Ayr Wellness Inc 6-K, filed Feb 22, 2024

Ayr Wellness Inc. (AYRWF)

6-K 2024-02-22 For: 2024-02-21

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Added on April 07, 2026

About this 6-K

Ayr Wellness Inc filed this 6-K on February 22, 2024.

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		AYR WELLNESS INC.
		(Registrant)

Date:	February 22, 2024	By:	/s/ Brad Asher
		Name:	Brad Asher
		Title:	Chief Financial Officer

99.1	Amended and Restated Trust Indenture dated February 7, 2024
99.2	Warrant Agency Agreement dated February 7, 2024
99.3	Material Change Report dated February 20, 2024

Trust Indenture Act Section	Indenture Section

Section 310(a)(1)	11.1
(a)(2)	11.1
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)	11.1
(b)	11.2, 11.3
Section 311(a)	11.22
(b)	11.22
Section 312(a)	4.6
(b)	4.10
(c)	4.6
Section 313(a)	11.4
(b)	11.4
(c)	11.4
(d)	11.4
Section 314(a)	6.5
(a)(4)	7.20
(b)	11.23
(c)(1)	11.6
(c)(2)	11.6
(c)(3)	11.6
(d)	11.24
(e)	11.6
(f)	Not applicable
Section 315(a)	11.5
(b)	7.13
(c)	11.4
(d)	11.4
(e)	7.15
Section 316(a)	Not applicable
(a)(1)(A)	7.12
(a)(1)(B)	12.1
(a)(2)	Not applicable
(b)	7.8
(c)	11.25
Section 317(a)(1)	7.3
(a)(2)	7.4
(b)	2.6
Section 318(a)	1.15

ARTICLE 1 INTERPRETATION		7
1.1	Definitions	7
1.2	Meaning of “Outstanding”	38
1.3	Interpretation	38
1.4	Headings, Etc.	39
1.5	Statute Reference	39
1.6	Day not a Business Day	39
1.7	Applicable Law	39
1.8	Monetary References	39
1.9	Invalidity, Etc.	39
1.10	Language	39
1.11	Successors and Assigns	40
1.12	Benefits of Indenture	40
1.13	Accounting Terms; Changes in US GAAP	40
1.14	Interest Act (Canada)	41
1.15	Conflict with Trust Indenture Act	41
ARTICLE 2 THE NOTES		41
2.1	Issue and Designation of Notes; Ranking	41
2.2	Issuance in Series	41
2.3	Form of Notes	43
2.4	Execution, Authentication and Delivery of Notes	45
2.5	Registrar and Paying Agent	46
2.6	Paying Agent to Hold Money in Trust	46
2.7	Book Entry Only Notes, DRS Advice	46
2.8	Global Notes	47
2.9	Interim Notes	48
2.10	Mutilation, Loss, Theft or Destruction	48
2.11	Concerning Interest	49
2.12	Payments of Amounts Due on Maturity	50
2.13	Legends on Notes	51
2.14	Payment of Interest	52
2.15	Record of Payment	53
2.16	Representation Regarding Third Party Interest	53
ARTICLE 3 TERMS OF THE 2026 NOTES		53
3.1	[Reserved]	53
3.2	Creation and Designation of the 2026 Notes	53
3.3	Aggregate Principal Amount	54
3.4	Authentication	54
3.5	Date of Issue and Maturity	54

