S-8

Registration No. 333-     

As filed with the Securities and Exchange Commission on March 30, 2021
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
	Greenbrook TMS Inc. (Exact name of registrant as specified in its charter)
Ontario, Canada (State or other jurisdiction of incorporation or organization)	890 Yonge Street, 7th Floor, Ontario M4W 3P4 (416) 322-9700 (Address of Principal Executive Offices) (Zip Code) Greenbrook TMS Inc. Amended and Restated Stock Option Plan (Full title of the plan) TMS NeuroHealth Centers Inc. 8401 Greensboro Drive, Suite 425 Tysons Corner, Virginia, 22102 (Name and address of agent for service) +1 (416) 322-9700 (Telephone number, including area code, of agent for service) Copies to: Mile T. Kurta, Esq. Christopher R. Bornhorst, Esq. Torys LLP 1114 Avenue of the Americas, 23rd Floor New York, New York 10036, USA	98-1512724 (I.R.S. Employer Identification No.)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-Accelerated Filer x	Smaller reporting company x
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Shares, no par value(1)(2)		504,195	$	12.18	$	6,141,095.10	$	669.99

This Registration Statement on Form S-8 (this “Registration Statement”) covers common shares, no par value per share (“Common Shares”), of Greenbrook TMS Inc. (the “Registrant”) reserved for future issuance upon vesting and exercise from time to time of options issued or issuable pursuant to Greenbrook TMS Inc.’s Amended and Restated Stock Option Plan (the “Plan”).

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), includes any additional Common Shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or other similar transaction.

(2)      Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee for Common Shares to be issued pursuant to the Plan, based on the average of the high and low prices reported for a Common Share on The Nasdaq Stock Market LLC on March 25, 2021.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be delivered to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with or furnished to the Commission by Greenbrook TMS Inc., a corporation organized under the laws of Ontario, Canada (the “Corporation” or the “Registrant”), are incorporated herein by reference and made a part hereof:

(a) The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2020 (the “Annual Report”) filed with the Commission on March 30, 2021, including the Registrant’s audited financial statements for the fiscal year ended December 31, 2020;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since March 10, 2021; and

(c) The description of the Corporation’s Common Shares, under the section captioned “Description of Share Capital– Common Shares” in the Corporation’s Annual Information Form included as Exhibit 99.1 in the Annual Report, including any amendment or report filed for the purpose of updating such description.

All documents or reports subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports; provided that reports on Form 6-K shall only be deemed so incorporated by reference to the extent expressly stated therein. Any statement in a document or report incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document or report which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 136 of the Business Corporations Act (Ontario) provides, in part, as follows:

Indemnification

(1)            A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

Advance of Costs

(2)            A corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1), but the individual shall repay the money if the individual does not fulfil the conditions set out in subsection (3).

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Limitation

(3)            A corporation shall not indemnify an individual under subsection (1) unless the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request.

Same

(4)            In addition to the conditions set out in subsection (3), if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the corporation shall not indemnify an individual under subsection (1) unless the individual had reasonable grounds for believing that the individual’s conduct was lawful.

Derivative Actions

(4.1)         A corporation may, with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to obtain a judgment in its favor, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).

Right to indemnity

(4.2)         Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking an indemnity,

(a) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(b) fulfils the conditions set out in subsections (3) and (4).

Nothing in the articles of incorporation, by-laws or resolutions of the Registrant limits the right of any person entitled to claim indemnity apart from the indemnity provided pursuant to Section 136 of the Business Corporations Act (Ontario).

The Registrant maintains a policy of directors’ and officers’ liability insurance which insures, subject to certain exclusions, directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS.

See Exhibit Index immediately preceding the signature page.

ITEM 9. UNDERTAKINGS

(a)            The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)            The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)            Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Articles of Incorporation
4.2	Articles of Amendment (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 40-F filed with the Commission on March 10, 2021)
4.3	Articles of Amendment (incorporated by reference to Exhibit 99.2 to the Registrant’s Form 40-F filed with the Commission on March 10, 2021)
4.4	By-law No. 1A (incorporated by reference to Exhibit 99.3 to the Registrant’s Form 40-F filed with the Commission on March 10, 2021)
5.1	Opinion of Torys LLP
23.1	Consent of Torys LLP (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney (included on signature page)
99.1	Greenbrook TMS Inc. Amended and Restated Stock Option Plan

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on the 30^th day of March, 2021.

GREENBROOK TMS INC.
By:	/s/ Bill Leonard
	Name:    Bill Leonard Title:      Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Bill Leonard and Edwin B. Cordell Jr, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to said registration statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on the 30^th day of March, 2021.

Signature	Title
/s/ Bill Leonard Bill Leonard	President, Chief Executive Officer and Director (principal executive officer)
/s/ Edwin B. Cordell Jr Edwin B. Cordell Jr	Interim Chief Financial Officer (principal financial officer and principal accounting officer)
/s/ Brian P. Burke Brian P. Burke	Director
/s/ Colleen Campbell Colleen Campbell	Director
/s/ Sasha Cucuz Sasha Cucuz	Director
/s/ Adrienne Graves Adrienne Graves	Director
/s/ Adele C. Oliva Adele C. Oliva	Director
/s/ Frank Tworecke Frank Tworecke	Director
/s/ Elias Vamvakas Elias Vamvakas	Director

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act, the undersigned, the Registrant’s duly authorized representative has signed this Registration Statement on this 30^th day of March 2021:

TMS NEUROHEALTH CENTERS INC.
By:	/s/ Bill Leonard
	Name: Bill Leonard Title: President

7 

EX-4.1

Exhibit 4.1

Request ID:	021272619	Province of Ontario	Date Report Produced: 2018/02/09
Demande n°:		Province de l'Ontario	Document produit le:
Transaction ID: 067109526		Ministry of Government Services	Time Report Produced: 15:03:48
Transaction n°:		Ministère des Services gouvernementaux	Imprimé à:
Category ID: CT
Catégorie:

Certificate of Incorporation

Certificat de constitution

This is to certify that Ceci certifie que

G R E E N B R O O K T M S I N C .

