Neuronetics, Inc. (NasdaqGM:STIM) entered into a definitive arrangement agreement to acquire Greenbrook TMS Inc. (OTCPK:GBNH.F) from Madryn Health Partners II (Cayman Feeder), LP, fund managed by Madryn Asset Management, LP and others for $1 million on August 11, 2024. Greenbrook shareholders will receive a fraction of shares of Neuronetics common stock for each Greenbrook common share owned at the exchange ratio such that immediately following the closing of the transaction, Neuronetics shareholders will own approximately 57% of the combined company, and Greenbrook shareholders will own approximately 43% of the combined company, respectively, on a fully diluted basis. Each Greenbrook share is expected to be exchanged for 0.01149 shares of Neuronetics common stock at the closing of the transaction, subject to adjustment for any interim period funding by Madryn and other customary adjustments prior to the closing based on the terms of the definitive agreement. An aggregate of 25,304,971 Neuronetics shares will be issued to Greenbrook shareholders in connection with the transaction. The combined company will continue to operate as Neuronetics, Inc., and trade under the ticker STIM on the NASDAQ stock exchange. Following closing of the transaction, Neuronetics intends to cause the common shares of Greenbrook to be delisted from the OTCQB and to cause Greenbrook to submit an application to cease to be a reporting issuer under applicable Canadian securities laws. The Definitive Agreement provides for mutual termination fees of $1,900,000 in the event the transaction is terminated by either party in certain circumstances, including to enter into a superior proposal.

Prior to the completion of the transaction, all of Greenbrook?s existing credit facility and subordinated convertible debt will be converted into Greenbrook common shares. The transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The transaction must be approved by the Superior Court of Ontario (Commercial List), which will consider the fairness and reasonableness of the transaction to all Greenbrook shareholders. As part of the transaction, Madryn Asset Management LP and its affiliates (?Madryn?) has agreed to convert all of the amount outstanding under its credit facility with Greenbrook and all of the subordinated convertible notes of Greenbrook (including notes held by Madryn and other third-parties, which are forced to convert as a result of Madryn?s election) into common shares of Greenbrook prior to the effective date of the transaction. As a result, subject to adjustment for any interim period funding by Madryn and other customary adjustments, Madryn will own 95.3% of the Greenbrook common shares immediately prior to closing and will receive 95.3% of the Neuronetics common stock being issued to Greenbrook shareholders.

The transaction requires approval by (i) at least 66 2/3% of the votes cast by the holders of Greenbrook shares present in person or represented by proxy at a special meeting of the holders of the Greenbrook shares to be called to consider the transaction; and (ii) a simple majority of the votes cast by the holders of Greenbrook shares present in person or represented by proxy, excluding Greenbrook shares that are required to be excluded under Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions (including shares held by Madryn). The transaction is expected to close during the fourth quarter of 2024, subject to approval by both companies? shareholders, court approval in respect of the plan of arrangement, all outstanding debt under the Greenbrook credit facility with Madryn Asset Management LP and Greenbrook subordinated convertible notes having been converted into Greenbrook Shares as well as other customary closing conditions. The Board of Directors of both companies have unanimously approved the transaction. Each of Neuronetics? directors and certain members of the executive leadership team, as of the date hereof, who hold in the aggregate 1,680,718 Neuronetics shares (representing approximately 5.55 % of issued and outstanding Neuronetics shares (on a fully diluted basis)) have entered into voting support agreements agreeing to vote their stock in favor of the transaction. A.G.P. / Alliance Global Partners, LLC has provided an opinion to the Greenbrook board and the Greenbrook Special Committee that, as at the date of its opinion and based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by the shareholders of Greenbrook pursuant to the transaction is fair, from a financial point of view to such shareholders. Canaccord Genuity LLC is serving as financial advisor as well as fairness opinion provider to Neuronetics, and Brian Short and Harry Levin of Ballard Spahr LLP as well as Jonah Mann and John Lee of Stikeman Elliott LLP are serving as its legal counsel. A.G.P./Alliance Global Partners is serving as financial advisor to Greenbrook, and John Emanoilidis and Robbie Leibel of Torys LLP is serving as its legal counsel. Computershare Investor Services Inc. acting as Depositary for Greenbrook TMS.