Appointment of Agent for Service of Process and Undertaking (f-x)
May 04 2021 - 5:20PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
Appointment of
Agent For Service
of Process And Undertaking
A.
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Name of issuer or person filing (the “Filer”):
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GREENBROOK TMS INC.
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B.
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(1)
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This is [check one]:
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x
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an original filing for the Filer
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¨
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an amended filing for the Filer
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(2)
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Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T rule 101(b)(9) ☐
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C.
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Identify the filing in conjunction with which this form is being filed:
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Name of Registrants:
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Greenbrook TMS Inc.
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Form Type:
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Registration Statement on Form F-10
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File Number (if known):
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333-255762
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Filed by:
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Greenbrook TMS Inc.
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Date Filed (if filed concurrently, so indicate):
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May 4, 2021 (filed concurrently)
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D.
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Filer is incorporated or organized under the laws of Ontario, Canada
and has its principal place of business at
890 Yonge Street
7th Floor
Toronto, Ontario, Canada
M4W 3P4
(telephone: (416) 915-9100).
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E.
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The Filer designates and appoints TMS NeuroHealth Centers Inc. (the
“Agent”), located at
8401 Greensboro Drive, Suite 425
Tysons Corner, Virginia 22102
(telephone: (416) 322-9700)
as the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which
the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or
of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or
cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the securities registered
or qualified by the Filer on Form F-10 on the date hereof (the “Form F-10”) or any purchases or sales of any security
in connection therewith. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced
by the service of process upon, and that service of an administrative subpoena shall be effected by service upon such agent for service
of process, and that the service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding
as if personal service thereof had been made.
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F.
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The Filer stipulates and agrees to appoint a successor agent for service
of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on
behalf of the Filer at any time until six years have elapsed from the date the issuer of the securities to which such forms and schedules
relate has ceased reporting under the Exchange Act.
The Filer further undertakes to advise the Commission promptly of any
change to the Agent’s name or address during the applicable period by amendment of this form, referencing the file number of the
relevant form in conjunction with which the amendment is being filed.
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G.
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The Filer undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the Form F-10; the securities to which the Form F-10 relates; and the transactions in such securities.
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The Filer certifies that it has duly caused this
power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereto duly authorized, in Toronto,
Canada, on May 4, 2021.
Filer:
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GREENBROOK TMS INC.
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By:
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/s/ Bill Leonard
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Name:
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Bill Leonard
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Title:
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Chief Executive Officer
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This statement has been signed by the following person in the capacity
and on the date indicated:
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TMS NEUROHEALTH CENTERS INC.
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By:
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/s/ Bill Leonard
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Name:
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Bill Leonard
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Title:
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President
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