Ontario Corporation No. Numéro matricule de la personne morale en Ontario

0 0 2 6 1 9 8 1 4

is a corporation incorporated, under the laws of the Province of Ontario.	est une société constituée aux termes des lois de la province de l'Ontario.
These articles of incorporation are effective on	Les présents statuts constitutifs entrent en vigueur le

F E B R U A R Y 0 9 F É V R I E R , 2 0 1 8

 

Director/Directeur

Business Corporations Act/Loi sur les sociétés par actions

Page: 1

Request ID / Demande n°	Ontario Corporation Number
	Numéro de la compagnie en Ontario
21272619	2619814

FORM 1		FORMULE NUMÉRO 1
BUSINESS CORPORATIONS ACT	/	LOI SUR LES SOCIÉTÉS PAR ACTIONS

ARTICLES OF INCORPORATION
STATUTS CONSTITUTIFS

1.	The name of the corporation is: Dénomination sociale de la compagnie:
	GREENBROOK TMS INC.

2.	The address of the registered office is:	Adresse du siège social:
	890       YONGE STREET
	7TH FLOOR
	(Street & Number, or R.R. Number & if Multi-Office Building give Room No.)
	(Rue et numéro, ou numéro de la R.R. et, s'il s'agit édifice à bureau, numéro du bureau)
	TORONTO	ONTARIO
	CANADA	M4W 3P4
	(Name of Municipality or Post Office)	(Postal Code/ Code postal)
	(Nom de la municipalité ou du bureau de poste)
3.	Number (or minimum and maximum	Nombre (ou nombres minimal et
	maximal) number) of directors is:	d' administrateurs:
	Minimum 1	Maximum 10
4.	The first director(s) is/are:	Premier(s) administrateur(s):
	First name, initials and surname	Resident Canadian	State Yes or No
	Prénom, initiales et nom de famille	Résident Canadien	Oui/Non
	Address for service, giving Street & No.	Domicile élu, y compris la rue et le
	or R.R. No., Municipality and Postal Code	numéro, le numéro de la R.R., ou le nom
		de la municipalité et le code postal
*	ELIAS	YES
	VAMVAKAS
	3 BRIDGEWATER DRIVE
	RICHMOND HILL ONTARIO
	CANADA L4E 3N4

Page: 2

Request ID / Demande n°	Ontario Corporation Number
	Numéro de la compagnie en Ontario
21272619	2619814

*	WILLIAM	NO
	LEONARD
	11717 SPLIT TREE CIRCLE
	POTOMAC MARYLAND
	UNITED STATES OF AMERICA 20854

Page: 3

Request ID / Demande n°	Ontario Corporation Number
	Numéro de la compagnie en Ontario
21272619	2619814

5.	Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.
	Limites, s'il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la compagnie.
	None.
6.	The classes and any maximum number of shares that the corporation is authorized to issue:
	Catégories et nombre maximal, s'il y a lieu, d'actions que la compagnie est autorisée à émettre:
	An unlimited number of common shares and an unlimited number of preferred shares, issuable in series.

Page: 4

Request ID / Demande n°	Ontario Corporation Number
	Numéro de la compagnie en Ontario
21272619	2619814

7.	Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series: Droits, privilèges, restrictions et conditions, s'il y a lieu, rattachés à chaque catégorie d'actions et pouvoirs des administrateurs relatifs à chaque catégorie d'actions que peut être émise en série:
	COMMON SHARES
	The common shares shall have attached thereto the following rights, privileges, restrictions and conditions:

(a) to vote at any meeting of shareholders of the Corporation;

(b) subject to the prior rights attaching to any other class of shares, to receive any dividend declared by the Corporation; and

(c) subject to the prior rights attaching to any other class of shares, to receive the remaining property of the Corporation on dissolution.

PREFERRED SHARES

The preferred shares shall have attached thereto the following rights, privileges, restrictions and conditions:

1. Directors' Right to Issue in One or More Series

Preferred shares may be issued at any time and from time to time in one or more series. Before the first shares of a particular series are issued, the board of directors shall fix the number of shares that will form such series and shall, subject to the limitations set out in the Articles of the Corporation, determine the designation, rights, privileges, restrictions and conditions to be attached to the shares of such series. The board of directors shall send to the Director (as defined in the Business Corporations Act (Ontario)), before the issue of the first series of a series of shares, articles of amendment containing a description of the attributes of such series including the designation, rights, privileges, restrictions and conditions determined by the board of directors.

Page: 5

Request ID / Demande n°	Ontario Corporation Number
	Numéro de la compagnie en Ontario
21272619	2619814

8.	The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:
	L'émission, le transfert ou la propriété d'actions est/n'est pas restreinte. Les restrictions, s'il y a lieu, sont les suivantes:
	The transfer of shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any such share or shares without either:
	(a) the approval of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or
	(b) the approval of the holders of at least a majority of the shares of the Corporation entitling the holders thereof to vote in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

Page: 6

Request ID / Demande n°	Ontario Corporation Number
	Numéro de la compagnie en Ontario
21272619	2619814

9.	Other provisions, (if any, are):
	Autres dispositions, s'il y a lieu:
	The transfer of securities (other than non-convertible debt securities) of the Corporation shall be restricted in that no securityholder shall be entitled to transfer any such security or securities without either:
	(a)  the approval of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or
	(b)  the approval of the holders of at least a majority of the shares of the Corporation entitling the holders thereof to vote in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

Page: 7

Request ID / Demande n°	Ontario Corporation Number
	Numéro de la compagnie en Ontario
21272619	2619814

10.	The names and addresses of the incorporators are
	Nom et adresse des fondateurs
	First name, initials and last name	Prénom, initiale et nom de
	or corporate name	famille ou dénomination sociale
	Full address for service or address of registered office or of principal place of business giving street & No. or R.R. No., municipality and postal code
	Domicile élu, adresse du siège social au adresse de l'établissement principal, y compris la rue et le numéro, le numéro de la R.R., le nom de la municipalité et le code postal

*	KAREN SHELLEY
	79 WELLINGTON STREET WEST
	30TH FLOOR, TD SOUTH TOWER
	TORONTO ONTARIO
	CANADA M5K 1N2

Name of Corporation	Ontario Corporation Number
GREENBROOK TMS INC.	2619814
	Request ID
	21272619

ADDITIONAL INFORMATION FOR ELECTRONIC INCORPORATION

CONTACT PERSON
First Name		Last Name
KAREN		SHELLEY
Name of Law Firm
Torys LLP
ADDRESS
Street #	Street Name	Suite #
79	Wellington St W, 30th Floor
Additional Information		City
PO Box 270, TD South Tower		Toronto

Province		Country	Postal Code
ONTARIO		CANADA	M5K 1N2
TELEPHONE #:	416-865-0040

NUANS SEARCH DETAILS

Corporate Name Searched on NUANS (1)	NUANS Reservation Reference #
GREENBROOK TMS INC.	120392378
	Date of NUANS Report
	2018/01/30

Name of Corporation	Ontario Corporation Number
GREENBROOK TMS INC.	2619814
	Request ID
	21272619

ELECTRONIC INCORPORATION

TERMS AND CONDITIONS

The following are the terms and conditions for the electronic filing of Articles of Incorporation under the Ontario Business Corporations Act (OBCA) with the Ministry of Government Services.

Agreement to these terms and conditions by at least one of the incorporators listed in article 10 of the Articles of Incorporation is a mandatory requirement for electronic incorporation.

1) The applicant is required to obtain an Ontario biased or weighted NUANS search report for the proposed name. The applicant must provide the NUANS name searched, the NUANS reservation number and the date of the NUANS report. The NUANS report must be kept in electronic or paper format at the corporation's registered office address.

2) All first directors named in the articles must sign a consent in the prescribed form. The original consent must be kept at the corporation's registered office address.

3) A Corporation acquiring a name identical to that of another corporation must indicate that due diligence has been exercised in verifying that the Corporation meets the requirements of Subsection 6(1) of Regulation 62 made under the OBCA. Otherwise, the Corporation is required to obtain a legal opinion on legal letterhead signed by a lawyer qualified to practise in Ontario that clearly indicates that the corporations involved comply with Subsection 6(2) of that Regulation by referring to each clause specifically. The original of this legal opinion must be kept at the Corporation's registered office address. The applicant must complete the electronic version of this legal opinion provided by one of the Service Providers under contract with the Ministry.

4) The date of the Certificate of Incorporation will be the date the articles are updated to the ONBIS electronic public record database. Articles submitted electronically outside MGS, ONBIS access hours, will receive an endorsement date effective the next business day when the system resumes operation, if the submitted Articles of Incorporation meet all requirements for electronic incorporation. Articles of Incorporation submitted during system difficulties will receive an endorsement date effective the date the articles are updated to the ONBIS system.

5) The electronic Articles of Incorporation must be in the format approved by the Ministry and submitted through one of the Service Providers under contract with the Ministry.

6) Upon receipt of the Certificate of Incorporation issued by the ONBIS system, a duplicate copy of the Articles of Incorporation with the Ontario Corporation Number and the Certificate of Incorporation must be kept in paper or electronic format. The Ministry will print and microfilm copies of the Certificate of Incorporation, the Articles of Incorporation and any other documentation submitted electronically. These will be considered the true original filed copies.

7) The sole responsibility for correctness and completeness of the Articles of Incorporation, and for compliance with the OBCA and all regulations made under it, lies with the incorporator(s) and/or their legal advisor(s), if any.

The incorporator(s) have read the above Terms and Conditions and they understand and agree to them.
I am an incorporator or I am duly authorized to represent and bind the incorporator(s).
First Name	Last Name
KAREN	SHELLEY

EX-5.1

Exhibit 5.1

	79 Wellington St. W., 30th Floor
	Box 270, TD South Tower
	Toronto, Ontario M5K 1N2 Canada
	P. 416.865.0040 | F. 416.865.7380
	www.torys.com

March 30, 2021

Greenbrook TMS Inc.
890 Yonge Street, 7th Floor
Ontario M4W 3P4

Dear Sirs/Mesdames:

RE:          Greenbrook TMS Inc. (the “Corporation”)

We have acted as counsel to the Corporation in connection with the filing on the date hereof of a Registration Statement on Form S-8 (the “Form S-8”) with respect to common shares of the Corporation (the “Common Shares”) issuable pursuant to the Corporation’s amended and restated stock option plan dated June 28, 2019 (the “Stock Option Plan”). We have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of documents, records and certificates of the Corporation as we have considered necessary or relevant for the purposes of this opinion including:

(a) the articles and by-laws of the Corporation;

(b) the Stock Option Plan; and

(c) the resolutions of the board of directors and of the shareholders of the Corporation authorizing the Stock Option Plan.

In giving this opinion, with regard to all documents examined by us, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies, the authenticity of the originals of such latter documents and the legal capacity of all natural persons who have executed any such documents.

We have also assumed that all Common Shares issued under the Stock Option Plan will be issued for consideration in property or past services that is not less in value than the fair equivalent of the money that the Corporation would have received if the Common Shares had been issued for money.

Based and relying upon and subject to the foregoing we are of the opinion that the Common Shares will be validly issued and outstanding as fully paid and non-assessable shares (upon issuance and payment therefor in accordance with the Stock Option Plan).

The foregoing opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Our opinion is given as of the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.

We consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Yours truly,

/s/ Torys LLP

EX-23.2

Exhibit 23.2 

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Greenbrook TMS Inc.:

We consent to the use of our report dated March 30, 2021, on the consolidated financial statements of Greenbrook TMS Inc., which comprise the consolidated statements of financial position as of December 31, 2020 and December 31, 2019, the related consolidated statements of net loss and comprehensive loss, changes in equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes, incorporated herein by reference.

Our report dated March 30, 2021 contains an explanatory paragraph that states that Greenbrook TMS Inc. has experienced losses since inception and has negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

March 30, 2021

Vaughan, Canada

EX-99.1

Exhibit 99.1

GREENBROOK TMS INC.

AMENDED AND RESTATED

STOCK OPTION PLAN

Greenbrook TMS Inc. (the “Corporation”) hereby adopts this Amended and Restated Stock Option Plan for certain Employees, Directors and Consultants of the Corporation and/or its Affiliates.

Article 1
Purpose

1.1 Purpose.

The purpose of the Plan is to attract and retain Employees, Directors or Consultants of the Corporation and/or its Affiliates, and to ensure that interests of key persons are aligned with the success of the Corporation and its Affiliates.

Article 2
Interpretation

2.1 Definitions.

In this Plan, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person, including any partner, member, shareholder or other equity holder of such Person or manager, director, officer or employee of such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings;

“Blackout Period” means the period of time when, pursuant to any policies or determinations of the Corporation, securities of the Corporation may not be traded by insiders or other specified persons, including any period in which insiders or other specified persons are in possession of material undisclosed information, but excluding any period during which a regulator has halted trading in the Corporation’s securities;

“Board” means the board of directors of the Corporation;

“Business Day” means any day on which the Toronto Stock Exchange is open for business;

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“Cause” means:

(a) with respect to any Employee or Consultant, (i) in the case where there is an employment or consulting agreement or arrangement in effect between the Corporation or one of its Affiliates and the Optionee that defines “cause” (or words of like import), “cause” as defined under such agreement or arrangement; or (ii) in the case where there is no such agreement or arrangement in effect between the Corporation or one of its Affiliates and the Optionee:

(A) theft, fraud, dishonesty or misconduct by the Optionee involving the property, business or affairs of the Corporation or any of its Affiliates or the carrying out of the Optionee’s duties to the Corporation or any of its Affiliates;

(B) any material breach or non-observance by the Optionee of any term of any employment or consulting agreement or arrangement between the Optionee and the Corporation or any of its Affiliates, this Plan or any non-competition, non-solicitation, confidentiality or intellectual property covenants between the Optionee and the Corporation or any of its Affiliates;

(C) the material failure by the Optionee to perform the Optionee’s duties with the Corporation or any of its Affiliates provided that the Optionee has been given notice in writing thereof and a reasonable period of time in which to rectify such failure;

(D) the failure of the Optionee to comply with the Optionee’s fiduciary duties to the Corporation or any of its Affiliates; or

(E) the Optionee’s conviction of, or plea of guilty or no contest to, or entering into a pre-trial diversion program for, a criminal offence, felony, or a crime or offence involving moral turpitude;

(b) with respect to a Director, a determination by a majority of the disinterested Board members that such Director has engaged in any of the following; (i) malfeasance in office; (ii) fraud, gross negligence or willful misconduct; (iii) false or fraudulent misrepresentation inducing the Director’s appointment; (iv) willful conversion of corporate funds; or (v) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance;

“Change in Control” means: (i) the sale of all or substantially all of the consolidated assets of the Corporation and the Subsidiaries to a Third Party Purchaser; (ii) a sale resulting in no less than a majority of the Common Shares (or other voting shares of the Corporation) on a fully diluted basis being held by a Third Party Purchaser; (iii) a merger, consolidation, recapitalization or reorganization of the Corporation with or into a Third Party Purchaser that results in the inability of the holders of Common Shares (or other voting shares of the Corporation) to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company; or (iv) any additional event that the Board determines is a Change in Control;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

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“Common Shares” means the common shares in the capital of the Corporation and any securities into which such common shares may hereafter be converted, changed, reclassified or exchanged;

“Consultant” means an individual consultant or a consultant entity, other than an Employee or Director that:

(a) is engaged to provide services on a bona fide basis to the Corporation or any of its Affiliates, other than services provided in relation to a distribution of securities of the Corporation or any of its Affiliates;

(b) provides the services under a written contract with the Corporation or any of its Affiliates; and

(c) spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or any of its Affiliates,

and includes, (i) for an individual consultant, (A) a company of which the individual consultant is an employee or shareholder; or (B) a partnership of which the individual consultant is an employee or partner, and (ii) for a consultant that is not an individual, an employee or director of the consultant, provided that the individual employee or director spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or any of its Affiliates.

“Director” means a member of the Board from time to time who is not an Employee;

“Disability” means the Optionee’s inability to substantially fulfill his or her duties to the Corporation or any of its Affiliates for a continuous period of six months or more or the Optionee’s inability to substantially fulfill his or her duties to the Corporation or any of its Affiliates for an aggregate period of six months or more during any consecutive 12-month period, (taking into account any accommodation by the Corporation or any of its Affiliates as is required under applicable law); if there is any disagreement between the Corporation and the Optionee as to the Optionee’s Disability or as to the date any such Disability began or ended, the same shall be determined by a physician mutually acceptable to the Corporation and the Optionee whose determination shall be conclusive evidence of any such Disability and of the date any such Disability began or ended;

“Employee” means (subject to any applicable securities laws) a full-time or part-time employee of the Corporation or any of its Affiliates;

“Fair Market Value” means with respect to a Common Share or other security, as of any date: (i) if such Common Share or other security is not then traded on an established securities market, the fair market value of such Common Share or other security as determined by the Board (by the reasonable application of a reasonable valuation method), provided that no illiquidity or minority or similar discount is applied; or (ii) if such Common Share or other security is then traded on an established securities market, the closing price reported on the principal market on which such class or security is traded on such date or, if there is no sale of such Common Share or other security on such date, then on the last previous date on which there was a sale;

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“Grant Date” means, for any Option, the date specified by the Board at the time it grants the Option (provided, however, that such date shall not be prior to the date the Board acts to grant the Option);

“insider” has the meaning attributed thereto in the Toronto Stock Exchange Company Manual in respect of the rules governing security-based compensation arrangements, as amended from time to time;

“Intrinsic Value” means, with respect to an Option, an amount equal to the excess, if any, of the Fair Market Value of a Common Share as of the applicable date of determination over the Option Price;

“Investor” means Greybrook Health Inc., an Ontario corporation;

“Notice” has the meaning set forth in Section 6.2;

“Option” means the right to purchase Common Shares granted under the Plan pursuant to the terms and conditions of an Option Agreement;

“Option Agreement” means an agreement between the Corporation and an Employee, Director or Consultant evidencing the grant of an Option and the terms and conditions of such Option in the form of Schedule A hereto;

