Exhibit 10.1
PLACEMENT AGENCY AGREEMENT
July 17, 2025
David L. Fischel
Chief Executive Officer
Stereotaxis, Inc.
710 North Tucker Boulevard
Suite 110
St. Louis, Missouri 63101
Dear Mr. Fischel:
This letter agreement (the “Agreement”)
constitutes the agreement between Lake Street Capital Markets, LLC (“Lake Street”), as placement agent (the “Placement
Agent”) and Stereotaxis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”),
pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of shares of common stock (the “Shares”)
of the Company, par value $0.001 per share (“Common Stock”). The terms of the Placement and the Shares shall be mutually
agreed upon by the Company and the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”)
and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation
for the Company to issue any Shares or complete the Placement. This Agreement and the documents executed and delivered by the Company
and the Purchasers in connection with the Placement, which may include a securities purchase agreement between the Company and one or
more of such Purchasers in a form mutually agreed upon by the Company and the Placement Agent (the “Purchase Agreement”),
shall be collectively referred to herein as the “Transaction Documents.” The dates of closings of the Placement under
the Purchase Agreement shall each be referred to herein as a “Closing Date.” The Company expressly acknowledges and
agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this
Agreement does not constitute a commitment by the Placement Agent to purchase the Shares and does not ensure the successful placement
of the Shares or any portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the
Company. With the prior written consent of the Company, the Placement Agent may retain other brokers or dealers to act as sub-agents or
selected-dealers on its behalf in connection with the Placement. Capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, executive officers of the Company will
be available upon reasonable notice and during normal business hours to answer inquiries from prospective Purchasers.
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY; COVENANTS OF THE COMPANY.
A. Representations of the Company. Each of
the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers
in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully
restated herein) and is, as of the date of this Agreement and as of any Closing Date, hereby made to, and in favor of, the Placement Agent.
In addition to the foregoing, the Company represents and warrants that:
1. The Company has prepared and filed with
the Commission a registration statement on Form S-3 (Registration No. 333-272102), and amendments thereto, and related preliminary prospectuses,
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of up to $100,000,000 of
the securities of the Company identified therein, which registration statement, as so amended (including post-effective amendments, if
any) became effective on June 6, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act
or received any necessary waivers from the Commission with respect to its eligibility thereof. Such registration statement meets the requirements
set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant
to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission
promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the
Shares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with
respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the
date of this Agreement (including any Rule 462(b) registration statement), is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” In addition, any written
communication relating to the offering of Shares constituting a Permitted Free Writing Prospectus (as such term is defined below) shall
be subject to the requirements and restrictions set forth in the covenants of this Agreement. Any reference in this Agreement to the Registration
Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference
therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base
Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed
to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base
Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included,” “described,”
“referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus
Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and
other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus
Supplement, as the case may be. The Company has not received any notice that the Commission has issued or intends to issue a stop order
suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement, or intends
to commence a proceeding for any such purpose.
2. The Registration Statement (and any further
documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration
Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities
Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not,
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The Base Prospectus, and the Prospectus Supplement, each as of its respective date, comply in all material
respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, and the Prospectus
Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission,
contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect
to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or
Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of
the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof
which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with
the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby
that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There
are no contracts or other documents required to be described in the Base Prospectus, or Prospectus Supplement, or to be filed as exhibits
or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will not be filed within the
requisite time period.
B. Covenants of the Company. The Company has
delivered or made available, or will as promptly as practicable deliver or make available, to the Placement Agent complete conformed copies
of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies
of the Registration Statement (without exhibits), the Base Prospectus, and the Prospectus Supplement, as amended or supplemented, in such
quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has
distributed and none of them will distribute, prior to a Closing Date, any offering material in connection with the offering and sale
of the Shares pursuant to the Placement other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies
of the documents incorporated by reference therein and any other materials permitted by the Securities Act. In addition, the Company will
not, unless it obtains the prior written consent of the Placement Agent, make any offer relating to the Securities that would constitute
an issuer free writing prospectus or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 of
the Securities Act (each, an “Issuer Free Writing Prospectus”) required to be filed by the Company with the Commission or
retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents in writing to any
such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted
Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities
Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record
keeping.
SECTION 2. REPRESENTATIONS OF THE PLACEMENT
AGENT.
The Placement Agent represents and warrants that it
(i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer
under the laws of the States applicable to the offers and sales of the Shares by the Placement Agent, (iv) is and will be a corporate
entity validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its
obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status as such.
The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions
of this Agreement and the requirements of applicable law.
SECTION 3. COMPENSATION.
A. In consideration of the services to be provided
for hereunder, the Company shall pay to the Placement Agent or its respective designees, the following compensation with respect to the
placement of the Shares:
1. A cash fee (the “Cash Fee”)
equal to an aggregate of five and one half percent (5.5%) of gross proceeds from the sale of Shares in the Initial Closing to the Purchasers.
The Cash Fee shall be paid to the Placement Agent at the Initial Closing of the Placement. Notwithstanding the above, the Placement Agent
shall not receive a Cash Fee from any gross proceeds received from any Purchasers listed on Schedule I attached hereto.
2. Subject to compliance with FINRA Rule
5110(g)(5), the Company also agrees to reimburse the Placement Agent for all reasonable and documented out-of-pocket expenses incurred
by the Placement Agent in connection with the Placement, including the fees and disbursements of legal counsel, in an aggregate amount
not to exceed $100,000. The Company will reimburse the Placement Agent directly out of the Initial Closing of the Placement.
3. The Placement Agent reserves the right
to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made
by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require
adjustment.
SECTION 4. INDEMNIFICATION. The Company
agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification Provisions”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination or
expiration of this Agreement.
SECTION 5. ENGAGEMENT TERM. The Placement
Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) July 25, 2025 (such
date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein
as the “Term”). Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s
obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration
or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement
Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed
as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the
Placement Agent by the Company for any purposes other than those contemplated under this Agreement.
SECTION 6. PLACEMENT AGENT INFORMATION.
The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential
use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or
otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.
SECTION 7. NO FIDUCIARY RELATIONSHIP.
This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto,
except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that the Placement
Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or
the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of
which are hereby expressly waived.