3.6	Interest	54
3.7	Optional Redemption	55
3.8	Use of Proceeds	55
3.9	Mandatory Redemption and Market Purchases	55
3.10	Form and Denomination of the 2026 Notes	56
3.11	Currency of Payment	56
3.12	Additional Amounts	56
3.13	Appointment	58
3.14	Inconsistency	58
3.15	Reference to Principal, Premium, Interest, etc.	58
3.16	Merger, Amalgamation or Winding up of Ayr Wellness Holdings	58
ARTICLE 3.1 TERMS OF THE 2024 NOTES		58
3.1.1	Amendment and Designation of the 2024 Notes	58
3.1.2	Aggregate Principal Amount	59
3.1.3	Appointment	59
3.1.4	Form and Denomination	59
3.1.5	Interest and Ranking	59
3.1.6	Date of Issue and Maturity	59
3.1.7	Currency of Payment	59
3.1.8	Restrictions on 2024 Notes	59
ARTICLE 4 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP		60
4.1	Register of Certificated Notes	60
4.2	Global Notes	60
4.3	Transferee Entitled to Registration	62
4.4	No Notice of Trusts	62
4.5	Registers Open for Inspection	62
4.6	Issuer to Furnish Trustee Names and Addresses of Holders	62
4.7	Transfers and Exchanges of Notes	63
4.8	Charges for Registration, Transfer and Exchange	66
4.9	Ownership of Notes	67
4.10	Communications to Holders	67
4.11	Cancellation and Destruction	67
ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES		68
5.1	Redemption of Notes	68
5.2	Places of Payment	68
5.3	Partial Redemption	68
5.4	Notice of Redemption	69
5.5	Qualified Redemption Notice	70
5.6	Notes Due on Redemption Dates	70
5.7	Deposit of Redemption Monies	70
5.8	Failure to Surrender Notes Called for Redemption	71

5.9	Cancellation of Notes Redeemed	71
5.10	Purchase of Notes for Cancellation	71
ARTICLE 6 COVENANTS OF THE ISSUER		72
6.1	Payment of Principal, Premium, and Interest	72
6.2	Existence	72
6.3	Payment of Taxes and Other Claims	73
6.4	Keeping of Books	73
6.5	Provision of Reports and Financial Statements	73
6.6	Financial Covenants	74
6.7	Registration	75
6.8	Liens	75
6.9	Restricted Payments	75
6.10	Incurrence of Indebtedness	79
6.11	Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries	82
6.12	Transactions with Affiliates	85
6.13	Business Activities	87
6.14	Repurchase at the Option of Holders – Change of Control	87
6.15	Repurchase at the Option of Holders – Asset Sales	89
6.16	Payments for Consent	91
6.17	Post Closing Covenant	91
6.18	Future Guarantees	92
6.19	Repurchase at the Option of Holders – Exercise of Warrants	92
ARTICLE 7 DEFAULT AND ENFORCEMENT		93
7.1	Events of Default	93
7.2	Acceleration of Maturity; Rescission, Annulment and Waiver	96
7.3	Collection of Indebtedness and Suits for Enforcement by Trustee	98
7.4	Trustee May File Proofs of Claim	99
7.5	Trustee May Enforce Claims Without Possession of Notes	99
7.6	Application of Monies by Trustee	99
7.7	No Suits by Holders	100
7.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	101
7.9	Restoration of Rights and Remedies	101
7.10	Rights and Remedies Cumulative	101
7.11	Delay or Omission Not Waiver	101
7.12	Control by Holders	102
7.13	Notice of Event of Default	102
7.14	Waiver of Stay or Extension Laws	102
7.15	Undertaking for Costs	102
7.16	Judgment Against the Issuer	103
7.17	Immunity of Officers and Others	103
7.18	Notice of Payment by Trustee	103

7.19	Trustee May Demand Production of Notes	103
7.20	Statement by Officers	103
7.21	Cure Right	104
ARTICLE 8 DISCHARGE AND DEFEASANCE		104
8.1	Satisfaction and Discharge	104
8.2	Option to Effect Discharge, Legal Defeasance or Covenant Defeasance	105
8.3	Legal Defeasance and Discharge	105
8.4	Covenant Defeasance	106
8.5	Conditions to Legal or Covenant Defeasance	106
8.6	Application of Trust Funds	107
8.7	Repayment to the Issuer	108
8.8	Continuance of Rights, Duties and Obligations	108
ARTICLE 9 MEETINGS OF HOLDERS		109
9.1	Purpose, Effect and Convention of Meetings	109
9.2	Notice of Meetings	109
9.3	Chair	110
9.4	Quorum	111
9.5	Power to Adjourn	111
9.6	Voting	111
9.7	Poll	111
9.8	Proxies	112
9.9	Persons Entitled to Attend Meetings	112
9.10	Powers Cumulative	112
9.11	Minutes	112
9.12	Instruments in Writing	113
9.13	Binding Effect of Resolutions	113
9.14	Evidence of Rights of Holders	113
ARTICLE 10 SUCCESSORS TO THE ISSUER AND THE RESTRICTED SUBSIDIARIES		113
10.1	Merger, Consolidation or Sale of Assets	113
10.2	Vesting of Powers in Successor	115
ARTICLE 11 CONCERNING THE TRUSTEE		116
11.1	Corporate Trustee Required; Eligibility	116
11.2	No Conflict of Interest	116
11.3	Replacement of Trustee	116
11.4	Rights and Duties of Trustee	118
11.5	Reliance Upon Declarations, Opinions, etc.	120
11.6	Evidence and Authority to Trustee, Opinions, etc.	121
11.7	Officers’ Certificates Evidence	122
11.8	Experts, Advisers and Agents	122