“Optionee” means an Employee, Director or Consultant who holds Options granted under the Plan pursuant to an Option Agreement;

“Option Price” means the purchase price per Optioned Share determined in accordance with Section 4.3;

“Optioned Shares” means the Common Shares which may be purchased by an Optionee pursuant to an Option;

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

“Plan” means this Amended and Restated Stock Option Plan, as may be amended from time to time;

“Replacement Options” means the options to acquire Common Shares that were granted by the Corporation in exchange for options granted under the TMS NeuroHealth Centers, Inc. Stock Option Plan;

“security-based compensation arrangement” has the meaning attributed thereto in the Toronto Stock Exchange Company Manual, as amended from time to time;

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“Shareholder” means a holder of Common Shares;

“Subsidiaries” means any direct or indirect subsidiary of the Corporation;

“Termination Date” means the date an Optionee ceases to be actively employed by, or provide services to, the Corporation or any of its Affiliates and does not include any period of statutory, contractual, common law, civil law or reasonable notice of termination of employment or deemed employment. The Optionee’s employment or service shall not be deemed to have terminated merely because of a change in capacity in which the Optionee renders service to the Corporation or any of its Affiliates or a change in the entity for which the Optionee renders such service, provided there is no interruption of the Optionee’s employment or continuous service;

“Third Party Purchaser” means any Person who is not an Affiliate of the Investor or an Affiliate of the Corporation and is the acquirer in connection with a Change in Control; and

“U.S. Taxpayer” means any Optionee who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of the Code.

2.2 Interpretation.

Any reference in this Plan to gender shall include all genders and words importing the singular number only shall include the plural and vice versa.

Article 3
Shares Reserved for Issuance

3.1 Shares Reserved for Issuance.

The maximum number of Common Shares reserved for issuance under the Plan (including upon the exercise of Replacement Options) shall be 10% of the issued and outstanding Common Shares (subject to any adjustment pursuant to Section 10.1) from time to time. If any Option or Replacement Option is exercised, expires or otherwise terminates for any reason, the number of Common Shares in respect of which the Option or Replacement Option has been exercised, expired or terminated shall again be available for issuance under the Plan.

3.2 Insider Participation Limits

The number of Common Shares that may be (i) issued to insiders of the Corporation within any one year period, or (ii) issuable to insiders of the Corporation at any time, in each case, under this Plan alone or when combined will all other security-based compensation arrangements of the Corporation, cannot exceed 10% of the outstanding Common Shares.

3.3 Director Participation Limits

The aggregate value of all Options granted to any one Director in any one year period under all security-based compensation arrangements of the Corporation may not exceed $100,000 based on the grant date fair value of the Options.

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3.4 No Fractional Shares.

No fractional Common Shares shall be issued under the Plan.

Article 4
Grant of Options and Rights of Optionees

4.1 Grant of Options.

The Board may, at any time and from time to time grant Options to such Employees, Directors and Consultants as it may select for the number of Optioned Shares that it shall designate, subject to the provisions of this Plan. The Board shall make all necessary or desirable determinations regarding the granting of Options and may take into consideration the present and potential contributions of a particular Employee, Director or Consultant to the success of the Corporation and its Affiliates and any other factors which it may deem proper and relevant.

Each Option granted under the Plan shall be a non-qualified stock option, and is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

4.2 Option Agreement.

Each Option granted by the Board shall be evidenced by an Option Agreement between the Optionee and the Corporation in the form attached as Schedule A. Each Option Agreement shall specify the number of Optioned Shares, the Option Price, and the terms and conditions of the Option.

4.3 Option Price.

The Option Price per Optioned Share at the time any Option is granted shall be the greater of:

(a) the Fair Market Value of the Optioned Shares on the Grant Date; and

(b) such greater amount as is determined by the Board on the Grant Date, if any.

4.4 Prohibition on Transfer, Assignment or Pledge of Options.

Options are personal to the Optionee. No Optionee may deal with any Option or any interest in it or transfer or assign any Option held by the Optionee, except in the event of death or Disability, where an Option may be transferred to the Optionee’s heirs, executors, administrators, trustees, personal legal representatives or the like. A purported transfer or assignment of any Option in any other circumstances will not be valid and the Corporation will not issue any Common Shares upon the attempted exercise of any such improperly transferred or assigned Option. An Optionee may not mortgage, hypothecate, pledge or grant a security interest in any Option.

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Article 5

Vesting

5.1 Vesting Specified in the Option Agreement.

The Option Agreement shall specify the date or dates upon which an Optionee’s right to purchase the Optioned Shares shall vest (including subject to the attainment of certain financial results or other criteria). The Board shall have the discretion to provide for early vesting of any Option or Options.

Article 6
Exercise of Options

6.1 Exercise of Options.

Options shall be exercisable as specified in the Option Agreement as to all or any lesser number of the Optioned Shares in respect of which the Optionee’s right to purchase Optioned Shares has vested.

6.2 Exercise Procedure.

Options shall be exercised by written notice to the Corporation specifying the number of Optioned Shares in respect of which such Option is then being exercised (the “Notice”) and such Notice shall include payment in full of the applicable Option Price as follows:

(a) in cash or by certified check, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Board;

(b) to the extent permitted by the Board and as permitted by applicable law, a net settlement method whereby the Corporation shall retain such number of Common Shares otherwise issuable in connection with the exercise of the Option as shall have a Fair Market Value on the date of such exercise equal to the aggregate Option Price; or

(c) to the extent permitted by the Board and as permitted by applicable law, pursuant to a broker-assisted cashless exercise, whereby the Optionee shall elect on the Notice to receive:

(i) an amount in cash equal to the cash proceeds realized upon the sale in the capital markets of the Optioned Shares in respect of which such Option is then being exercised by a securities dealer designated by the Corporation, less the aggregate Option Price, any applicable withholding taxes, and any transfer costs charged by the securities dealer to sell the Optioned Shares;

(ii) an aggregate number of Common Shares that is equal to the number of Optioned Shares in respect of which such Option is then being exercised, minus the number of Optioned Shares sold in the capital markets by a securities dealer designated by the Corporation as required to realize cash proceeds equal to the aggregate Option Price, any applicable withholding taxes and any transfer costs charged by the securities dealer to sell the Optioned Shares; or

(iii) a combination of (i) and (ii).