SECTION 8. CLOSING. The obligations
of the Placement Agent and the sale of the Shares at the Initial Closing are subject to (i) the accuracy, when made and on such Closing
Date, of (a) the representations and warranties on the part of the Company contained herein and in the Purchase Agreement, and (b) the
statements of the Company made in any certificates pursuant to the provisions hereof, (ii) the performance by the Company of its obligations
hereunder, and (iii) each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived
by the Placement Agent:
A. No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission,
and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Base Prospectus,
the Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent. Any filings
required to be made by the Company in connection with the Placement shall have been timely filed with the Commission.
B. The Placement Agent shall not have discovered and
disclosed to the Company on or prior to each Closing Date that the Registration Statement, the Base Prospectus, the Prospectus Supplement
or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of counsel for the Placement
Agent, is material or omits to state any fact which, in the reasonable opinion of such counsel, is material and is required to be stated
therein or is necessary to make the statements therein not misleading.
C. All corporate proceedings and other legal matters
incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Shares, the Registration Statement,
the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement and the transactions contemplated
hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and the Company shall have furnished
to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
D. The Placement Agent shall have received from Bryan
Cave Leighton Paisner LLP, outside counsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and
the Purchasers and dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Placement Agent.
E. As of the date of this Agreement, the Placement
Agent shall have received a certificate of the Chief Financial Officer of the Company, in her capacity as such, dated as of such date,
certifying to certain financial matters, in form and substance reasonably satisfactory to the Placement Agent. On the applicable Closing
Date, the Placement Agent shall have received a certificate of the Chief Financial Officer of the Company, in her capacity as such, dated
as of the applicable Closing Date, to the effect that the Chief Financial Officer of the Company reaffirms the statements made in such
certificate delivered to the Placement Agent as of the date of this Agreement.
F. On the applicable Closing Date, the Placement Agent
shall have received a certificate of the Chief Executive Officer of the Company, in his capacity as such, dated as of the date of such
Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the
Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for such changes as are
contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state of facts existing
at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed by the Company hereunder
on or prior thereto have been fully performed in all material respects.
G. On the applicable Closing Date, the Placement Agent
shall have received a certificate of the Secretary of the Company, in her capacity as such, dated as of the date of such Closing, certifying
to the organizational documents, good standing in the state of incorporation of the Company and board resolutions relating to the Placement
of the Shares from the Company.
H. The Company (i) shall not have sustained since
the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Base Prospectus
and the Prospectus Supplement, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity,
whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set
forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, and (ii) since the date of
the latest audited financial statements included or incorporated by reference in the Registration Statement, the Base Prospectus and the
Prospectus Supplement there shall not have been any change in the capital stock or long-term debt of the Company or any change, or any
development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’
equity, results of operations or prospects of the Company, otherwise than as set forth in or contemplated by the Registration Statement,
the Base Prospectus and the Prospectus Supplement, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment
of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the
Shares on the terms and in the manner contemplated by the Base Prospectus, Prospectus Supplement and the Purchase Agreement.
I. The Common Stock is registered under the Exchange
Act and, as of the applicable Closing Date, the Common Stock shall be listed for trading on the Trading Market or other applicable U.S.
national exchange and reasonable evidence of such action, if available, shall have been provided to the Placement Agent upon its request.
For purposes herein, “Trading Market” means any of the following markets or exchanges on which the Common Stock is
listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).
The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock under
the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market or other applicable U.S. national exchange,
nor has the Company received any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange
is contemplating terminating such registration or listing.
J. No action shall have been taken and no statute,
rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the applicable
Closing Date, prevent the issuance or sale of the Shares or materially and adversely affect or potentially and adversely affect the business
or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent
jurisdiction shall have been issued as of the applicable Closing Date which would prevent the issuance or sale of the Shares or materially
and adversely affect or potentially and adversely affect the business or operations of the Company.
K. The Company shall have prepared for filing with
the Commission a Current Report on Form 8-K with respect to the Placement, including as an exhibit thereto this Agreement.
L. Any Purchase Agreement entered into by the Company
with a Purchaser shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed
between the Company and the Purchaser.
M. FINRA shall have raised no objection to the fairness
and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested by the Placement Agent,
make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA Corporate Financing
Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection therewith.
N. Prior to the applicable Closing Date, the Company
shall have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent may reasonably
request. If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or
if any of the certificates, opinions, written statements or letters furnished to the Placement Agent pursuant to this Section 8 shall
not be reasonably satisfactory in form and substance to the Placement Agent, all obligations of the Placement Agent hereunder may be cancelled
by the Placement Agent at, or at any time prior to, the consummation of the applicable Closing. Notice of such cancellation shall be given
to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.
SECTION 9. [RESERVED].
SECTION 10. GOVERNING LAW. This Agreement
will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed
entirely in such State without regard to the conflicts of laws principles thereof. This Agreement may not be assigned by either party
without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts
of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the
Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party
shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
SECTION 11. ENTIRE AGREEMENT/MISC. This
Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined
to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision
of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except
by an instrument in writing signed by the Placement Agent and the Company. The representations, warranties, agreements and covenants contained
herein shall survive the closing of the Placement and delivery of the Shares. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or .pdf signature page were an original thereof.
SECTION 12. CONFIDENTIALITY. The Placement
Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required by applicable
law or stock exchange requirement, regulation or legal process (“Legal Requirement”)), without the Company’s
prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than
in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information only to its Representatives
(as such term is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informed by
the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential Information”
shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by
the Company to a Placement Agent or its Representatives in connection with the Placement Agent’s evaluation of the Placement. The
term “Confidential Information” will not, however, include information which (i) is or becomes publicly available other
than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available
to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to a Placement Agent
or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently developed
by a Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company. The term “Representatives”
shall mean the Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants.
This provision shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and
(b) two years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives
are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent and its Representatives will furnish
only that portion of the Confidential Information which the Placement Agent or its Representative, as applicable, is required to disclose
by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will
be accorded the Confidential Information so disclosed.
SECTION 13. NOTICES. Any and all notices
or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address specified on the
signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of
transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on a day that is not
a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing,
if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.
SECTION 14. PRESS ANNOUNCEMENTS. The
Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement
Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements
in financial and other newspapers and journals, in each case at its own expense.
[The remainder of this page has been intentionally
left blank.]
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to Lake Street the enclosed copy of this Agreement.
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Very truly yours, |
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LAKE STREET CAPITAL MARKETS, LLC |
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By: |
/s/
Michael Townley |
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Name: |
Michael Townley |
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Title: |
Head of Investment Banking |
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Address for notice: |
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121 South 8th Street, Suite 1000 |
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Minneapolis, Minnesota 55402 |
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Attention: Michael Townley, Head of Investment |
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Banking |
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Email: [email protected] |
Accepted and Agreed to as of
the date first written above:
STEREOTAXIS, INC.
| By: |
/s/ David L. Fischel |
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| Name: |
David L. Fischel |
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| Title: |
Chief Executive Officer |
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Address
for notice:
Stereotaxis, Inc.
710 North Tucker Boulevard
Suite 110
St. Louis, Missouri 63101
Attn: Chief Executive Officer
Email: [email protected]
[Signature Page to Placement Agency Agreement]
ADDENDUM A
INDEMNIFICATION PROVISIONS
In connection with the engagement
of Lake Street Capital Markets, LLC (the “Placement Agent”) by Stereotaxis, Inc. (the “Company”) pursuant to a
placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended from time to
time in writing (the “Agreement”), the Company hereby agrees as follows:
1. To the extent permitted by law, the Company will
indemnify the Placement Agent and its affiliates, directors, officers, employees and controlling persons (within the meaning of Section
15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) against all losses, claims,
damages, expenses and liabilities, as the same are incurred (including the reasonable and documented fees and expenses of counsel), relating
to or arising out of its activities hereunder or pursuant to the Agreement (including, without limitation, with respect to the placement
of Shares to investors listed on Schedule I attached hereto), except, with regard to the Placement Agent, to the extent that any
losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal)
by a court of law to have resulted primarily and directly from the willful misconduct, bad faith or gross negligence in performing the
services described herein, as the case may be of any or all of the Placement Agent.
2. Promptly after receipt by the Placement Agent of
notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is entitled to indemnity
hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, and
the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent
and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled
to employ counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably
determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent
both the Company and the Placement Agent. In such event, the reasonable and documented fees and disbursements of no more than one such
separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that
the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent, which will
not be unreasonably withheld or delayed, unless such settlement includes an unconditional release of the Placement Agent from all liability
arising out of such claim, action or proceeding.
3. The Company agrees to notify the Placement Agent
promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction
contemplated by the Agreement.
4. If for any reason the foregoing indemnity is unavailable
to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable
by the Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities in such proportion as is appropriate
to reflect not only the relative benefits received by the Company on the one hand, and the Placement Agent on the other, but also the
relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims, damages or liabilities,
as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities
referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or
other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be
in excess of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts
received as reimbursement of expenses incurred by the Placement Agent).
5. These Indemnification Provisions shall remain in
full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the termination of the
Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement
or otherwise.
[The remainder of this page has been intentionally
left blank.]
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Very truly yours, |
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|
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LAKE STREET CAPITAL MARKETS, LLC |
| |
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|
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By: |
/s/
Michael Townley |
| |
Name: |
Michael Townley |
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Title: |
Head of Investment Banking |
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Address
for notice: |
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121
South 8th Street, Suite 1000 |
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Minneapolis,
Minnesota 55402 |
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Attention:
Mark Argento, Head of Investment |
| |
Banking |
| |
Email:
[email protected] |
Accepted and Agreed to as of
the date first written above:
| STEREOTAXIS, INC. |
|
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|
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| By: |
/s/
David L. Fischel |
|
| Name: |
David
L. Fischel |
|
| Title: |
Chief
Executive Officer |
|
Address for notice:
Stereotaxis, Inc.
710 North Tucker Boulevard
Suite 110
St. Louis, Missouri 63101
Attn: Chief Executive Officer
Email: [email protected]
[Signature Page to Indemnification Provisions
Pursuant to Placement Agency Agreement]
Schedule I
[Name of Investor]
Exhibit
10.2
FORM
OF SECURITIES PURCHASE AGREEMENT
SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of July 17, 2025, by and between Stereotaxis, Inc., a Delaware corporation
(the “Company”), and each of the investors executing the signature pages attached hereto (each, an “Investor”
and collectively, the “Investors”).
WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement
(as defined below) relating to the offer and sale from time to time of the Company’s securities, including shares of its Common
Stock, $0.001 par value (“Common Stock”);
WHEREAS,
the Company is offering for sale the Offered Shares (as defined below) to the Investors pursuant to the Registration Statement and Prospectus
(including the accompanying prospectus supplement registering the Offered Shares); and
WHEREAS,
the Investors desire to purchase from the Company the Offered Shares on the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
1.
Definitions. As used herein, the following terms have the meanings indicated:
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“Person”
shall mean any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise
or any government or political subdivision or any agency, department or instrumentality thereof.
“Placement
Agent” shall mean Lake Street Capital Markets, LLC.
“Prospectus”
shall mean, collectively, (i) the base prospectus forming a part of the Registration Statement (as defined below) and (ii) one or more
prospectus supplement(s) relating to the Offered Shares in the form filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the “Securities Act”), as the same may be further amended or supplemented prior to the execution of this
Agreement, and which shall include all information and documents incorporated by reference therein.
“Registration
Statement” shall mean the registration statement on Form S-3 (File No. 333-272102), including the base prospectus contained
therein, which was declared effective by the Commission on June 6, 2023, relating to the offer and sale of certain of the securities
specified therein, including shares of Common Stock. References herein to the term “Registration Statement” as of any date
shall mean such effective registration statement, as amended or supplemented to such date, including all information and documents incorporated
by reference therein.
2. Purchase
of Common Stock.
