Greenbrook TMS Inc. Sample Contracts

amended and restated SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2024, between GREENBROOK TMS INC., an Ontario corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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RESALE REGISTRATION RIGHTS AGREEMENT
Resale Registration Rights Agreement • March 24th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 21, 2023 (this “Agreement”), has been entered into by and between GREENBROOK TMS INC., an Ontario corporation (the “Company”) and the Purchasers (as defined below).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Ontario

WHEREAS, in connection with an arrangement agreement between Neuronetics and Greenbrook TMS Inc. (“Greenbrook”) dated the date hereof (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”) Neuronetics proposes to acquire all of the issued and outstanding common shares (the “Shares”) of Greenbrook in exchange for the Consideration subject to the terms and conditions set forth in the Arrangement Agreement;

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THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

This CREDIT AGREEMENT is entered into as of July 14, 2022 among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as the Administrative Agent.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 24th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2023, between Greenbrook TMS Inc., an Ontario corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 18th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 17th day of May, 2019, by and among Greenbrook TMS Inc., an Ontario corporation (the “Company”), and 1315 Capital II, LP, a Delaware limited partnership (“Investor” or a “Holder”).

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ARRANGEMENT AGREEMENT
Arrangement Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Ontario
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Underwriting AGREEMENT
Underwriting Agreement • September 23rd, 2021 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Ontario
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CREDIT AND SECURITY AGREEMENT by and among OXFORD FINANCE LLC, as Agent THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, GREENBROOK TMS INC., as Parent, TMS NEUROHEALTH CENTERS INC., as Borrower, and THE OTHER CREDIT PARTIES FROM...
Credit and Security Agreement • April 1st, 2022 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, restated, modified or otherwise supplemented from time to time, this "Agreement") is dated as of December 31, 2020 by and among OXFORD FINANCE LLC, a Delaware limited liability company ("Oxford") and each other financial institution from time to time party hereto pursuant to Section 14.11(a) hereof (together with Oxford, collectively "Lenders" and each a "Lender"), and Oxford, as administrative agent for Lenders, GREENBROOK TMS INC., an Ontario corporation ("Parent"), TMS NEUROHEALTH CENTERS INC., a Delaware corporation (the "Company" and collectively with each other Person that becomes a Borrower hereunder pursuant to a Joinder or otherwise, and their respective permitted successors and assigns, "Borrowers" and each a "Borrower"), and each other Person now or hereafter party hereto as a Guarantor.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among: TMS NEUROHEALTH CENTERS INC.; GREENBROOK TMS INC.; CHECK FIVE LLC; SUCCESS BEHAVIORAL HOLDINGS, LLC; THERAGROUP LLC; The Bereke Trust U/T/A Dated 2/10/03; BATYA KLEIN; and BENJAMIN KLEIN Dated as of...
Membership Interest Purchase Agreement • May 20th, 2022 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Delaware

WHEREAS, the Success Subject Companies are in the business of providing transcranial magnetic stimulation services (“TMS Services”) to psychiatry patients and the practice management services associated therewith (the “Business”); and

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SECURED PROMISSORY NOTE AND GUARANTY AGREEMENT
Secured Promissory Note and Guaranty Agreement • April 18th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec

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”);

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INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. INDEMNITY AGREEMENT
Indemnity Agreement • April 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Ontario
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AMENDED AND RESTATED MASTER SALES AGREEMENT between Neuronetics, Inc. and TMS NeuroHealth Centers Inc. dated January 17, 2023
Master Sales Agreement • April 18th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec

This Amended and Restated Master Sales Agreement (this “Agreement”) is made and entered into as of January 17, 2023 (the “Effective Date”) by and between TMS NeuroHealth Centers Inc. (“Greenbrook”), and Neuronetics, Inc. (“Neuronetics”) (each a “Party” and together the “Parties”).

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August 9, 2024 Neuronetics, Inc.
Voting and Support Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec
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AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 10th, 2021 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

THIS AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of October 29, 2021 and effective as of October 1, 2021, by and among GREENBROOK TMS INC., an Ontario corporation (“Parent”), TMS NEUROHEALTH CENTERS INC., a Delaware corporation (the "Company" and collectively with each other Person that becomes a Borrower under the Credit Agreement referred to below, “Borrowers” and each a "Borrower"), each other Person party hereto as a Guarantor, OXFORD FINANCE LLC, a Delaware limited liability company, as agent ("Agent"), and the Lenders party hereto.

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AGENCY AGREEMENT
Agency Agreement • March 10th, 2021 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Ontario
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INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec

This Note Purchase Agreement (the “Agreement”) is entered into as of August 15, 2023 (the “Effective Date”) by and among GREENBROOK TMS INC., an Ontario corporation (the “Company” or the “Borrower”), and the purchasers who execute a counterparty signature page hereto from time to time (each, a “Purchaser”, and collectively, the “Purchasers”).