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6.3 Issuance of Shares.

Following the exercise of the Option, the Corporation shall take all actions necessary to issue fully paid and non-assessable Optioned Shares to the Optionee.

Article 7
Expiration and Termination

7.1 Expiry of Options.

The Board will, at the time the Option is granted, determine the date or dates upon which an Option will expire, which date cannot be greater than ten (10) years from the Grant Date. On the expiry of an Option, the Option will be null, void and of no effect. Notwithstanding any other provision of the Plan, each Option that would expire during a Blackout Period shall expire on the date that is ten (10) Business Days immediately following the expiration of the Blackout Period.

7.2 Termination.

In the event an Optionee ceases to be actively employed by, or provide services to, the Corporation or any of its Affiliates and the Employee, Director, or Consultant has not been terminated for Cause, all Options that are held by such Optionee that are vested on the Optionee’s Termination Date may be exercised by the Optionee (or, in the case of death, by the legal representative of the Optionee’s estate) in accordance with the terms of the Option Agreement, but in no event later than the expiration of the stated term of such Options, after which time such Options shall automatically terminate. Options that are not vested as of the Optionee’s Termination Date for any reason shall automatically terminate on the Termination Date. In the event an Optionee ceases to be actively employed by, or provide services to, the Corporation or any of its Affiliates as a result of being terminated for Cause, all Options that are held by such Optionee, whether vested or unvested, shall automatically terminate on the Termination Date.

Article 8
Change in Control

8.1 Change in Control.

In the event of a Change in Control, except as otherwise provided in an Option Agreement, the Board shall provide for the treatment of each outstanding Option as it determines in its sole discretion, which treatment need not be uniform for all Optionees and/or Options and which may include, without limitation, one or more of the following:

(a) (i) continuation of such Option or (ii) conversion of such Option into, or substitution or replacement of such Option with, an award with respect to shares of the successor corporation (or a parent or subsidiary thereof) with substantially equivalent terms and value as such Option (which value as of immediately following such Change in Control shall not exceed the Intrinsic Value of such Option as of immediately prior to such Change in Control);

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(b) acceleration of the vesting and the right to exercise such Option as of immediately, or during a specified period, prior to such Change in Control, and the termination of such Option without payment of any consideration therefor to the extent such Option is not timely exercised;

(c) if such Option is subject to performance criteria, the level of attainment of such criteria shall be determined by the Board in its sole discretion, including, without limitation, by deeming such criteria attained at the applicable target or maximum level regardless of actual performance, or measuring the attainment of such criteria based on actual performance through such Change in Control or a specified date prior thereto; and/or

(d) permitting the Optionee to surrender to the Corporation such Option in consideration for a payment, in cash, securities, rights and/or other property, in an amount equal to the Intrinsic Value of such Option as of immediately prior to such Change in Control, which payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code, if applicable.

Article 9
Shareholder Rights

9.1 Shareholder Rights.

An Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to vote or to receive dividends or other distributions therefrom), unless and only to the extent that the Optionee shall from time to time duly exercise an Option and become a Shareholder.

Article 10
Certain Adjustments

10.1 Adjustment in the Number of Shares.

In the event that there is any change in the Common Shares or in the capital structure of the Corporation by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in capitalization, then the number or kind of shares or other securities reserved for issuance pursuant to this Plan and the number of the Optioned Shares subject to the Option and the Option Price thereof shall be subject to such adjustments, if any, as the Board may acting reasonably determine, acting in good faith and to ensure economic equivalence and any such adjustments shall be effective and binding for all purposes of the Plan. Any such adjustments shall, to the extent applicable, be made in accordance with Section 409A of the Code or paragraph 7(1.4)(c) of the Income Tax Act (Canada), as applicable.

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Article 11
General

11.1 Notice.

Any notice required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or telecopied and addressed to the recipient, and if to the Corporation at its principal office and if to the Optionee, at the address indicated in the Option Agreement or at the Optionee’s last known address shown in the records of the Corporation or any Affiliate. It is the responsibility of the Optionee to advise the Corporation of any change in address, and neither the Corporation nor any Affiliate shall have any responsibility for any failure by the Optionee to do so. Any Optionee may change the Optionee’s address from time to time by notice in writing to the Corporation. The Corporation shall give written notice to each Optionee of any change of the Corporation’s address. Any such notice shall be effective, if delivered, on the date of delivery and, if sent by facsimile, on the day following receipt of the facsimile.

11.2 Employment.

No Optionee shall be induced to acquire or exercise Options by expectation of employment, engagement or service or continued employment, engagement or service. Nothing contained in the Plan shall confer upon any Optionee any right with respect to employment, engagement or service or in continuance of employment, engagement or service with the Corporation or any of its Affiliates or interfere in any way with the right of the Corporation or any of its Affiliates to terminate an Optionee’s employment, engagement or service at any time. The Plan does not give any Optionee any right to claim any benefit or compensation except to the extent specifically provided in the Plan.

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11.3 Amendment and Termination.

(a) The Board may amend or suspend any provision of the Plan or any Option, or terminate this Plan, at any time without approval of security holders, subject to those provisions of applicable law and the rules, regulations and policies of the Toronto Stock Exchange, if any, that require the approval of security holders or any governmental or regulatory body regardless of whether any such amendment or suspension is material, fundamental or otherwise, and notwithstanding any rule of common law or equity to the contrary. However, except as expressly set forth herein or as required pursuant to applicable law, no action of the Board or security holders may materially adversely alter or impair the rights of an Optionee under any Option previously granted to the Optionee without the consent of the affected Optionee. Without limiting the generality of the foregoing, the Board may make the following types of amendments to this Plan or any Option without seeking security holder approval:

(i) amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan;

(ii) amendments necessary to comply with the provisions of applicable law or the rules, regulations and policies of the Toronto Stock Exchange;

(iii) amendments necessary for Options to qualify for favorable treatment under applicable tax laws;

(iv) amendments to the vesting provisions of this Plan or any Option;

(v) amendments to include or modify a cashless exercise feature, payable in cash or Common Shares, which provides for a full deduction of the number of underlying Common Stock from the Plan maximum;

(vi) amendments to the termination or early termination provisions of this Plan or any Option, whether or not such Option is held by an insider, provided such amendment does not entail an extension beyond the original expiry date of the Option; and

(vii) amendments necessary to suspend or terminate this Plan.

