|
Title of Class
|
| |
Amount
|
|
|
13% Senior Secured Notes due December 10, 2026
|
| |
$243,250,000
|
|
|
Name and registered address of agent for service:
C T Corporation System 1015 15th Street N.W., Suite 1000 Washington, DC 20005 (202) 572-3100 |
| |
With copies to:
Merritt S. Johnson Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 |
|
Applicant
|
| |
Form
|
| |
Jurisdiction
|
|
AYR Wellness Inc. | | |
Corporation
|
| |
British Columbia, Canada
|
|
Ayr Wellness Canada Holdings Inc. | | |
Corporation
|
| |
Ontario, Canada
|
|
242 Cannabis, LLC | | |
Limited Liability Company
|
| |
Florida
|
|
AYR NJ LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
AYR Ohio LLC | | |
Limited Liability Company
|
| |
Ohio
|
|
AYR Wellness Holdings LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
AYR Wellness NJ, LLC | | |
Limited Liability Company
|
| |
New Jersey
|
|
BP Solutions LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Cannapunch of Nevada LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
CannTech PA, LLC | | |
Limited Liability Company
|
| |
Pennsylvania
|
|
CSAC Acquisition AZ Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition Connecticut LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
CSAC Acquisition FL Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition IL Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition IL II Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition Inc. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition MA Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition MA II Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition NJ Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition NV Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition NY Corp. | | |
Corporation
|
| |
New York
|
|
CSAC Acquisition PA Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition PA II Corp. | | |
Corporation
|
| |
Nevada
|
|
CSAC Acquisition TX Corp | | |
Corporation
|
| |
Texas
|
|
CSAC Holdings Inc. | | |
Corporation
|
| |
Nevada
|
|
CSAC LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
CSAC Ohio, LLC | | |
Limited Liability Company
|
| |
Ohio
|
|
Cultivauna, LLC d/b/a Levia | | |
Limited Liability Company
|
| |
Massachusetts
|
|
DFMMJ Investments, LLC d/b/a AYR | | |
Limited Liability Company
|
| |
Florida
|
|
DocHouse, LLC | | |
Limited Liability Company
|
| |
Pennsylvania
|
|
DWC Investments, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Eskar LLC | | |
Limited Liability Company
|
| |
Massachusetts
|
|
Green Light Holdings LLC | | |
Limited Liability Company
|
| |
Wyoming
|
|
Applicant
|
| |
Form
|
| |
Jurisdiction
|
|
Green Light Management, LLC | | |
Limited Liability Company
|
| |
Ohio
|
|
Herbal Remedies Dispensaries, LLC | | |
Limited Liability Company
|
| |
Illinois
|
|
Klymb Project Management, Inc. | | |
Corporation
|
| |
Nevada
|
|
Kynd-Strainz LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Land of Lincoln Dispensary LLC | | |
Limited Liability Company
|
| |
Illinois
|
|
Lemon Aide LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Livfree Wellness LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Mercer Strategies FL, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Mercer Strategies MA, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Mercer Strategies PA, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
PA Natural Medicine LLC | | |
Limited Liability Company
|
| |
Pennsylvania
|
|
Parker RE MA, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Parker RE PA, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Parker Solutions FL, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Parker Solutions IL, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Parker Solutions MA LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Parker Solutions NJ LLC | | |
Limited Liability Company
|
| |
New Jersey
|
|
Parker Solutions OH, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Parker Solutions PA, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Sira Naturals, Inc. | | |
Corporation
|
| |
Massachusetts
|
|
Tahoe Capital Company | | |
Corporation
|
| |
Nevada
|
|
Tahoe Hydroponics Company, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Tahoe-Reno Botanicals, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Tahoe-Reno Extractions, LLC | | |
Limited Liability Company
|
| |
Nevada
|
|
Name of Affiliate
|
| |
Jurisdiction
|
| |||
Mercer Park CB, L.P.(1) | | | | | Delaware | | |
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Executive Chair
|
|
Charles Miles | | |
Director
|
|
Louis F. Karger | | |
Director
|
|
Glenn Isaacson | | |
Director
|
|
Joyce Johnson | | |
Director
|
|
Michael Warren | | |
Director
|
|
