”), of the Company,at an exercise price per share equal to $4.25 (the exercise price in effect from time to time hereafter being herein called the “Warrant Price”). The number of Warrant Shares purchasable upon exercise of this Warrant and the WarrantPrice shall be subject to adjustment from time to time as described herein. 

This Warrant has been issued pursuant to theterms of the Note and Warrant Purchase Agreement, dated February 21, 2008, amended by the First Amendment to Note and Warrant Purchase Agreement, made effective as of December 31, 2009 and by the Second Amendment to Note and WarrantPurchase Agreement, dated as of October 9, 2009 (as amended, the “Purchase Agreement”) by and among the Company, the Warrantholder and the other lenders set forth therein. Capitalized terms used herein and not defined shallhave the meaning specified in the Purchase Agreement. 

1. Registration. The Company shall maintain books for thetransfer and registration of the Warrant. Upon the initial issuance of the Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder. 

2. Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “SecuritiesAct”), or an exemption from registration thereunder. Subject to such restrictions, the Company shall transfer this Warrant from time to time, upon the books to be maintained by the Company for that purpose, upon surrender hereof fortransfer properly endorsed or accompanied by appropriate instructions for transfer upon any such transfer, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company. References to Warrantholderor holder shall include any such transferee. 

3. Exercise of Warrant. Subject to the provisions hereof, the Warrantholder mayexercise this Warrant to purchase the Warrant Shares, in whole or in part, at any time and from time to time on and after the Exercise Date and before the Expiration Date upon surrender of the Warrant, together with delivery of the duly executedWarrant exercise form attached hereto (the “Exercise Agreement”) (which may be by fax or portable document format (pdf) delivered by email), to the Company during normal business hours on any business day at the Company’sprincipal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon payment to the Company in cash, by certified or official bank check or by wire transfer for the account of theCompany of the Warrant Price for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder’s designee, as the record owner of such shares, as of theclose of business on the date on which the completed Exercise Agreement shall have been delivered to the Company (or such later date as may be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing theaggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates sodelivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part,then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have beenexercised. 

4. Cashless Exercise. (a) The Warrantholder may, at its election exercised in its sole discretion,exercise this Warrant and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Warrant Price for the Warrant Shares specified in the Exercise Agreement, elect instead to receiveupon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): 

 
Net Number = (A x B) - (A x C)
      B

For purposes of the foregoing formula: 

A = the total number of shares with respect to which thisWarrant is then being exercised. 

B = the Closing Price of the Common Stock on NASDAQ on the Trading Day immediately preceding the date of theExercise Notice. 

C = the Warrant Price then in effect for the applicable Warrant Shares at the time of such exercise. 

(b) Certain Definitions. 

“Trading Day” shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for business. 

“Closing Price” with respect to Common Stock on any day means the reported last sales price regular way on The NASDAQGlobal Select Market (“NASDAQ”), or, if no such reported sale occurs on such day, the average of the closing bid and asked prices regular way on such day, in each case as reported in the principal consolidated transaction reportingsystem with respect to securities listed on the principal national securities exchange on which such class of security is listed or admitted to trading as reported by NASDAQ or any comparable system then in use or, if not so reported, as reported byany New York Stock Exchange member firm reasonably selected by the Company for such purpose. 

5. Compliance with theSecurities Act. Neither this Warrant nor the Common Stock issued upon exercise hereof nor any other security issued or issuable upon exercise of this Warrant may be offered or sold except as provided in this Warrant and in conformity with theSecurities Act, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section 5 with respect to any resale or other disposition of such security. The Company maycause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on the Warrant Shares or any other security issued or issuable upon exercise of this Warrant until the Warrant Shares have been registeredfor resale, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary. 

6.Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax ortaxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant in respect of which such shares are issued. Theholder shall be responsible for income taxes due under federal or state law, if any such tax is due. 

7. Mutilated orMissing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost,stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect toa lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if reasonably requested by the Company. 

8. Reservation of Common Stock. The Company hereby represents and warrants that therehave been reserved, and the Company shall at all applicable times keep reserved, out of the authorized and unissued Common Stock, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrant in full(without regard to any restrictions on beneficial ownership contained herein), and the transfer agent for the Common Stock, including every subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuableupon the exercise of any of the right of purchase aforesaid (“Transfer Agent”), shall be irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares of Common Stock as shall be requisitefor such purpose. The Company agrees that all Warrant Shares issued upon exercise of the Warrant in accordance with its terms shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paidand non-assessable shares of Common Stock of the Company. 

9. Warrant Price. The Warrant Price, subject to adjustmentas provided in Section 10 hereof, shall, if payment is made in cash or by certified check, be payable in lawful money of the United States of America. 

10. Adjustment of Warrant Exercise Price and Number of Shares. If the Company at any time after the date of issuance of this Warrant subdivides (by any stock split, stock dividend, recapitalizationor otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stockobtainable upon exercise of this Warrant will be proportionately increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise) one or more classes of its outstandingshares of Common Stock into a smaller number of shares, the Warrant Price in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock obtainable upon exercise of this Warrant will beproportionately decreased. Any adjustment under this Section 10 shall become effective at the close of business on the date the subdivision or combination becomes effective. 