11.9	Trustee May Deal in Notes	123
11.10	Investment of Monies Held by Trustee	123
11.11	Trustee Not Ordinarily Bound	124
11.12	Trustee Not Required to Give Security	124
11.13	Trustee Not Bound to Act on Issuer’s Request	124
11.14	Conditions Precedent to Trustee’s Obligations to Act Hereunder	124
11.15	Authority to Carry on Business	125
11.16	Compensation and Indemnity	125
11.17	Acceptance of Trust	125
11.18	Anti-Money Laundering	126
11.19	Privacy	126
11.20	Subordination Agreements	127
11.21	Knowledge of Trustee	127
11.22	Preferential Collection of Claims Against Issuer	127
11.23	Evidence of Recording of Indenture	128
11.24	Certificates of Fair Value	128
11.25	Acts of Holders; Record Dates	128
ARTICLE 12 AMENDMENT, SUPPLEMENT AND WAIVER		128
12.1	Ordinary Consent	128
12.2	Special Consent	129
12.3	Without Consent	130
12.4	Form of Consent	131
12.5	Supplemental Indentures	131
ARTICLE 13 GUARANTEES AND SECURITY		132
13.1	Issuance of Guarantees	132
13.2	Release of Guarantees	133
13.3	Security	133
13.4	Further Assurances	134
13.5	After Acquired Collateral	134
13.6	Release of Security	134
ARTICLE 14 NOTICES		135
14.1	Notice to Issuer	135
14.2	Notice to Holders	135
14.3	Notice to Trustee	136
14.4	Mail Service Interruption	136
ARTICLE 15 MISCELLANEOUS		136
15.1	Copies of Indenture	136
15.2	Force Majeure	136
15.3	Waiver of Jury Trial	137

ARTICLE 16 EXECUTION AND FORMAL DATE		137
16.1	Execution	137
16.2	Formal Date	137

Fiscal Quarter End		Consolidated Net Leverage Ratio
September 30, 2024		4.65:1.00
December 31, 2024		4.35:1.00
March 31, 2025		4.30:1.00
June 30, 2025		4.20:1.00
September 30, 2025		4.10:1.00
December 31, 2025		3.95:1.00
March 31, 2026		3.90:1.00
June 30, 2026		3.55:1.00
September 30, 2026		3.50:1.00

	(b)	employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and

		any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Issuer.

	AYR WELLNESS INC.

	Per:	(Signed) “Brad Asher”
	Name:	Brad Asher
	Title:	Chief Financial Officer

	AYR WELLNESS CANADA HOLDINGS INC.

	Per:	(Signed) “Brad Asher”
	Name:	Brad Asher
	Title:	Chief Financial Officer

	TRUSTEE:

	ODYSSEY TRUST COMPANY

	Per:	(Signed) "Dan Sander"
	Name:	Dan Sander
	Title:	President, Corporate Trust

	Per:	(Signed) "Rachel Wales"
	Name:	Rachel Wales
	Title:	Director, Corporate Trust

Date of Registration	In Whose Name Registered	Signature of Trustee or Registrar

Address of Transferee:
	(Street Address, City, Province and Postal Code)

¨	(A)	the transfer is being made to the Issuer;

¨	(B)	the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Appendix B to the Indenture, or

¨	(C)	the transfer is being made in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Issuer and the Trustee an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Issuer to such effect.


