NEURONETICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • August 6th, 2019 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between NEURONETICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • April 8th, 2020 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
NEURONETICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • August 6th, 2019 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between NEURONETICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
NEURONETICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • August 6th, 2019 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between NEURONETICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractNeuronetics, Inc. • March 16th, 2018 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
4,840,000 Shares NEURONETICS, INC. Common Stock, $0.01 par value per share PURCHASE AGREEMENTPurchase Agreement • February 2nd, 2021 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
Neuronetics, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,840,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 4,840,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 726,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] between Neuronetics, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SIXTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2024 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of March 2, 2020 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Neuronetics, Inc., a Delaware corporation with offices located at 3222 Phoenixville Pike, Malvern, Pennsylvania (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2023 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 29, 2023 (the “Fifth Amendment Effective Date”), is made by and among Neuronetics, Inc., a Delaware corporation (the “Borrower”), SLR Investment Corp. (formerly known as Solar Capital Ltd.) (“Solar”), in its capacity as collateral agent (together with its successors and assigns, in such capacity, “Collateral Agent”) and the Lenders listed on the signature pages hereto or otherwise a party to the Loan Agreement (as defined below) from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
RESTRICTIVE COVENANT AND SEVERANCE AGREEMENTRestrictive Covenant and Severance Agreement • March 8th, 2024 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
This Restrictive Covenant and Severance Agreement (the “Agreement”) is made and entered into effective as of July 1, 2021 (the “Effective Date”), by and between Neuronetics, Inc., a Delaware corporation (“Company”) and _______________________ (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 1, 2014, (the “Effective Date”) is made and entered into by and between Neuronetics, Inc., a Delaware corporation (the “Company”), and Christopher Thatcher (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2024 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between NEURONETICS, INC. (the “Company”) and KEITH J. SULLIVAN (“Executive”), and is effective as of November 2, 2023 (the “A&R Effective Date”).
February 27, 2017 Mr. Peter Donato [address] Dear Peter:Neuronetics, Inc. • May 31st, 2018 • Surgical & medical instruments & apparatus • Pennsylvania
On behalf of everyone at Neuronetics, we are delighted at the prospect of having you become part of our Senior Management Team. We are pleased to offer you employment with Neuronetics, Inc. on the following terms:
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR THE NEURONETICS, INC. AMENDED AND RESTATED 2003 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT by and among NEURONETICS, INC. and THE STOCKHOLDERS LISTED HEREIN Dated as of June 1, 2017Investors’ Rights Agreement • March 16th, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
This Sixth Amended and Restated Investors’ Rights Agreement (this “Agreement”), dated as of June 1, 2017, is by and among Neuronetics, Inc., a Delaware corporation (the “Company”), those holders of Series A-1 Preferred Stock listed on the Schedule of Series A-1 Stockholders attached hereto (the “Series A-1 Stockholders”), those holders of Series A-2 Preferred Stock listed on the Schedule of Series A-2 Stockholders attached hereto (the “Series A-2 Stockholders”), those holders of Series B Preferred Stock listed on the Schedule of Series B Stockholders attached hereto (the “Series B Stockholders”), those holders of Series C Preferred Stock listed on the Schedule of Series C Stockholders attached hereto (the “Series C Stockholders”), those holders of Series D Preferred Stock listed on the Schedule of Series D Stockholders attached hereto (the “Series D Stockholders”), those holders of Series E Preferred Stock listed on the Schedule of Series E Stockholders attached hereto (the “Series E S
CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SECURED PROMISSORY NOTE AND GUARANTY AGREEMENTNote and Guaranty Agreement • April 4th, 2023 • Neuronetics, Inc. • Surgical & medical instruments & apparatus
WHEREAS, TMS NEUROHEALTH CENTERS INC., a Delaware corporation (the “Maker”) and NEURONETICS, INC., a Delaware corporation (the “Payee,” which term will also include any subsequent holder of this Note) are party to that certain Amended and Restated Master Sales Agreement between the Payee and the Maker, dated as of January 17, 2023 (as amended by that certain Amendment to Amended and Restated Master Sales Agreement dated as of March 16, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Commercial Agreement”);
INCENTIVE STOCK OPTION AGREEMENT FOR THE NEURONETICS, INC. AMENDED AND RESTATED 2003 STOCK INCENTIVE PLANIncentive Stock Option Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
LEASE AGREEMENT EXETER 3222 PHOENIXVILLE, L.P. Landlord AND NEURONETICS, INC. Tenant AT MALVERN, PENNSYLVANIALease Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS LEASE AGREEMENT is made by and between EXETER 3222 PHOENIXVILLE, L.P., a Pennsylvania limited partnership (“Landlord”) and NEURONETICS, Inc., a Delaware corporation (“Tenant”), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.
NEURONETICS, INC. DISTRIBUTION AGREEMENTDistribution Agreement • March 16th, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
This Distribution Agreement (this “Agreement”) is made and entered into this 12th day of October 2017 (the “Effective Date”) by and between Neuronetics, Inc., a Delaware corporation having its principal offices at 3222 Phoenixville Pike, Malvern, Pennsylvania, 19355, USA (“Company”), and Teijin Pharma Limited, a Japanese company having its principal offices at 2-1, Kasumigaseki 3-chome, Chiyoda-ku, Tokyo 100-8585, Japan (“Distributor”). Each of Company and Distributor are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.”
TRANSITION AGREEMENTTransition Agreement • April 13th, 2020 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS TRANSITION AGREEMENT (this “Transition Agreement”) is made as of April 8, 2020 (the “Effective Date”), by and between Christopher Thatcher (“Employee”) and Neuronetics, Inc. (the “Company”).
CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2022 • Neuronetics, Inc. • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 15, 2022 (the “Third Amendment Effective Date”), is made by and among Neuronetics, Inc., a Delaware corporation (the “Borrower”), SLR Investment Corp. (formerly known as Solar Capital Ltd.) (“Solar”), in its capacity as collateral agent (together with its successors and assigns, in such capacity, “Collateral Agent”) and the Lenders listed on the signature pages hereto or otherwise a party to the Loan and Security Agreement (as defined below) from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
NEURONETICS, INC. DISTRIBUTION AGREEMENTDistribution Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
This Distribution Agreement (this “Agreement”) is made and entered into this 12th day of October 2017 (the “Effective Date”) by and between Neuronetics, Inc., a Delaware corporation having its principal offices at 3222 Phoenixville Pike, Malvern, Pennsylvania, 19355, USA (“Company”), and Teijin Pharma Limited, a Japanese company having its principal offices at 2-1, Kasumigaseki 3-chome, Chiyoda-ku, Tokyo 100-8585, Japan (“Distributor”). Each of Company and Distributor are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.”
SUBORDINATION AGREEMENTSubordination Agreement • May 5th, 2022 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
This SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of April 29, 2022, by and among ZW Partners, LLC, a New Jersey limited liability corporation (“Senior Lender”) and Neuronetics, Inc., a Delaware corporation (“Subordinated Creditor”).
NEURONETICS, INC. AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENTDistribution Agreement • August 6th, 2019 • Neuronetics, Inc. • Surgical & medical instruments & apparatus
This Amendment No.1 to Distribution Agreement (this “Amendment”) is made and entered into this 31 day of May 2019 (the “Amendment Effective Date”) by and between Neuronetics, Inc., a Delaware corporation having its principal offices at 3222 Phoenixville Pike, Malvern, Pennsylvania, 19355, USA (“Company”), and Teijin Pharma Limited, a Japanese company having its principal offices at 2-1, Kasumigaseki 3-chome, Chiyoda-ku, Tokyo 100- 8585, Japan (“Distributor”). Each of Company and Distributor are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 28, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and NEURONETICS, INC., a Delaware corporation with an office located at 3222 Phoenixville Pike, Malvern, Pennsylvania 19355 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
NEURONETICS, INC. FORM OF RESTRICTIVE COVENANT AND INVENTION ASSIGNMENT AGREEMENTAssignment Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
In consideration of my employment by Neuronetics, Inc., a Delaware corporation (the “Company”), and compensation received by me in connection therewith, I hereby agree as follows:
ContractNeuronetics, Inc. • May 31st, 2018 • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FORM OF SEVERANCE AGREEMENTForm of Severance Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of [ ] (the “Effective Date”), is made and entered into by and between Neuronetics, Inc., a Delaware corporation (the “Company”), and [ ] (“Executive”). The Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Consulting AGREEMENTConsulting Agreement • May 4th, 2021 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
This CONSULTING AGREEMENT (this “Agreement”), dated as April 1, 2021 (the “Effective Date”), is made by and between Neuronetics, Inc., a Delaware corporation (the “Company”), and Gregory Harper (“Consultant”). Consultant and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2020 • Neuronetics, Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 2, 2020 (the “Second Amendment Effective Date”), is made by and among Neuronetics, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd. (“Solar”), in its capacity as collateral agent (together with its successors and assigns, in such capacity, “Collateral Agent”) and the Lenders listed on the signature pages hereto or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among NEURONETICS, INC. and THE STOCKHOLDERS LISTED HEREIN Dated as of June 1, 2017Stockholders’ Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
This Sixth Amended and Restated Stockholders’ Agreement (this “Agreement”), dated as of June 1, 2017, is by and among (i) Neuronetics, Inc., a Delaware corporation (the “Company”); (ii) the persons listed as owners of the Company’s Common Stock listed on the Schedule of Common Stockholders attached hereto (the “Common Stockholders”); (iii) the persons listed as owners of Series A-1 Preferred Stock, listed on the Schedule of Series A-1 Stockholders attached hereto (the “Series A-1 Holders”); (iv) the persons listed as owners of Series A-2 Preferred Stock, listed on the Schedule of A-2 Stockholders attached hereto (the “Series A-2 Holders”); (v) the persons listed as owners of Series B Preferred Stock, listed on the Schedule of Series B Stockholders attached hereto (the “Series B Holders”); (vi) the persons listed as owners of Series C Preferred Stock, listed on the Schedule of Series C Stockholders attached hereto (the “Series C Holders”); (vii) the persons listed as owners of Series D
