THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

Execution Version

THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of August 2, 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).

RECITALS

WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Credit Agreement dated as of July 14, 2022 (as amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders make certain modifications to the Credit Agreement;

WHEREAS, the Borrower has requested an additional Loan in an aggregate principal amount of $3,055,838.00; and

WHEREAS, the Lenders are willing to make the changes to the Credit Agreement as set forth herein and make the additional Loan described herein, subject to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Credit Agreement.

(a)The Credit Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications set forth in Appendix A (the Credit Agreement, as so amended by this Agreement, being referred to as the “Amended Credit Agreement”).

(b)Schedule 2.01 to the Credit Agreement is hereby amended and restated to read, in its entirety, in the form of Schedule 2.01 hereto.

(c)Exhibit A to the Credit Agreement is hereby amended and restated to read, in its entirety, in the form of Exhibit A hereto.

(d)Exhibit B-29 is hereby added to the Amended Credit Agreement in the form of Exhibit B-29 hereto.

2.[RESERVED].

3.Term CC Loan. Each Lender with a Term CC Commitment (each, a “Term CC Lender”) hereby agrees to advance its respective Term CC Commitments under the Term CC Loan with the aggregate amount of all such advances not to exceed $3,055,838.00.  Each Term CC Lender’s Term CC Commitment shall be as set forth on Schedule 2.01 attached hereto.  The Lenders and the Borrower agree that the Borrower shall make amortization payments on the Term CC Loan in accordance with Section 2.05(cc) of the Amended Credit Agreement.

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4. Conditions Precedent.  This Agreement shall be effective upon the date that the following conditions precedent shall have been satisfied:

(a)receipt by the Administrative Agent of (i) counterparts of this Agreement duly executed by the Loan Parties, the Required Lenders, the Term CC Lenders and the Administrative Agent, (ii) counterparts of the Term CC Notes, each duly executed by a Responsible Officer of the Borrower, (iii) counterparts of the Twenty-Sixth Amended and Restated Fee Letter duly executed by the Borrower and the Administrative Agent, (iv) a reasonably satisfactory letter of direction containing funds flow information with respect to the proceeds of the Term CC Loans to be made on the date hereof and (v) a Loan Notice, duly executed by a Responsible Officer of the Borrower, requesting a Borrowing of the Term CC Loans on the date hereof;

(b)receipt by the applicable party of all fees, charges and expenses of the Administrative Agent and the Lenders (including, without limitation, the fees and expenses of legal counsel for the Administrative Agent);

(c)receipt by the Administrative Agent of resolutions of the Board of Directors of the Borrower approving of this Agreement and the Amended Credit Agreement; and

(d)receipt by the Administrative Agent of the Term CC Facility Financing Fee (as defined in the Twenty-Sixth Amended and Restated Fee Letter).

5.[RESERVED].

6. Reaffirmation.  Each of the Loan Parties acknowledges and reaffirms (a) that it is bound by all of the terms of the Investment Documents to which it is a party and (b) that it is responsible for the observance and full performance of all Obligations, including without limitation, the repayment of the Loans.  Furthermore, the Loan Parties acknowledge and confirm (i) that the Administrative Agent and the Lenders have performed fully all of their obligations under the Credit Agreement and the other Investment Documents and (ii) that by entering into this Agreement, the Administrative Agent and the Lenders do not, except as expressly set forth herein, waive or release any term or condition of the Credit Agreement or any of the other Investment Documents or any of their rights or remedies under such Investment Documents or any applicable Laws or any of the obligations of the Loan Parties thereunder.

7.Release.  As a material part of the consideration for the Administrative Agent and the Lenders entering into this Agreement (this Section 7, the “Release Provision”):

(a)Each Loan Party agrees that the Administrative Agent, the Lenders, each of their respective Affiliates and each of the foregoing Persons’ respective officers, managers, members, directors, advisors, sub-advisors, partners, agents and employees, and their respective successors and assigns (hereinafter all of the above collectively referred to as the “Lender Group”), are irrevocably and unconditionally released, discharged and acquitted from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under or otherwise arising in connection with the Credit Agreement or the other Investment Documents on or prior to the date hereof.

(b)Each Loan Party hereby acknowledges, represents and warrants to the Lender Group that:

(i)it has read and understands the effect of the Release Provision.  Each Loan Party has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for such Loan Party has read and considered the Release Provision and advised such Loan Party with respect to the same.  Before execution of this Agreement, each Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision.

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(ii)no Loan Party is acting in reliance on any representation, understanding, or agreement not expressly set forth herein.  Each Loan Party acknowledges that the Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein.

(iii)each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person.

(iv)each Loan Party is the sole owner of its respective claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such claims to any other Person.

(c)The Loan Parties understand that the Release Provision was a material consideration in the agreement of the Administrative Agent and the Lenders to enter into this Agreement.  The Release Provision shall be in addition to any right, privileges and immunities granted to the Administrative Agent and the Lenders under the Investment Documents.

8.Miscellaneous.

(a)The Credit Agreement and the obligations of the Loan Parties thereunder and under the other Investment Documents, except as expressly modified by this Agreement, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Agreement is a Loan Document.

(b)Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Investment Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Investment Documents (except as expressly modified hereby).

(c)The Loan Parties hereby represent and warrant as follows:

(i)each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement.

(ii)this Agreement has been duly executed and delivered by each Loan Party party hereto and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable against each such Loan Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforceability of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii)no approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement.

(iv)(A) the representations and warranties of the Borrower and each other Loan Party contained in Article VI of the Credit Agreement or any other Investment Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date and (B) no event has occurred and is continuing which constitutes a Default or an Event of Default.

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(v)Indebtedness of the Borrower and its Subsidiaries existing on the date hereof are described on Schedule A.

(d)Each of the Loan Parties hereby affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent, for the benefit of the Secured Parties, and agrees that this Agreement does not adversely affect or impair such liens and security interests in any manner.

(e)This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

(f)If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g)THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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GREENBROOK TMS INC.
THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT

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APPENDIX A

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AMENDED CREDIT AGREEMENT

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NONE OF THIS AGREEMENT, THE CONVERSION INSTRUMENTS OR THE CONVERSION SHARES HAVE BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED PURSUANT TO ANY APPLICABLE U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS.  THE CONVERSION INSTRUMENTS AND THE CONVERSION SHARES MAY BE RESOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND QUALIFIED PURSUANT TO APPLICABLE U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION, QUALIFICATION NOR EXEMPTION IS REQUIRED BY LAW.

CREDIT AGREEMENT

Dated as of July 14, 2022

among

GREENBROOK TMS INC.,
as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER,
as the Guarantors,

MADRYN FUND ADMINISTRATION, LLC,
as the Administrative Agent

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

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TABLE OF CONTENTS

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[Remainder of page intentionally left blank]

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CREDIT AGREEMENT

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.