David Goubert | | |
President and Chief Executive Officer
|
|
Brad Asher | | |
Chief Financial Officer
|
|
Jamie Mendola | | |
Head of Strategy and M&A
|
|
Anya Varga | | |
Chief People Officer
|
|
Paul Fisher | | |
Chief Transformation Officer
|
|
Name
|
| |
Office
|
|
Andy Scott | | |
Director
|
|
Paul Fisher | | |
Director
|
|
Charles Miles | | |
Director
|
|
Brad Asher | | |
Chief Financial Officer and Secretary
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Manager and President
|
|
Charles Miles | | |
Manager and Vice President
|
|
Paul Fisher | | |
Manager and Vice President
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Manager
|
|
Charles Miles | | |
Manager
|
|
Paul Fisher | | |
Manager
|
|
Name
|
| |
Office
|
|
Marla Bowie | | |
Manager and President
|
|
Joyce Johnson | | |
Manager and Vice President
|
|
Edward Miller | | |
Manager and Vice President
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director, President, Secretary and Treasurer
|
|
Charles Miles | | |
Director and Vice President
|
|
Paul Fisher | | |
Director and Vice President
|
|
Name
|
| |
Office
|
|
Brad Asher | | |
Manager
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director and President
|
|
Charles Miles | | |
Director and Treasurer
|
|
Paul Fisher | | |
Director and Secretary
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director and President
|
|
Charles Miles | | |
Director and Vice President
|
|
Paul Fisher | | |
Director and Vice President
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director, President, Secretary and Treasurer
|
|
Charles Miles | | |
Director and Vice President
|
|
Louis F. Karger | | |
Director
|
|
Paul Fisher | | |
Vice President
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director, President, Secretary and Treasurer
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Manager, President, Secretary and Treasurer
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director, President, Secretary and Treasurer of
LLC’s Sole Member |
|
Charles Miles | | |
Director and Vice President of LLC’s Sole
Member |
|
Louis F. Karger | | |
Director of LLC’s Sole Member
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Manager
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Executive Chair of Sole Member
|
|
Charles Miles | | |
Director of Sole Member
|
|
Louis F. Karger | | |
Director of Sole Member
|
|
Glenn Isaacson | | |
Director of Sole Member
|
|
Joyce Johnson | | |
Director of Sole Member
|
|
Michael Warren | | |
Director of Sole Member
|
|
David Goubert | | |
President and Chief Executive Officer of Sole
Member |
|
Brad Asher | | |
Chief Financial Officer of Sole Member
|
|
Jamie Mendola | | |
Head of Strategy and M&A of Sole Member
|
|
Anya Varga | | |
Chief People Officer of Sole Member
|
|
Paul Fisher | | |
Chief Transformation Officer of Sole Member
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director and President of Sole Member
|
|
Charles Miles | | |
Director and Treasurer of Sole Member
|
|
Paul Fisher | | |
Director and Secretary of Sole Member
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director of Sole Member
|
|
Eric Wardrop | | |
Director of Sole Member
|
|
David S. Rosenberg | | |
Director and President of Sole Member
|
|
Louis F. Karger | | |
Director, Treasurer and Secretary of Sole Member
|
|
Name
|
| |
Office
|
|
Jonathan Sandelman | | |
Director
|
|
Eric Wardrop | | |
Director
|
|
David S. Rosenberg | | |
Director and President
|
|
Louis F. Karger | | |
Director, Treasurer and Secretary
|
|
Name
|
| |
Principal Owner
of 10% or More of Voting Securities |
| |
Title of
Class Owned |
| |
Amount
Owned |
| |
Percentage
of Voting Securities Owned |
| ||||||
AYR Wellness Inc.
|
| |
Mercer Park CB, L.P.(1)
|
| |
Equity Shares
|
| | | | 36,218 | | | | | | 0.06% | | |
| | | |
Multiple Voting Shares
|
| | | | 3,677,626 | | | | | | 99.49% | | |
Name
|
| |
Principal Owner
of 10% or More of Voting Securities |
| |
Title of
Class Owned |
| |
Amount
Owned |
| |
Percentage
of Voting Securities Owned |
| ||||||
Ayr Wellness Canada Holdings Inc.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition AZ Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition IL Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition MA II Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition NJ Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition NV Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition PA Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition FL Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1,001 | | | | | | 100% | | |
CSAC Acquisition IL II Corp.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 1,001 | | | | | | 100% | | |
CSAC Acquisition PA II Corp.
