Form of Exchange Agreement November [ ], 2020 Tilray, Inc. 1100 Maughan Rd. Nanaimo, BC, Canada V9X 1J2 Re: Exchange of 5.00% Convertible Senior Notes due 2023 for Class 2 Common Stock Ladies and Gentlemen: This Exchange

Form of Exchange Agreement

Nanaimo, BC, Canada V9X 1J2

Ladies and Gentlemen:

This Exchange Agreement and the Terms

and Conditions for Exchange of Securities, attached hereto as Exhibit A (the Terms and Conditions and, together with this Exchange Agreement, the Agreement ), is made as of the date

hereof between Tilray, Inc. (the Company ) and the Investor (as defined below).

WHEREAS, the Company and the Investor desire

to exchange (the Exchange ) certain 5.00% Convertible Senior Notes due 2023, CUSIP 88688T AB6 (the Notes ) issued by the Company and held by the Investor for shares of the Company s Class 2 Common Stock,

par value $0.0001 per share (the Common Stock ); and

WHEREAS, the Company desires to repurchase from each Exchanging Investor, and each

Exchanging Investors desire to sell to the Company, the Notes for a purchase price equal to [ ]% of the principal amount thereof plus accrued and unpaid interest and in respect thereof, the Company desires to issue to each

Exchanging Investor, Shares (as defined below) valued at $[ ] per share based on the Company s closing stock price on The Nasdaq Global Select Market on November [ ],

The undersigned investor (the Investor ), for itself and on behalf of the beneficial owners listed on

Exhibit B.1 hereto ( Accounts ) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes, an Exchanging Investor ),

hereby agrees to exchange, with Tilray, Inc. (the Company ), certain Notes for shares of the Company s Common Stock. The Investor understands that the Exchange is being made without registration of the offer or sale

of the Shares under the Securities Act of 1933, as amended (the Securities Act ), or any securities laws of any state of the United States or of any other jurisdiction and that the Shares are being offered only to institutional

accredited investors within the meaning of Rule 501 of Regulation D under the Securities Act that are also qualified institutional buyers within the meaning of Rule 144A under the Securities Act, pursuant to a

private placement exemption from registration under Section 4(a)(2) of the Securities Act. The Company intends for the shares of Common Stock to be issued in the Exchange will not be restricted securities under Rule 144 under

Subject to the terms and conditions of this Agreement, the Investor hereby agrees to exchange, and cause the other Exchanging

Investors to exchange, an aggregate principal amount of the Notes set forth on Exhibit B.1 hereto (the Exchanged Notes ) for (a) a number of shares per $1,000 principal amount of such Exchanged Notes equal to the

product of [ ]% of $1,000 divided by $[ ] (such number of shares of Common Stock in respect of all Exchanged Notes for each Exchanging Investor, the Exchange

Shares ) and (b) a number of shares of Common Stock in respect of accrued and unpaid interest equal to the product of accrued and unpaid interest on the Exchanged Notes to, but excluding, the Closing Date (as defined below), divided

by $[ ] (the Accrued Interest Shares and, together with the Exchange Shares, the Shares ), and the Company agrees to deliver the Shares on the Closing Date to

each Exchanging Investor in exchange for such Exchanged Notes.

At or prior to the times set forth in Exhibit B.2 hereto (the Exchange

Procedures ), the Investor shall cause the Exchanged Notes to be delivered by book entry transfer through the facilities of The Depository Trust Company ( DTC ) to GLAS Trust Company LLC, in its capacity as trustee of the

Notes (in such capacity, the Trustee ), for the account/benefit of the Company for cancellation as instructed in the Exchange Procedures and on the Closing Date, subject to satisfaction of the conditions precedent specified in

Section 5 of the Terms and Conditions and the prior receipt by the Trustee from the Investor of the Exchanged Notes, the Company shall deliver the Shares to the DTC account to the account specified by the Investor for each relevant Exchanging

Investor in Exhibit B.1 as set forth in the Terms and Conditions.

Subject to the terms and conditions of this Agreement, the

Investor hereby, for itself and on behalf of its Accounts, (a) waives any and all other rights with respect to such Exchanged Notes and (b) releases and discharges the Company from any and all claims the undersigned and its Accounts may

now have, or may have in the future, arising out of, or related to, such Exchanged Notes.

Each of the provisions of the Terms and Conditions is

incorporated herein by reference in its entirety, and shall be deemed to be a part of this Exchange Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations, warranties, and agreements set

forth therein shall be deemed to have been made at and as of the date of this Exchange Agreement. Unless otherwise defined herein, terms defined in the Terms and Conditions are used herein as therein defined.

This Agreement constitutes the entire agreement between the Company and the Investor with respect to the subject matters hereof. This Exchange Agreement may

be executed by one or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to

constitute one and the same instrument. Delivery of an executed signature page of this Exchange Agreement by facsimile or other transmission (e.g., pdf or tif format) shall be effective as delivery of a

manually executed counterpart hereof.

[SIGNATURE PAGE FOLLOWS]

If the foregoing correctly sets forth your understanding as to the matters set forth herein, please indicate

your acceptance thereof in the space provided below for that purpose and deliver a copy to the undersigned, whereupon this Agreement shall constitute a binding agreement between the Company and the Investor.

Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by

signing in the space provided below for that purpose.