The Borrower has requested that the Lenders make certain term loan facilities available to the Borrower, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

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DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type of security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person or (c) any new Product or Service.

“Act” has the meaning set forth in Section 11.17.

“Adjusted Three-Month Term SOFR” means, which respect to any Interest Period, a rate per annum equal to the sum of (a) Three-Month Term SOFR for such Interest Period, plus (b) the SOFR Adjustment.

“Administrative Agent” means Madryn Fund Administration, LLC, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agency Resignation Agreement” means that Agency Resignation, Appointment, Assumption and Waiver Agreement dated as of the Seventh Amendment Effective Date, by and among the Borrower, Madryn Health Partners II (Cayman Master), LP, in its capacity as the resigning Administrative Agent,

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Madryn Fund Administration, LLC, in its capacity as the successor Administrative Agent and the Lenders.

“Agreement” means this Credit Agreement.

“Applicable Accounting Standard” means (a) initially, IFRS and (b) at all times following written notice from the Borrower to the Administrative Agent that the Borrower has elected to replace IFRS with GAAP, GAAP.

“Applicable Margin” means nine percent (9.00%) per annum.

“Applicable Percentage” means, with respect to any Lender at any time, (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by the outstanding principal amount of such Term A Lender’s Term A Loans at such time, (b) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) at any time during the Term B Availability Period, such Term B Lender’s Term B Commitments at such time and (ii) thereafter, the outstanding principal amount of such Term B Lender’s Term B Loans at such time, (c) in respect of the Term C Facility, with respect to any Term C Lender at any time, the percentage (carried out to the ninth decimal place) of the Term C Facility represented by (i) at any time after the Term C Commitments have been established pursuant to Section 2.13 but prior to the date of the Term C Borrowing, such Term C Lender’s Term C Commitments at such time and (ii) thereafter, the outstanding principal amount of such Term C Lender’s Term C Loans at such time, (d) in respect of the Term D Facility, with respect to any Term D Lender at any time, the percentage (carried out to the ninth decimal place) of the Term D Facility represented by the outstanding principal amount of such Term D Lender’s Term D Loans at such time, (e) in respect of the Term E Facility, with respect to any Term E Lender at any time, the percentage (carried out to the ninth decimal place) of the Term E Facility represented by the outstanding principal amount of such Term E Lender’s Term E Loans at such time, (f) in respect of the Term F Facility, with respect to any Term F Lender at any time, the percentage (carried out to the ninth decimal place) of the Term F Facility represented by the outstanding principal amount of such Term F Lender’s Term F Loans at such time; (g) in respect of the Term G Facility, with respect to any Term G Lender at any time, the percentage (carried out to the ninth decimal place) of the Term G Facility represented by the outstanding principal amount of such Term G Lender’s Term G Loans at such time, (h) in respect of the Term H Facility, with respect to any Term H Lender at any time, the percentage (carried out to the ninth decimal place) of the Term H Facility represented by the outstanding principal amount of such Term H Lender’s Term H Loans at such time, (i) in respect of the Term I Facility, with respect to any Term I Lender at any time, the percentage (carried out to the ninth decimal place) of the Term I Facility represented by the outstanding principal amount of such Term I Lender’s Term I Loans at such time, (j) in respect of the Term J Facility, with respect to any Term J Lender at any time, the percentage (carried out to the ninth decimal place) of the Term J Facility represented by the outstanding principal amount of such Term J Lender’s Term J Loans at such time, (k) in respect of the Term K Facility, with respect to any Term K Lender at any time, the percentage (carried out to the ninth decimal place) of the Term K Facility represented by the outstanding principal amount of such Term K Lender’s Term K Loans at such time, (l) in respect of the Term L Facility, with respect to any Term L Lender at any time, the percentage (carried out to the ninth decimal place) of the Term L Facility represented by the outstanding principal amount of such Term L Lender’s Term L Loans at such time, (m) in respect of the Term M Facility, with respect to any Term M Lender at any time, the percentage (carried out to the ninth decimal place) of the Term M Facility represented by the outstanding principal amount of such Term M Lender’s Term M Loans at such time, (n) in respect of the Term N Facility, with respect to any Term N Lender at any time, the percentage (carried out to the ninth decimal place) of the Term N Facility represented by the outstanding principal amount of such Term N Lender’s Term N Loans at such

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time, (o) in respect of the Term O Facility, with respect to any Term O Lender at any time, the percentage (carried out to the ninth decimal place) of the Term O Facility represented by the outstanding principal amount of such Term O Lender’s Term O Loans at such time, (p) in respect of the Term P Facility, with respect to any Term P Lender at any time, the percentage (carried out to the ninth decimal place) of the Term P Facility represented by the outstanding principal amount of such Term P Lender’s Term P Loans at such time, (q) in respect of the Term Q Facility, with respect to any Term Q Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Q Facility represented by the outstanding principal amount of such Term Q Lender’s Term Q Loans at such time, (r) in respect of the Term R Facility, with respect to any Term R Lender at any time, the percentage (carried out to the ninth decimal place) of the Term R Facility represented by the outstanding principal amount of such Term R Lender’s Term R Loans at such time, (s) in respect of the Term S Facility, with respect to any Term S Lender at any time, the percentage (carried out to the ninth decimal place) of the Term S Facility represented by the outstanding principal amount of such Term S Lender’s Term S Loans at such time, (t) in respect of the Term T Facility, with respect to any Term T Lender at any time, the percentage (carried out to the ninth decimal place) of the Term T Facility represented by the outstanding principal amount of such Term T Lender’s Term T Loans at such time, (u) in respect of the Term U Facility, with respect to any Term U Lender at any time, the percentage (carried out to the ninth decimal place) of the Term U Facility represented by the outstanding principal amount of such Term U Lender’s Term U Loans at such time, (v) in respect of the Term V Facility, with respect to any Term V Lender at any time, the percentage (carried out to the ninth decimal place) of the Term V Facility represented by the outstanding principal amount of such Term V Lender’s Term V Loans at such time, (w) in respect of the Term W Facility, with respect to any Term W Lender at any time, the percentage (carried out to the ninth decimal place) of the Term W Facility represented by the outstanding principal amount of such Term W Lender’s Term W Loans at such time, (x) in respect of the Term X Facility, with respect to any Term X Lender at any time, the percentage (carried out to the ninth decimal place) of the Term X Facility represented by the outstanding principal amount of such Term X Lender’s Term X Loans at such time, (y) in respect of the Term Y Facility, with respect to any Term Y Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Y Facility represented by the outstanding principal amount of such Term Y Lender’s Term Y Loans at such time (z) in respect of the Term Z Facility, with respect to any Term Z Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Z Facility represented by the outstanding principal amount of such Term Z Lender’s Term Z Loans at such time, (aa) in respect of the Term AA Facility, with respect to any Term AA Lender at any time, the percentage (carried out to the ninth decimal place) of the Term AA Facility represented by the outstanding principal amount of such Term AA Lender’s Term AA Loans at such time, (bb) in respect of the Term BB Facility, with respect to any Term BB Lender at any time, the percentage (carried out to the ninth decimal place) of the Term BB Facility represented by the outstanding principal amount of such Term BB Lender’s Term BB Loans at such time, and (cc) in respect of the Term CC Facility, with respect to any Term CC Lender at any time, the percentage (carried out to the ninth decimal place) of the Term CC Facility represented by the outstanding principal amount of such Term CC Lender’s Term CC Loans at such time.  If the Commitments of all of the Lenders to make Loans have been terminated pursuant to Section 9.02, or if the Commitments have expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments.  The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01, in the Term C Facility Joinder Agreement or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Quarter” has the meaning set forth in Section 8.16(b)(i)(A).

“Appropriate Lender” means, at any time, with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time.

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“Approved Bank” has the meaning set forth in the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with the Applicable Accounting Standard, (b) in respect of any Synthetic Lease of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with the Applicable Accounting Standard if such lease were accounted for as a Capital Lease and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment.

“Audited Financial Statements” means the audited consolidated statement of financial position of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, and the related consolidated statements of net loss and comprehensive loss, changes in equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with IFRS.

“Board Observer” has the meaning set forth in Section 7.10(c).

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or if not member-managed, the managers thereof or any committee of managing members or managers thereof duly authorized to act on behalf of such Persons, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrower” has the meaning set forth in the introductory paragraph hereto.

“Borrowing” means a Term A Borrowing, Term B Borrowing, Term C Borrowing, Term D Borrowing, Term E Borrowing, Term F Borrowing, Term G Borrowing, Term H Borrowing, Term I Borrowing, Term J Borrowing, Term K Borrowing, Term L Borrowing, Term M Borrowing, Term N Borrowing, Term O Borrowing, Term P Borrowing, Term Q Borrowing, Term R Borrowing, Term S Borrowing, Term T Borrowing, Term U Borrowing, Term V Borrowing, Term W Borrowing, Term X Borrowing, Term Y Borrowing, Term Z Borrowing, Term AA Borrowing, Term BB Borrowing or Term CC Borrowing, as the context may require, in each case, pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York, Toronto, Ontario, Canada or the state where the Administrative Agent’s Office is located.

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“Business Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary.

“Business Systems” means the material computer and other information technology systems, networks, and platforms that are owned, used, or relied upon by the Borrower or any Subsidiary, including, without limitation, all data and information stored or contained therein or transmitted thereby and all software, hardware, and websites.

“Businesses” means, at any time, a collective reference to the businesses operated by the Loan Parties and their respective Subsidiaries at such time.

“Canadian AML Acts” means applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

“Canadian Defined Benefit Pension Plan” means a Canadian Pension Plan that contains or has ever contained a “defined benefit provision” as such term is defined in Section 147.1(1) of the Income Tax Act (Canada).

“Canadian Loan Party” means any Loan Party that is organized under the laws of Canada or any province or territory thereof.

“Canadian Pension Plan” means a pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that is organized and administered to provide pensions, pension benefits or retirement benefits for employees and former employees of any Loan Party or any Subsidiary thereof.

“Canadian Pledge Agreement” means the pledge agreement dated as of the Effective Date executed in favor of the Administrative Agent, for the benefit of the Secured Parties, by each of the Canadian Loan Parties.

“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the Regulations implementing the United Nations Resolutions on Taliban, ISIL (▇▇’▇▇▇) and Al-Qaida and/or the Special Economic Measures Act (Canada).

“Canadian Security Agreements” means, collectively, each security agreement and each hypothec, executed in favor of the Administrative Agent for the benefit of the Secured Parties by each of the Canadian Loan Parties.

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with the Applicable Accounting Standard, is required to be accounted for as a capital lease on the balance sheet of that Person.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by (i) the United States or any agency or instrumentality thereof (provided, that, the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition and (ii) the government of Canada or any province of Canada, in each case having a rating of A or better by S&P and having maturities of not more than twelve (12) months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any

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domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000, (ii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from ▇▇▇▇▇’▇ is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”) or (iii) any bank listed on Schedule I to the Bank Act (Canada) or any other commercial bank organized under the laws of Canada, in each case, having capital and surplus in excess of $500,000,000, in each case under this clause (b) with maturities of not more than two hundred and seventy (270) days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by ▇▇▇▇▇’▇ and maturing within six (6) months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with the Applicable Accounting Standard as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“CHAMPVA” means the Civilian Health and Medical Program of the Department of Veterans Affairs, a program of medical benefits covering retirees and dependents of former members of the armed services administered by the United States Department of Veterans Affairs, and all applicable Laws governing such program.

“Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following events:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than any Specified Permitted Holder, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of Equity Interests representing thirty percent (30%) or more of the aggregate ordinary voting power in the election of the Board of Directors of the Borrower represented by the issued and outstanding Equity Interests of the Borrower on a fully diluted basis (and taking into account

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all such securities that such person or group has the right to acquire pursuant to any option right); or

(b)during any period of twelve (12) consecutive months, a majority of the members of the Board of Directors of the Borrower cease to be composed of individuals (i) who were members of that Board of Directors on the first day of such period, (ii) whose election or nomination to that Board of Directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that Board of Directors or (iii) whose election or nomination to that Board of Directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that Board of Directors; or

(c)any “Change of Control” (or any comparable term) shall occur under any document or agreement evidencing any Indebtedness with an aggregate principal amount in excess of the Threshold Amount.

“Clinic” means a medical practice, facility, clinic, center or location owned, operated or managed by the Borrower, any Subsidiary or any Supported Practice from which a Supported Practice or Licensed Provider provides or furnishes healthcare goods or services governed by applicable Laws.

“CME” means CME Group Benchmark Administration Limited.

“CMS” means the U.S. Center for Medicare and Medicaid Services.

“Collateral” means a collective reference to all real and personal property with respect to which ▇▇▇▇▇ in favor of the Administrative Agent, for the benefit of the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

“Collateral Access Agreement” means an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which a lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of inventory or other property owned by any Loan Party, acknowledges the Liens of the Administrative Agent and waives (or, if approved by the Administrative Agent acting reasonably, subordinates) any Liens held by such Person on such property, and permits the Administrative Agent access to any Collateral stored or otherwise located thereon.

“Collateral Documents” means a collective reference to the U.S. Security Agreement, the U.S. Pledge Agreement, the Canadian Security Agreements, the Canadian Pledge Agreement, the Parent Pledge Agreement, the MSA Collateral Assignments, the Qualifying Control Agreements, the Collateral Access Agreements, the Real Property Security Documents and other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14.

“Collateral Questionnaire” means that certain collateral questionnaire dated as of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent and executed by a Responsible Officer of the Borrower.

“Commitment” means a Term A Commitment, a Term B Commitment, a Term C Commitment, a Term D Commitment, a Term E Commitment, a Term F Commitment, a Term G Commitment, a Term H Commitment, a Term I Commitment, a Term J Commitment, a Term K Commitment, a Term L Commitment, a Term M Commitment, a Term N Commitment, a Term O Commitment, a Term P Commitment, a Term Q Commitment, a Term R Commitment, a Term S Commitment, a Term T

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Commitment, a Term U Commitment, a Term V Commitment, a Term W Commitment, a Term X Commitment, a Term Y Commitment, a Term Z Commitment, a Term AA Commitment, a Term BB Commitment or a Term CC Commitment, as the context may require.

“Communication” means this Agreement, any Investment Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Investment Document.

“Compliance Certificate” means a certificate substantially in the form of Exhibit E.

“Confidential Information” means all non-public information, whether written, oral or in any electronic, visual or other medium, that is the subject of reasonable efforts to keep confidential and that is owned by the Borrower or any Subsidiary or that the Borrower or any Subsidiary is licensed, authorized or otherwise granted rights under or to.

“Consolidated Revenues” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all amounts paid to and received by the Borrower and its Subsidiaries in the ordinary course of business that, in accordance with the Applicable Accounting Standard, would be classified as net revenue, excluding upfront payments, milestones and other similar one-time payments received by the Borrower or any of its Subsidiaries that are not related to the sale of products or services; provided, that, “Consolidated Revenues” shall exclude the revenues generated by any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of the income resulting from such revenues is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Controlled Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity investments in the Borrower or one or more other portfolio companies.

“Conversion Amount” means the “Aggregate Conversion Amount” (as defined in the applicable Conversion Instrument) to be paid (by way of deemed repayment of Loans pursuant to Section 2.14) by the Converting Lender to the Borrower in connection with any exercise of the conversion rights pursuant to the terms of the Conversion Instrument held by such Converting Lender.

“Conversion Instruments” means those certain common share conversion instruments, substantially in the form of Exhibit G, entered into as of the Effective Date among the Borrower, the Lenders and the Administrative Agent.

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“Conversion Share” means any common share in the capital of the Borrower (subject to any changes thereto in accordance with the terms of the Conversion Instruments) issued or issuable upon exercise of the conversion rights pursuant to the terms of the Conversion Instruments.

“Convertible Bond Indebtedness” means Indebtedness having a feature which entitles the holder thereof to convert or exchange all or a portion of such Indebtedness into Qualified Capital Stock of the Borrower, or which otherwise automatically converts into Qualified Capital Stock of the Borrower pursuant to the terms of such Indebtedness.

“Converting Lender” has the meaning set forth in Section 2.14(a).

“Copyright License” means any written agreement providing for the grant of any right to use any Work under any Copyright.

“Copyrights” means (a) all proprietary rights afforded Works pursuant to Title 17 of the United States Code, including, without limitation, all rights in mask works, copyrights and original designs, and all proprietary rights afforded such Works by other countries for the full term thereof (and including all rights accruing by virtue of bilateral or international treaties and conventions thereto), whether registered or unregistered, including, but not limited to, all applications for registration, renewals, extensions, reversions or restorations thereof now or hereafter provided for by law and all rights to make applications for registrations and recordations, regardless of the medium of fixation or means of expression, which are owned by the Borrower or any Subsidiary or which the Borrower or any Subsidiary is licensed, authorized or otherwise granted rights under or to and (b) all copyright rights under the copyright laws of the United States, Canada and all other countries for the full term thereof (and including all rights accruing by virtue of bilateral or international copyright treaties and conventions), whether registered or unregistered, including, but not limited to, all applications for registration, renewals, extensions, reversions or restorations of copyrights now or hereafter provided for by law and all rights to make applications for copyright registrations and recordations, regardless of the medium of fixation or means of expression, which are owned by the Borrower or any Subsidiary or which the Borrower or any Subsidiary is licensed, authorized or otherwise granted rights under or to.

“Credit Party” has the meaning set forth in Section 11.16.

“Cure Period” has the meaning set forth in Section 8.16(b)(i).

“Cure Right” has the meaning set forth in Section 8.16(b)(i).

“DEA” means the United States Drug Enforcement Administration and any successor administration thereto.

“Debt Issuance” means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect.

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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” has the meaning set forth in Section 2.06(b).

“Defaulting Lender” means, subject to Section 2.12(b), any Lender, as determined by the Administrative Agent, that (a) has failed to perform any of its funding obligations hereunder, including with respect to any Term B Commitments or Term C Commitments, within three (3) Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder or (c) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease, issuance or other disposition (including (x) any Sale and Leaseback Transaction and (y) any issuance by any Subsidiary of its Equity Interests) of any property by any Loan Party or any Subsidiary, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, prior to the one hundred eighty-first (181^st) day after the Maturity Date (in each case, other than any redemption or maturity payable solely in shares of Qualified Capital Stock), (b) requires the payment of any cash dividends at any time prior to the one hundred eighty-first (181^st) day after the Maturity Date, (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations, or (d) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in clause (a), (b) or (c) above, in each case at any time prior to the one hundred eighty-first (181^st) day after the Maturity Date; provided, that, any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem or repurchase such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the one hundred eighty-first (181^st) day after the Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem or repurchase any such Equity Interests pursuant to such provisions prior to the Facility Termination Date.

“Dollar” and “$” mean lawful money of the United States.

“Domain Names” means all domain names and URLs that are registered and/or owned by the Borrower or any Subsidiary or which the Borrower or any Subsidiary is licensed, authorized or otherwise granted rights under or to.

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“Domestic Loan Party” means any Loan Party that is organized under the laws of any state of the United States or the District of Columbia.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“Earn Out Obligations” means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition.  For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition.  For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with the Applicable Accounting Standard.

“Effective Date” means July 14, 2022.

“Electronic Copy” has the meaning set forth in Section 11.16.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assets” means fixed or capital assets that are used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Effective Date (or any reasonable extensions or expansions thereof).  For the avoidance of doubt, Eligible Assets shall not include any current assets as classified by the Applicable Accounting Standard.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Environmental Laws” means any and all federal, state, provincial, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests”  means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in)

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such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member, membership or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Transfer Restriction Agreement” means any stock transfer restriction agreement, share transfer restriction agreement, business continuity agreement, or other similar agreement among the Borrower or any of its Subsidiaries, a Supported Practice, and each physician owner of such Supported Practice, in each case of the foregoing, in form and substance reasonably satisfactory to the Administrative Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA, or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Event of Default” has the meaning set forth in Section 9.01.

“Excluded Account” means (a) any demand deposit account, securities account, commodity account or other accounts where money or securities are or may be maintained of any Loan Party (and all cash, Cash Equivalents and other securities or instruments credited thereto or deposited therein) that is a zero balance account or is used solely and exclusively for payroll, payroll taxes, and other employee wage and benefit payments to or for any Loan Party’s employees, (b) each Government Receivables Account and (c) any other deposit account, securities account, commodity account or other account which, together with all other such accounts excluded pursuant to this clause (c), do not at any time hold cash and Cash Equivalents with an aggregate average monthly balance in excess of $300,000.

“Excluded Property” means, with respect to any Loan Party, including any Person that becomes a Loan Party after the Effective Date as contemplated by Section 7.12, (a) (i) any owned real property with a fair market value of less than $1,000,000 and (ii) any leasehold interest of any Loan Party in real property, (b) solely with respect to any Domestic Loan Party or Canadian Loan Party, any personal property (including, without limitation, motor vehicles) in respect of which perfection of a Lien is not either (i) governed by the Uniform Commercial Code or the PPSA, respectively, or (ii) effected by

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appropriate evidence of the Lien being filed in either the United States Copyright Office, the United States Patent and Trademark Office or the Canadian Intellectual Property Office, unless requested by the Administrative Agent or the Required Lenders, (c) any property which, subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(i) pursuant to documents which prohibit such Loan Party from granting any other Liens in such property, (d) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable United States law; provided, that, upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall no longer constitute “Excluded Property” and shall be considered Collateral, (e) solely with respect to any Domestic Loan Party or Canadian Loan Party, any permit, lease, license, contract or other agreement if the grant of a security interest in such permit, lease, license, contract or other agreement in the manner contemplated by the Collateral Documents, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Loan Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided, that, (i) any such limitation described in the foregoing clause (e) on the security interests granted under the Collateral Documents shall only apply to the extent that any such prohibition is not rendered ineffective pursuant to the Uniform Commercial Code, the PPSA or any other applicable Law, in each case, that has the effect of permitting the grant of a security interest and preventing any termination, acceleration or alteration of such Loan Party’s rights, titles and interests thereunder as a result of such grant of a security interest and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, permit, lease, license, contract or other agreement, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such permit, lease, license, contract or other agreement shall be automatically and simultaneously granted under the Collateral Documents and such permit, lease, license, contract or other agreement shall be included as Collateral, (f) until the first date after the Effective Date on which the value of the equipment, inventory and other tangible personal property of the Loan Parties located in the Province of Quebec (as determined in the good faith judgment of the Borrower) exceeds $500,000 in the aggregate, all equipment, inventory and other tangible personal property located in the Province of Quebec and (g) any real or personal property as to which the Administrative Agent and the Borrower agree in writing that the costs or other consequences of obtaining a security interest in or perfection thereof are excessive in view of the benefits to be obtained by the Secured Parties therefrom.

“Excluded Subsidiary” means any Immaterial Subsidiary; provided, that, in no event shall a Person that is a Guarantor thereafter be deemed an Excluded Subsidiary.

“Exclusion Event” means any event or events resulting in the exclusion of the Borrower, any of its Subsidiaries, or any Supported Practice from participation in any Medical Reimbursement Program.

“Existing Credit Agreement” means that certain Credit and Security Agreement, dated as of December 31, 2020, among the Borrower, TMS Neurohealth Centers Inc., as borrower, the other credit parties from time to time party thereto, the lenders from time to time party thereto, and Oxford Finance LLC, as agent for the lenders, as amended or otherwise modified prior to the date hereof.

“Existing Insider Indebtedness” means the unsecured Indebtedness of the Borrower outstanding as of the Thirteenth Amendment Effective Date which was incurred pursuant to (a) those certain Promissory Notes dated as of February 3, 2023, February 28, 2023 and August 1, 2023, issued by the Borrower to certain holders of Equity Interests of the Borrower and certain officers, directors or employees of the Borrower and (b) those certain Note Purchase Agreements dated as of February 3, 2023 and August 1, 2023, by and among the Borrower and such holders, officers, directors or employees.

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“Existing Insider Note Documents” means each note evidencing Existing Insider Indebtedness, any note purchase agreement or other similar agreement entered into in connection therewith, any subordination agreement and any other agreements entered into in connection with Existing Insider Indebtedness.

“Existing SBA Indebtedness” means the Indebtedness of Check Five LLC, a Delaware limited liability company, owing to the U.S. Small Business Association pursuant to (a) that certain Loan Authorization and Agreement, dated as of May 24, 2020, by and between the U.S. Small Business Administration and Check Five, LLC (as amended or otherwise modified prior to the date hereof) and (b) that certain Note (Secured Disaster Loans), dated as of May 24, 2020, executed by Check Five, LLC in favor of the U.S. Small Business Association (as amended or otherwise modified prior to the date hereof).

“Extraordinary Receipts” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility” means the Term A Facility, the Term B Facility, the Term C Facility, the Term D Facility, the Term E Facility, the Term F Facility, the Term G Facility, the Term H Facility, the Term I Facility, the Term J Facility, the Term K Facility, the Term L Facility, the Term M Facility, the Term N Facility, the Term O Facility, the Term P Facility, the Term Q Facility, the Term R Facility, the Term S Facility, the Term T Facility, the Term U Facility, the Term V Facility, the Term W Facility, the Term X Facility, the Term Y Facility, the Term Z Facility, the Term AA Facility, the Term BB Facility or the Term CC Facility, as the context may require.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) all of the Commitments have terminated and (b) all Obligations have been paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted).

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code.

“FDA” means the Food and Drug Administration of the United States of America or any successor entity thereto.

“FDCA” means the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301 et seq. and all regulations promulgated thereunder.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that, (a) if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (b) if such day is not a Business Day, the Federal Funds Rate for such day shall be such

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rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day.

“Fifth Amendment Effective Date” means February 21, 2023.

“Flood Hazard Property” has the meaning set forth in the definition of “Real Property Security Documents”.

“Foreign Lender” has the meaning set forth in Section 3.01(d).

“Foreign Loan Party” means each Loan Party that is not a Domestic Loan Party.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with the Applicable Accounting Standard:

(a)all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)all purchase money Indebtedness;

(c)the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(d)all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(e)all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than ninety (90) days after the date on which such trade account payable was created), including, without limitation, any Earn Out Obligations;

(f)the Attributable Indebtedness of Capital Leases, Securitization Transactions and Synthetic Leases;

(g)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Capital Stock in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

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(h)all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;

(i)all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person; and

(j)all Funded Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse to such Person.

For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time.

“Government Receivable” means any Receivable that, consistent with the past accounting practices of the Borrower and its Subsidiaries, is initially classified as a Medicare Receivable, Medicaid Receivable or other government Receivable.

“Government Receivables Account” means an account established by Borrower, any of its Subsidiaries or any Supported Practice and used for receipt of Restricted Receivables, including, without limitation, Government Receivables.

