0001193125-18-219032 Sample Contracts

•] Shares TILRAY, INC. Class 2 Common Stock, par value U.S.$0.0001 per share

u.s. Underwriting Agreement • July 17th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • New York

• Contract Type
  u.s. Underwriting Agreement
• Filed
  July 17th, 2018
• Company
  Tilray, Inc.
• Industry
  Medicinal chemicals & botanical products
• Jurisdiction
  New York

TILRAY, INC. CLASS 2 COMMON STOCK, PAR VALUE U.S. $0.0001 PER SHARE CANADIAN UNDERWRITING AGREEMENT

Canadian Underwriting Agreement • July 17th, 2018 • Tilray, Inc. • Medicinal chemicals & botanical products • British Columbia

• Contract Type
  Canadian Underwriting Agreement
• Filed
  July 17th, 2018
• Company
  Tilray, Inc.
• Industry
  Medicinal chemicals & botanical products
• Jurisdiction
  British Columbia

BMO Nesbitt Burns Inc. (the “Representative”), together with Eight Capital (and together with the Representative, the “Underwriters”, and each individually, an “Underwriter”), understand that Tilray, Inc., a Delaware corporation (the “Corporation”), proposes to issue and sell to the Underwriters ● shares (the “Firm Shares”) of Class 2 common stock, par value U.S. $0.0001 per share, in the capital of the Corporation (“Subordinate Voting Shares”) which Firm Shares and any Optional Shares (as defined below) shall have the material attributes described in and contemplated by the Final Base PREP Prospectus (as defined below).