|
| |
CSAC Acquisition Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition Inc.
|
| |
AYR Wellness Inc.
|
| |
Common Stock
|
| | | | 24,572,483 | | | | | | 100% | | |
CSAC Acquisition MA Corp.
|
| |
CSAC Holdings Inc.
|
| |
Common Stock
|
| | | | 1 | | | | | | 100% | | |
CSAC Acquisition NY Corp.
|
| |
CSAC Acquisition Inc.
|
| |
Common Stock
|
| | | | 100 | | | | | | 100% | | |
CSAC Acquisition TX Corp.
|
| |
CSAC Acquisition Inc.
|
| |
Common Stock
|
| | | | 100 | | | | | | 100% | | |
CSAC Holdings Inc.
|
| |
AYR Wellness Holdings LLC
|
| |
Common Stock
|
| | | | 2 | | | | | | 100% | | |
Klymb Project Management, Inc.
|
| |
CSAC Acquisition Inc.
|
| |
Common Stock
|
| | | | 1,000 | | | | | | 100% | | |
Sira Naturals, Inc.
|
| |
CSAC Acquisition Inc.
|
| |
Common Stock
|
| | | | 200 | | | | | | 100% | | |
Tahoe Capital Company
|
| |
CSAC Acquisition NV Corp.
|
| |
Common Stock
|
| | | | 1,000,000 | | | | | | 100% | | |
242 Cannabis, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
AYR NJ LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
AYR Ohio LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
AYR Wellness Holdings LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
AYR Wellness NJ, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
BP Solutions LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Cannapunch of Nevada LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
CannTech PA, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
CSAC Acquisition Connecticut LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
CSAC LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
CSAC Ohio, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Cultivauna, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
DFMMJ Investments, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
DocHouse, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
DWC Investments, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Eskar LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Green Light Holdings LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Green Light Management, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Herbal Remedies Dispensaries, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Kynd-Strainz LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Land of Lincoln Dispensary LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Lemon Aide LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Name
|
| |
Principal Owner
of 10% or More of Voting Securities |
| |
Title of
Class Owned |
| |
Amount
Owned |
| |
Percentage
of Voting Securities Owned |
| ||||||
Livfree Wellness LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Name
|
| |
Principal Owner
of 10% or More of Voting Securities |
| |
Title of
Class Owned |
| |
Amount
Owned |
| |
Percentage
of Voting Securities Owned |
| ||||||
Mercer Strategies FL, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Mercer Strategies MA, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Mercer Strategies PA, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
PA Natural Medicine LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker RE MA, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker RE PA, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker Solutions FL, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker Solutions IL, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker Solutions MA LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker Solutions NJ LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker Solutions OH, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Parker Solutions PA, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Tahoe Hydroponics Company, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Tahoe-Reno Botanicals, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Tahoe-Reno Extractions, LLC
|
| |
AYR Wellness Inc.
|
| |
Membership Interest
|
| | | | N/A | | | | | | 100% | | |
Name
|
| |
Mailing Address
|
| |
Offering
|
|
Canaccord Genuity Corp. | | |
161 Bay Street, Suite 3000
Toronto, Ontario M5J 2S1 |
| |
January 2021 Canadian public offering of an aggregate of 4,600,000 Subordinate Voting Shares, Restricted Voting Shares or Limited Voting Shares at a price of C$34.25 per share (“January 2021 Offering”)
Private placement offering of the Existing Notes (“Private Placement Offering”)
|
|
Beacon Securities Limited | | |
66 Wellington Street West, Suite 4050
Toronto, Ontario M5K 1H1 |
| |
January 2021 Offering
Private Placement Offering |
|
Echelon Wealth Partners Inc. | | |
1 Adelaide Street East, Suite 2100
Toronto, Ontario M5C 2V9 |
| | January 2021 Offering | |
Name
|
| |
Mailing Address
|
| |
Offering
|
|
Roth Canada, ULC
|
| |
130 King Street West, Suite 1909
Toronto, Ontario M5X 1E3 |
| | January 2021 Offering | |
PI Financial Corp.
|
| |
1900-666 Burrard Street
Vancouver, British Columbia V6C 3N1 |
| | January 2021 Offering | |
Seaport Global Securities LLC
|
| |
360 Madison Avenue, 21st Floor
New York, New York 10017 |
| | Private Placement Offering | |
Title of Class
|
| |
Number of Shares
Authorized |
| |
Number of Shares
Outstanding |
| ||||||
Multiple Voting Shares
|
| | | | Unlimited | | | | | | 3,696,486 | | |
Subordinate Voting Shares
|
| | | | Unlimited | | | | | | 7,036,179 | | |
Restricted Voting Shares
|
| | | | Unlimited | | | | | | 3,339,693 | | |
Limited Voting Shares
|
| | | | Unlimited | | | | | | 53,972,194 | | |
Exchangeable Shares
|
| | | | Unlimited | | | | | | 9,665,707 | | |
Treasury Stock
|
| | | | Unlimited | | | | | | (645,300) | | |
Exhibit No.
|
| |
Description
|
|
Exhibit T3A-1 | | | | |
Exhibit T3A-2 | | | | |
Exhibit T3A-3 | | | | |
Exhibit T3A-4 | | | | |
Exhibit T3A-5 | | | | |
Exhibit T3A-6 | | | | |
Exhibit T3A-7 | | | | |
Exhibit T3A-8 | | | | |
Exhibit T3A-9 | | | | |
Exhibit T3A-10 | | | | |
Exhibit T3A-11 | | | | |
Exhibit T3A-12 | | | | |
Exhibit T3A-13 | | | | |
Exhibit T3A-14 | | | | |
Exhibit T3A-15 | | | | |
Exhibit T3A-16 | | | | |
Exhibit T3A-17 | | | | |
Exhibit T3A-18 | | | | |
Exhibit T3A-19 | | | | |
Exhibit T3A-20 | | | | |
Exhibit T3A-21 | | | | |
Exhibit T3A-22 | | | | |
Exhibit T3A-23 | | | | |
Exhibit T3A-24 | | | | |
Exhibit T3A-25 | | | | |
Exhibit T3A-26 | | | | |
Exhibit T3A-27 | | | | |
Exhibit T3A-28 | | | | |
Exhibit T3A-29 | | | | |
Exhibit T3A-30 | | | | |
Exhibit T3A-31 | | | | |
Exhibit T3A-32 | | | | |
Exhibit T3A-33 | | | | |
Exhibit T3A-34 | | | |
Exhibit No.
|
| |
Description
|
|
Exhibit T3A-35 | | | | |
Exhibit T3A-36 | | | | |
Exhibit T3A-37 | | | | |
Exhibit T3A-38 | | | | |
Exhibit T3A-39 | | | | |
Exhibit T3A-40 | | | | |
Exhibit T3A-41 | | | | |
Exhibit T3A-42 | | | | |
Exhibit T3A-43 | | | | |
Exhibit T3A-44 | | | | |
Exhibit T3A-45 | | | | |
Exhibit T3A-46 | | | | |
Exhibit T3A-47 | | | | |
Exhibit T3A-48 | | | | |
Exhibit T3A-49 | | | | |
Exhibit T3A-50 | | | | |
Exhibit T3A-51 | | | | |
Exhibit T3A-52 | | | | |
Exhibit T3A-53 | | | | |
Exhibit T3A-54 | | | | |
Exhibit T3A-55 | | | | |
Exhibit T3A-56 | | | | |
Exhibit T3A-57 | | | | |
Exhibit T3A-58 | | | | |
Exhibit T3A-59 | | | | |
Exhibit T3A-60 | | | | |
Exhibit T3A-61 | | | | |
Exhibit T3A-62 | | | | |
Exhibit T3A-63 | | | | |
Exhibit T3B-1* | | | Bylaws of AYR Wellness Inc. | |
Exhibit T3B-2* | | | Bylaws of Ayr Wellness Canada Holdings Inc. | |
Exhibit T3B-3* | | | Amended and Restated Operating Agreement of 242 Cannabis, LLC | |
Exhibit T3B-4* | | | Operating Agreement of AYR NJ, LLC | |
Exhibit T3B-5* | | | Operating Agreement of AYR Ohio LLC | |
Exhibit T3B-6* | | | Operating Agreement of AYR Wellness Holdings LLC | |
Exhibit T3B-7* | | | Amended and Restated Operating Agreement of AYR Wellness NJ, LLC | |
Exhibit T3B-8* | | | Amended and Restated Operating Agreement of BP Solutions LLC | |
Exhibit T3B-9* | | | Amended and Restated Operating Agreement of Cannapunch of Nevada LLC | |
Exhibit T3B-10* | | | Amended and Restated Operating Agreement of CannTech PA, LLC | |
Exhibit T3B-11* | | | Bylaws of CSAC Acquisition AZ Corp. | |
Exhibit T3B-12* | | | Operating Agreement of CSAC Acquisition Connecticut LLC | |
Exhibit T3B-13* | | | Bylaws of CSAC Acquisition FL Corp. | |
Exhibit T3B-14* | | | Bylaws of CSAC Acquisition IL Corp. | |
Exhibit No.