“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Licenses” means all applications to and requests for approval from a Governmental Authority for the right to manufacture, import, store, market, promote, advertise, offer for sale, sell, use and/or otherwise distribute a Product or perform any Service, including, without limitation, all filings filed with the FDA or Health Canada (in each case, or any equivalent foreign Governmental Authority), and all authorizations issuing from a Governmental Authority based upon or as a result of such applications and requests, which are owned by the Borrower or any Subsidiary, acquired by the Borrower or any Subsidiary via assignment, purchase or otherwise or that the Borrower or any Subsidiary is licensed, authorized or otherwise granted rights under or to.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or

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lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means (a) each Subsidiary identified as a “Guarantor” on the signature pages hereto and (b) each other Person that joins as a Guarantor pursuant to Section 7.12, together with their successors and permitted assigns; provided, that, in no event shall any Excluded Subsidiary be a Guarantor.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Secured Parties pursuant to Article IV.

“Harmful Code” means any automatic restraint, time-bomb, trap-door, virus, worm, Trojan horse or other harmful code or instrumentality that will cause any software, hardware or system to cease to operate or to fail to conform to its specifications.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Health Care Compliance Program” means as defined in Section 6.23(e).

“Health Care Laws” means all requirements of applicable Laws, if and to the extent applicable to the Borrower, any of its Subsidiaries or a Supported Practice, related in any way to: (a) the provision of, or payment for, Services, health care services, equipment, or supplies; (b) health care fraud, waste, and abuse, including the following, as amended from time to time, (i) the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), (ii) the federal Physician Self-Referral Law (▇▇▇▇▇ Law) (42 U.S.C. § 1395nn), (iii) the federal civil False Claims Act (31 U.S.C. §§ 3729-3733), (iv) the federal Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), (v) the federal Exclusion Statute (42 U.S.C. §1320a-7), and (vi) other applicable requirements of applicable Laws related to self-referral, prohibited remuneration, or the defrauding of, or making of any false claim, false statement or misrepresentation of, material facts to any Medical Reimbursement Program; (c) required Permits; (d) Information Privacy and Security Laws; (e) the sale, marketing, storage, prescription or handling of drugs or medical devices, including the federal Controlled Substances Act (21 U.S.C. § 801 et seq.) and all applicable rules and requirements of the U.S. Drug Enforcement Administration (the “DEA”), the U.S. Food & Drug Administration (the “FDA”) and Health Canada; and (f) the disposal of medical waste.

“HHS” means the United States Department of Health and Human Services and any successor agency thereof.

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“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act (42 U.S.C. § 17921 et seq.), and as the same may be amended, modified, or supplemented from time to time, and any successor applicable Laws thereto.

“HMT” has the meaning set forth in the definition of “Sanctions”.

“IFRS” means the International Financial Reporting Standards as set out in the Chartered Professional Accountants of Canada Handbook - Accounting, as in effect from time to time.

“Immaterial Subsidiary” means at any time a Subsidiary (a) that has been designated in a written notice from the Borrower to the Administrative Agent as an “Immaterial Subsidiary” and for which such designation has not been revoked by the Borrower in a written notice to the Administrative Agent and (b) that (i) as of the last day of the fiscal quarter of the Borrower most recently ended for which the Loan Parties and their Subsidiaries were required to deliver financial statements pursuant to Section 7.01(a) or (b), did not have assets in excess of (A) for such Subsidiary (together with its Subsidiaries), five percent (5%) of the consolidated total assets of the Borrower and its Subsidiaries at the end of such fiscal quarter and (B) together with all other Immaterial Subsidiaries (and their respective Subsidiaries), fifteen percent (15%) of the consolidated total assets of the Borrower and its Subsidiaries at the end of such fiscal quarter; and (ii) for the period of four fiscal quarters most recently ended for which the Loan Parties and their Subsidiaries were required to deliver financial statements pursuant to Section 7.01(a) or (b), did not have Consolidated Revenues attributable to such Subsidiary for such period in excess of (A) for such Subsidiary (together with its Subsidiaries), five percent (5%) of Consolidated Revenues for such period and (B) together with all other Immaterial Subsidiaries (and their respective Subsidiaries), fifteen percent (15%) of Consolidated Revenues for such period.

“Inactive Subsidiary” means each of the following: (a) Achieve TMS Central, LLC, (b) Greenbrook TMS Durham LLC, (c) Greenbrook TMS Mechanicsville LLC, (d) Greenbrook TMS Christiansburg LLC, (e) Greenbrook TMS Eastern Shore LLC, (f) Greenbrook TMS Easton LLC, (g) Greenbrook TMS North Detroit LLC, (h) Greenbrook TMS ▇▇▇▇ Valley LLC, (i) Greenbrook TMS Lynchburg LLC, (j) Greenbrook TMS Connecticut LLC, (k) Greenbrook TMS Mooresville LLC, (l) Greenbrook TMS Newark LLC, (m), Greenbrook TMS Fort Bend LLC, (n) Greenbrook TMS Charlotte LLC, (o) Greenbrook TMS St. Petersburg LLC, (p) Greenbrook TMS Suffolk LLC, (q) Greenbrook TMS Wilmington LLC, (r) TMS NeuroHealth Centers Woodbridge LLC, (s) Greenbrook TMS Fairfax LLC, (t) Greenbrook TMS South Carolina, LLC and (u) Greenbrook TMS Roanoke LLC.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with the Applicable Accounting Standard:

(a)all Funded Indebtedness;

(b)the Swap Termination Value of any Swap Contract;

(c)all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and

(d)all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person or a Subsidiary thereof is a general partner or joint

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venturer, unless such Indebtedness is expressly made non-recourse to such Person or such Subsidiary.

“Indemnitee” has the meaning set forth in Section 11.04(b).

“Information” has the meaning set forth in Section 11.07.

“Information Privacy and Security Laws” means, collectively: (a) HIPAA; and (b) any other requirement of applicable Law concerning the privacy or security of personal information, including (i) Canadian, state and provincial data breach notification laws, (ii) Canadian, state and provincial health information privacy laws and (iii) Canadian, state and provincial consumer protection laws.

“Interest Payment Date” means (a) the last day of each March, June, September and December, commencing with the first such date to occur at least thirty (30) days after the Effective Date; provided, that, if any such last day is not a Business Day, the applicable “Interest Payment Date” shall be the first Business Day immediately preceding such last day of such month and (b) the Maturity Date.

“Interest Period” means, with respect to any Loan, (a) initially, the period commencing on (and including) the applicable borrowing date of such Loan and ending on (and including) the last day of the calendar quarter in which such borrowing date occurs; provided, that, if any such last day is not a Business Day, the applicable Interest Period shall end on the first Business Day immediately preceding such last day of such quarter, and (b) thereafter, the period beginning on (and including) the first day following the end of the preceding Interest Period and ending on the earlier of (and including) (x) the last day of the calendar quarter following the calendar quarter in which the preceding Interest Period ended; provided, that, if any such last day is not a Business Day, the applicable Interest Period shall end on the first Business Day immediately preceding such last day of such quarter, and (y) the Maturity Date.

