Canadian Underwriting Agreement Sample Contracts

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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

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).

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