0001193125-18-179910 Sample Contracts

●] Shares Neuronetics, Inc. Common Stock, $0.01 par value per share PURCHASE AGREEMENT
Purchase Agreement • May 31st, 2018 • 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 [●] shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [●] 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 [●] 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 are herein collectively called the “Securities.”

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FORM OF INDEMNIFICATION AGREEMENT
Form 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”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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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:

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FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR THE NEURONETICS, INC. AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
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INCENTIVE STOCK OPTION AGREEMENT FOR THE NEURONETICS, INC. AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
Incentive Stock Option Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
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LEASE AGREEMENT EXETER 3222 PHOENIXVILLE, L.P. Landlord AND NEURONETICS, INC. Tenant AT MALVERN, PENNSYLVANIA
Lease 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.

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NEURONETICS, INC. DISTRIBUTION AGREEMENT
Distribution 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.”

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LOAN AND SECURITY AGREEMENT
Loan 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:

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NEURONETICS, INC. FORM OF RESTRICTIVE COVENANT AND INVENTION ASSIGNMENT AGREEMENT
Assignment 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:

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Contract
Neuronetics, 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.

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FORM OF SEVERANCE AGREEMENT
Form 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.”

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SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among NEURONETICS, INC. and THE STOCKHOLDERS LISTED HEREIN Dated as of June 1, 2017
Stockholders’ 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

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