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EXHIBIT 4.10
WARRANT
THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NEITHER THIS WARRANT
NOR SUCH SECURITIES MAY BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
STEREOTAXIS, INC.
COMMON STOCK WARRANT
VOID AFTER DECEMBER 31, 2007
ISSUED: _______________, 2002
CSW-_____
1.
Warrant; Period of Exercise. Subject to the terms and
conditions herein set forth,
__________________ or its assigns (the "Holder") is
hereby entitled to subscribe for and
purchase ____________________ shares of the
fully paid and nonassessable shares of the
Common Stock, par value $0.001 per
share (the "Common Stock") of the Company,
at a price per share of $2.17 (as the
same may be adjusted pursuant to the terms
and conditions set forth herein, the
"Warrant Price"). The Common Stock issuable
upon exercise of this Warrant (the
"Shares") shall be entitled to registration
rights pursuant to that certain
Fourth Amended and Restated Investor Rights
Agreement, dated as of December ___,
2002 among the Company and certain
securityholders of the Company named therein,
as the same may be hereafter amended,
restated or otherwise modified. The
Warrants are exercisable at a price equal
to the Warrant Price at any time from
and after _____________, 2002 but no later
than the earlier of (i) December 31,
2007 and (ii) the date on which the Company
consummates a Senior Preferred
Qualified IPO, as defined in Section
4(d)(ii) of Article V of the Company's
Amended and Restated Certificate of
Incorporation, provided that if this Warrant
has not been exercised as of the date of
any such Senior Preferred Qualified
IPO, then the Holder of this Warrant shall
be deemed to have made an election to
effect a cashless exercise as of such date
for all Shares issuable hereunder
pursuant to Section 5.B hereof. In the
event of such a deemed exercise, the Fair
Market Value shall be equal to the net per
share proceeds to the Company of the
Common Stock in such Senior Preferred
Qualified IPO, after deduction of
underwriting commissions and discounts.
2.
Fractional Shares. No fractional Shares will be issued in
connection with any exercise hereunder. In
lieu of any fractional Shares which
would otherwise be issuable, the Company
shall pay cash equal to the product of
such fraction multiplied by the Fair Market
Value less the exercise price of one
share of the Common Stock on the date of
exercise, as determined in good faith
by the Company's Board of Directors.
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3. No
Stockholder Rights. This Warrant shall not entitle its
Holder to any of the rights of a
stockholder of the Company until the Holder has
exercised this Warrant.
4.
Reservation of Stock. The Company covenants that during the
period this Warrant is exercisable, the
Company will reserve from its authorized
but unissued shares of Common Stock, a
sufficient number of shares to provide
for the issuance of the Shares upon the
exercise of this Warrant. The Company
agrees that its issuance of this Warrant
shall constitute full authority to its
officers who are charged with the duty of
executing stock certificates to
execute and issue the necessary
certificates for the Shares.
5.
Exercise of Warrant.
A.
Without limiting Section 5.B below, the purchase
right represented by this Warrant may be
exercised by the Holder hereof, in
whole or in part, by the surrender of this
Warrant (with the notice of exercise
form attached hereto as EXHIBIT A duly
executed) at the principal executive
offices of the Company, and by the payment
in full to the Company, by check or
other form of immediately available funds,
of an amount equal to the then
applicable Warrant Price per share
multiplied by the number of Shares then being
purchased. The person or persons in whose
name(s) any certificate(s)
representing Shares shall be issuable upon
exercise of this Warrant shall be
deemed to have become, and shall be treated
for all purposes as, the record
Holder(s) of the Shares represented thereby
(and such Shares shall be deemed to
have been issued) immediately prior to the
close of business on the date or
dates upon which this Warrant is exercised.
In the event of any exercise of the
rights represented by this Warrant,
certificates for the Shares so purchased
shall be delivered to the Holder hereof as
promptly as practicable following
such exercise, and, unless this Warrant has
been fully exercised or expired, a
new Warrant representing the portion of the
Shares, if any, with respect to
which this Warrant shall not then have been
exercised shall also be issued to
the Holder hereof as promptly as
practicable.
B.
Cashless Exercise. Notwithstanding anything to the
contrary contained in this Warrant, this
Warrant may be exercised by
presentation and surrender of this Warrant
to the Company at its principal
executive offices with a written notice of
the Holder's intention to effect a
cashless exercise, including a calculation
of the number of Shares to be issued
upon such exercise in accordance with the
terms hereof. In the event of a
cashless exercise at the Holder's election
(including a deemed election pursuant
to Section 1 hereof), in lieu of paying the
Warrant Price in cash, the Holder
shall surrender this Warrant for that
number of Shares of Common Stock
determined by multiplying the number of
Shares to which it would otherwise be
entitled by a fraction, the numerator of
which shall be the difference between
the then current Fair Market Value per
share of Common Stock and the then
applicable Warrant Price and the
denominator of which shall be the then current
Fair Market Value per share of the Common
Stock. The "Fair Market Value" shall
mean (1) if the Shares are traded on an
exchange or quoted on the National
Association of Securities Dealers Automated
Quotations System ("NASDAQ"), the
closing price on the day before the
exercise date, (2) if the Shares are not
traded on an exchange or on the NASDAQ
National Market but are traded in the
over-the-counter market, the closing price
on the day before the exercise date,
or (3) if the Shares are not traded on an
exchange or on the NASDAQ National
Market or in the over-the-counter market,
the Fair Market Value as determined in
good faith by the Board of Directors of the
Company.
2
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6.
Adjustment of Warrant Price and Number of Shares. The number
and kind of securities purchasable upon the
exercise of the Warrant and the
Warrant Price shal
