RIGHTS AGREEMENTRights Agreement • April 8th, 2020 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledApril 8th, 2020 Company Industry Jurisdiction
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
Contract Type FiledAugust 6th, 2019 Company Industry JurisdictionTHIS 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”).
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
Contract Type FiledAugust 6th, 2019 Company Industry JurisdictionTHIS 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
Contract Type FiledAugust 6th, 2019 Company Industry JurisdictionTHIS 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
Company FiledMarch 16th, 2018 Industry JurisdictionTHIS 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
Contract Type FiledFebruary 2nd, 2021 Company Industry JurisdictionNeuronetics, 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
Contract Type FiledMay 31st, 2018 Company Industry JurisdictionTHIS 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
Contract Type FiledMarch 8th, 2024 Company Industry JurisdictionTHIS 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
Contract Type FiledOctober 3rd, 2023 Company Industry JurisdictionTHIS 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledMay 31st, 2018 Company Industry JurisdictionTHIS 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”).
RESTRICTIVE COVENANT AND SEVERANCE AGREEMENTRestrictive Covenant and Severance Agreement • March 8th, 2024 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
Contract Type FiledMarch 8th, 2024 Company Industry JurisdictionThis 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”).
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
Contract Type FiledMay 31st, 2018 Company Industry JurisdictionTHIS 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2024 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
Contract Type FiledMarch 8th, 2024 Company Industry JurisdictionTHIS 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
Company FiledMay 31st, 2018 Industry JurisdictionOn 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:
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
Contract Type FiledMay 31st, 2018 Company Industry JurisdictionThis 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
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
Contract Type FiledMay 31st, 2018 Company Industry Jurisdiction
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
Contract Type FiledMarch 16th, 2018 Company Industry JurisdictionThis 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
Contract Type FiledApril 4th, 2023 Company IndustryWHEREAS, 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
Contract Type FiledMay 31st, 2018 Company Industry Jurisdiction
NEURONETICS, INC. DISTRIBUTION AGREEMENTDistribution Agreement • March 16th, 2018 • Neuronetics, Inc. • Surgical & medical instruments & apparatus • New York
Contract Type FiledMarch 16th, 2018 Company Industry JurisdictionThis 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
Contract Type FiledApril 13th, 2020 Company Industry JurisdictionTHIS 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
Contract Type FiledFebruary 22nd, 2022 Company IndustryTHIS 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
Contract Type FiledMay 31st, 2018 Company Industry JurisdictionThis 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
Contract Type FiledMay 5th, 2022 Company Industry JurisdictionThis 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
Contract Type FiledAugust 6th, 2019 Company IndustryThis 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
Contract Type FiledMay 31st, 2018 Company IndustryTHIS 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
Contract Type FiledMay 31st, 2018 Company Industry JurisdictionIn 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
Company FiledMay 31st, 2018 Industry JurisdictionTHIS 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
Contract Type FiledMay 31st, 2018 Company Industry JurisdictionTHIS 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
Contract Type FiledMay 4th, 2021 Company Industry JurisdictionThis 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
Contract Type FiledDecember 8th, 2020 Company IndustryTHIS 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”).