“Interest Rate” means, for any Interest Period, a rate per annum equal to the sum of (a) the Applicable Margin plus (b) Adjusted Three-Month Term SOFR for such Interest Period; provided, that, (i) if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that a SOFR Unavailability Period has commenced and is continuing, then at all times during such SOFR Unavailability Period, the “Interest Rate” shall be a rate per annum equal to the sum of (A) the Applicable Margin plus (B) the Prime Rate and (ii) notwithstanding anything herein to the contrary, (A) the interest rate applicable to the Loans prior to the expiration of the Interest Period ending on March 31, 2023 shall be a rate per annum determined pursuant to the definition of “Interest Rate” of the Pre-SOFR Amendment Credit Agreement and (B) any and all provisions of the Pre-SOFR Amendment Credit Agreement applicable to London Interbank Offered Rate for deposits in Dollars (including any and all related definitions) are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby agree that such provisions shall continue to apply to such Loans prior to the end of the Interest Period ending on March 31, 2023.

“Interim Financial Statements” means the unaudited condensed interim consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2022, including statements of financial position and statements of net loss and comprehensive loss, changes in equity and cash flows.

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended.

“Internal Revenue Service” means the United States Internal Revenue Service.

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“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Documents” means the Loan Documents, the Management Rights Letter and the Conversion Instruments.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any of its Subsidiaries.

“IP Rights” means, collectively, all Confidential Information, all Copyrights, all Copyright Licenses, all Domain Names, all Permits, all Governmental Licenses, all Other Intellectual Property, all Other IP Agreements, all Patents, all Patent Licenses, all Proprietary Databases, all Proprietary Software, all Trademarks, all Trademark Licenses, all Trade Secrets, all Websites and all Website Agreements.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit C executed and delivered by a Subsidiary in accordance with the provisions of Section 7.12.

“▇▇▇▇▇ Promissory Note” means that certain Promissory Note between Check Five, LLC, as borrower, and ▇▇▇▇▇ Trust, as lender, dated as of March 14, 2022, in the principal amount of $2,090,263.58.

“▇▇▇▇▇ Settlement Agreement” means that certain Settlement Agreement and Release dated as of November 20, 2023, by and among ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as co-trustees of ▇▇▇▇▇ Trust, and Check Five, LLC

“▇▇▇▇▇ Settlement Amount” means, any amount owed by any Loan Party to ▇▇▇▇▇ Trust pursuant to the ▇▇▇▇▇ Settlement Agreement, in an aggregate amount not to exceed $2,228,168.81 at any one time outstanding.

“▇▇▇▇▇ Trust” means Marital Trust Created by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust U/A/D 10/20/80.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their successors and assigns.

“Lending Office” means, as to any Lender, the office address of such Lender and, as appropriate, account of such Lender set forth on Schedule 11.02 or such other address or account as such Lender may from time to time notify the Borrower and the Administrative Agent.

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“Licensed Provider” means a Person required to hold a Permit to practice their profession (including any physician, physician assistant, nurse practitioner, or nurse) and who is engaged in the delivery of professional health care services for, or on behalf of, any Supported Practice, whether such Licensed Provider is engaged as an employee, leased provider or independent contractor, of any Supported Practice.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), hypothec, charge or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Liquidity” means, as of any date, an amount equal to Unrestricted Cash as of such date that is held in accounts that are subject to a Qualifying Control Agreement.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term A Loan, a Term B Loan, a Term C Loan, a Term D Loan, a Term E Loan, a Term F Loan, a Term G Loan, a Term H Loan, a Term I Loan, a Term J Loan, a Term K Loan, a Term L Loan, a Term M Loan, a Term N Loan, a Term O Loan, a Term P Loan, a Term Q Loan, a Term R Loan, a Term S Loan, a Term T Loan, a Term U Loan, a Term V Loan, a Term W Loan, a Term X Loan, a Term Y Loan, a Term Z Loan, a Term AA Loan, a Term BB Loan or a Term CC Loan.

“Loan Documents” means this Agreement, each Note, each Joinder Agreement, each Collateral Document, the Twenty-Sixth Amended and Restated Fee Letter, the Agency Resignation Agreement, the Collateral Questionnaire, each Term C Facility Joinder Agreement, the Permitted Insider Note Subordination Agreement, any subordination agreement entered into in connection with Existing Insider Indebtedness and any other agreement, instrument or document designated by its terms as a “Loan Document”.

“Loan Notice” means a notice of a Borrowing of Loans pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Make-Whole Amount” means, on any date of determination, with respect to any Loans repaid or required to be repaid, an amount equal to the greater of: (a) fifteen percent (15.00%) of the principal amount of the Loans repaid or required to be repaid, and (b) the present value as of such date of determination (as determined by the Administrative Agent in accordance with customary practice), discounted at the Three-Month Treasury Rate plus one percent (1.00%), of the remaining interest payment amounts (assuming for such purposes that the aggregate principal amount of such Loans is repaid in full on the Maturity Date (and, for the avoidance of doubt, without regard to the effect of any payments pursuant to Section 2.05)) of the Loans repaid or required to be repaid (assuming for purposes of such calculation that, on each Interest Payment Date occurring after the date of such repayment or requirement to repay and through the Maturity Date, interest with respect to such Loans shall be deemed to be capitalized in accordance with Section 2.06(c) by adding all PIK Period Paid-in-Kind Interest with respect to such Loans to the outstanding principal amount of such Loans on each such Interest Payment Date).

“Management Fees” means, with respect to the Borrower and its Subsidiaries, all management fees, administrative fees, deal fees, advisory fees, services fees and other similar fees, and distributions thereof and all accounts relating thereto, in each case payable under or on account of a Management

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Services Agreement or otherwise, whether in the form of cash or other property, and all rights to collect such fees and other distributions, and any cash or other property paid or payable or otherwise due to such Person from time to time in consideration of services rendered or goods provided by such Person.

“Management Rights Letter” means that certain letter agreement dated as of the Effective Date, by and among the Borrower and certain of the Lenders.

“Management Services Agreement” means each management services agreement entered into prior to the Effective Date between or among any Loan Party and a Supported Practice and any substantially similar management or administrative services agreement entered into between or among any Loan Party and a Supported Practice after the Effective Date pursuant to which (a) a Loan Party agrees to provide management, administrative and/or business services to such Supported Practice, (b) a Loan Party agrees to supply certain equipment, inventory, and/or the use of certain physical operating locations owned and/or leased by such Loan Party to such Supported Practice or (c) a Loan Party licenses any IP Rights to such Supported Practice, in each case, for the purpose of managing or providing management, administrative and/or business services to a healthcare practice, and in each case as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Management Services Organization” means any Person that provides administrative services, management services, support services (including payroll and reimbursement services), leased personnel, and/or other similar services to any Supported Practice.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract”.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, properties or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document to which it is a party or a material impairment in the perfection, value or priority of the Administrative Agent’s security interests in the Collateral, (c) an impairment of the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party, or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contracts” has the meaning set forth in Section 6.22.