Terms and Conditions for Exchange of Securities

Each of Tilray, Inc. a Delaware corporation (the Company ), and the undersigned (the Investor ), for

itself and on behalf of the beneficial owners listed on Exhibit B.1 to the Exchange Agreement for whom the Investor holds contractual and investment authority (together with the Investor, the Exchanging

Investors ), hereby confirms its agreement pursuant to that certain exchange agreement, dated as of the date hereof (the Exchange Agreement ), to which these Terms and Conditions for Exchange of Securities (the

Terms and Conditions ) are attached as Exhibit A, as set forth in these Terms and Conditions and in the Exchange Agreement (together, this Agreement ) relating to the exchange of the

Exchanged Notes for the Shares as set forth in this Agreement. Capitalized terms used but not defined in the Terms and Conditions have the meanings set forth in the Exchange Agreement.

1. Exchange Consideration; Exchange. On the basis of the representations, warranties and agreements herein contained and

subject to the terms and conditions herein set forth, the Investor hereby agrees to exchange, and to cause the other Exchanging Investors to exchange an aggregate principal amount of the Notes set forth on Exhibit B.1 to the Exchange

Agreement (the Exchanged Notes ) for the Shares, as set forth on Exhibit B.1 to the Exchange Agreement.

avoidance of doubt, no cash will be paid to any Exchanging Investor in respect of fractional shares.

The Exchange shall occur in

accordance with the Exchange Procedures; provided that each of the Company and the Investor acknowledges that the delivery of the Exchanged Notes for withdrawal through the Deposits and Withdrawal at Custodian ( DWAC )

program through the DTC or the delivery of the Shares to any Exchanging Investor may be delayed due to procedures and mechanics within the system of the DTC or The Nasdaq Global Select Market ( NASDAQ ) (including the procedures and

mechanics regarding the listing of the Shares on NASDAQ) and that such a delay will not be a default under this Agreement so long as (i) the Investor and/or the Company, as the case may be, is using its reasonable best efforts to effect such

delivery, and (ii) such delay is no longer than three business days; provided, further, that no delivery of Shares will be made until such Exchanged Notes have been properly submitted for withdrawal through the DWAC program in

accordance with this Agreement, and no accrued interest will be payable by reason of any delay in making such delivery; provided, further, that for the avoidance of doubt, the Company shall deliver the Shares upon confirmation by the

Investor to the Company that it has submitted the DWAC withdrawal for the Exchanged Notes.

The cancellation of the Exchanged Notes shall

be effected through the DWAC program in accordance with the customary procedures of the Trustee.

closing of the Exchange (the Closing ) will take place at the offices of Cooley LLP at 10 a.m., New York City time, on November [ ], 2020 (the Closing Date ) or at such other time and

place as the Company and the Investor may mutually agree.

3. Representations and Warranties and Covenants of the Company.

As of the date hereof and the Closing, the Company represents and warrants to, and covenants with, the Exchanging Investors that:

(a) The Company is duly incorporated and validly

existing under the laws of Delaware, with full power and authority to conduct its business as it is currently being conducted and to own its assets.

(b) The Company has full power and authority to enter into this Agreement and perform all obligations

required to be performed by the Company hereunder.

(c) This Agreement has been duly authorized,

executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, fraudulent

conveyance, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in

(d) The execution of this Agreement by the Company and the consummation by the

Company of the transactions contemplated hereby (i) does not require the consent, approval, authorization, order, registration or qualification of, or filing with, any governmental authority,

non-governmental regulatory authorities (including NASDAQ, other than the filing with NASDAQ of a Listing of Additional Shares notification (the LAS ), which the Company will so file prior to

the issuance of Shares on the Closing Date), or court, or body or arbitrator having jurisdiction over the Company (except as may be required under the securities or Blue Sky laws of the various states); and (ii) does not and will not constitute

or result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, or with the Company s Certificate of

Incorporation or by-laws, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator,

mediator or similar body on the part of the Company or on the part of any other party thereto or cause the acceleration or termination of any obligation or right of the Company or any other party thereto.

(e) The Shares have been duly reserved for issuance and, when issued, delivered and paid for in the

manner set forth in this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights, other than any rights that

have been complied with or waived.

(f) (i) Assuming the accuracy of the

representations and warranties of the Investor set forth in this Agreement, the issuance of the Shares pursuant to this Agreement are exempt from the registration requirements of the Securities Act and the Shares will not be subject to restrictions

on transfer under the Securities Act (and will not have any restrictive legends on such certificates or book-entry notations representing such Shares).

(ii) Assuming the accuracy of the representations and warranties of the Investor set forth in this

Agreement, the Exchange Notes (and the shares of Common Stock issuable upon conversion thereof) and the Accrued Interest Shares, when issued pursuant to this Agreement, will not be restricted securities as defined in Rule 144 under the

(g) (A) As of the date hereof, (x) the

Company is not aware of any material non-public information regarding the Company, other than any material non-public information relating to the Exchange, and

(y) all reports and other documents filed by the Company with the Securities and Exchange Commission (the SEC ) pursuant to the Securities Exchange Act of 1934, as amended, since January 1, 2020 when considered as a whole

(with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be

stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, other than, any material facts with respect to information regarding the Exchange, the Information (as defined

below) or any information referred to in the wall-crossing email referenced in Section 4(y) below and (B) the Company hereby agrees to publicly disclose on or before 9:00 a.m., New York City time, on the

first business day after the date hereof, the Exchange as contemplated by this Agreement in a press release; provided that (i) if the Exchange does not take place and (ii) the Company believes, in good faith, that there is no legal

requirement to publicly disclose information about the Exchange, no press release will be required; provided, further that the Company shall provide the Investor and its counsel an opportunity to review and comment on the press release

prior to its release; provided, further that if the Investor is named in such press release, such press release shall be in a form mutually agreed upon between the Company and the Investor. For the avoidance of doubt, the Company