11. Replacement Warrants. The Company agrees that after any request from time to time of the Warrantholder and within ten(10) business days upon the Company’s receipt of this Warrant, the Company shall deliver to such holder a new Warrant in substitution of this Warrant which is identical in all respects except that the then Warrant Price shall beappropriately specified in the Warrant, and the Warrant shall specify the fixed number of Warrant Shares into which this Warrant is then exercisable. Such changes are intended not as amendments to the Warrant but only as clarification of theadjustment in the preceding Section for convenience purposes, and such adjustments shall not affect any provisions concerning adjustments to the Warrant Price or number of Warrant Shares contained herein. 

12. Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the exercise of the Warrant. Ifany fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon the exercise of the Warrant (or specified portions thereof), the Company shall round such calculation to the nearest whole number and disregard thefraction. 

13. Benefits. Nothing in this Warrant shall be construed to give any person, firm orcorporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder. 

14. Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shallforthwith give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonabledetail the method of calculation and the facts upon which such calculation is based. In the event of a dispute with respect to any such calculation, the certificate of the Company’s independent certified public accountants shall be conclusiveevidence of the correctness of any computation made, absent manifest error. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment. 

15. Identity of Transfer Agent. The Transfer Agent for the Common Stock is Bank of New York. Forthwith upon the appointment of anysubsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will fax to the Warrantholder a statement setting forththe name and address of such transfer agent. 

16. Notices. Any notice pursuant hereto to be given or made by theWarrantholder to or on the Company shall be sufficiently given or made if delivered personally or by facsimile or if sent by an internationally recognized courier, addressed as follows: 

Stereotaxis, Inc. 

4320 Forest Park Avenue, Suite 100 

St. Louis, Missouri 63108 

Fax: (314) 678-6110 

Attention: Chief Financial Officer 

or such other address as the Company may specify in writing by notice to the Warrantholdercomplying as to delivery with the terms of this Section 16. 

Any notice pursuant hereto to be given or made by the Company to or on theWarrantholder shall be sufficiently given or made if personally delivered, if sent by facsimile or if sent by an internationally recognized courier service by overnight or two-day service, to the address set forth on the books of the Company or, asto each of the Company and the Warrantholder, at such other address as shall be designated by such party by written notice to the other party complying as to delivery with the terms of this Section 16. 

All such notices, requests, demands, directions and other communications shall, when sent by courier, be effective two (2) days after delivery to suchcourier as provided and addressed as aforesaid. All faxes shall be effective upon receipt. 

17. Registration Rights. The holder of this Warrant is entitled to the benefit ofcertain registration rights in respect of the Warrant Shares as provided in the Purchase Agreement. 

18. Successors.Subject to the restrictions on transfer described in Section 21 below, all the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

19. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Delaware, withoutgiving effect to its conflict of law principles, and for all purposes shall be construed in accordance with the laws of said State. 

20. Absolute Obligation to Issue Warrant Shares. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by theholder hereof to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation ortermination, or any breach or alleged breach by the holder hereof or any other Person of any obligation to the Company or any violation or alleged violation of law by the holder or any other Person, and irrespective of any other circumstance whichmight otherwise limit such obligation of the Company to the holder hereof in connection with the issuance of Warrant Shares. The Company will at no time close its shareholder books or records in any manner which interferes with the timely exerciseof this Warrant. 

21. Assignment, etc. The Warrantholder agrees that in no event will it make a transfer or dispositionof any of this Warrant or the Warrant Shares (other than pursuant to an effective registration statement under the Securities Act), unless and until (i) it shall have notified the Company of the proposed disposition and shall have furnished theCompany with a statement of the circumstances surrounding the disposition and assurance that the proposed disposition is in compliance with all applicable laws, and (ii) if reasonably requested by the Company, at the expense of suchWarrantholder or its transferee, it shall have furnished to the Company an opinion of counsel, reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the Securities Act. Notwithstanding theforegoing, no formal notice or opinion of counsel shall be required for the transfer by an Warrantholder to any of the following (each, a “Permitted Transferee”): (x) any partner of a Warrantholder or to a retired partner of aWarrantholder, who retires after the date of this Warrant, (y) the estate of any such partner or a retired partner or for the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors or(z) any entity which is a wholly-owned subsidiary of the Warrantholder or which is under common control with the Warrantholder; provided, however, in all cases where no legal opinion is required that the transferee shall agree in writing to besubject to the terms of this Warrant to the same extent as if it were the original Warrantholder hereunder. 

IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be dulyexecuted as of the date first written above. 

 

**STEREOTAXIS, INC.**

By:
 
 

Name:
 
Title:
 

**STEREOTAXIS, INC.**

**WARRANT EXERCISE FORM**

Stereotaxis, Inc. 

4320 Forest Park Avenue, Suite 100 

St. Louis,Missouri 63108 

Fax: (314) 678-6110 

Attention: Chief Financial Officer 

This undersigned hereby irrevocably elects to exercise the right of purchase represented by theCommon Stock Purchase Warrant (“Warrant”) for, and to purchase thereunder                          shares ofCommon Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows: 

 
Name: 
 
 Address: 
 
  
 
  
 
 
and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant,that a new Warrant for the balance of the Warrant Shares. 

 
Dated: 
 
 Signature: 
 
 Print Name: 
 
   
 
Address: