Ayr Wellness Inc. - Warrants

Each Warrant is exercisable to purchase one Subordinate Voting Share at a price of C$11.50 per share, subject to certain adjustments. The Warrants expire on May 24, 2024, and Ayr may accelerate such expiry (except with respect to Warrants held by Mercer Park CB, L.P., the sponsor of CSAC) by providing 30 days’ notice in the event that the closing price of the Subordinate Voting Shares equals or exceeds C$18.00 (as may adjusted in accordance with the terms thereof) for any 20 trading days within a 30-day trading period, in which case the expiry date shall be the date which is 30 days following the date on which such notice is provided.