UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK PATRICIA VIOLINI, Case No.: Plaintiff, v. JURY TRIAL DEMANDED TILRAY, INC., BRENDAN KENNEDY, CHRISTINE ST.CLARE, REBEKAH DOPP, MICHAEL AUERBACH, and SOREN SCHROD

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

Plaintiff, by her undersigned attorneys, for this complaint against defendants, alleges upon

personal knowledge with respect to herself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows:

1. This action concerns a proposed transaction ( Proposed Transaction ) announced on December 16, 2020,

pursuant to which Tilray, Inc. ( Tilray or the Company ) will merge with Aphria Inc. ( Aphria ).

2. On December 15, 2020, Tilray s Board of Directors (the Board or Individual Defendants )

caused the Company to enter into an arrangement agreement (the Merger Agreement ). Pursuant to the terms of the Merger Agreement, each share of Aphria common stock will be converted into approximately 0.8381 shares of Tilray common stock

(the Merger Consideration ). Upon closing of the Proposed Transaction, stockholders of Aphria will own approximately 62% of the outstanding common stock of Tilray, while stockholders of Tilray are expected to own approximately 38% of

3. On March 12, 2021, in order to convince Tilray s shareholders

to vote in favor of the Proposed Transaction, Defendants filed a materially incomplete and misleading preliminary proxy statement (the Proxy Statement ) with the United States Securities and Exchange Commission ( SEC ).

4. The Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement

false and misleading. Accordingly, Plaintiff alleges herein that defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the 1934 Act ) in connection with Proxy Statement.

5. In addition, a special meeting of Tilray stockholders will be held on April 16, 2021 to vote on the Proposed

Transaction (the Stockholder Vote ). It is therefore imperative that the material information that has been omitted from the Proxy Statement is disclosed prior to the Stockholder Vote so Tilray stockholders can properly exercise their

corporate voting rights and make an informed decision on whether to vote in favor of the merger.

JURISDICTION & VENUE

6. This Court has jurisdiction over the claims asserted herein pursuant to Section 27 of the 1934 Act and 28

U.S.C. 1331 because the claims asserted herein arise under Sections 14(a) and 20(a) of the 1934 Act and Rule 14a-9.

7. This Court has jurisdiction over Defendants because each defendant is either a corporation that conducts business in this

District, or is an individual with sufficient minimum contacts with this District so as to make the exercise of jurisdiction by this Court permissible under traditional notions of fair play and substantial justice.

8. Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. 78aa, as well as under 28

U.S.C. 1391, because, among other things: (a) the conduct at issue

will have an effect in this District; (b) a substantial portion of the transactions and

wrongs complained of herein, occurred in this District; and (c) certain Defendants have received substantial compensation in this District by doing business here and engaging in numerous activities that had an effect in this District.

Additionally, the Company s common stock trades on the NASDAQ, which is headquartered in this District.

9. Plaintiff is, and has been continuously throughout all times relevant hereto, a Tilray shareholder.

10. Defendant Tilray is a Delaware corporation and a party to the Merger Agreement. Tilray shares are traded on the NASDAQ

under the ticker symbol TLRY.

11. Defendant Brendan Kennedy is President, Chief Executive Officer, and a

director of the Company.

12. Defendant Christine St. Clare is a director of the Company.

13. Defendant Rebekah Dopp is a director of the Company.

14. Defendant Michael Auerbach is a director of the Company.

15. Defendant Soren Schroder is a director of the Company.

16. Tilray supplies high-quality medical cannabis products to tens of thousands of patients in fifteen countries spanning five

continents across the world through Tilray s Subsidiaries in Australia, Canada, Germany, Latin America and Portugal and through agreements with established pharmaceutical distributors. Tilray cultivates medical and adult-use cannabis in Canada and medical cannabis in Europe.

17. Aphria is a leading global cannabis-lifestyle consumer packaged goods

company, with operations in Canada, the United States, Europe and Latin America. Aphria cultivates, processes, markets and sells medical and adult-use cannabis, cannabis-derived extracts and derivative

cannabis products in Canada under the provisions of the Cannabis Act and globally pursuant to applicable international regulations. Aphria, through its SweetWater subsidiary, also manufactures, markets and sells alcoholic beverages in the United

18. On December 15, 2020, Tilray s Board caused the Company to enter into the Merger Agreement.

19. The Merger Agreement provides that Tilray will merge with and into Aphria with Aphria surviving as a wholly owned

subsidiary of Tilray.

20. At the Effective Time (as defined in the Merger Agreement), and as a result of the Merger:

[E]ach Aphria Share outstanding immediately prior to the Effective Time (other than Dissenting Shares held by Aphria Dissenting

Shareholders who are ultimately determined to be entitled to be paid the fair value of their Dissenting Shares as determined in accordance with Article 4), shall be, and shall be deemed to be, transferred by the holder thereof to Tilray (free and

clear of all Liens) in exchange for issuance of the Share Consideration.

21. The Merger Consideration is unfair because,

among other things, the intrinsic value of the Company is in excess of the amount the Company s stockholders will receive in connection with the Proposed Transaction.

22. It is therefore imperative that the Company shareholders receive the material information that Defendants have omitted from

the Proxy Statement so that they can meaningfully assess whether the Proposed Transaction is in their best interests prior to the vote.

23. Section 5.1 of the Merger Agreement has a non-solicitation clause

Tilray from soliciting alternative proposals and constraints its ability to negotiate with

Section 5.1 Non-Solicitation

From the date hereof until the date that this Agreement is terminated pursuant to Article 7, except as expressly provided in

this Article 5, neither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following:(a) solicit, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or

providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of a Party or any Subsidiary) any Acquisition Proposal in respect of such Party or any inquiries, proposals or offers relating

to any Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal in respect of such Party;(b)enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person (other than

the other Party hereto) regarding any Acquisition Proposal in respect of such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or that could reasonably be expected to constitute or lead to an Acquisition Proposal in

respect of such Party;(c)make a Change in Recommendation;(d)accept, approve, endorse or recommend, execute or enter into, or publicly propose to accept, approve, execute or enter into, any letter of intent, agreement in principle, agreement,

arrangement, offer or understanding in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement contemplated under Section 5.3(1)).

24. In addition, Section 7.3 of the Merger Agreement requires Tilray to pay up to a $65,000,000 termination

fee in the event this agreement is terminated by Tilray and improperly constrains the Company from obtaining a superior offer. Such a termination fee is excessive and unduly restrictive to Tilray s ability to consider other offers.

25. Defendants filed the Proxy Statement with the SEC in connection with the Proposed Transaction.

26. As alleged herein, the Proxy Statement omits material information with respect to the Proposed Transaction, which renders

the Proxy Statement false and misleading.

27. First, the Proxy Statement omits material information regarding

Tilray s, Aphria s, and the pro forma company s financial projections.

28. With respect to Tilray s financial projections, the Proxy Statement

fails to disclose all line items used to calculate net revenue, gross profit, adjusted EBITDA, EBIT, unlevered free cash flow (calculated by Cowen), and unlevered free cash flow (calculated by Imperial). The Proxy Statement also fails to disclose a

reconciliation of all non-GAAP to GAAP metrics.

29. With respect to Aphria s

financial projections, the Proxy Statement fails to disclose all line items used to calculate net revenue, gross profit, adjusted EBITDA excluding NCI, non-GAAP gross profit, EBIT, and unlevered free cash

flow. The Proxy Statement also fails to disclose a reconciliation of all non-GAAP to GAAP metrics.

30. With respect to the pro forma company s financial projections, the Proxy Statement fails to disclose all line items

used to calculate non-GAAP gross profit, adjusted EBITDA, and unlevered free cash flow. The Proxy Statement also fails to disclose a reconciliation of all non-GAAP to

31. The disclosure of projected financial information is material information necessary for stockholders to

gain an understanding of the basis for any projections as to the future financial performance of the combined company. In addition, this information is material and necessary for stockholders to understand the financial analyses performed by the

companies financial advisors rendered in support of any fairness opinion.

32. Second, the Proxy Statement omits

material information regarding the analyses performed by the Company s financial advisors Cowen and Company, LLC ( Cowen ) and Imperial Capital, LLC ( Imperial ) and Aphria s financial advisor Jefferies LLC

( Jefferies ) in connection with the Proposed Transaction.

33. With respect to Cowen s Analysis of

Selected Publicly-Traded Companies, the Proxy Statement fails to include the individual metrics for each company observed. This

information must be disclosed to make the Proxy Statement not materially misleading to

Tilray stockholders and provide stockholders with full and relevant information in considering how to vote.

respect to Cowen s Tilray Discounted Cash Flow Analysis, the Proxy Statement fails to include: (i) the terminal value of Tilray at December 31, 2023, (ii) the individual inputs and assumptions underlying the range of discount

rates of 10.0% to 12.0%, (iii) Tilray s estimated weighted average cost of capital ( WACC ), and (iv) Cowen s full basis for applying an adjusted EBITDA multiples range of 15.0x to 20.0x. This information must be disclosed

to make the Proxy Statement not materially misleading to Tilray stockholders and provide stockholders with full and relevant information in considering how to vote.

35. With respect to Cowen s Aphria Discounted Cash Flow Analysis Based on Aphria Management Projections, the

Proxy Statement fails to include: (i) the terminal value of Aphria at May 31, 2024, (ii) the individual inputs and assumptions underlying the range of discount rates of 8.5% to 10.5%, (iii) Aphria s estimated WACC, and

(iv) Cowen s full basis for applying an adjusted EBITDA multiples range of 15.0x to 20.0x. This information must be disclosed to make the Proxy Statement not materially misleading to Tilray stockholders and provide stockholders with full

and relevant information in considering how to vote.

36. With respect to Cowen s Aphria Discounted Cash Flow

Analysis Based on Aphria Management Projections as Adjusted by Tilray Management, the Proxy Statement fails to include: (i) the terminal value of Aphria at May 31, 2024, (ii) the individual inputs and assumptions underlying the range of

discount rates of 8.5% to 10.5%, (iii) Aphria s estimated WACC, and (iv) Cowen s full basis for applying an adjusted EBITDA multiples range of 15.0x to 20.0x. This information must be disclosed to make the Proxy Statement not

materially misleading to Tilray

stockholders and provide stockholders with full and relevant information in considering how

37. With respect to Imperial s Comparable Companies Analysis, the Proxy Statement fails to include