AYR Enters Limited Waiver Agreement with Senior Noteholders

*MIAMI —* AYR Wellness Inc., a vertically integrated U.S. multistate
cannabis operator, has entered into a Limited Waiver Agreement with the
holders of a majority of its senior secured notes.‎

The Agreement provides a temporary waiver of certain events of default
under the Company’s senior note documents, including those arising from the
Company’s previously announced delay in filing its interim financial
statements for the quarter ended March 31, 2025, and certain payment
defaults under other outstanding debt obligations (including certain of the
Company’s unsecured and/or subordinated debt obligations) should the
Company determine not to make such payments when due. The waiver is
effective through June 19, 2025, unless terminated earlier upon the
occurrence of certain specified events, including a termination event of
default should the Company make any payments otherwise due under its
unsecured and/or subordinated debt obligations.

The Company is actively engaged in ongoing negotiations with its senior
lenders and continues to assess strategic alternatives to address its
capital structure and upcoming payment obligations. The entry into the
Agreement provides the Company with additional time and flexibility to
continue these discussions and pursue its strategic objectives.

The Agreement temporarily restricts the Majority Holders from exercising
their default-related rights and remedies with respect to the specified
defaults during the waiver period. The Agreement does not constitute a
permanent waiver of any defaults or a waiver of any other rights or
remedies under the senior note documents.

AYR remains committed to operating its business in the ordinary course and
to delivering cannabis products to its patients and customers.
About AYR Wellness Inc.

AYR Wellness is a vertically integrated, U.S. multi-state cannabis
business. The Company operates simultaneously as a retailer with 90+
licensed dispensaries and a house of cannabis CPG brands. AYR is committed
to delivering high-quality cannabis products to its patients and customers
while acting as a Force for Good for its team members and the communities
that the Company serves.