Greenbrook TMS (GBNHF) 8-KRegulation FD Disclosure

This summary highlights the key aspects of the matters to be considered at the Greenbrook Meeting and the Neuronetics Meeting, but it does not contain all of the information that is important to you. You should carefully read this entire document and the other documents Neuronetics and Greenbrook refer you to for a more complete understanding of the matters being considered at the meetings. This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Joint Proxy Statement/Circular, including the Appendices (which are incorporated into and form part of this Joint Proxy Statement/Circular).

Greenbrook TMS Inc. is a leading provider of transcranial magnetic stimulation (“TMS”) therapy in the United States for the treatment of Major Depressive Disorder (“MDD”) and other mental health disorders. Greenbrook has provided more than 1.61 million treatments to over 49,000 patients struggling with depression. Greenbrook has identified certain key opportunities, including, among others, the safety and efficacy of TMS as a treatment option for patients suffering from MDD and obsessive-compulsive disorder, the growing acceptance, but under-adoption, of TMS, and the poor alignment of TMS treatment with traditional practices of psychiatry which created an opportunity for a new, differentiate service channel, as drivers for Greenbrook’s business. After opening the first Treatment Center (as defined below) in 2011 in Tysons Corner in Northern Virginia, Greenbrook has grown to control and operate a network of outpatient mental health service centers that specialize in treatment across the United States. Greenbrook offers Treatment Centers in convenient locations to provide easy access to patients and clinicians. Greenbrook owns and operates approximately 118 Treatment Centers in the Commonwealths of Massachusetts, Pennsylvania and Virginia and the States of Alaska, California, Connecticut, Florida, Illinois, Maryland, Michigan, Missouri, Nevada, North Carolina, Ohio, Oregon, South Carolina and Texas.

Beginning in 2021, Greenbrook commenced its roll-out of Spravato® (esketamine nasal spray) therapy to treat treatment-resistant depression in adults and depressive symptoms in adults with MDD with acute suicidal ideation or behavior. In late 2023, Greenbrook commenced the facilitation of medication management at select Treatment Centers across Greenbrook’s footprint. Greenbrook has also entered into a research collaboration agreement with Compass Pathways plc to explore delivery models for investigational COMP360 psilocybin treatment.

Greenbrook TMS Inc. was incorporated on February 9, 2018, in Ontario, Canada. On February 26, 2024, the Greenbrook Shares were suspended from trading on Nasdaq. Since February 26, 2024, the Greenbrook Shares have been quoted on the OTCQB Market under the symbol “GBNHF”. On April 1, 2024, Greenbrook filed a Form 25 with the SEC to complete the delisting of the Greenbrook Shares from Nasdaq, with such delisting becoming effective on April 11, 2024. Greenbrook’s deregistration under Section 12(b) of the U.S. Exchange Act became effective 90 days after the filing of the Form 25.

As a global leader in neuroscience, Neuronetics is redefining patient and physician expectations with its NeuroStar Advanced Therapy for Mental Health. NeuroStar is a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth conditions when traditional medication has not helped. NeuroStar is indicated for the treatment of depressive episodes and for decreasing anxiety symptoms for those who may exhibit comorbid anxiety symptoms in adult patients suffering from MDD and who failed to achieve satisfactory improvement from previous antidepressant medication treatment in the current episode. It is also cleared by the U.S. Food and Drug Administration (“FDA”) as an adjunct for adults with obsessive-compulsive disorder and for adolescent patients aged 15-21 with MDD. Neuronetics is committed to transforming lives by offering an exceptional treatment that produces extraordinary results. For safety and prescribing information, visit www.neurostar.com. NeuroStar Advanced Therapy System is safe, clinically effective, reproducible and precise and Neuronetics believes is supported by the largest clinical data set of any competing TMS system.

Neuronetics was originally formed as NeuroNetics, LLC, a limited liability company formed under the jurisdiction of the State of Delaware on July 3, 2001. NeuroNetics, LLC filed a Certificate of Conversion and the

The Arrangement Agreement is the result of extensive arm’s length negotiations between Greenbrook, its legal and financial advisors and the Greenbrook Special Committee (as defined below), on the one hand, and Neuronetics and its legal and financial advisors, on the other hand. See “Description of the Arrangement— Background to the Arrangement” for a summary of the main events that led to the execution of the Arrangement Agreement, including certain meetings, negotiations, discussions and actions of the parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

With the assistance of its financial and legal advisors, the Greenbrook Special Committee carefully considered a number of substantive and procedural factors relating to the Arrangement, including, among other things, the following:

In making its recommendation with respect to the Arrangement, the Greenbrook Special Committee also considered a number of potential risks and potential negative factors, which the Greenbrook Special Committee concluded were outweighed by the positive substantive and procedural factors described above, including, among others, the following:

See “Description of the Arrangement — Reasons Considered by the Greenbrook Special Committee and the Greenbrook Board”.

In reaching its decision to unanimously approve the Arrangement Agreement and the transactions contemplated thereby, including the issuance of Neuronetics Shares to Greenbrook Shareholders in connection with the Arrangement, the Neuronetics Board considered the following factors, all of which they viewed as supporting its decisions to approve the Arrangement Agreement and the transactions contemplated thereby:

The Neuronetics Board weighed the advantages and opportunities listed above against a number of other factors identified in its deliberations as weighing negatively against the Arrangement, including:

After considering these factors and through discussions with Neuronetics’ management and outside legal and financial advisors, the Neuronetics Board concluded that the potential benefits of entering into the Arrangement Agreement outweighed the uncertainties and risks. In view of the factors considered in connection with its evaluation of the Arrangement and the complexity of these matters, the Neuronetics Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Arrangement and the Arrangement Agreement and to make its recommendation to Neuronetics Stockholders. In addition, individual members of the Neuronetics Board may have given differing weights to different factors and applied his or her own personal business judgment to the process. The Neuronetics Board unanimously determined that the Arrangement, the negotiation of and entry into the Arrangement Agreement and the other transactions and matters contemplated in the Arrangement Agreement or in connection therewith, including the issuance of Neuronetics Shares to Greenbrook Shareholders in connection with the Arrangement, were in the best interests of, and were advisable to, Neuronetics and the Neuronetics Stockholders and approved the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement.

See “Description of the Arrangement — Reasons Considered by Neuronetics Board; Recommendation of the Share Issuance Proposal by the Neuronetics Board”.

After consultation with its financial and legal advisors and the recommendation of the Greenbrook Special Committee, the Greenbrook Board has unanimously determined that the Arrangement is in the best interests of Greenbrook and Greenbrook Shareholders and that the consideration to be received by the Greenbrook Shareholders pursuant to the Arrangement is fair to such holders. In addition, A.G.P. (as defined below), Greenbrook’s independent financial advisor, has rendered an opinion that as of the date of the A.G.P. Fairness Opinion, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Greenbrook Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Greenbrook Shareholders. See “Description of the Arrangement—Fairness Opinion of A.G.P./Alliance Global Partners”.

On August 11, 2024, after careful consideration and consultation with its financial and legal advisors, the Neuronetics Board unanimously determined that the Arrangement, the negotiation of and entry into the Arrangement Agreement and the other transactions and matters contemplated in the Arrangement Agreement or in connection therewith are in the best interests of, and are advisable to, Neuronetics and the Neuronetics Stockholders.

Accordingly, the Neuronetics Board unanimously recommends that Neuronetics Stockholders vote FOR each of the Neuronetics Proposals.

See “Description of the Arrangement — Recommendation of the Greenbrook Board” and “Description of the Arrangement — Recommendation of the Neuronetics Board”.

Greenbrook retained A.G.P./Alliance Global Partners (“A.G.P.”) to render a fairness opinion (the “A.G.P. Fairness Opinion”) to the Greenbrook Board as to the fairness, from a financial point of view, to Greenbrook Shareholders of the Consideration Shares. On August 11, 2024, A.G.P. delivered an oral opinion, subsequently confirmed in writing, to the Greenbrook Special Committee and the Greenbrook Board to the effect that as at the date thereof, based upon and subject to the assumptions, limitations and qualifications set forth in the A.G.P. Fairness Opinion, that, as of August 11, 2024, the consideration to be received by Greenbrook Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Greenbrook Shareholders. The A.G.P. Fairness Opinion is not a recommendation as to how any Greenbrook Shareholder should vote or act on any matter relating to the Arrangement. The A.G.P. Fairness Opinion is being included in this Joint Proxy Statement/Circular by Greenbrook as part of the disclosure to Greenbrook Shareholders as it was one of the factors considered by the Greenbrook Board and the Greenbrook Special Committee in their evaluation of the Arrangement and is not being included by Neuronetics for the benefit of Neuronetics Stockholders. See “Description of the Arrangement—Fairness Opinion of A.G.P./Alliance Global Partners”.

Neuronetics engaged Canaccord Genuity to provide financial advisory services and to assist the Neuronetics Board in the consideration and evaluation of a potential strategic transaction with Greenbrook. At a meeting of the Neuronetics Board held on August 11, 2024 to evaluate the Arrangement Agreement, Canaccord Genuity delivered to the Neuronetics Board an oral opinion, which opinion was confirmed by delivery of a written opinion dated August 11, 2024 (the “Canaccord Genuity Fairness Opinion”), to the effect that, as of that date and based upon and subject to certain assumptions, factors and qualifications set forth in the written opinion, the Consideration was fair, from a financial point of view, to Neuronetics. For purposes of the Canaccord Genuity Fairness Opinion, the term “Consideration” refers to a fraction of a Neuronetics Share equal to the Exchange Ratio (as defined below in “Description of the Arrangement—Opinion of Canaccord Genuity”). Canaccord Genuity did not express any view on, and the Canaccord Genuity Fairness Opinion did not address, any other term or aspect of any other agreements or arrangements contemplated by the Arrangement Agreement or the Plan of Arrangement or entered into or amended in connection with the transactions contemplated thereby.

The full text of the Canaccord Genuity Fairness Opinion is attached to this Joint Proxy Statement/Circular as Appendix “F-2” and is incorporated into this Joint Proxy Statement/Circular by reference. The description of the Canaccord Genuity Fairness Opinion set forth in this Joint Proxy Statement/Circular is qualified in its entirety by reference to the full text of such opinion. Neuronetics Stockholders are encouraged to read the Canaccord Genuity Fairness Opinion carefully and in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Canaccord Genuity in connection with the Canaccord Genuity Fairness Opinion. The Canaccord Genuity Fairness Opinion was addressed to the Neuronetics Board, was only one of many factors considered by the Neuronetics Board in its evaluation of the Arrangement and only addresses the fairness, from a financial point of view and as of the date of the Canaccord Genuity Fairness Opinion, of the Consideration to Neuronetics. The Canaccord Genuity Fairness Opinion does not address the relative merits of the Arrangement as compared to other business strategies or transactions that might be available to Neuronetics, nor does it address the underlying business decision of Neuronetics to proceed with the transactions contemplated by the Arrangement Agreement. The

In considering the recommendation of the Greenbrook Special Committee and the Greenbrook Board with respect to the Arrangement, Greenbrook Shareholders should be aware that certain directors and executive officers of Greenbrook may have interests in connection with the Arrangement or may receive benefits in connection therewith that differ from, or are in addition to, the interests of Greenbrook Shareholders generally, including that certain executive officers of Greenbrook will become members of the management of Neuronetics after completion of the Arrangement, which may present them with actual or potential conflicts of interest in connection with the Arrangement. The Greenbrook Special Committee and the Greenbrook Board are aware of these interests and considered them along with other matters described herein.

Other than the interests and benefits described below and elsewhere in this Joint Proxy Statement/Circular, none of the directors or executive officers of Greenbrook or, to the knowledge of the directors and executive officers of Greenbrook, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement.

See “Description of the Arrangement—Interests of Greenbrook’s Directors and Management in the Arrangement”.

An arrangement under the OBCA requires Court approval. Subject to the terms of the Arrangement Agreement, and upon obtaining approval of the Greenbrook Arrangement Resolution by the Greenbrook Shareholders at the Greenbrook Meeting in the manner required by the Interim Order and the approval of the Neuronetics Proposals at the Neuronetics Meeting, Greenbrook will apply to the Court for the Final Order. The hearing in respect of the Final Order is scheduled to take place virtually before the Court on November 15, 2024 at 10:00 a.m. (Eastern time), or as soon after such time as counsel may be heard. At the Final Order hearing, any Greenbrook Shareholders, as well as holders of Greenbrook Options, Greenbrook RSUs, Greenbrook DSUs or Greenbrook PSUs (collectively, the “Greenbrook Securityholders”) entitled to receive Consideration Shares pursuant to the Arrangement wishing to appear in person or to be represented by counsel at the hearing of the motion for the Final Order may do so but must comply with certain procedural requirements described in the Interim Order. A copy of the Notice of Application for the Final Order is attached as Appendix “E” to this Joint Proxy Statement/Circular.

The Court has broad discretion under the OBCA when making orders with respect to the Arrangement and the Court, in hearing the application for the Final Order, will consider, among other things, the fairness of the Arrangement to Greenbrook Securityholders. The Court may approve the Arrangement, in any manner the Court may direct, and determine appropriate.

A letter of transmittal has been mailed, together with this Joint Proxy Statement/Circular, to each person who was a Registered Greenbrook Shareholder on the Greenbrook Record Date. Each Registered Greenbrook Shareholder must forward a properly completed and signed letter of transmittal, with accompanying Greenbrook share certificate(s) and all other required documents, as applicable as set out in the letter of transmittal, in order to receive the Consideration to which such Greenbrook Shareholder is entitled under the Arrangement. It is recommended that Greenbrook Shareholders complete, sign and return the letter of transmittal with accompanying Greenbrook share certificate(s) to the Depositary as soon as possible.

Any letter of transmittal, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by a Greenbrook Shareholder except that all letters of transmittal will be automatically revoked if the Depositary is notified in writing by Greenbrook and Neuronetics that the Arrangement Agreement has been terminated or that the Arrangement is not completed. If a letter of transmittal is automatically revoked, the share certificate(s) for the Greenbrook Shares received with the letter of transmittal will be promptly returned to the Greenbrook Shareholder submitting the same at the address specified in the letter of transmittal.

The issuance of Neuronetics Shares pursuant to the Arrangement will constitute distributions of securities which are exempt from the prospectus requirements of Canadian securities laws and, subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute “control distributions” may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or create demand. Recipients of Neuronetics Shares are urged to obtain legal advice to ensure that their resale of such securities complies with laws applicable to them, including Canadian securities laws. See “Description of the Arrangement—Regulatory Matters—Canadian Securities Law Matters—Qualification—Resale of Neuronetics Shares”.