(a)
Initial Closing. Subject and pursuant to the terms and conditions set forth in this Agreement, the Company agrees that it will
issue and sell to each Investor pursuant to the Prospectus, and each Investor agrees severally, but not jointly, that it will purchase
from the Company, on the Initial Closing Date (as defined below) the corresponding number of Offered Shares set forth on Schedule
I attached hereto (the “Initial Shares”). The aggregate purchase price for the Offered Shares (the “Aggregate
Initial Purchase Price”) and the purchase price per Initial Share are set forth on Schedule I hereto. The closing of
the purchase and sale of the Initial Shares (the “Initial Closing”) shall take place at the offices of Bryan Cave
Leighton Paisner LLP located at One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, Missouri at 10:00 A.M. on the date
hereof or on such later date, time, or location, or such other location (including by taking place remotely by electronic transfer of
the Closing documentation) as the parties may agree upon (the “Initial Closing Date”).
(b)
Additional Closing. The Company and the Investor set forth on Schedule II (the “Additional Closing Investor”)
mutually agree that there shall be an additional closing (the “Additional Closing”, and together with the Initial
Closing, each a “Closing”) of the purchase and sale of the corresponding number of Offered Shares set forth on Schedule
II attached hereto (the “Additional Shares”, and together with the Initial Shares, the “Offered Shares”)
on November 25, 2025 or on such earlier date and time as the parties may mutually agree (the “Additional Closing Date”,
and together with the Initial Closing Date, each a “Closing Date”). Subject and pursuant to the terms and conditions
set forth herein, the Company agrees that it shall issue and sell to solely to such Additional Closing Investor (and to no other Investor)
pursuant to the Prospectus, and such Additional Closing Investor agrees that it shall purchase from the Company, such Additional Shares
on the Additional Closing Date. The aggregate purchase price for the Additional Shares (the “Aggregate Additional Purchase Price”,
and together with the Aggregate Initial Purchase Price, the “Aggregate Purchase Price”) and the purchase price per
Additional Share are set forth on Schedule II hereto. The Additional Closing shall take place at the offices of Bryan Cave Leighton
Paisner LLP located at One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, Missouri (or such other location (including
by taking place remotely by electronic transfer of the Closing documentation) as the parties may agree upon) at 10:00 A.M. on the Additional
Closing Date. For purposes of clarity, there shall be no additional conditions relating to such Additional Closing other than those conditions
of the Company set forth in Section 4(a) and those conditions such Additional Closing Investor as set forth in Section 4(b)(1)-(4)
and (7) hereof.
3.
Deliveries at Closings.
(a)
At each Closing, each Investor’s applicable Aggregate Purchase Price, as set forth in Schedule I or Schedule II,
as applicable, shall made available for “Delivery Versus Payment” (“DVP”) settlement with the Company
or its designee. The Company shall deliver to each Investor its respective and applicable Offered Shares, as set forth in Schedule
I or Schedule II, as applicable, upon satisfaction of the covenants and conditions set forth in this Agreement. Unless otherwise
directed by the Placement Agent, settlement of the Offered Shares shall occur as follows: (i) for those Investors electing DVP on the
applicable Closing Date, the Placement Agent (or its clearing firm) shall make payment therefor by wire transfer of immediately available
funds to an account designated in writing by the Company separately, and upon receipt of the applicable proceeds by the Company, the
Company shall issue the Offered Shares registered in the Investors’ names and addresses and released by Broadridge Corporate Issuer
Solutions, Inc. (the “Transfer Agent”) directly to the account(s) at the Placement Agent identified by each Investor
(and upon receipt of such Offered Shares, the Placement Agent shall promptly electronically deliver such Offered Shares to the applicable
Investor, and (ii) for those Investors electing “Company Escrow Settlement”, at least one Business Day prior to the applicable
Closing Date, the applicable Investor shall make payment therefor by wire transfer of immediately available funds to an account designated
in writing by the Company separately, and on the applicable Closing Date the Company shall deliver the Offered Shares registered in the
name of the applicable Investor through the Transfer Agent via Direct Registration System (DRS) book-entry procedure or, if elected by
such Investor, otherwise via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) for the
account of the applicable Investor. Prior to each Closing, each Investor shall indicate in writing to the Company and the Placement agent
whether they are settling their respective Offered Shares via “DVP” or the “Company Escrow Settlement”.
4.
Closing Conditions.
(a)
The obligations of the Company hereunder at each Closing are subject to the following conditions being met:
(1)
the accuracy in all material respects as of the date hereof and as of each Closing Date of the representations and warranties by the
Investors contained herein;
(2)
the delivery by the Investors of the Aggregate Initial Purchase Price or the Aggregate Additional Purchase Price, as the case may be,
to the Company in immediately available funds pursuant to Section 3(a); and
(3)
the Initial Shares and the Additional Shares shall have been approved for listing on the NYSE American stock exchange prior to the Initial
Closing or the Additional Closing, as the case may be, subject only to notice of issuance at or prior to the time of purchase.
(b)
The obligations of the Investors hereunder at each Closing are subject to the material performance by the Company of its obligations
hereunder and to the following conditions being met in all material respects:
(1)
the accuracy in all material respects as of the date hereof and as of each Closing Date of the representations and warranties by the
Company contained herein;
(2)
the delivery by the Company to the Transfer Agent and the Investors of the duly executed irrevocable instructions relating to the Initial
Shares or the Additional Shares, as the case may be;
(3)
the delivery by the Company to the Investors of the Prospectus;
(4)
the Initial Shares or the Additional Shares, as the case may be, shall have been approved for listing on the NYSE American stock exchange,
subject only to notice of issuance at or prior to the time of purchase;
(5)
the delivery by the Company to the Placement Agent and Investors of a certificate of the Chief Financial Officer of the Company, dated
as of the Initial Closing Date, with respect to the accuracy of certain information contained in the Registration Statement and the Prospectus,
in a form reasonably acceptable to the Placement Agent, and such additional certificates and documents as the Placement Agent or any
Investor may reasonably request;
(6)
the delivery of an opinion letter of Bryan Cave Leighton Paisner LLP, counsel to the Company, dated as of the Initial Closing Date and
addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent; and
(7)
the Common Stock shall be registered under the Exchange Act (as defined below) and shall be listed on the NYSE American stock exchange,
and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration
of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the NYSE American stock exchange,
nor shall the Company have received any information suggesting that the Commission or the NYSE American stock exchange is contemplating
terminating such registration or listing.
5.
Representations, Warranties, Covenants and Agreements.
(a)
Investor Representations, Warranties and Covenants. Each of the Investors represents and warrants as to itself to the Company
that as of the date hereof and as of each Closing Date:
(1)
(i) Investor has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby
and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes
a valid and binding obligation of Investor enforceable against Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’
rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
(2)
Investor has received copies of the Registration Statement and the Prospectus, including all documents and information incorporated by
reference therein and amendments thereto, and understands that no Person has been authorized to give any information or to make any representations
that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or
representations in making a decision to purchase the Offered Shares. Investor, in connection with its decision to purchase Offered Shares,
relied only upon the Registration Statement, the Prospectus and the representations and warranties of the Company contained herein.
(3)
Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that
in connection with its investigation of the accuracy of the information contained or incorporated by reference in the Registration Statement
and the Prospectus and its investment decision, Investor has not relied on any representation or information not set forth in this Agreement,
the Registration Statement or the Prospectus.
(4)
Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by
the Company that would permit an offering of the Offered Shares, or possession or distribution of offering materials in connection with
the issue of the Offered Shares in any jurisdiction outside the United States where action for that purpose is required.
(5)
Investor understands that nothing in this Agreement or any other materials presented to Investor in connection with the purchase and
sale of the Offered Shares constitutes legal, tax or investment advice. Investor has consulted such legal, tax and investment advisors
as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Offered Shares.
(6)
Investor hereby acknowledges, agrees and understands that the Offered Shares may be issued in more than one Closing and that only the
Investor(s) listed on Schedule II shall be entitled to participate in an Additional Closing and purchase Additional Shares. Each
Investor listed on Schedule I who is not listed on Schedule II hereby expressly and irrevocably waives any and all claims
and/or demands to (and agrees that such Investor shall not assert any right to) participate in any Additional Closing or purchase any
Additional Shares.
(b)
Company Representations, Warranties and Covenants. The Company represents and warrants to the Investors that as of the date hereof
and as of each Closing Date:
(1)
The Company has been duly incorporated and has a valid existence and the authorization to transact business as a corporation under the
laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the
Prospectus.
(2)
The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby
are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company,
and this Agreement, when duly executed and delivered by the parties hereto, will constitute a valid and legally binding instrument of
the Company enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may
be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(3)
The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Offered Shares and the consummation
of the transactions contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition
of any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries
is subject, (ii) result in any violation of the provisions of the charter or bylaws or similar organizational documents of the Company
or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court
or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach,
violation, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects
of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement.
(4)
Capitalization. The authorized capital stock of the Company consists of (i) 300,000,000 shares of Common Stock, of which, as of
June 30, 2025, 86,000,849 shares are issued and outstanding, 23,817,256 shares are reserved for issuance pursuant to the Company’s
stock option, restricted stock and stock purchase plans, including 19,751,965 shares issuable pursuant to outstanding awards under
such plans, and 51,952,217 shares are issuable and reserved for issuance pursuant to securities issued or to be issued (other than the
Offered Shares, and other than pursuant to the Company’s stock option, restricted stock and stock purchase plans) exercisable or
exchangeable for, or convertible into, shares of Common Stock, and (ii) 10,000,000 shares of preferred stock, $0.001 par value, of which
24,000 shares are designated as Series A Convertible Preferred Stock, of which, as of June 30, 2025, 21,233 shares are issued and outstanding.
All of such outstanding or issuable shares of the Company have been, or upon issuance will be, validly issued and are, or upon issuance
will be, fully paid and nonassessable. (A) No shares of the capital stock of the Company are subject to preemptive rights or any other
similar rights or any Liens suffered or permitted by the Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or legally binding commitments relating to the issuance of, or securities or rights convertible into or exchangeable or exercisable
for, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its subsidiaries are legally bound to issue additional shares of capital stock of the Company or any of
its subsidiaries, or options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or any of
its subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register
the sale of any of their securities under the Securities Act; (D) there are no outstanding securities or instruments of the Company or
any of its subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company and no other
stockholder or similar agreement to which the Company or any of its subsidiaries is a party; (E) there are no securities or instruments
containing anti-dilution or similar provisions that will or may be triggered by the issuance of the Shares; and (F) the Company does
not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement, except with
respect to ((B), (C), (D) and (F), as disclosed in its public filings with the Commission.
(5)
No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission,
board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including,
without limitation, the NYSE American stock exchange) having jurisdiction over the Company, or approval of the stockholders of the Company,
is required in connection with the issuance and sale of the Offered Shares or the consummation by the Company of the transactions contemplated
hereby, other than (i) the registration of the offer and sale of the Offered Shares under the Securities Act, which has been effected,
(ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Offered Shares are being
offered, (iii) any listing applications and related consents or any notices required by the NYSE American stock exchange in the ordinary
course of the offering, issuance and sale of the Offered Shares, (iv) filings with the Commission pursuant to Rule 424(b) under the Securities
Act and (v) filings with the Commission on Form 8-K under the Exchange Act with respect to this Agreement and the Exhibit 5 opinion relating
to the Offered Shares;
(6)
The Offered Shares have been duly authorized by the Company, and when issued and delivered by the Company against payment therefor as
contemplated by this Agreement, the Offered Shares will be validly issued, fully paid and nonassessable, and will conform to the description
of the Common Stock contained in the Prospectus.
(7)
The Company meets the requirements for the use of Form S-3 under the Securities Act for the primary issuance of securities. The Registration
Statement has been declared effective by the Commission and at the time it became effective, and as of the date hereof and the Closing
Date, the Registration Statement complied and complies with Rule 415 under the Securities Act. No stop order suspending the effectiveness
of the Registration Statement has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge,
threatened by the Commission. On the effective date of the Registration Statement, the Registration Statement complied, on the date of
the Prospectus, the Prospectus will comply, and at each Closing Date, the Registration Statement and the Prospectus will comply, in all
material respects with the applicable provisions of the Securities Act and the applicable rules and regulations of the Commission thereunder;
on the effective date of the Registration Statement, the Registration Statement did not, on the date of the Prospectus, the Prospectus
will not, and at each Closing Date, to the Company’s knowledge, the Registration Statement and the Prospectus, will not, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made (with respect to the Prospectus), not misleading; and when
filed with the Commission, the documents incorporated by reference in the Registration Statement and the Prospectus, complied or will
comply in all material respects with the applicable provisions of the Securities Act, the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the applicable rules and regulations of the Commission thereunder. As used in this Agreement,
the “Company’s knowledge” and similar language means, unless otherwise specified, the actual knowledge of any “officer”
(as such term is defined in Rule 16a-1 under the 1934 Act) of the Company, including David L. Fischel and Kimberly Peery, and the knowledge
any such person would be expected to have after reasonable due diligence inquiry.