Authorized Officer		Signature of transferring registered holder


Name of Institution

Date of Registration	In Whose Name Registered	Signature of Trustee or Registrar

	X

	Signature of individual (if Seller is an individual)

	X

	Authorized signatory (if Seller is not an individual)

	Name of Seller (please print)

	Name of authorized signatory (please print)

	Official capacity of authorized signatory (please print)

ODYSSEY TRUST COMPANY, as Trustee			TRUSTEE’S ADDRESS:

By:			Odyssey Trust Company Attention of:
Name:			E-mail:
Title:			Facsimile No.:

[ ], as Subordinated Creditor			SUBORDINATED CREDITOR’S ADDRESS:

By:			[●]
Name:			Attention of:
Title:			E-mail:
			Facsimile No.:

GUARANTORS:

242 CANNABIS, LLC AYR NJ, LLC
AYR OHIO LLC
AYR WELLNESS HOLDINGS LLC AYR WELLNESS NJ, LLC
BP SOLUTIONS LLC CANNAPUNCH OF NEVADA LLC CANNTECH PA, LLC
CSAC ACQUISITION AZ CORP.
CSAC ACQUISITION CONNECTICUT LLC CSAC ACQUISITION FL CORP.
CSAC ACQUISITION IL CORP. CSAC ACQUISITION IL II CORP. CSAC ACQUISITION INC.
CSAC ACQUISITION MA CORP. CSAC ACQUISITION MA II CORP. CSAC ACQUISITION NJ CORP. CSAC ACQUISITION NV CORP. CSAC ACQUISITION NY CORP. CSAC ACQUISITION PA CORP. CSAC ACQUISITION PA II CORP. CSAC ACQUISITION TX CORP. CSAC HOLDINGS INC. CULTIVAUNA, LLC
DFMMJ INVESTMENTS, LLC DOCHOUSE, LLC
DWC INVESTMENTS, LLC ESKAR LLC

	By:	(Signed) "Brad Asher"
		Name: Brad Asher
		Title: Authorized Signatory

GREEN LIGHT HOLDINGS LLC
GREEN LIGHT MANAGEMENT, LLC
HERBAL REMEDIES DISPENSARIES, LLC
KLYMB PROJECT MANAGEMENT, INC.
KYND-STRAINZ LLC
LEMON AIDE LLC
LIVFREE WELLNESS LLC
PA NATURAL MEDICINE LLC
SIRA NATURALS, INC.
TAHOE CAPITAL COMPANY
TAHOE HYDROPONICS COMPANY LLC
TAHOE-RENO BOTANICALS, LLC
TAHOE-RENO EXTRACTIONS, LLC

	By:	(Signed) "Brad Asher"
		Name: Brad Asher
		Title: Authorized Signatory

AYR WELLNESS INC.

	By:	(Signed) "Brad Asher"
		Name: Brad Asher
		Title: Chief Financial Officer

PARKER SOLUTIONS FL, LLC

By: CSAC ACQUISITION FL CORP., as its sole member

	By:	(Signed) "Brad Asher"
		Name: Brad Asher
		Title: Authorized Signatory

CSAC OHIO, LLC
MERCER STRATEGIES FL, LLC
MERCER STRATEGIES PA, LLC
PARKER RE MA, LLC
PARKER RE PA, LLC
PARKER SOLUTIONS IL, LLC
PARKER SOLUTIONS NJ LLC
PARKER SOLUTIONS OH, LLC
PARKER SOLUTIONS PA, LLC