The Neuronetics Shares to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and will be issued in reliance on the exemption afforded by Section 3(a)(10) of the U.S. Securities Act and corresponding exemptions from the registration or qualification requirements of state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts from registration the offer and sale of a security which is issued in specified exchange transactions where, among other things, the fairness of the terms and conditions of such exchange are approved after a hearing on the fairness of such terms and conditions, at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or governmental authority expressly authorized by law to grant such approval and to hold such a hearing. Accordingly, the Final Order, if granted by the Court, constitutes a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the Neuronetics Shares issued in connection with the Arrangement.

See “Description of the Arrangement—Regulatory Matters—U.S. Securities Law Matters—Exemption Relied Upon from the Registration Requirements of the U.S. Securities Act”.

The Neuronetics Shares to be issued pursuant to the Arrangement will not be subject to resale restrictions under the U.S. Securities Act, except that the U.S. Securities Act imposes restrictions on the resale of Neuronetics Shares received pursuant to the Arrangement by persons who are at the time of a resale, or who were within three months before the resale, “affiliates” of Neuronetics. An “affiliate” of an issuer is a person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Typically, persons who are executive officers, directors or 10% or greater shareholders of an issuer may be considered to be its “affiliates”.

See “Description of the Arrangement—Regulatory Matters—U.S. Securities Law Matters—Resale of Neuronetics Shares Within the United States”.

Upon completion of the transactions contemplated by the Arrangement Agreement, it is estimated that the issuance of the Consideration Shares in exchange for Greenbrook Shares will result in Greenbrook Shareholders and Neuronetics Stockholders owning approximately 43% and 57%, respectively, on a fully diluted basis, of the outstanding economic

The Neuronetics Shares currently trade on Nasdaq under the symbol “STIM”. The Greenbrook Shares are currently quoted on the OTCQB Market under the symbol “GBNHF”. If the Arrangement is completed, Neuronetics intends to have the Greenbrook Shares delisted from the OTCQB Market and deregistered under the U.S. Exchange Act.

Greenbrook is currently a reporting issuer in each of the provinces and territories of Canada. If the Arrangement is completed, Neuronetics intends to cause Greenbrook to submit an application to cease to be a reporting issuer under the securities legislation of each of the provinces and territories of Canada.

Neuronetics is currently not a reporting issuer in any province or territory of Canada. If the Arrangement is completed, Neuronetics will, as a result of the Arrangement, become a reporting issuer in each of the provinces and territories of Canada upon the completion of the Arrangement. Neuronetics may be exempted from certain Canadian statutory financial and certain other continuous and timely reporting requirements.

See “Description of the Arrangement—Regulatory Matters—U.S. Securities Law Matters” and “Description of the Arrangement—Regulatory Matters—Canadian Securities Law Matters”.

At the Effective Time, (i) each Greenbrook DSU that is outstanding immediately prior to the Effective Time (whether vested or unvested), will be deemed to be unconditionally fully vested, and thereafter such Greenbrook DSU will, without any further action by or on behalf of the holder of such Greenbrook DSU, be deemed to be assigned and transferred by such holder to Greenbrook and will immediately be cancelled in exchange for: (a) if the Effective Date Market Price is less than or equal to the Minimum Price, a cash payment equal to the Effective Date Market Price; and (ii) if the Effective Date Market Price is greater than the Minimum Price, at the election of Neuronetics, either (A) a cash payment equal to the Effective Date Market Price, or (B) such number of Neuronetics Shares equal to the Effective Date Market Price divided by the closing price of a Neuronetics Share on Nasdaq on the trading day immediately preceding the Effective Time, less any applicable withholdings pursuant to the Plan of Arrangement; (iii) each Greenbrook PSU and each Greenbrook RSU that is outstanding immediately prior to the Effective Time (whether vested or unvested), will immediately be cancelled for no consideration and the holder thereof shall no longer have any rights thereto; and (iv) each Greenbrook Option issued under the Greenbrook Omnibus Plan (whether vested or unvested) outstanding immediately prior to the Effective Time, will be deemed to be surrendered for cancellation and transferred to Greenbrook in consideration for the issuance by Greenbrook of that number of Net Option Surrender Shares, if any, equal to, rounded down to the nearest whole share: (a) the number of Greenbrook Shares subject to such Greenbrook Option immediately prior to the Effective Time minus (b) the number of Greenbrook Shares that, when multiplied by the closing price of a Greenbrook Share on the OTCQB Market on the trading day immediately preceding the Effective Time, is equal to the aggregate exercise price of such Greenbrook Option (and in the event that such number of Greenbrook Shares is negative, it shall be deemed to be zero), and the holder of the Greenbrook Option will be deemed to be the holder of such number of Net Option Surrender Shares, but the holder of such Greenbrook Option will not be entitled to a certificate or other document representing the Net Option Surrender Shares so issued.

On August 11, 2024, Greenbrook entered into the Arrangement Agreement with Neuronetics, pursuant to which, subject to the terms and conditions set forth in the Arrangement Agreement, Neuronetics will acquire 100% of

The terms of the Arrangement Agreement were the result of arm’s length negotiation between Greenbrook and Neuronetics and their respective advisors. For more information, see “The Arrangement Agreement and Related Agreements”.