(b) Security holder approval will only be required for the following types of amendments:

(i) any amendment to increase the maximum number of Common Shares issuable under this Plan, other than pursuant to Section 10.1;

(ii) any amendment to this Plan that increases the length of the period after a Blackout Period during which Options may be exercised;

(iii) any amendment which would result in the Option Price for any Option granted under this Plan being lower than the Fair Market Value at the Grant Date of the Option;

(iv) any amendment that would permit the introduction or reintroduction of Directors as eligible recipients of Options on a discretionary basis or any amendment that increases the limits previously imposed on Director participation;

(v) any amendment to remove or to exceed the insider participation limit set out in Section 3.2;

(vi) any amendment which reduces the Option Price of an Option, other than pursuant to Section 8.1 or Section 10.1;

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(vii) any amendment extending the term of an Option beyond the original expiry date, except as provided in Section 7.1;

(viii) any amendment to the amendment provisions;

(ix) any amendment which would allow for the transfer or assignment of Options under this Plan, other than for normal estate settlement purposes; and

(x) amendments required to be approved by security holders under applicable law or the rules, regulations and policies of the Toronto Stock Exchange.

11.4 Administration.

The Plan shall be administered by the Board which shall be empowered to: (i) interpret the Plan from time to time; (ii) adopt, amend and rescind rules and regulations for carrying out the Plan; (iii) grant Options; (iv) determine the Option Price, vesting schedule, term, limitations, restrictions and conditions applicable to Options; (v) waive or amend any vesting conditions or vesting schedule; and (vi) make any other determinations that the Board deems necessary or desirable for the administration of the Plan. Any decision or determination made or action taken by the Board arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive, and the interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board all or any of the powers conferred on the Board pursuant to this Plan. No member of the Board or any Person acting pursuant to authority delegated by it, shall be liable for any action or determination in connection with the Plan made or taken in good faith, and each member of the Board and each such Person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Corporation.

11.5 No Undertaking or Representation.

The Optionees, by participating in the Plan, shall be deemed to have accepted all risks associated with acquiring Optioned Shares pursuant to the Plan. The Corporation, its Affiliates and the Board make no undertaking, representation, warranty or guarantee as to the future value or price, or as to the listing on any stock exchange or other market, of any Common Shares issued in accordance with the provisions of the Plan, and shall not be liable to any Optionee for any loss whatsoever resulting from that Optionee’s participation in the Plan or as a result of the amendment, suspension or termination of the Plan or any Option.

11.6 Applicable Law.

This Plan and the provisions hereof shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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11.7 Compliance with Applicable Law.

If any provision of the Plan or any Option contravenes any law or any order, policy, by-law, rule or regulation of any regulatory body or stock exchange having jurisdiction or authority over the securities of the Corporation or its Affiliates or the Plan, then such provision may in the sole discretion of the Board be amended to the extent considered necessary or desirable to bring such provision into compliance therewith and appropriate consideration shall be paid by the Corporation to the extent that an Optionee is adversely affected by such amendment.

11.8 Unfunded Plan.

This Plan is unfunded. To the extent any individual holds any rights under the Plan, such rights (unless otherwise determined by the Board) are no greater than the rights of a general unsecured creditor of the Corporation.

11.9 Successors and Assigns.

The Plan shall be binding on all successors and assigns of the Corporation.

11.10 Tax Consequences.

It is the responsibility of the Optionee to complete and file any tax returns which may be required under any applicable tax laws within the periods specified in those laws as a result of the Optionee’s participation in the Plan. The Corporation shall not be held responsible for any tax consequences to the Optionee as a result of the Optionee’s participation in the Plan. The exercise of each Option granted under the Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is required under applicable law in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Corporation. In such circumstances, the Corporation may require an Optionee to (i) pay to the Corporation sufficient cash as is reasonably determined by the Corporation to be the amount necessary to permit the required tax remittance to the relevant taxing authority; or (ii) make other arrangements acceptable to the Corporation to fund the required tax remittance. To the extent permitted by the Board and as permitted by applicable law, an Optionee may elect to surrender vested Options to the Corporation for a cash payment which shall be used to satisfy the withholding tax or other withholding liabilities as required under applicable law. The number of vested Options that may be surrendered for a cash payment shall be equal to the withholding tax and other withholding liabilities as required under applicable law divided by the Fair Market Value of a Common Share on the applicable exercise date (rounded up to the nearest whole vested Option).

Each Option is intended to be exempt from Code Section 409A. Notwithstanding the foregoing, to the extent that any Option granted to a U.S. Taxpayer is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, such Option will be subject to such additional rules and requirements as specified by the Board from time to time in order to comply with Code Section 409A. If any provision of the Plan contravenes Code Section 409A or could cause the U.S. Taxpayer to incur any tax, interest or penalties under Code Section 409A, the Board may, in its sole discretion and without the U.S. Taxpayer’s consent, modify such provision to: (i) comply with, or avoid being subject to, Code Section 409A, or to avoid the incurrence of taxes, interest and penalties under Code Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the U.S. Taxpayer of the applicable provision without materially increasing the cost to the Corporation or contravening Code Section 409A. However, the Corporation will have no obligation to modify the Plan or any Option and does not guarantee that Options will not be subject to taxes, interest and penalties under Code Section 409A. An Option shall not be granted to a U.S. Taxpayer unless the Common Shares constitutes “service recipient stock” within the meaning of Code Section 409A.

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11.11 Severability.

If any provision of this Agreement shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

11.12 Effective Date.

This Plan was effective as of October 3, 2018 and was amended and restated on June 28, 2019. The Replacement Options shall be governed by the terms of this Plan effective as of October 3, 2018. This Plan, as amended and restated on June 28, 2019, shall apply to all Options granted hereunder on or after October 3, 2018.

