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Exhibit 4.11
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 __________, 2009
ISSUED: __________, 2004
CSW-<<CSW>>
1.
Warrant; Period of Exercise. Subject to the terms and conditions
herein
set forth, <<Shareholder>> or
its assigns (the "Holder") is hereby entitled to
subscribe for and purchase
<<No_of_Warrants>> 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 $2.93 (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 17, 2002, among the
Company and certain securityholders of the
Company named therein, as amended, 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
__________, 2004 but no later than the
earlier of (i) __________, 2009 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 (or shall have been deemed to
exercise this Warrant pursuant to
Section 1 hereof).
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
2
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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.
6.
Adjustment of Warrant Price and Number of Shares. The number and
kind
of securities purchasable upon the exercise
of
