Material Agreement Form 8 K

On July 18, 2024, Greenbrook TMS Inc. (the "Company") entered into the thirty-sixth amendment (the "Amendment") to the Company's credit agreement, dated as of July 14, 2022 (as previously amended and as amended by the Amendment, the "Credit Agreement"), by and among the Company, certain of its subsidiaries party thereto as guarantors, Madryn Fund Administration, LLC, as administrative agent ("Madryn") and the lenders party thereto. Pursuant to the Amendment, the Company borrowed US$1,025,381 in senior secured term loans (the "New Loans"), the proceeds of which are expected to be used by the Company for general corporate and working capital purposes. The Amendment also extends the period during which the Company's minimum liquidity covenant is reduced from US$3,000,000 to US$300,000 to August 9, 2024.

After giving effect to the Amendment and the borrowing of the New Loans, the aggregate principal amount outstanding under the Credit Agreement is approximately US$110 million (collectively, the "Loans"). The aggregate amount outstanding under the Credit Agreement, which includes accrued interest, interest paid in kind, and all amendment fees is approximately US$124 million. The Loans accrue interest at a rate per annum equal to 9.0% plus the 3-month term Secured Overnight Financing Rate (subject to a floor of 1.5%) plus 0.10%. The Loans mature over 63 months and provide for four years of interest-only payments. The outstanding principal balance is due in five equal quarterly installments beginning on September 30, 2026. The Company has granted a lien on, and security interest in, all assets of the Company as security for the performance and prompt payment of the obligations of the Loan Parties (as defined in the Credit Agreement) under the Credit Agreement. For additional information regarding the Credit Agreement, please see the Company's annual report on Form 10-K for the year ended December 31, 2023, and filed with the Securities and Exchange Commission (the "SEC") on April 26, 2024 (the "Annual Report") as well as the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2024, and filed with the SEC on May 15, 2024 (the "Quarterly Report").

Additionally, affiliates of Madryn are collectively the Company's largest shareholder. As reported in Madryn Asset Management, LP's amended Schedule 13D filed with the SEC on June 27, 2024, affiliates of Madryn beneficially own 64.2% of the common shares of the Company (the "Common Shares") upon full conversion of the convertible instruments held under both the terms of the Credit Agreement and the note purchase agreement entered into by, among others, the Company and affiliates of Madryn on August 15, 2023.

The foregoing is not a complete discussion of the Credit Agreement and is qualified in its entirety by reference to the full text of the Credit Agreement. A copy of the thirty-first amended credit agreement, dated as of May 2, 2024 (the "Thirty-First Amended Credit Agreement") was filed as Exhibit 10.1 to the Quarterly Report. Defined terms used herein that are not defined are as defined in the Thirty-First Amended Credit Agreement. All such defined terms retain the same definition as in the current Credit Agreement, the most recent version of which will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2024. Pursuant to Item 601(b)(10)(iv) of Regulation S-K, the Company intends to redact from the filed copy of the Credit Agreement certain information that is both (i) not material and (ii) is the type of information that the Company treats as private or confidential.

Certain statements contained in this Current Report on Form 8-K, including statements relating to the New Loans and the expected use of proceeds therefrom, may constitute "forward-looking information" within the meaning of applicable securities laws in Canada and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking information"). Forward-looking information may relate to the Company's future financial and liquidity outlook and anticipated events or results and may include information regarding the Company's business, financial position, results of operations, business strategy, growth plans and strategies, technological development and implementation, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the New Loans and the expected use of proceeds therefrom, may be forward looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "should", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.