By: CSAC ACQUISITION INC., as its sole member

	By:	(Signed) "Brad Asher"
		Name: Brad Asher
		Title: Authorized Signatory

MERCER STRATEGIES MA, LLC

By: CSAC ACQUISITION MA II CORP., as its sole member

	By:	(Signed) "Brad Asher"
		Name: Brad Asher
		Title: Authorized Signatory

LAND OF LINCOLN DISPENSARY LLC

PARKER SOLUTIONS MA, LLC

By: SIRA NATURALS, INC., as its sole member

	By:	(Signed) "Brad Asher"
		Name: Brad Asher
		Title: Authorized Signatory

Guarantor	Secured Party	Initial Filing Number / Filing Date
242 Cannabis, LLC	Robert Reiser & Co., Inc.	202002453096 06/23/2020
242 Cannabis, LLC	Needham Bank	202301858012 07/07/2023
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	55841634 03/28/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56260452 10/28/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56209684 09/30/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56209662 09/30/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56135251 08/17/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56090693 07/21/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	55940476 05/06/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56353723 12/22/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	55928885 05/03/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56053542 06/30/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56321920 12/05/2022
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56528961 04/11/2023
Ayr Wellness NJ, LLC	Xtraction Services, Inc.	56153503 08/29/2022
Ayr Wellness NJ, LLC	Elk Spring Partners LLC	57032681 8672306

Article 1 INTERPRETATION		2

Section 1.1	Definitions	2
Section 1.2	Meaning of “Outstanding” for Certain Purposes	7
Section 1.3	Certain Rules of Interpretation	8
Section 1.4	Interpretation not Affected by Headings, etc.	9
Section 1.5	Applicable Law	9
Section 1.6	Language Clause	9
Section 1.7	Day Not A Business Day	9
Section 1.8	Conflict	9
Section 1.9	Time Of The Essence	9
Section 1.10	Currency	9
Section 1.11	Severability	10
Section 1.12	Schedules	10

Article 2 ISSUE OF WARRANTS		10

Section 2.1	Creation and Issue of Warrants	10
Section 2.2	Terms of Warrants	10
Section 2.3	Holder Not A Shareholder	11
Section 2.4	Fractions of Warrants	11
Section 2.5	Form of Warrants, Certificated Warrants	11
Section 2.6	Book Entry (Non-Certificated Inventory) Warrants	13
Section 2.7	Register for Warrants	15
Section 2.8	Issue in Substitution for Lost Warrant Certificate	15
Section 2.9	Transfer and Ownership of Warrants	16
Section 2.10	Transferee Entitled to Registration	17
Section 2.11	Ownership of Warrants	17
Section 2.12	Exchange of Warrant Certificates	18
Section 2.13	Restrictions and Transfers under United States Securities Laws	18

Article 3 EXERCISE OF WARRANTS		20

Section 3.1	Rights of Exercise of Warrants	20
Section 3.2	Method of Exercise of Warrants	20
Section 3.3	Arrangement	21
Section 3.4	Effect of Exercise of Warrants	22
Section 3.5	Partial Exercise of Warrants	22

Section 3.6	Cancellation of Warrants	22
Section 3.7	Warrants Void after the Expiry Time	23
Section 3.8	Accounting and Recording	23
Section 3.9	Securities Restrictions	23
Section 3.10	Restrictions on Exercise under United States Securities Laws	23

Article 4 ADJUSTMENTS		24

Section 4.1	Adjustment upon Share Reorganization or Capital Reorganization	24
Section 4.2	Adjustment upon Rights Offering	26
Section 4.3	Adjustment to Exercise Price and Extraordinary Dividend Threshold	28
Section 4.4	Entitlement to Shares and Other Securities on Exercise of Warrants	29
Section 4.5	No Adjustment for Stock Options, Issuances Below Exercise Prices, etc.	29
Section 4.6	Determination by Corporation’s Auditors	29
Section 4.7	Proceedings Prior to Any Action Requiring Adjustment	29
Section 4.8	Action Requiring Adjustment	30
Section 4.9	Certificate of Adjustment	30
Section 4.10	Notice of Special Matters	30
Section 4.11	No Action after Notice	30
Section 4.12	Protection of Warrant Agent	31
Section 4.13	Adjustments Cumulative	31
Section 4.14	Participation by Holder	31

Article 5 PURCHASES BY THE CORPORATION		32

Section 5.1	Optional Purchase by the Corporation	32

Article 6 COVENANTS OF THE CORPORATION		32

Section 6.1	Issuance of Shares	32
Section 6.2	To Pay Warrant Agent Remuneration and Expenses	33
Section 6.3	To Perform Covenants	34
Section 6.4	Warrant Agent May Perform Covenants	34

Article 7 ENFORCEMENT		34

Section 7.1	Suits by Holders of Warrants	34
Section 7.2	Suits by the Corporation	34
Section 7.3	Immunity of Shareholders, etc.	34
Section 7.4	Limitation of Liability	35
Section 7.5	Waiver of Default	35

Article 8 SUCCESSOR CORPORATIONS		35

Section 8.1	Certain Requirements	35
Section 8.2	Vesting Of Powers in Successor	36

Article 9 MEETINGS OF HOLDERS OF WARRANTS		36

Section 9.1	Right to Convene Meetings	36
Section 9.2	Notice of Meetings	36
Section 9.3	Chairman	36
Section 9.4	Quorum	37
Section 9.5	Power to Adjourn	37
Section 9.6	Show Of Hands	37
Section 9.7	Poll	37
Section 9.8	Voting	37
Section 9.9	Regulations	38
Section 9.10	Corporation and Warrant Agent May Be Represented	38
Section 9.11	Powers Exercisable By Extraordinary Resolution	39
Section 9.12	Meaning of “Extraordinary Resolution”	40
Section 9.13	Powers Cumulative	40
Section 9.14	Minutes	40
Section 9.15	Instruments in Writing	41
Section 9.16	Binding Effect of Resolutions	41
Section 9.17	Holdings by Corporation and its Subsidiaries Disregarded	41

Article 10 NOTICES		41

Section 10.1	Notice to the Corporation and the Warrant Agent	41
Section 10.2	Notice to Holders of Warrants	42
Section 10.3	Mail Service Information	43

Article 11 CONCERNING THE WARRANT AGENT		43

Section 11.1	No Conflict of Interest	43
Section 11.2	Replacement of Warrant Agent	43
Section 11.3	Evidence, Experts and Advisers	44
Section 11.4	Warrant Agent May Deal in Securities	45
Section 11.5	Warrant Agent Not Ordinarily Bound	45
Section 11.6	Warrant Agent Not Required To Give Security	45
Section 11.7	Warrant Agent Not Required To Give Notice of Default	45

Section 11.8	Acceptance of Appointment	45
Section 11.9	Duties of Warrant Agent	46
Section 11.10	Actions by Warrant Agent	46
Section 11.11	Protection of Warrant Agent	47
Section 11.12	Indemnification of the Warrant Agent	48
Section 11.13	Third Party Interests	48
Section 11.14	Not Bound To Act	48
Section 11.15	Privacy Laws	48

Article 12 SUPPLEMENTAL AGREEMENTS		49

Section 12.1	Supplemental Agreements	49

Article 13 GENERAL PROVISIONS		50

Section 13.1	Execution	50
Section 13.2	Rights of Rescission	50
Section 13.3	Force Majeure	50
Section 13.4	Satisfaction and Discharge of Agreement	51
Section 13.5	Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided	51
Section 13.6	Provisions of Agreement and Warrants for the Sole Benefit of Parties and Holders	51
Section 13.7	DRS Advices	51

	AYR WELLNESS INC.

	By:	(Signed) “Brad Asher”
		Authorized Signatory

	ODYSSEY TRUST COMPANY

	By:	(Signed) “Dan Sander”
		Authorized Signatory

	By:	(Signed) “Rachel Wales”
		Authorized Signatory

Certificate No.·
CUSIP ●
ISIN ●
		Share Purchase Warrants

Name in full	Address (include Postal Code or Zip Code)	Number of Shares


Signature Guaranteed		Signature of Registered Holder

		Name of Registered Holder


		Print name

		By:
			Signature


			Title


			(please print name of individual whose signature appears above, if different from name of Purchaser printed above)

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	)
	)
	)
	)	Signature of Transferor
	)
	)
	)
	)
	)
	)
Guarantor’s Signature/Stamp	)	Name of Transferor
	)