Ayr Wellness Inc. - Subordinate Voting Shares

Ayr is an expanding vertically integrated, U.S. multi-state cannabis operator, focused on delivering the highest quality cannabis products and customer experience throughout its footprint. Based on the belief that everything starts with the quality of the plant, the Company is focused on superior cultivation to grow superior branded cannabis products. Ayr strives to enrich consumers’ experience every day through the wellness and wonder of cannabis.

Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the communities they touch. For more information, please visit www.ayrwellness.com.

Investor Note: In addition to the 34,149,557 Subordinate Voting Shares that are listed and trading, there are (a) 3,696,486 reserved for issuance pursuant to the conversion rights attached to the Multiple Voting Shares that are issued and outstanding but not listed and (b) 1,912,592 reserved for issuance pursuant to the conversion rights attached to the Exchangeable Shares issued and outstanding but not listed. The total number of issued Subordinate Voting Shares assuming all the foregoing are exercised or converted into the listed class or issued, as applicable, would be 39,758,635. The foregoing does not include the Subordinate Voting Shares reserved for issuance pursuant to the (w) exercise rights attached the Warrants which are issued and outstanding and listed, (x) conversion rights attached to the Rights which are issued and outstanding and listed, (y) conversion rights attached to the Restricted Exchangeable Shares granted as equity incentive compensation that are granted but not listed, and (z) conversion rights attached to the Restricted Exchangeable shares that are available for issuance under Ayr’s long-term equity incentive plan but not granted.  The number representing the "total equity shares, as if converted" does not take into account the Subordinate Voting Shares resulting from the exercise of the Warrants or the conversion of the Rights.