Ayr Strategies Inc. - Subordinate Voting Shares

Ayr is a vertically-integrated cannabis company in the United States focused on recreational and wellness applications, with an initial anchor portfolio of vertically-integrated operations in the Eastern and Western United States.

Investor Note: In addition to the 15,879,773 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, (b) 1,233,595 reserved for issuance pursuant to certain make-whole provisions in certain share purchase agreements to which Ayr is a party, assuming a C$7.15 Subordinate Voting Share market price, and (c) 8,373,792 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 27,125,858. 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.