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TWENTY-NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec

THIS TWENTY-NINTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of March 29, 2024 is entered into among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • April 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New Jersey

This Settlement Agreement and Release (“Agreement”) is made as of this 20th day of November 2023 (the “Execution Date”), by and among (a) Batya Klein and Benjamin Klein, as co-trustees of the Marital Trust Created by Kenneth S. Klein Revocable Trust U/A/D 10/20/80 (“Plaintiff”); and (b) Check Five, LLC (“Defendant”). Where appropriate, the parties to this Agreement are referred to individually as a “Party” and collectively as the “Parties.”

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 18th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

This CREDIT AGREEMENT is entered into as of July 14, 2022 among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as the Administrative Agent.

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INVESTOR RIGHTS AGREEMENT by and between GREENBROOK TMS INC., 1315 CAPITAL II, LP, GREYBROOK HEALTH INC., MARLIN FUND, LIMITED PARTNERSHIP, MARLIN FUND II, LIMITED PARTNERSHIP, MSS GB SPV LP and THE OTHER PURCHASERS FROM TIME TO TIME PARTY HERETO...
Investor Rights Agreement • June 23rd, 2021 • Greenbrook TMS Inc. • Services-misc health & allied services, nec

INVESTOR RIGHTS AGREEMENT, dated as of June 14, 2021 (as may be amended from time to time, this “Agreement”), by and among Greenbrook TMS Inc., an Ontario corporation (the “Company”), 1315 Capital II, LP (“1315”), Greybrook Health Inc. (“Greybrook”), Marlin Fund, Limited Partnership (“Marlin”), Marlin Fund II, Limited Partnership (“Marlin II”), MSS GB SPV LP (“MSS”, and together with Marlin and Marlin II, “Masters”, and Masters together with 1315 and Greybrook, the “Principal Purchasers”) and any other Purchaser (as defined below) otherwise a party hereto from time to time.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 13th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Delaware

This Securities Purchase Agreement (this “Agreement”), dated as of July 13, 2023, by and between Greenbrook TMS Inc., an Ontario corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Delaware

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 13 day of January, 2022 (the “Execution Date”), by and between (i) TMS NeuroHealth Centers Services, LLC, a Delaware limited liability company(collectively with its Affiliates (as defined below), the “Company”), and (ii) William Leonard (the “Executive”), collectively with the Company, the “Parties.”

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INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 15, 2023 (this “Agreement”), has been entered into by and between GREENBROOK TMS INC., an Ontario corporation (the “Company”) and the Purchasers (as defined below).

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EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 18th, 2023 • Greenbrook TMS Inc. • Services-misc health & allied services, nec

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of March 31, 2023 is entered into among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Delaware

This Settlement Agreement and Release (“Agreement”) is made as of this 9th day of August, 2024 (the “Agreement Date”), by and among (a) Success Behavioral Holdings, LLC, Theragroup LLC, Benjamin Klein (“Klein”), and Batya Klein and The Bereke Trust U/T/A dated 2/10/03 (persons and entities listed in this clause (a), collectively, “Plaintiffs”); and (b) TMS NeuroHealth Centers, Inc., Greenbrook TMS Inc. (“Greenbrook”), William Leonard and Erns Loubser (persons and entities listed in this clause (b), collectively, “Defendants”). Where appropriate, the parties to this Agreement are referred to individually as a “Party” and collectively as the “Parties.”

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INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • April 26th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

This Research Collaboration Agreement (this “Agreement”) is entered into as of December 15th, 2023 (the “Effective Date”) by and between COMPASS, a corporation registered in England and Wales with company number 10229259 and having its registered office at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT, United Kingdom with a principal place of business at (“Company”), and TMS NeuroHealth Centers, Inc. a Delaware corporation with a place of business at 8401 Greensboro Drive, Suite 425, Tysons Corner, Virginia 22102 and its affiliated medical practices (collectively “GTMS”), on behalf of itself and its Affiliates (as defined below). GTMS and Company may each be referred to herein as a “Party” and collectively as the “Parties”.

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TERM LOAN EXCHANGE AGREEMENT
Term Loan Exchange Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • New York

This Term Loan Exchange Agreement (this “Agreement”), dated as of August 11, 2024, is entered into by and among GREENBROOK TMS INC., an Ontario corporation (the “Company”), MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as administrative agent (the “Administrative Agent”), and each of the entities listed on the signature page hereof under the heading “LENDERS” (each, a “Lender” and, collectively, the “Lenders”) (which, for the avoidance of doubt, constitute all of the Lenders).

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