Madryn Asset Management, LP - 01 Jan 2024 Form 3 Insider Report for Greenbrook TMS Inc.

Footnote F1

Represents securities held directly by Madryn Health Partners II, LP ("Health Partners"), Madryn Health Partners II (Cayman Master), LP ("Cayman Master") and, in the case of the Common Share Conversion Instruments described in Table II, Madryn Select Opportunities, LP ("Select Opportunities" and together with Health Partners and Cayman Master, the "Funds"). Madryn Asset Management, LP ("Madryn"), as investment advisor for each of the Funds, and each of Madryn Health Advisors II, LP, Madryn Health Advisors GP II, LLC, Madryn Select Advisors, LP, and Madryn Select Advisors GP, LLC, as general partners for each of the Funds, may be deemed to be beneficial owners of the shares held directly by the Funds.

Footnote F2

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

Footnote F3

Health Partners and Cayman Master directly hold 393,459 and 5,970,177 shares of the Company's common stock ("Common Shares"), respectively.

Footnote F4

Each of the Funds entered into a common share conversion instrument on July 14, 2022 (collectively, as amended and/or restated from time to time, the "Conversion Instruments") in connection with loans provided under the Company's senior secured credit facility with Madryn and its affiliates.

Footnote F5

Health Partners, Cayman Master, and Select Opportunities may receive (a) 202,423, (b) 3,071,480 and (c) 636,701 Common Shares, respectively, upon the exercise of the Conversion Instruments.

Footnote F6

On each of August 15, 2023, September 1, 2023, and October 12, 2023, Health Partners and Cayman Master acquired from the Company subordinated convertible promissory notes (the "Subordinated Convertible Notes").

Footnote F7

The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The conversion price of the Subordinated Convertible Notes is also subject to customary anti-dilution adjustments

Footnote F8

The conversion price of the Subordinated Convertible Notes issued on each of August 15, 2023 and September 1, 2023 is $0.2168.

Footnote F9

With respect to the Subordinated Convertible Notes issued on August 15, 2023 and September 1, 2023, Health Partners and Cayman Master may convert such Subordinated Convertible Notes into an aggregate of 855,571 and 12,982,066 Common Shares, respectively.

Footnote F10

The conversion price of the Subordinated Convertible Notes issued on October 12, 2023 is $0.2315.

Footnote F11

With respect to the Subordinated Convertible Notes issued on October 12, 2023, Health Partners and Cayman Master may convert such Subordinated Convertible Notes into an aggregate of 400,622 and 6,078,859 Common Shares, respectively.