SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS This Separation Agreement and Release of All Claims (" Agreement ") is made between Stereotaxis, Inc., including its divisions, subsidiaries, parent and affiliated corporati

AGREEMENT AND RELEASE OF ALL CLAIMS

Separation Agreement and Release of All Claims ("Agreement") is made between Stereotaxis, Inc., including

its divisions, subsidiaries, parent and affiliated corporations, successors and assigns (individually and collectively, "Stereotaxis")

and Kevin M. Barry ("Employee") (hereinafter collectively referred to as "the Parties").

Employee was employed by the Stereotaxis on November 5, 2018; and

Employee was employed by Stereotaxis as Chief Legal Officer, Chief Compliance Officer & Secretary; and

Stereotaxis and Employee mutually desire to sever the employment relationship between them in a manner mutually beneficial to

Employee's employment with Stereotaxis was terminated effective April 15, 2020, ("Separation Date").

This Agreement shall be effective as of the eighth day following the date on which it is executed by Employee without Employee

having exercised his/her revocation right described below (the "Effective Date"). This Agreement must

be executed and returned to Alli Ewen by May 20, 2020 to become effective. Stereotaxis and Employee agree that nothing contained

in this Agreement is an admission by any party hereto of any wrongdoing, either in violation of an applicable law or otherwise,

and that nothing in this Agreement is to be construed as such by any person.

THEREFORE, in consideration of the following terms and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Employee and Stereotaxis, Inc. agree as follows:

Employee timely elects COBRA, Stereotaxis will pay a portion of the cost under COBRA for continuing Employee's group medical,

dental, and vision insurance (the portion shall match the premium split as it was when Employee was actively employed) from April

16, 2020 through October 15, 2020. Thereafter, Employee shall be responsible to pay the full cost to continue Employee's

group medical, dental, and vision insurance under COBRA.

Employee does not elect COBRA, Employee's group medical, dental, and insurance coverage will cease as of 11:59 P.M. on April

as specifically stated herein, Employee shall not accrue any benefits after the Termination Date, and no other amounts (other

than any vested benefits accrued by Employee under any qualified retirement plan maintained by Stereotaxis), are due Employee

by Stereotaxis. Employee acknowledges, understands, and agrees that he/she is entitled to no other compensation or benefits, including

but not limited to any type of bonus or incentive compensation.

acknowledges, understands, and agrees that the consideration described in Section 2 of this Agreement, and provided to Employee

in exchange for Employee's execution of this Agreement, is not otherwise required by law or by any employment contract,

practice or policy, and that by providing such consideration, Stereotaxis does not admit that it had any obligation to make such

Agreement is not an admission by Stereotaxis of any violation of any obligation or any federal, state or local statute, law, or

ordinance, and any alleged violation or admission of violation is hereby specifically denied by Stereotaxis. The existence and

execution of this Agreement shall not be considered, and shall not be admissible in any proceeding, as an admission by Stereotaxis

or anyone released hereby, of any liability, error, violation or omission.

Release of All Claims by Employee includes, but is not limited to, any and all claims under Title VII of the Civil Rights Act

of 1964 (as amended), the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Family and Medical Leave Act,

the Fair Labor Standards Act, 42 USC 1981, et seq., the Americans with Disabilities Act, the Employee Retirement

Income Security Act of 1974 (ERISA), the Older Workers Benefit Protection Act, the Genetic Information Non-Discrimination Act,

the Missouri Human Rights Act, the Missouri Employment Security laws, wage claims, the Missouri Workers' Compensation Act,

the Missouri public policy exception to the at-will employment doctrine, the Missouri Whistleblower's Protection Act, the

Missouri Service Letter Statute, any and all other Missouri wage and benefit payment laws, and any and all other federal, state

and local statutes, regulations, ordinances, executive orders, policies, common law or any contract, alleged policy, manual or

breach of any implied covenant of good faith and fair dealing.

Agreement shall not limit, in any way, Employee's right to file a charge or participate in an investigation or proceeding

conducted by the Equal Employment Opportunity Commission or any other federal, state, or local administrative agency on Employee's

behalf arising out of or related to employment with and/or separation from employment with Stereotaxis, and Employee agrees that

he/she has waived any right to monetary or other recovery from any such claim.

further agrees that neither Employee nor any person, organization or any other entity acting on Employee's behalf has filed

or will file, claim or sue, or cause or permit to be filed, any complaint, claim or grievance against Stereotaxis or any of the

Released Parties at any time hereafter involving any matter occurring in the past up to the date of execution of this Agreement,

and agrees that he/she will indemnify and hold Stereotaxis and/or any of the Released Parties harmless and pay their attorneys'

fees in the vent they are caused to defend such a complaint, claim or grievance which he/she night file or cause to be filed or

remain on file. Employee further agrees that if any such complaint, claim or grievance is filed, Stereotaxis' obligation

to make the payments and benefits referred to in Section 2 herein shall terminate immediately upon the occurrence of any such

filing, claim or grievance, and Employee shall (i) repay to Stereotaxis any and all money paid pursuant to this Agreement; (ii)

pay any and all costs or expenses incurred by Stereotaxis, including reasonable attorneys' fees, in defending against any

such filing, claim or grievance; and (iii) pay any and all other damages awarded by a court of competent jurisdiction.

further explicitly waives all required notices under any state or federal WARN act, all rights to any future employment opportunities

with Stereotaxis or the Released Parties and agrees not to apply for employment with Stereotaxis or the Released Parties. If Employee

applies for employment with Stereotaxis or the Released Parties despite the obligations under this paragraph, then Employee shall

have no claim or cause of action against Stereotaxis or the Released Parties if they do not hire him/her and/or hired either any

other person or no one instead of him/her.

in this Agreement shall be construed to mean that Employee is waiving or releasing claims to enforce this Agreement, claims for

workers' compensation benefits, claims for unemployment benefits, claims for any vested benefits owed to Employee, claims

for any vested rights Employee may have under any retirement plan of Stereotaxis, claims for rights under COBRA or claims arising

after the date Employee executes this Agreement.

understands and agrees that this Release of All Claims contained in Section 3 applies to and includes all known, suspected, unknown

or unsuspected claims, consequences or results. Employee acknowledges and agrees that he/she has received any and all wages, benefits,

or other compensation due him/her for work performed, including any overtime and/or premium compensation.

represents and warrants that, to the best of Employee's knowledge, Employee possesses no federal or state leave claims,

Fair Labor Standards Act claims, or workers' compensation claims against Stereotaxis or the Released Parties. Employee further

represents and warrants that Employee has received any and all compensation pursuant to state and federal wage and hour laws and

any and all leave pursuant to the Family and Medical Leave Act or any other federal or state law to which Employee may have been

entitled as an employee of Stereotaxis, and that Employee is not currently aware of any facts or circumstances constituting a

violation of any federal or state leave laws, the Fair Labor Standards Act, or of any workers' compensation statutes.

also expressly acknowledges that this Agreement shall not reduce continuing obligations under Missouri law and/or under any policy

Employee either was and/or remains subject to pursuant to Employee's employment with Stereotaxis. Employee promises Employee

has returned all of Stereotaxis' property in Employee's possession to Stereotaxis. If Employee in the future discovers

Employee still has Stereotaxis property in Employee's possession, Employee shall return it immediately.

agrees that his/her use or disclosure of any such confidential/proprietary information and/or trade secrets may cause serious,

irreparable harm to Stereotaxis and that any remedy at law that Stereotaxis may have for breach of this Agreement could be inadequate.

Therefore, in addition to any other remedies Stereotaxis may have under this Agreement, at law or in equity, Stereotaxis may seek

injunctive relief (without bond) in the event Employee breaches or threatens to breach this Agreement and/or reveal any such confidential/proprietary

information and/or trade secrets. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive

of any other remedy. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available

Non-solicitation. Employee agrees that while employed by the Company and for one year after the employment terminates for any

reason, and regardless of how or why Employee's termination occurs, Employee shall not, directly or indirectly (whether

individually or as owner, partner, consultant, employee or otherwise):

engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or

entity that then is or intends to be in competition with the Company with respect to Stereotaxis Business. A person or entity

will be deemed "in competition" if it is involved in research, development, manufacture, supplying or sale of a product,

process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on

which Employee worked, or with respect to which Employee has or had access to Confidential Information during or as a result of

the Employee's employment.

solicit, divert, or take away, or attempt to solicit, divert or take away from the Company the business of any customers for the

purpose of selling or providing to such customer any product or service which is included in the Stereotaxis Business as defined

knowingly to cause or attempt to cause any customer, vendor, or other third party collaborating with the Company to terminate

or reduce its existing relationship with the Company;

knowingly solicit, induce, or hire, or attempt to solicit, induce, or hire, any employee, consultant, or distributor of the Company

to leave the employ of the Company and/or to work for any competitor of the Company."