|
| |
Description
|
|
Exhibit T3B-15* | | | Bylaws of CSAC Acquisition IL II Corp. | |
Exhibit T3B-16* | | | Bylaws of CSAC Acquisition Inc. | |
Exhibit T3B-17* | | | Bylaws of CSAC Acquisition MA Corp. | |
Exhibit T3B-18* | | | Bylaws of CSAC Acquisition MA II Corp. | |
Exhibit T3B-19* | | | Bylaws of CSAC Acquisition NJ Corp. | |
Exhibit T3B-20* | | | Bylaws of CSAC Acquisition NV Corp. | |
Exhibit T3B-21* | | | Bylaws of CSAC Acquisition NY Corp. | |
Exhibit T3B-22* | | | Bylaws of CSAC Acquisition PA Corp. | |
Exhibit T3B-23* | | | Bylaws of CSAC Acquisition PA II Corp. | |
Exhibit T3B-24* | | | Bylaws of CSAC Acquisition TX Corp. | |
Exhibit T3B-25* | | | Bylaws of CSAC Holdings Inc. | |
Exhibit T3B-26* | | | Operating Agreement of CSAC LLC | |
Exhibit T3B-27* | | | Operating Agreement CSAC Ohio, LLC | |
Exhibit T3B-28* | | | Amended and Restated Operating Agreement of Cultivauna, LLC | |
Exhibit T3B-29* | | | Amended and Restated Operating Agreement of DFMMJ Investments, LLC | |
Exhibit T3B-30* | | | Amended and Restated Operating Agreement of DocHouse, LLC | |
Exhibit T3B-31* | | | Second Amended and Restated Operating Agreement of DWC Investments, LLC | |
Exhibit T3B-32* | | | Amended and Restated Operating Agreement of Eskar LLC | |
Exhibit T3B-33* | | | Amended and Restated Operating Agreement of Green Light Holdings LLC | |
Exhibit T3B-34* | | | Amended and Restated Operating Agreement of Green Light Management, LLC | |
Exhibit T3B-35* | | | Amended and Restated Operating Agreement of Herbal Remedies Dispensaries, LLC | |
Exhibit T3B-36* | | | Bylaws of Klymb Project Management, Inc. | |
Exhibit T3B-37* | | | Second Amended and Restated Operating Agreement of Kynd-Strainz LLC | |
Exhibit T3B-38* | | | Operating Agreement of Land of Lincoln Dispensary LLC | |
Exhibit T3B-39* | | | Second Amended and Restated Operating Agreement of Lemon Aide LLC | |
Exhibit T3B-40* | | | Amended and Restated Operating Agreement of Livfree Wellness LLC | |
Exhibit T3B-41* | | | Operating Agreement of Mercer Strategies FL, LLC | |
Exhibit T3B-42* | | | Operating Agreement of Mercer Strategies MA, LLC | |
Exhibit T3B-43* | | | Operating Agreement of Mercer Strategies PA, LLC | |
Exhibit T3B-44* | | | Amended and Restated Operating Agreement of PA Natural Medicine LLC | |
Exhibit T3B-45* | | | Operating Agreement of Parker RE MA, LLC | |
Exhibit T3B-46* | | | Operating Agreement of Parker RE PA, LLC | |
Exhibit T3B-47* | | | Operating Agreement of Parker Solutions FL, LLC | |
Exhibit T3B-48* | | | Operating Agreement of Parker Solutions IL, LLC | |
Exhibit T3B-49* | | | Operating Agreement of Parker Solutions MA, LLC | |
Exhibit T3B-50* | | | Operating Agreement of Parker Solutions NJ LLC | |
Exhibit T3B-51* | | | Operating Agreement of Parker Solutions OH, LLC | |
Exhibit T3B-52* | | | Operating Agreement of Parker Solutions PA, LLC | |
Exhibit T3B-53* | | | Amended and Restated Bylaws of Sira Naturals, Inc. | |
Exhibit T3B-54* | | | Amendment No. 1 to the Amended and Restated Bylaws of Sira Naturals, Inc. | |
Exhibit T3B-55* | | | Bylaws of Tahoe Capital Company | |
Exhibit T3B-56* | | | Amended and Restated Operating Agreement of Tahoe Hydroponics Company, LLC | |
Exhibit T3B-57* | | | Second Amended and Restated Operating Agreement of Tahoe-Reno Botanicals, LLC | |
Exhibit No.