“Material IP Right” means any IP Right that (a) is material to the operations, business, property or condition (financial or otherwise) of the Borrower and its Subsidiaries (including the generation of future revenues) or (b) the loss of which could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

“Material MSA” means a Management Services Agreement that generates in excess of $750,000 in Consolidated Revenues in any fiscal year during the term of such Management Services Agreement.

“Maturity Date” means September 30, 2027; provided, that, if such date is not a Business Day, the Maturity Date shall be the first Business Day immediately preceding such date.

“Maximum Rate” has the meaning set forth in Section 11.09.

“Medicaid” means the medical assistance program established under Title XIX of the Social Security Act (42 U.S.C. §1396 et seq.), as the same may be amended, modified, or supplemented from

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time to time, all applicable Laws governing such program, including all applicable federal and/or specific state regulations and rules implementing or otherwise governing administration or participation in such program, and any successor laws in respect thereof.

“Medicaid Receivable” means any Receivable with respect to which the obligor is a state or, to the extent provided by applicable Law, the United States acting through a state’s Medicaid agency, that arises out of charges reimbursable to any Credit Party or any Subsidiary of a Credit Party, including, without limitation, any Supported Practice, under Medicaid.

“Medical Reimbursement Programs” means, collectively: (a) any governmental payor program, including any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), which includes, (as applicable) Medicare, Medicaid, CHAMPVA and TRICARE, and any other “state health care program” as defined in 42 U.S.C. §1320a-7(h) (as applicable); and (b) all health care payor programs sponsored by (as applicable) private insurance plans, managed care plans, health maintenance organizations, preferred provider organizations, and any other health care payment or reimbursement program(s), in which the Borrower, any of its Subsidiaries, or any Supported Practice participates.

“Medicare” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. § 1395 et seq.), as the same may be amended, modified or supplemented from time to time, all applicable Laws governing such program, including all applicable federal and/or specific state regulations and rules implementing or otherwise governing administration or participation in such program, and any successor laws in respect thereof.

“Medicare Receivable” means any Receivable with respect to which the obligor is the United States that arises out of charges reimbursable to any Supported Practice under Medicare.

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.

“Mortgages” means the mortgages, deeds of trust, debentures or deeds to secure debt that purport to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in the fee interest of any Loan Party in real property (other than Excluded Property).

“MSA Collateral Assignment” means a collateral assignment between a Loan Party, a Supported Practice and the Administrative Agent, substantially in the form of Exhibit H (or in such other form as is reasonably satisfactory to the Administrative Agent), pursuant to which the Material MSA between such Loan Party and Supported Practice is collaterally assigned to Administrative Agent, for the benefit of the Secured Parties.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Mutually Agreed Upon Acquisition” means the Acquisition (or series of related Acquisitions) designated by the Borrower as the “Mutually Agreed Upon Acquisition,” which designation must be approved by the Administrative Agent in its sole and absolute discretion; provided, that, if the Borrower would like to designate an Acquisition (or series of Acquisitions) as the “Mutually Agreed Upon Acquisition,” then the Borrower shall provide written notice to the Administrative Agent to that effect

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(including such other documents and certificates as the Administrative Agent shall reasonably require in connection therewith) and within ten (10) Business Days after receipt thereof, the Administrative Agent shall inform the Borrower by written notice whether it approves, in its sole and absolute discretion, such Acquisition (or series of Acquisitions) as the “Mutually Agreed Upon Acquisition.”

“Nasdaq” means The Nasdaq Stock Market LLC.

“Neuronetics” means Neuronetics, Inc., a Delaware corporation.

“Neuronetics Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of March 31, 2023, by and between Neuronetics,  the Loan Parties and the Administrative Agent.

“Neuronetics Note” means that certain Secured Promissory Note and Guaranty Agreement, dated as of March 31, 2023, between TMS Neurohealth Centers Inc., Neuronetics, and the Guarantors party thereto.

“Neuronetics Note Documents” means (a) the Neuronetics Note, (b) that certain U.S. Security Agreement,  dated as of March 31, 2023, between the Loan Parties party thereto and Neuronetics, (c) that certain U.S. Pledge Agreement, dated as of March 31, 2023, between the Loan Parties party thereto and Neuronetics, (d) that certain Canadian Security Agreement, dated as of March 31, 2023, between the Borrower and Neuronetics, and (e) that certain Canadian Pledge Agreement, dated as of March 31, 2023, between the Borrower and Neuronetics.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Debt Issuance, Involuntary Disposition or Extraordinary Receipts, net of (a) reasonable direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof, and (c) in the case of any Disposition or Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition, Debt Issuance, Involuntary Disposition or Extraordinary Receipt.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

“Note” or “Notes” means the Term A Notes, the Term B Notes, the Term C Notes, the Term D Notes, the Term E Notes, the Term F Notes, the Term G Notes, the Term H Notes, the Term I Notes, the Term J Notes, the Term K Notes, the Term L Notes, the Term M Notes, the Term N Notes, the Term O Notes, the Term P Notes, the Term Q Notes, the Term R Notes, the Term S Notes, the Term T Notes, the Term U Notes, the Term V Notes, the Term W Notes, the Term X Notes, the Term Y Notes, the Term Z Notes, the Term AA Notes, the Term BB Notes or the Term CC Notes, individually or collectively, as appropriate.

“Obligations” means (a) all advances to, and all debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising

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and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OIG” means the Office of the Inspector General of the United States Department of Health and Human Services and any successor thereof.

“Open Source License” means any license meeting the open source definition (as currently promulgated by the Open Source Initiative) or the free software definition (as currently promulgated by the Free Software Foundation), or any substantially similar license, including any copyleft license.

“Open Source Software” means any software subject to an Open Source License.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” has the meaning set forth in Section 3.01(a).

“Other Intellectual Property” means all worldwide intellectual property rights, industrial property rights, proprietary rights and common-law rights, whether registered or unregistered, which are not otherwise included in Confidential Information, Copyrights, Copyright Licenses, Domain Names, Governmental Licenses, Other IP Agreements, Patents, Patent Licenses, Trademarks, Trademark Licenses, Proprietary Databases, Proprietary Software, Websites, Website Agreements and Trade Secrets, including, without limitation, all rights to and under all new and useful algorithms, concepts, data (including all clinical data relating to a Product and all analytical data associated with a Service), databases, designs, discoveries, inventions, know-how, methods, processes, protocols, chemistries, compositions, show-how, software, specifications for Products, techniques, technology, trade dress and all improvements thereof and thereto, which is owned by the Borrower or any Subsidiary or which the Borrower or any Subsidiary is licensed, authorized or otherwise granted rights under or to.