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.
Amendment NO. 5 and waiver TO credit AGREEMENT AND GUARANTY
This AMENDMENT NO. 5 and waiver TO credit AGREEMENT and guaranty (this “Amendment”) is made as of March 12, 2026, by and between NEURONETICS, INC., as the Borrower (the “Borrower”), and PERCEPTIVE CREDIT HOLDINGS IV, LP, in its capacities as (i) administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) and (ii) the Majority Lender.
RECITALS
WHEREAS, reference is made to that certain Credit Agreement and Guaranty, dated as of July 25, 2024 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended or otherwise modified pursuant to this Amendment and as it may be further amended, supplemented or otherwise modified from time to time hereafter, being the “Credit Agreement”), by and among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent; and
WHEREAS, the Borrower has requested that the Administrative Agent and the Majority Lender (i) make certain amendments to the Existing Credit Agreement and (ii) waive compliance with the No Qualification Requirement (as defined below) to the extent set forth in Section 1.03 below, and the Administrative Agent and the Majority Lender are willing to do so subject to the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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“Amendment No. 5” means Amendment No. 5 to Credit Agreement and Guaranty, dated as of the Amendment No. 5 Effective Date, by and among the Borrower, the Administrative Agent and the Majority Lender.
“Amendment No. 5 Effective Date” means March [ ], 2026.
10.01 Minimum Liquidity. The Borrower hereby covenants and agrees that
(i) at all times from the Amendment No. 5 Effective Date until and including March 31, 2027, it shall hold and maintain a minimum aggregate balance of one million dollars ($1,000,000), (ii) at all times following March 31, 2027 until and including June 30, 2027, it shall hold and maintain a minimum aggregate balance of two million dollars ($2,000,000), (iii) at all times following June 30, 2027 until and including September 30, 2027, it shall hold and maintain a minimum aggregate balance of three million dollars ($3,000,000), (iv) at all times following September 30, 2027 until and including December 31, 2027, it shall hold and maintain a minimum aggregate balance of four million dollars ($4,000,000) and (v) at all times following December 31, 2027, it shall hold and maintain a minimum aggregate balance of five million dollars ($5,000,000), in each case and at all such times in unrestricted cash-on-hand and Permitted Cash Equivalent Investments in one or more Controlled Accounts that shall be (x) maintained with one or more commercial banks or similar deposit-taking institutions in the U.S. and (y) free and clear of all Liens, other than Liens granted under the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties.
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[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
BORROWER:
NEURONETICS, INC.
By: /s/ Steven E. Pfanstiel
Name: Steven E. Pfanstiel
Title: Executive Vice President, Chief
Financial Officer, and Treasurer
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ADMINISTRATIVE AGENT AND MAJORITY LENDER:
PERCEPTIVE CREDIT HOLDINGS IV, LP By: PERCEPTIVE CREDIT OPPORTUNITIES
GP, LLC, its general partner
By /s/ Sandeep Dixit
Name: Sandeep Dixit
Title: Chief Credit Officer
By /s/ Sam Chawla
Name: Sam Chawla
Title: Portfolio Manager
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