VOTING AND SUPPORT AGREEMENTVoting 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;
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit 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.
August 9, 2024 Neuronetics, Inc.Arrangement Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec
ARRANGEMENT AGREEMENTArrangement Agreement • August 14th, 2024 • Greenbrook TMS Inc. • Services-misc health & allied services, nec • Ontario
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • 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.”
TERM LOAN EXCHANGE AGREEMENTTerm 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).
