ESCROW AGREEMENTEscrow Agreement • July 27th, 2022 • Klein Benjamin • Services-misc health & allied services, nec • New York
This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this "Agreement") is made and entered into as of {{closing-date}}, 2022, by and among Greenbrook TMS Inc., an Ontario corporation ("Greenbrook"), TMS NeuroHealth Centers Inc., a Delaware corporation ("Purchaser"), Benjamin Klein ("Sellers' Representative" and together with Greenbrook and Purchaser, sometimes referred to individually as "Party" or collectively as the "Parties") and Computershare Trust Company, N.A. (the "Escrow Agent").
INVESTOR RIGHTS AGREEMENT by and between GREENBROOK TMS INC. and BENJAMIN KLEIN Dated as of {{closing-date}}, 2022Investor Rights Agreement • July 27th, 2022 • Klein Benjamin • Services-misc health & allied services, nec
INVESTOR RIGHTS AGREEMENT, dated as of {{closing-date}}, 2022 (as may be amended from time to time, this "Agreement"), by and between Greenbrook TMS Inc., an Ontario corporation (the "Company") and Mr. Benjamin Klein (the "Investor").
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 • July 27th, 2022 • Klein Benjamin • 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
RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • July 27th, 2022 • Klein Benjamin • Services-misc health & allied services, nec • Delaware
THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of July 14, 2022 (this "Agreement"), has been entered into by and between GREENBROOK TMS INC., an Ontario corporation (the "Company") and the Shareholders (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • July 27th, 2022 • Klein Benjamin • Services-misc health & allied services, nec
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
LOCK-UP AGREEMENTLock-Up Agreement • July 27th, 2022 • Klein Benjamin • Services-misc health & allied services, nec • Delaware
Reference is made to that certain Membership Interest Purchase Agreement, dated May 15, 2022 (the "Purchase Agreement"), by and among MS NeuroHealth Centers Inc., a Delaware corporation (the "Purchaser"), Greenbrook TMS Inc., an Ontario corporation ("Greenbrook"), Theragroup LLC, a Delaware limited liability company ("Theragroup"), Success Behavioral Holdings, LLC, a Florida limited liability company ("Seller"), Batya Klein and Benjamin Klein, each an individual (together, the "Seller Principals"), and The Bereke Trust U/T/A Dated 2/10/03 ("Bereke" and together with Theragroup, Seller, and the Seller Principals, the "Securities Holders") pursuant to which Purchaser has acquired all of the issued and outstanding membership interests of Check Five LLC, a Delaware limited liability company (d/b/a Success TMS) ("Check Five") from the Seller (the "Success TMS Transaction").