The Arrangement Agreement may be terminated prior to the Effective Time by either party under certain conditions, including (i) by mutual agreement; (ii) if the Effective Time has not occurred on or before the Outside Date (as defined in the Arrangement Agreement); (iii) any applicable law or order that remains in effect and that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Greenbrook or Neuronetics from consummating the Arrangement and such law, order or enjoinment has become final and non-appealable; (iv) the Greenbrook Shareholder Approval or the Neuronetics Stockholder Approval has not been obtained; (v) if a change in recommendation by either party occurs; (vi) a party breaches its non-solicitation covenants in any material respect; (vii) a Material Adverse Effect (as defined below) occurs and is continuing; (viii) breach of any representation or warranty or failure to perform any covenant or agreement and would cause the applicable conditions precedent not to be satisfied and such conditions are incapable of being satisfied by the Outside Date; or (ix) the non-terminating party’s board of directors has authorized a written agreement with respect to a superior proposal. Under certain conditions, either party may be entitled to a termination fee equal to $1,900,000. For more information about termination under the Arrangement Agreement, see “The Arrangement Agreement and Related Agreements—Termination”.

The Arrangement will be implemented by way of a court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective:

If all other conditions precedent to the Arrangement set out in the Arrangement Agreement, including the approval of the Neuronetics Charter Amendment Proposal and the Neuronetics Share Issuance Proposal, have been satisfied or waived by the appropriate party, the Arrangement will become effective at the Effective Time. See “Description of the Arrangement — Procedure for the Plan of Arrangement to Become Effective”. For a description of the other conditions precedent to the completion of the Arrangement, see “The Arrangement Agreement and Related Agreements—Conditions to Completion of the Arrangement”.

If the Greenbrook Arrangement Resolution is approved by Greenbrook Shareholders, each of the Neuronetics Charter Amendment Proposal and the Neuronetics Share Issuance Proposal is approved by Neuronetics

Pursuant to the Arrangement, each Greenbrook Shareholder (other than Greenbrook Dissenting Shareholders (as defined below)) will receive, for each Greenbrook Share a certain number of Consideration Shares that is expected to result in Neuronetics Stockholders and Greenbrook Shareholders owning approximately 57% and 43% of the Combined Company, respectively, on a fully diluted basis. Pursuant to the TL Conversion Agreement, the Madryn Parties have agreed to convert all of the outstanding amounts under the Greenbrook Credit Agreement and all of the Convertible Notes into Greenbrook Shares prior to the Effective Date. As a result, it is currently expected that (i) Madryn and its affiliates will own approximately 95.3% of the Greenbrook Shares immediately prior to closing of the Arrangement and will receive approximately 95.3% of the Consideration Shares being issued to Greenbrook Shareholders at closing of the Arrangement, subject to adjustment for any Interim Period Funding and other customary adjustments; and (ii) Madryn and its affiliates will own approximately 41.0% of the Neuronetics Shares following the closing of the Arrangement.

See “Description of the Arrangement—Recommendation of the Greenbrook Board” and “The Arrangement Agreement and Related Agreements—Consideration and Consideration Shares”.

The Greenbrook Board has determined that the Arrangement is in the best interest of Greenbrook. The Greenbrook Board unanimously recommends that Greenbrook Shareholders vote FOR the Greenbrook Arrangement Resolution.

On August 11, 2024, Greenbrook entered into the TL Conversion Agreement pursuant to which the Lenders agreed to convert an amount of indebtedness owing to the Lenders equal to $119,236,205.60 into Greenbrook Shares. Additionally, pursuant to the TL Conversion Agreement, the Lenders agreed to convert any additional amounts borrowed by Greenbrook under the Greenbrook Credit Agreement from and after July 8, 2024 until the Effective Date. The effect of such conversions into Greenbrook Shares to be held by Madryn and its affiliates is that Madryn and its affiliates are expected to be entitled to receive Consideration Shares on closing of the Arrangement in excess of 95.3% of the total number of Consideration Shares issuable in connection with the Arrangement.

On August 15, 2023, Greenbrook entered into a Note Purchase Agreement with certain purchasers thereunder (such purchasers, the “Note Purchasers”, and such Note Purchase Agreement, the “Convertible Note Agreement”), pursuant to which the Convertible Notes were issued to the Note Purchasers. Under the Convertible Note Agreement, Madryn has the option, at any time, to require all of the Note Purchasers to convert the entire amount of indebtedness outstanding under the Convertible Notes into Greenbrook Shares by delivering written notice to Greenbrook. Greenbrook will use its reasonable best efforts to take actions within its control to facilitate (i) the conversion of the entire remaining outstanding principal amount of all of the Convertible Notes (other than the Convertible Notes held by Madryn) by each of the holders thereof (other than Madryn) into Greenbrook Shares in accordance with the Convertible Note Agreement so as to cause such converted Greenbrook Shares held by such holders to, at the Effective Time, participate in the Arrangement for the Consideration; and (ii) the conversion of the entire remaining outstanding principal amount of all of the Convertible Notes held by Madryn into Greenbrook Shares in accordance with the Convertible Note Agreement so as to cause such converted Greenbrook Shares held by Madryn to, at the Effective Time, participate in the Arrangement for the Consideration. Pursuant to the TL Conversion Agreement, the Madryn Parties agreed to deliver conversion notices in respect of the Convertible Notes prior to the issuance of the Debt Conversion Shares (as defined below). The issuance of the Convertible Note Shares will be in lieu of any cash payment owing to any Note Purchaser under the Convertible Note Agreement and will be in full and complete satisfaction of the amounts owing pursuant to the Convertible Notes.

See “The Arrangement Agreement and Related Agreements—Covenants—Greenbrook Debt Conversion”, “The Arrangement Agreement and Related Agreements—Term Loan Exchange Agreement” and “The Arrangement Agreement and Related Agreements—Convertible Note Agreement”.

The Plan is intended to enable those persons to acquire or increase an ownership interest in Neuronetics in order to strengthen the mutuality of interests between them and the Neuronetics Stockholders, and to provide those such persons with performance incentives to expend their maximum efforts in the creation of stockholder value. For more information on the Plan, see “Description of Equity Incentive Plan”.

Greenbrook and Neuronetics have agreed that, after completion of the transactions contemplated by the Arrangement Agreement, the board of directors of the Combined Company (the “Combined Company Board”) will consist of seven members, two (2) of which shall be appointed by Madryn and five (5) of which shall be appointed by Neuronetics. See “Governance and Management of the Combined Company—Board of Directors of the Combined Company”.

Robert A. Cascella is expected to be the chairman of the Combined Company Board. Neuronetics intends to combine the management teams of Neuronetics and Greenbrook, with Keith J. Sullivan serving as President and Chief Executive Officer, immediately after the consummation of the Arrangement.

Following the completion of the transactions contemplated by the Arrangement Agreement, Neuronetics will have principal offices in the United States.

Neuronetics is a Delaware corporation. Greenbrook is a company incorporated under the OBCA. Upon completion of the Arrangement, Greenbrook Shareholders will become Neuronetics Stockholders and their rights as stockholders will be governed by the Ninth Amended and Restated Certificate of Incorporation of Neuronetics filed on July 6, 2018 (as amended from time to time, the “Current Neuronetics Charter”) and the Fourth Amended and Restated Bylaws of Neuronetics dated as of December 27, 2022 (as amended from time to time, the “Current Neuronetics Bylaws”, and together with the Current Neuronetics Charter, the “Neuronetics Organizational Documents”) and the Delaware Law. Certain of the rights associated with Neuronetics Shares under the Delaware Law are different from the rights associated with Greenbrook Shares under the OBCA. For a discussion of the different rights associated with Neuronetics Shares, see “Comparison of Rights of Greenbrook Shareholders and Neuronetics Stockholders” in Appendix “G” to this Joint Proxy Statement/Circular.

The purpose of the Greenbrook Meeting is for Greenbrook Shareholders to consider and vote on the Greenbrook Arrangement Resolution.

See “General Information Concerning the Greenbrook Meeting and Voting—Greenbrook Arrangement Resolution” for additional information.

The purpose of the Neuronetics Meeting is for Neuronetics Stockholders to consider and vote on the Neuronetics Charter Amendment Proposal, the Neuronetics Share Issuance Proposal, the Neuronetics Incentive Plan Proposal and the Neuronetics Adjournment Proposal.

See “General Information Concerning the Neuronetics Meeting and Voting—Neuronetics Proposal 1: Neuronetics Charter Amendment Proposal”, “General Information Concerning the Neuronetics Meeting and Voting—Neuronetics Proposal 2: Neuronetics Share Issuance Proposal”, “General Information Concerning the Neuronetics Meeting and Voting—Neuronetics Proposal 3: Neuronetics Incentive Plan Proposal” and “General Information Concerning the Neuronetics Meeting and Voting—Neuronetics Proposal 4: Neuronetics Adjournment Proposal” for additional information.

The vote required to approve the Greenbrook Arrangement Resolution listed herein assumes the presence of a quorum at the Greenbrook Meeting.

Abstentions and broker non-votes will not be treated as votes cast, and therefore will have no effect on the outcome of the vote.

Except for the Neuronetics Adjournment Proposal, the vote required to approve all of the Neuronetics Proposals listed herein assumes the presence of a quorum at the Neuronetics Meeting.

Only registered Neuronetics Stockholders are entitled to vote at the Neuronetics Meeting. Each registered Neuronetics Stockholder has one vote for each Neuronetics Share held at the close of business on the Neuronetics Record Date. As of the Neuronetics Record Date, there were [•] Neuronetics Shares outstanding.

Abstentions will count for the purpose of determining the presence of a quorum for the transaction of business at the Neuronetics Meeting.

An abstention, a broker non-vote or other failure to vote will have no effect on the outcome of the Neuronetics Charter Amendment Proposal, the Neuronetics Share Issuance Proposal, and the Neuronetics Incentive Plan Proposal, so long as a quorum is present.

An abstention will have the same effect as a vote against the Neuronetics Adjournment Proposal, while a broker non-vote or other failure to vote will have no effect on the outcome of the Neuronetics Adjournment Proposal.

The Interim Order expressly provides Registered Greenbrook Shareholders with the right to dissent from the Greenbrook Arrangement Resolution. Any Registered Greenbrook Shareholder who dissents from the Greenbrook Arrangement Resolution in accordance with section 185 of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement (a “Greenbrook Dissenting Shareholder”), will be entitled to be paid the fair value of the Greenbrook Shares held by such Greenbrook Dissenting Shareholder determined as of the close of business on the day before the Greenbrook Arrangement Resolution is adopted.

Failure to strictly comply with the requirements set forth in section 185 of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, may result in the loss of any right of dissent.

If you wish to exercise Dissent Rights, you should review the requirements summarized in this Joint Proxy Statement/Circular carefully and consult with your legal advisor. See “Description of the Arrangement—Dissent Rights of Greenbrook Shareholders”, “General Information Concerning the Greenbrook Meeting and Voting—Greenbrook Dissenting Shareholders’ Rights”, and Appendix “H” of this Joint Proxy Statement/Circular.

The acquisition of Greenbrook by Neuronetics is expected to be accounted for as a business combination in accordance with Accounting Standards Codification Topic 805-10, Acquisition of a Business, because the acquired set of assets and activities include a substantive process. Accordingly, the cost of the net assets is expected to be allocated to the acquired assets and assumed liabilities based upon their relative fair values at the Effective Time. The excess fair value of net assets acquired over the fair value of the stock consideration provided by Neuronetics is expected to be recognized as goodwill in Neuronetics’ balance sheets.

Greenbrook Shareholders should carefully read the information in this Joint Proxy Statement/Circular under “Certain Canadian Federal Income Tax Considerations”, which qualifies the information set out below, and should consult their own tax advisors as to the particular consequences that may apply to them as a result of the Arrangement.

Greenbrook Shareholders who are residents of Canada for purposes of the Tax Act should be aware that the exchange of Greenbrook Shares for Neuronetics Shares under the Arrangement will generally be a taxable transaction for Canadian federal income tax purposes.

Greenbrook Shareholders who are not residents of Canada for purposes of the Tax Act and that do not hold their Greenbrook Shares as “taxable Canadian property” (as defined in the Tax Act) will generally not be subject to tax under the Tax Act on the disposition of their Greenbrook Shares under the Arrangement.

Greenbrook Shareholders should carefully read the information in this Joint Proxy Statement/Circular under “Certain U.S. Federal Income Tax Considerations”, which qualifies the information set out below, and should consult their own tax advisors as to the particular consequences that may apply to them as a result of the Arrangement.

Greenbrook Shareholders who are U.S. Holders (as defined below under “Certain U.S. Federal Income Tax Considerations”) should generally recognize gain or loss as a result of the Arrangement for U.S. federal income tax purposes in an amount equal to the difference, if any, between the fair market value as of the Effective Date of the Neuronetics Shares received by such holders in the Arrangement and the adjusted tax basis of the Greenbrook Shares surrendered in the Arrangement.

Greenbrook Shareholders who are Non-U.S. Holders (as defined under “Certain U.S. Federal Income Tax Considerations”) generally should not be subject to U.S. federal income tax on any gain.

Simultaneously with the execution of the Arrangement Agreement, the Greenbrook Locked-Up Parties (solely in their respective capacities as Greenbrook Shareholders), which collectively beneficially owned or controlled approximately 48.7% of the voting power of the Greenbrook Shares outstanding as of August 11, 2024 (on a non-diluted basis and after taking into account the previously announced cancellation of 11,634,660 outstanding Greenbrook Shares that was completed on August 16, 2024), entered into the Greenbrook Voting and Support Agreements pursuant to which the Greenbrook Locked-Up Parties agreed, among other things, to vote their Greenbrook Shares for the Greenbrook Arrangement Resolution and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement. In the event that the Madryn Parties convert all or a portion of the outstanding amounts under the Greenbrook Credit Agreement or the Convertible Notes held by the Madryn Parties prior to the Greenbrook Meeting, the Madryn Parties will be required to vote any Greenbrook Shares received on such conversion for the Greenbrook Arrangement Resolution at the Greenbrook Meeting. See “The Arrangement Agreement and Related Agreements—Convertible Note Agreement”. Pursuant to the Madryn Voting and Support Agreements (as defined below), the Madryn Parties are permitted to terminate the Madryn Voting and Support Agreements if, among other things, prior to the Greenbrook Meeting, Madryn receives an unsolicited bona fide written Greenbrook Acquisition Proposal and Madryn determines in good faith that such Greenbrook Acquisition Proposal constitutes a Greenbrook Enhanced Superior Proposal. The Greenbrook Voting and Support Agreements terminate upon the occurrence of certain events, including the Effective Date or the termination of the Arrangement Agreement in accordance with its terms. See “General Information Concerning the Greenbrook Meeting and Voting—Greenbrook Voting and Support Agreements”.