11.13 Compliance with Laws.

The Corporation intends for the Plan to comply with all applicable laws, including but not limited to 42 U.S.C. §§ 1320, 1320a-7, 7a and 7b, 1395w-4, 1395i, 1395 and 1395u (the “Federal Fraud Statutes”), 42 U.S.C. § 1395nn (the “Stark Law”), 31 U.S.C. §§ 3729-3733 (the “Federal False Claims Act”) and 42 U.S.C. §§ 1320d through 1320d-8 and 42 C.F.R. §§160, 162 and 164, which is commonly referred to as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Accordingly, the Board shall not base its decision to grant Options to a particular Employee, Director, or Consultant, or its inclusion of certain terms and conditions into an Option Agreement therefor, on such Employee, Director, or Consultant’s referrals to the Corporation or any of its Affiliates.

Schedule A

Option Agreement Pursuant to the
GREENBROOK TMS Inc.
AMENDED AND RESTATED STOCK OPTION PLAN

This agreement (“Agreement”) is effective as of n between Greenbrook TMS Inc. (the “Corporation”), and n (the “Optionee”).

Preliminary Statement

The Board hereby grants this stock option (the “Option”) as of n (the “Grant Date”), pursuant to the Greenbrook TMS Inc. Amended and Restated Stock Option Plan, as it may be amended from time to time (the “Plan”), to purchase Optioned Shares, to the Optionee. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Optionee. By signing and returning this Agreement, the Optionee acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1. Tax Matters. No part of the Option is intended to qualify as an “incentive stock option” under Section 422 of the Code.

2. Common Shares Subject to Option. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Option entitles the Optionee to purchase from the Corporation, upon exercise, n Optioned Shares at the Option Price of $n per Optioned Share at the times set forth in Section 3 below.

3. Vesting and Exercise. The Option shall vest and become exercisable in equal installments annually over three (3) years beginning on [the first anniversary of the Grant Date], provided, with respect to each vesting date, that the Optionee has not experienced a Termination Date prior to such date. There shall be no proportionate or partial vesting in the periods prior to each applicable vesting date.

4. Option Term. The term of the Option shall be until the tenth anniversary of the Grant Date, after which time it shall expire (the “Expiration Date”). Upon the Expiration Date, the Option shall be canceled for no consideration and no longer be exercisable. The Option is subject to termination prior to the Expiration Date to the extent provided in Section 5 below.

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5. Termination. [The provisions in this Section 5 regarding termination shall apply to the Option, provided that if the Optionee’s employment agreement or consulting agreement or arrangement expressly provides more favorable rights with respect to the Option in the event of termination, such rights shall apply. Options that are not vested as of the Optionee’s Termination Date shall automatically terminate on the Termination Date. Any Option or Options vested as of the Optionee’s Termination Date shall be exercisable as follows, after which time such vested Options shall automatically terminate: (a) if the Optionee ceases to be actively employed by, or provide services to, the Corporation or any of its Affiliates by reason of death or Disability, his or her Options must be exercised by the Optionee (or, in the case of death, by an authorized representative of the Optionee’s estate) within 9 months of the Optionee’s date of death or Disability; (b) if the Optionee ceases to be actively employed by, or provide services to, the Corporation or any of its Affiliates by reason of termination without Cause, his or her Options must be exercised within 3 months of the Optionee’s Termination Date; (c) if the Optionee ceases to be actively employed by, or provide services to, the Corporation or any of its Affiliates by reason of voluntary resignation or termination, his or her Options must be exercised within 30 days of the Optionee’s Termination Date; and (d) if the Optionee ceases to be actively employed by, or provide services to, the Corporation or any of its Affiliates by reason of termination for Cause, his or her Options will automatically terminate on the Termination Date and may no longer be exercised.] [NTD: Include for Employees, Directors and individual Consultants.]

[The provisions in this Section 5 regarding termination shall apply to the Option, provided that if the Optionee’s consulting agreement or arrangement expressly provides more favorable rights with respect to the Option in the event of termination, such rights shall apply. Options that are not vested as of the Optionee’s Termination Date shall automatically terminate on the Termination Date. Any Option or Options vested as of the Optionee’s Termination Date shall be exercisable as follows, after which time such vested Options shall automatically terminate: (a) if the Optionee ceases to provide services to the Corporation or any of its Affiliates by reason of termination without Cause, the Optionee’s Options must be exercised within 3 months of the Optionee’s Termination Date; (b) if the Optionee ceases to provide services to the Corporation or any of its Affiliates by reason of voluntary termination, the Optionee’s Options must be exercised within 30 days of the Optionee’s Termination Date; and (c) if the Optionee ceases to provide services to the Corporation or any of its Affiliates by reason of termination for Cause, the Optionee’s Options will automatically terminate on the Termination Date and may no longer be exercised.] [NTD: Include for Consultant entities.]

6. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

7. Severability of Provisions. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

The Optionee agrees to the terms and conditions set out herein and confirms and acknowledges that the Optionee has not been induced to enter into this Agreement or acquire any Option by expectation of employment or services or continued employment or services with the Corporation or any of its Affiliates.

The Optionee agrees to provide the Corporation with all information (including personal information, if applicable) required by the Corporation to administer the Plan. The Optionee consents to the Corporation and any of its Affiliates sharing and exchanging the Optionee’s information held in order to administer and operate the Plan (including, if applicable, personal details, data relating to my participation, salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction or the alleged commission of offences) (“Information”) and providing the Board, the Corporation’s and/or any of its Affiliates’ agents, officers, employees and/or third parties with Information for the administration and operation of the Plan and the Optionee accepts that this may involve Information being sent to a country outside of my country of residence which may not have the same level of data protection laws as the Optionee’s country of residence, and law enforcement agencies in that country may access Information in accordance with local laws. The Optionee acknowledges that the Optionee has the right to request a list of the names and addresses of any potential recipients of Information and to review and correct Information by contacting the Optionee’s local human resources representative. The Optionee acknowledge that the collection, processing and transfer of Information is important to the Plan administration and that failure to consent to same may prohibit participation in the Plan or receipt of the Option.

By:

Name:

[Consultant ENTITY]

By:

Name:  

Title: