Form of Warrant



 Exhibit 4.2 
  
 Form of Warrant 
  
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, IN RELIANCE UPON
EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED UNLESS IT IS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 
  

			
	 Issuance Date:
                        , 2005
	  	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”), is entitled 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 to time after the issuance date hereof (“Exercise Date”) but not
later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of such issuance date (“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 $             (the exercise price in effect from
time to time hereafter being herein called the “Warrant Price”). 1 The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

  
 This Warrant has been issued pursuant to the terms of the Note and Warrant
Purchase Agreement (“Purchase Agreement”) dated November 10, 2005 between the Company and the Warrantholder. Capitalized terms used herein and not defined shall have the meaning specified in the Purchase Agreement. 
  
 1. Registration. The Company shall maintain books for the transfer
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 (“Securities Act”), 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 for transfer 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 Warrantholder or holder shall include any such transferee. 
  


	1	To be determined in accordance with the Purchase Agreement. 

  

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 3. Exercise of Warrant. 
  
 (a) Subject to the provisions hereof, the Warrantholder may exercise 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 executed Warrant exercise form attached hereto (the “Exercise
Agreement”) (which may be by fax), to the Company during normal business hours on any business day at the Company’s principal 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 the Company 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 the close 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 the aggregate 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 so delivered 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 been exercised. 
  
 (b) If the per share Closing Price of the Common Stock shall exceed an amount that is three (3) times the Warrant Price for 20 consecutive Trading
Days ending no later than March 31, 2006, the Company may require that the Warrantholder exercise this Warrant, provided that such notice may be given no later than 5:00 p.m. St. Louis time April 10, 2006. Such exercise shall be treated as
if a voluntary exercise had been effected pursuant to Section 3 above. The Warrants shall be exercised on such date specified in the notice, but no fewer than three and no more than 10 Trading Days following the date of such Notice. 

 
 (c) 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 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 reporting system 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 by any New York Stock Exchange member firm reasonably selected by the Company
for such purpose. 
  
 4. Cashless Exercise. The
Warrantholder may, at its election exercised in its sole discretion, exercise this Warrant and, in lieu of making the cash payment otherwise 

  

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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 receive upon 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 this
Warrant is then being exercised. 
  
 B= the closing sale price of the Common Stock
on the Nasdaq National Market on the trading day immediately preceding the date of the Exercise Notice. 
  
 C= the Warrant Price then in effect for the applicable Warrant Shares at the time of such exercise. 
  
 5. Compliance with the Securities Act of 1933. 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 the Securities Act of 1933, as amended, 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 may cause 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 registered for resale under the Investor Rights Agreement, 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 or taxes 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. The holder shall be responsible for income taxes due under federal or state law, if any such tax is due. 
  
 7. Mutilated or Missing 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 to a 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 there have been reserved, and the Company shall at all applicable times keep 

  

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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 issuable upon 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 requisite for 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 paid and non-assessable shares of Common Stock of the Company. 
  
 9. Warrant Price. The Warrant Price, subject to adjustment as 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, recapitalization or 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 Stock obtainable 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 outstanding shares 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 be proportionately 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 within ten (10) business days after any request from time to time of the Warrantholder, it 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 be appropriately 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 the adjustment 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. If any 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 the fraction. 
  
 13. Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (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. 
  

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 14. Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the
Warrant Price, the Company shall forthwith 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 reasonable detail 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 conclusive evidence 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 any subsequent 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 forth the name and address of such transfer agent. 
  
 16. Notices. Any notice pursuant hereto to be given or made by the Warrantholder 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. 
 4041 Forest Park Avenue

 St. Louis, Missouri 63108 
 (314) 615-6940 
 Fax: (314) 615-6922 
 Attention: Chief Financial Officer 
  
 or such other address as the Company may specify in writing by notice to the Warrantholder complying 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 the Warrantholder shall be sufficiently given or made
if personally delivered 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, as to 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 such courier 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 of certain registration rights in respect of the Warrant Shares as
provided in the Purchase Agreement. 
  

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 18. Successors. 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, without giving 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 the holder 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 or termination, 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 which might 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 exercise of this Warrant. 
  
 21. Assignment, etc. The Warrantholder agrees that in no event will it make a transfer or disposition of any of this Warrant (other than pursuant
to an effective registration statement under the 1933 Act), unless and until (i) it shall have notified the Company of the proposed disposition and shall have furnished the Company 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 such Warrantholder 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 1933 Act. Notwithstanding the foregoing, no formal notice or opinion of counsel shall be required for the
transfer by an Warrantholder to: (x) any partner of a Warrantholder or to a retired partner of a Warrantholder, who retires after the date of this Agreement, (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 be subject to the terms of this Agreement 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 duly executed as of the date first written above. 
  

			
	STEREOTAXIS, INC.
		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

			
	Attest:
		
	Sign:	 	  


	Print Name:

  

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 STEREOTAXIS, INC. 
 WARRANT EXERCISE FORM 
  
 Stereotaxis, Inc. 
  
 4041 Forest Park Avenue 
  
 St. Louis,
Missouri 63108 
  
 Fax: (314)0615-6922

  
 Attention: Chief Financial Officer

  
 This undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Common Stock Purchase Warrant (“Warrant”) for, and to purchase thereunder              shares of Common 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: