On April 15, 2024, Greenbrook TMS Inc. (company) entered into the thirtieth amendment (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 USD 2,030,457 in senior secured term loans (New Loan), the proceeds of which are expected to be used by the company for general corporate and working capital purposes. After giving effect to the Amendment and the borrowing of the New Loan, the aggregate principal amount outstanding under the Credit Agreement is approximately USD 96 million (Loans).

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 under the Credit Agreement. The Company separately received a waiver to the Credit Agreement on April 16, 2024 which waived the affirmative covenant that requires the Company to deliver, within 90 days of the fiscal year ending December 31, 2023, a report and opinion of an independent certified public accountant regarding the Company?s audited fiscal year-end financial statements which is not subject to any ?going concern? or like qualification or exception or any qualification or exception as to the scope of such audit until April 26, 2024.

The terms of the Credit Agreement require the Company to satisfy various affirmative and negative covenants and to meet certain financial tests, including but not limited to, financial covenants that require the Company to (i) generate consolidated revenues for any 4 consecutive quarter period, measured quarterly for the 4 consecutive quarter period prior to the end of each quarter, in amounts that represent a specified percentage of the Company?s projected consolidated revenues for such measurement periods, assuming modest growth over time; and (ii) maintain minimum liquidity of USD 300,000 until April 30, 2024 and USD 3.0 million thereafter, tested on a daily basis. In addition, the Credit Agreement contains affirmative and negative covenants that limit, among other things, the Company?s ability to incur additional indebtedness, incur certain liens, declare certain dividends and engage in certain types of transactions. The Credit Agreement also contains affirmative covenants that require the Company to deliver, within 90 days of each fiscal year end, audited financial statements for such fiscal year, accompanied by a report and opinion of an independent certified public accountant which is not subject to any ?going concern?

or like qualification or exception or any qualification or exception as to the scope of such audit.