|
| |
Description
|
|
Exhibit T3B-58* | | |
Second Amended and Restated Operating Agreement of Tahoe-Reno Extractions, LLC
|
|
Exhibit T3C* | | | Form of Amended and Restated Trust Indenture among AYR Wellness Inc., as parent guarantor, AYR Wellness Canada Holdings Inc., as issuer and Odyssey Trust Company, as Trustee | |
Exhibit T3D-1* | | | Interim Order of the Court | |
Exhibit T3D-2* | | | Final Order of the Court | |
Exhibit T3E-1* | | | Letter of Transmittal for Registered Holders of 12.50% Senior Secured Notes Due December 10, 2024 of AYR Wellness Inc. | |
Exhibit T3E-2* | | | Letter to the Shareholders of AYR Wellness Inc. | |
Exhibit T3E-3* | | | Management Information Circular of AYR Wellness Inc. and Ayr Wellness Canada Holdings Inc. for Holders of 12.50% Senior Secured Notes due December 10, 2024 to Consider a Proposed Plan of Arrangement | |
Exhibit T3F* | | | Cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3C hereto) | |
Exhibit 25.1* | | | Statement of eligibility and qualification of the Trustee on Form T-6 | |
| Attest: | | |
/s/ Brad Asher
Name:
Brad Asher
Title:
Chief Financial Officer
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Executive Chair
|
|
| Attest: | | |
/s/ Brad Asher
Name:
Brad Asher
Title:
Chief Financial Officer and Secretary
|
| | By: | | |
/s/ Charles Miles
Name:
Charles Miles
Title:
Director
|
|
| Attest: | | |
/s/ Charles Miles
Name:
Charles Miles
Title:
Manager
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Manager
|
|
| Attest: | | |
/s/ Joyce Johnson
Name:
Joyce Johnson
Title:
Manager and Vice President
|
| | By: | | |
/s/ Marla Bowie
Name:
Marla Bowie
Title:
Manager and President
|
|
| Attest: | | |
/s/ Charles Miles
Name:
Charles Miles
Title:
Director
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Director
|
|
| Attest: | | |
/s/ Paul Fisher
Name:
Paul Fisher
Title:
Vice President of Sole Member
|
| | By: | | |
/s/ Brad Asher
Name:
Brad Asher
Title:
Manager
|
|
| Attest: | | |
/s/ Paul Fisher
Name:
Paul Fisher
Title:
Vice President of Sole Member
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
President
|
|
| Attest: | | |
/s/ Paul Fisher
Name:
Paul Fisher
Title:
Vice President of Sole Member
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Manager
|
|
| Attest: | | |
/s/ Brad Asher
Name:
Brad Asher
Title:
Chief Financial Officer of Sole Member
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Executive Chair of Sole Member
|
|
| Attest: | | |
/s/ Charles Miles
Name:
Charles Miles
Title:
Director of Sole Member
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Director of Sole Member
|
|
| Attest: | | |
/s/ Louis F. Karger
Name:
Louis F. Karger
Title:
Director of Sole Member
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Director of Sole Member
|
|
| Attest: | | |
/s/ Louis F. Karger
Name:
Louis F. Karger
Title:
Director
|
| | By: | | |
/s/ Jonathan Sandelman
Name:
Jonathan Sandelman
Title:
Director
|
|