(8)
The Company has not, directly or indirectly, offered or sold the Offered Shares by means of any “prospectus” (within the
meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the
offer or sale of the Offered Shares, in each case other than the Registration Statement and the Prospectus. The financial statements
(including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration
Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange
Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated
and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been
prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the
periods covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly
the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration
Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents
fairly the information shown thereby.
(9)
Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement
and the Prospectus, (i) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon the
exercise of stock options and vesting of restricted stock units described as outstanding in, and the grant of options and awards under
existing equity incentive plans described in, any public filings with the Commission prior to the date hereof), short-term debt or long-term
debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or
made by the Company on any class of capital stock, or any material adverse change, or any development that would reasonably be expected
to result in a material adverse effect, in or affecting the business, properties, management, financial position, stockholders’
equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of
its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to
the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to
the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or
interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree
of any court or arbitrator or governmental or regulatory authority, except in the case of each of clauses (i), (ii), and (iii) above
as otherwise disclosed in the Company’s public filings with the Commission prior to the date hereof.
(10)
Intellectual Property Rights.
(a)
The Company and each of its subsidiaries own or possess adequate rights or licenses to use all Intellectual Property (as defined below)
necessary to conduct their respective businesses as now conducted and as presently proposed to be conducted. None of the Company’s
or its subsidiaries’ Intellectual Property has expired, terminated or been abandoned, or are expected to expire, terminate or be
abandoned, within three years from the date of this Agreement, in either case that are necessary or material to the conduct of the Company’s
business as now conducted and as presently proposed to be conducted (and, as to such rights that are expected to expire, terminate or
be abandoned, within three years from the date of this Agreement, that the Company has plans to renew, replace or otherwise address,
if and to the extent material). The Company has no knowledge of any infringement by the Company or any of its subsidiaries of Intellectual
Property of others (including as a result of the manufacture, use, provision, sale, or other exploitation of any products or services
of the Company or any of its subsidiaries). There is no claim, action or proceeding being made or brought, or to the knowledge of the
Company or any of its subsidiaries, being threatened against the Company or any of its subsidiaries with respect to or relating to their
Intellectual Property. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements
or claims, actions or proceedings. The Company and each of its subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their Intellectual Property and of all trade secrets and other confidential information of any third
party in the possession of the Company or its subsidiaries. There are no current exclusive rights or licenses granted to any third party
with respect to the Intellectual Property of the Company or its subsidiaries. The Company and its subsidiaries have not disclosed (and
are not under any obligation to disclose) any source code to any proprietary software owned by the Company or its subsidiaries to any
third party except for APIs or integration software that was developed with third parties and intended to be used collaboratively.
(b)
The software, hardware, networks, communications devices and facilities, and other technology and related services used by the Company
and/or any of its subsidiaries (collectively, the “Systems”) are reasonably sufficient for the operation of their
respective businesses as currently conducted and for the reasonably anticipated needs of such businesses. The Company and its subsidiaries
have arranged for disaster recovery and back-up services sufficient to comply with any and all applicable Laws and adequate to meet its
needs in the event the performance of any of the Systems or any material component thereof is temporarily or permanently impeded or degraded
due to any natural disaster or other event outside the reasonable control of the Company or its subsidiaries, as applicable. The Company
and its subsidiaries have established and maintain industry standard measures to ensure that the Systems, and all software, information
and data residing on its Systems or otherwise owned by, licensed, used or distributed by the Company or any of its subsidiaries, are
free of any computer virus, Trojan horse, worm, time bomb, or similar code designed to disable, damage, degrade or disrupt the operation
of, permit unauthorized access to, erase, destroy or modify any software, hardware, network or other technology (“Malicious
Code”). Since December 31, 2014, no Malicious Code or error or defect has caused a material disruption, degradation or failure
of any of the Systems or of the conduct of the businesses of the Company or any of its subsidiaries or given rise to any material liability
to the Company or its subsidiaries, and, to the Company’s knowledge, there has been no material unauthorized intrusion or breach
of the security of any of the Systems.
(c)
For purposes of this Agreement, the term “Intellectual Property” means all intellectual property and industrial property
rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any
of the foregoing, however arising, pursuant to the laws of any jurisdiction throughout the world, whether registered or unregistered,
including any and all: (a) inventions (whether or not patentable, and whether or not reduced to practice), all improvements thereto,
and all patents (including all reissuances, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals,
substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia
of invention ownership (including inventor’s certificates, petty patents and patent utility models); (b) trademarks, service marks,
trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin,
together with all goodwill connected with the use of and symbolized by, and all registrations, registration applications and renewals
in respect of, any of the foregoing; (c) Internet domain names, whether or not trademarks or service marks, registered in any top-level
domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts
with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs; (d) works of authorship,
expressions, designs and design registrations, whether or not copyrightable, including copyrights and moral rights, and all registrations,
applications for registration and renewals with respect thereto; (e) trade secrets, discoveries, business and technical information,
know-how, methodologies, strategies, processes, databases, data collections and other confidential and/or proprietary information and
all rights therein; (f) software and firmware, including data files, source code, object code, application programming interfaces, routines,
algorithms, architecture, files, records, schematics, computerized databases and other related specifications and documentation; (g)
semiconductor chips and mask works; (h) other intellectual property rights; and (i) copies and tangible embodiments (in whatever form
or medium) of the foregoing. For purposes of this Agreement, “Governmental Authority” means the government of the
United States or any other nation, or any political subdivision thereof, whether state, provincial or local, or any agency (including
any self-regulatory agency or organization), authority, instrumentality, regulatory body, court, central bank, domain name registrar
or other entity exercising executive, legislative, judicial, taxing, regulatory or administration powers or functions of or pertaining
to government over the Company or any of its subsidiaries, or any of their respective properties, assets or undertakings.
(d)
The Company and its subsidiaries are, and during the past two (2) years have been, in compliance, in all material respects, with (i)
all Privacy and Information Security Requirements, (ii) their Privacy Notices, and (iii) all contracts relating to the Processing of
Personal Information. The Company and its subsidiaries have reasonable safeguards in place designed to protect Personal Information and
other confidential data in its possession or under its control against loss, theft, or unauthorized disclosure, and requires the same
of all vendors that Process Personal Information on its behalf. There have been no material breaches involving Personal Information in
the possession or control of the Company or any of its subsidiaries, and to the Company’s knowledge there has been no unauthorized
or illegal use of or access to any Personal Information in the past four (4) years. Neither the Company nor any of its subsidiaries have
notified, nor to the Company’s knowledge been required to notify, any Person of any information security breach involving Personal
Information. Neither the Company, nor any Subsidiary, has received any notice, allegation, complaint or other communication, and there
is no pending investigation by any Governmental Authority or payment card association, regarding any actual or possible violation of
any Privacy and Information Security Requirements by or with respect to the Company or any of its subsidiaries, in either case that would
or would reasonably expected to result, individually or in the aggregate, in a material adverse effect on the business, properties, management,
financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole.
The Company and/or any of its subsidiaries have provided all requisite notices and obtained all required consents, and satisfied all
other requirements in all material respects (including but not limited to notification to Governmental Authorities), necessary for the
Company and/or any of its subsidiaries’ Processing (including international and onward transfer) of all Personal Information in
connection with the conduct of the business as currently conducted. For purposes hereof, “Personal Information” means,
in addition to any definition for any similar term (e.g., “personally identifiable information” or “PII”) provided
by applicable law, all information that identifies an individual or, in combination with any other information or data, is capable of
identifying or locating an individual; Personal Information includes “Protected Health Information,” as defined by the Health
Insurance Portability and Accountability Act of 1986 (Pub. L. No. 104-191), as amended and the rules and regulations issued thereunder
(“HIPAA”); “Privacy and Information Security Requirements” means (i) all Laws relating to the Processing
of Personal Information, data privacy or information security, including HIPAA, and the payment card information data security standards;
“Privacy Notices” means any internal and external notices, policies, disclosures, or public representations by the
Company or any of its subsidiaries with respect to the Processing of Personal Information or privacy practices; “Process”
or “Processing” means the collection, use, storage, processing, distribution, transfer, import, export, protection
(including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or
medium).
(11)
The Company acknowledges and agrees that each Investor is acting solely in the capacity of arm’s length purchaser with respect
to this Agreement and the transactions contemplated hereby. The Company further acknowledges that neither Investor is acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby
and any advice given by Investor or any of their representatives or agents in connection with this Agreement and the transactions contemplated
hereby is merely incidental to the Investors’ purchase of the Offered Shares. The Company further represents to the Investors that
the Company’s decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its
representatives and advisors.
6.
Covenants.
(a)
Filing of Form 8-K or Press Release. The Company and each of the Investors agree that the Company shall, prior to the opening
of the financial markets in New York City on the business day on the date hereof issue a press release and/or file a Current Report on
Form 8-K with the Commission announcing the transactions contemplated hereby and disclosing all material information regarding the transactions
contemplated hereby and all other material non-public information (if any) disclosed to the Investors. The Company shall provide the
Placement Agent and each of the Investors reasonable advance notice and opportunity to review copies of any press release, Form 8-K or
other communication to be issued by the Company relating to the Offered Shares, provided that the Company shall retain final discretion
over the content of such communications. The Company agrees that immediately following its issuance of such press release, filing of
Form 8-K or public release of any such other communication, the Investors will not be in possession of material non-public information
with respect to the Company.
(b)
Listing. The Company shall promptly submit a listing application to, and will use commercially reasonable efforts to effect the
listing of all of the Initial Shares prior to Initial Closing, and the Additional Shares prior to the Additional Closing (as the case
may be), on, the NYSE American stock exchange (subject to official notice of issuance), and shall use commercially reasonable maintain
such listing, so long as any other shares of Common Stock shall be so listed.
(c)
Transfer Agent. The Company shall maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company,
a registrar for the Common Stock.
(d)
Non-Public Information. Except with respect to the material terms and conditions of this Agreement and all other agreements and
related transaction documents with respect to the offering of the Offered Shares, which shall be disclosed pursuant to Section 6(a),
the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Investor or its agents or
counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless
prior thereto such Investor shall have consented to the receipt of such information and agreed with the Company to keep such information
confidential. To the extent that the Company delivers any material, non-public information to an Investor without such Investor’s
consent, the Company hereby covenants and agrees that such Investor shall not have any duty of confidentiality to the Company, any of
its subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, or a duty to the Company, any of its
subsidiaries or any of their respective officers, directors, agents, employees or affiliates not to trade on the basis of, such material,
non-public information, provided that the Investor shall remain subject to applicable law. To the extent that any notice provided pursuant
to this Agreement and all other agreements and related transaction documents with respect to the offering of the Offered Shares constitutes,
or contains, material non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously file
such notice with the SEC pursuant to a Report on Form 8-K. The Company understands and confirms that each Investor shall be relying on
the foregoing covenant in effecting transactions in securities of the Company.
7.
Miscellaneous.
(a)
Fees and Expenses. The Company shall pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing
of the Registration Statement, the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of
each thereof to Investors (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Offered Shares
including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Offered Shares to
the Investors, (iii) the listing of the Offered Shares on the NYSE American stock exchange, (iv) the fees and expenses of the Transfer
Agent relating to the issuance of the Offered Shares, (v) the costs and expenses of qualifying the Offered Shares for inclusion in the
book-entry settlement system of the DTC, and (vi) the performance of the Company’s other obligations hereunder.
(b)
Binding Agreement; Assignment. This Agreement shall be binding upon, and shall inure solely to the benefit of, each of the parties
hereto, and each of their respective heirs, executors, administrators, successors and permitted assigns, and no other Person shall acquire
or have any right under or by virtue of this Agreement. The Investors may not assign any of their rights or obligations hereunder to
any other Person without the prior written consent of the Company.
(c)
Entire Agreement. This Agreement, including Schedule I hereto, constitutes the entire understanding between the parties
hereto with respect to the subject matter hereof, supersede all prior agreements and understandings, oral or written, with respect to
such matters and may be amended only by written execution by each of the parties hereto. Upon execution by the Company and the Investors,
this Agreement shall be binding on each of the parties hereto.
(d)
No Third-Party Beneficiaries. The Placement Agent shall be a third-party beneficiary of the representations and warranties of
the Company in Section 5(b) and the representations and warranties of the Investors in Section 5(a). This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person, except as otherwise set forth in this Section 7(d).
(e)
Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under this Agreement are several
and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non-performance
of the obligations of any other Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant
hereto, shall be deemed to constitute any or all of the Investors as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that such Investors are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Agreement. Each Investor shall be entitled to independently protect and enforce its respective
rights including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor
to be joined as an additional party in any Proceeding for such purpose. For purposes of this Section 7(e), “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened. The Company has elected to provide all Investors with the same terms and Agreement
for the convenience of the Company and not because it was required or requested to do so by any of the Investors. It is expressly understood
and agreed that each provision contained in this Agreement is between the Company and each Investor, solely, and not between the Company
and the Investors collectively, and not between and among the Investors.
(f)
Absence of DPA Triggering Rights. It is the intent of the Company and the Investors that the Investors shall not obtain any DPA
Triggering Rights (as defined below) in the Company. Notwithstanding any provision of this Agreement or other related agreements (collectively,
the “Transaction Agreements”) to the contrary, the Company shall not provide, nor shall any Investor seek to obtain,
any of the following rights in the Company: (i) “Control” (as defined in the Defense Production Act of 1950, as amended,
and all implementing regulations thereof including 31 C.F.R. § 800 et seq. (the “DPA”)) of the Company; (ii)
access to any “material non-public technical information” (as defined in the DPA) in the possession of the Company; (iii)
membership or observer rights on the Board of Directors of the Company (the “Board”) or equivalent governing body
of the Company or the right to nominate an individual to a position on the Board or equivalent governing body of the Company; or (iv)
any involvement, other than through the voting of shares, in substantive decision-making of the Company regarding (a) the use, development,
acquisition or release of any Company “critical technology” (as defined in the DPA); (b) the use, development, acquisition,
safekeeping, or release of “sensitive personal data” (as defined in the DPA) of U.S. citizens maintained or collected by
the Company, or (c) the management, operation, manufacture, or supply of “covered investment critical infrastructure” (as
defined in the DPA) (collectively (i) – (iv) being the “DPA Triggering Rights”). To the extent any term in the
Transaction Agreements purports to grant any such right to any Investor, that term shall be of no effect.
(g)
Governing Law; Waiver of Right to Jury Trial. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.
(h)
Titles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.
(i)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively), only with the written consent of a the Company
and Investors representing a majority of the Offered Shares to be purchased hereunder, provided that any such amendment or waiver that
materially and disproportionately adversely affects any Investor(s) compared to other Investors shall require the consent of such adversely
affected Investor(s).
(j)
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall
be excluded from this Agreement and the parties shall negotiate in good faith to replace such provision with a valid and enforceable
provision that implements the original intent of the parties to the greatest extent possible, and the balance of the Agreement shall
remain in full force and effect in accordance with its terms.
(k)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered upon receipt (or refusal of receipt), when delivered personally or by a
nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for
such communications shall be:
if
to the Company, to:
Stereotaxis,
Inc.
710
North Tucker Boulevard
Suite
110
St.
Louis, Missouri 63101
Attn:
Chief Financial Officer
with
a copy mailed to:
Bryan
Cave Leighton Paisner LLP
One
Metropolitan Square
211
North Broadway, Suite 3600
St.
Louis, Missouri 63102
Attn:
Robert J. Endicott
or
to such other Person at such other place as the Company shall designate to the Investors in writing; and if to the Investors, at the
address as set forth on the signature page of this Agreement, or at such other address or addresses as may have been furnished to the
Company in writing.
(l)
Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Facsimile, “pdf” transmission signatures, or other electronic signatures compliant with the U.S. Electronic Signatures in
Global and National Commerce Act (E-SIGN Act) shall be effective as original signatures.
To
the extent this Agreement is translated into another language, such transaction shall be for convenience only and shall not be binding.
In the event of any inconsistency or discrepancy between the English language version of this Agreement and any translation thereof,
the English language version shall prevail and be deemed the authoritative version.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| |
Stereotaxis, Inc.
|
| |
|
|
| |
By: |
|
| |
Name: |
David
L. Fischel |
| |
Title: |
Chief
Executive Officer |
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES FOR EACH INVESTOR FOLLOWS]
IN
WITNESS WHEREOF, this Investor has executed this Agreement as of the date first above written.
[INVESTOR
NAME]:
Initial
Offering Settlement
☐
Check this box if you desire to settle your Initial Shares via “Company Escrow Settlement”.
☐
Check this box if you desire to settle your Initial Shares via “DVP”.
If
Company Escrow Settlement is selected and your desire for your Initial Shares to be delivered via DWAC, input Investor DTC Account Information
here: _________________
Additional
Offering Settlement (if applicable)
☐
Check this box if you desire to settle your Additional Shares via “Company Escrow Settlement”.
☐
Check this box if you desire to settle your Additional Shares via “DVP”.
If
Company Escrow Settlement is selected and you desire for the Additional Shares to be delivered via DWAC, input Investor DTC Account Information
here: _________________
with
a copy (which shall not constitute notice) mailed to:
Schedule
I
Initial
Closing
| Investor
Name |
|
Number
of Shares Purchased |
|
Price
Per Share |
|
Aggregate
Purchase Price |
| |
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
Schedule
II
Additional
Closing
Investor
Name |
|
Number
of Shares Purchased |
|
Price
Per Share |
|
Aggregate
Purchase Price |
| |
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