Simultaneously with the execution of the Arrangement Agreement, the Neuronetics Locked-Up Parties (solely in their respective capacities as Neuronetics Stockholders), which collectively beneficially owned or controlled approximately 9.6% of the voting power of Neuronetics’ outstanding capital stock as of August 11, 2024, entered into the Neuronetics Voting and Support Agreements pursuant to which the Neuronetics Locked-Up Parties agreed, among other things, to vote their Neuronetics Shares, including any Neuronetics Shares acquired by the Neuronetics Locked-Up Parties subsequent to the date of the Neuronetics Voting and Support Agreements, for the Neuronetics Charter Amendment Proposal and the Neuronetics Share Issuance Proposal and any other matters necessary for the consummation of the transactions contemplated by the Arrangement Agreement, and against any alternative proposal. The Neuronetics Voting and Support Agreements terminate upon the occurrence of certain events, including the Effective Date or the termination of the Arrangement Agreement in accordance with its terms. See “General Information Concerning the Neuronetics Meeting and Voting—Neuronetics Voting and Support Agreements”.

In no event will any Greenbrook Shareholder be entitled to a fractional Neuronetics Share. Where the aggregate number of Neuronetics Shares to be issued to a Greenbrook Shareholder as consideration under the Arrangement would result in a fraction of a Neuronetics Share being issuable, the number of Neuronetics Shares to be received by such Greenbrook Shareholder will be rounded down to the nearest whole Neuronetics Share. In lieu of any such fractional Neuronetics Share, each Greenbrook Shareholder otherwise entitled to a fractional interest in a Neuronetics Share will be entitled to receive a cash payment equal to an amount representing such Greenbrook Shareholder’s proportionate interest in the net proceeds from the sale by the Depositary, on behalf of all such Greenbrook Shareholders of the Neuronetics Excess Shares (as defined below). The Depositary will cause Consideration Shares delivered to it by Neuronetics that represent fractional share entitlements to be sold on Nasdaq and will distribute the net proceeds thereof on a proportional basis to Registered Greenbrook Shareholders in lieu of any fractional Neuronetics Shares that would otherwise have been required to be distributed. Each Registered Greenbrook Shareholder who would otherwise have been entitled to receive a fraction of a Neuronetics Share will be entitled to receive cash from the net proceeds of such sale.

There are a number of risk factors relating to the Arrangement, the business of Greenbrook, the business of Neuronetics and the business of the Combined Company, government regulation and taxes all of which should be carefully considered by Greenbrook Shareholders and Neuronetics Stockholders.

See “Risk Factors—Risks Related to the Arrangement”, “Risk Factors — Risks Related to the Combined Company”, “Risk Factors — Risks Related to Government Regulation”, “Risk Factors — Risks Related to Taxes” and “Information Concerning Neuronetics—Risks and Uncertainties”.

Greenbrook and Neuronetics have retained the services of the Depositary for the receipt of the letters of transmittal and the certificates representing Greenbrook Shares and for the delivery of the Consideration for the Greenbrook Shares under the Arrangement. The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses in connection therewith.

The following tables set forth selected historical consolidated financial information of Greenbrook for the periods presented. The consolidated statements of comprehensive loss and consolidated balance sheets information for the years ended December 31, 2023 and 2022 and the other financial information as of December 31, 2023 have been derived from Greenbrook’s audited consolidated financial statements and related notes included in the Greenbrook 10-K, which are incorporated by reference into this Joint Proxy Statement/Circular. The condensed interim consolidated statements of comprehensive loss and condensed interim consolidated balance sheets information for the six months ended June 30, 2024 and 2023 and the other financial information as of June 30, 2024 have been derived from Greenbrook’s unaudited condensed interim consolidated financial statements and related notes included in Greenbrook’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024, which are incorporated by reference into this Joint Proxy Statement/Circular. The unaudited condensed interim consolidated financial statements of Greenbrook have been prepared on the same basis as the audited consolidated financial statements of Greenbrook. In the opinion of management of Greenbrook, the unaudited condensed interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Greenbrook 10-K and Greenbrook’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024, and Greenbrook’s historical consolidated financial statements and the notes thereto, each of which are incorporated by reference into this Joint Proxy Statement/Circular.

The following tables set forth selected historical financial information of Neuronetics for the periods presented. The statement of operations information for the years ended December 31, 2023 and 2022 and the other financial information as of December 31, 2023 have been derived from Neuronetics’ audited financial statements and related notes included in Neuronetics’ Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference into this Joint Proxy Statement/Circular. The statements of operations information for the six months ended June 30, 2024 and 2023 and the other financial information as of June 30, 2024 have been derived from Neuronetics’ unaudited financial statements and related notes included in Neuronetics’ Quarterly Report on Form 10-Q for the six months ended June 30, 2024, which are incorporated by reference into this Joint Proxy Statement/Circular. The unaudited financial statements of Neuronetics have been prepared on the same basis as the audited financial statements of Neuronetics. In the opinion of Neuronetics’ management, the unaudited interim financial information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements.