Form of Stock Option Agreement



 EXHIBIT 10.3 

TILRAY, INC. 
 STOCK
OPTION GRANT NOTICE 
 (AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN) 

TILRAY, INC. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan
(the “Plan”), hereby grants to Optionholder an option to purchase the number of shares (“Shares”) of the Company’s Class 2 Common Stock (“Common Stock”) set forth below.
This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not
explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will
control. 
  

			
	Optionholder:	 	      

	Date of Grant:	 	      

	Vesting Commencement Date:	 	      

	Number of Shares Subject to Option:	 	      

	Exercise Price (Per Share):	 	      

	Total Exercise Price:	 	      

	Expiration Date:	 	      


  

					
	Type of Grant:	  	☐  Incentive Stock Option1	  	☐  Nonstatutory Stock Option
			
	Exercise Schedule:	  	☐  Same as Vesting Schedule    	  	☐  Early Exercise Permitted
			
	Vesting Schedule:	  		  	
		
	Payment:	  	By one or a combination of the following items (described in the Option Agreement):
		
		  	☐  By cash, check, bank draft or money order payable to the Company
		  	☐  Pursuant to a Regulation T Program if the shares are publicly traded
		  	☐  By delivery of already-owned shares if the shares are publicly traded
		  	☐  If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement

  
  

	1 	If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess
over $100,000 is a Nonstatutory Stock Option. 








 Additional Terms/Acknowledgements: Optionholder acknowledges and agrees that in the event that at any time
during or after Optionholder’s employment or consultancy with the Company, Optionholder directly or indirectly participates in the development or exploitation of any product or service (a) substantially similar to a product or service
which was being commercially developed or exploited by the Company during Optionholder’s employment or consultancy, or (b) about which Optionholder had access to confidential information during Optionholder’s employment or
consultancy, this Option and any shares that remain issuable upon the exercise of this Option shall be automatically cancelled and the Company shall have the right to repurchase any exercised shares at a price per share equal to the Exercise Price
of this Option. Optionholder further acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option
Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding
between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to
Optionholder, and (ii) the following agreements only. This Stock Option Grant Notice and any notices, agreements or other documents related thereto may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any other provision. In the event that any provision hereof (including without limitation the restrictions on competition set forth herein) is found to be invalid, illegal or
unenforceable in any jurisdiction, to the fullest extent permitted and possible, such provision shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable
provision. 
  

			
	OTHER AGREEMENTS:	  	      

		  	      

		  	      


 By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the
Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 
  

									
	TILRAY, INC.	 		 	OPTIONHOLDER:
			
	By:                                   
                                         
                      	 		 	 
	Signature	 		 	Signature
			
	Title:                              
                                         
                        	 	        	 	Email:                              
                                         
                     
			
	Email:                              
                                         
                      	 		 	Date:                              
                                         
                       
				
	Date:                              
                                         
                        	 		 		 	

 ATTACHMENTS: Option Agreement, Amended and Restated 2018 Equity Incentive Plan and Notice
of Exercise 







 ATTACHMENT I 

OPTION AGREEMENT 







 TILRAY, INC. 

AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) 

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, TILRAY,
INC. (the “Company”) has granted you an option under its Amended and Restated 2018 Equity Incentive Plan (the “Plan”) to purchase the number of shares
(“Shares”) of the Company’s Class 2 Common Stock (“Common Stock”) indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of
the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly
defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. 
 The
details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows: 
 1.
VESTING. Your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. 

2. NUMBER OF SHARES AND EXERCISE
PRICE. The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments. 

3. EXERCISE RESTRICTION FOR NON-EXEMPT
EMPLOYEES. If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise
provided in the Plan, you may not exercise your option until you have completed at least six months of Continuous Service measured from the Date of Grant, even if you have already been an employee for more than six months. Consistent with the
provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is
not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s benefit plans). 

4. EXERCISE PRIOR TO VESTING (“EARLY
EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is
both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that: 

(a) a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting
installment of unvested shares of Common Stock; 
 (b) any shares of Common Stock so purchased from installments that have not vested
as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; 







 (c) you will enter into the Company’s form of Early Exercise Stock Purchase Agreement
with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and 
 (d) if your option is an
Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for
the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) will be treated as
Nonstatutory Stock Options. 
 5. METHOD OF PAYMENT. You must pay the full
amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by your Grant Notice, which may
include one or more of the following: 
 (a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the
aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”. 

(b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or
attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes,
in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your option by
delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 

(c) If this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise
price. You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not
be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding
obligations. 
 6. WHOLE SHARES. You may exercise your option only for whole shares of
Common Stock. 
 7. SECURITIES LAW COMPLIANCE. In no event may you
exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the
registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise
would not be in material compliance with such laws and 







 
regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable), or the manner of exercise would be materially burdensome to the
Company in consideration of applicable securities laws. 
 8. TERM. You may not exercise your option
before the Date of Grant or after the expiration of the option’s term. Except as set forth in your Grant Notice, the term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:

 (a) immediately upon the termination of your Continuous Service for Cause; 

(b) three months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death (except
as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three month period your option is not exercisable solely because of the condition set forth in the section above relating to
“Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three months after the termination of your Continuous Service; provided
further, that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six months after the Date of Grant, and (iii) you have vested in a portion of your option at the time of your termination of
Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven months after the Date of Grant, and (B) the date that is three months after the termination of your Continuous Service,
and (y) the Expiration Date; 
 (c) 12 months after the termination of your Continuous Service due to your Disability (except as
otherwise provided in Section 8(d)) below; 
 (d) 18 months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason other than Cause; 
 (e) the Expiration Date
indicated in your Grant Notice; or 
 (f) the day before the 10th anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option,
the Code requires that at all times beginning on the Date of Grant and ending on the day three months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or
Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide
services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three months after the date your employment with the Company or an Affiliate terminates. 

9. EXERCISE. 

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require (including, without limitation, any voting agreement or other agreement between the Company and certain of its stockholders). 







 (b) By exercising your option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any
substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two years after the Date of Grant or within one year after such shares of Common Stock are transferred upon
exercise of your option. 
 (d) By exercising your option you agree that you will not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of 180 days
following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any
successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during the
Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to
enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree that you will cause any transferee of any shares of Common Stock (or other
securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. 
 10. TRANSFERABILITY. Except as otherwise
provided in this Section 10, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. 

(a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a
trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by
the Company and you are encouraged to discuss such transfer with the Company prior to such transfer to ensure such transfer’s compliance with applicable securities laws. 

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation
instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to
finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If this option is an Incentive Stock Option, this
option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 







 (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly
authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled
to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on
behalf of your estate, the Common Stock or other consideration resulting from such exercise. 
 11. RIGHT OF
FIRST REFUSAL. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time
the Company elects to exercise its right of first refusal; provided, however, that if there is no right of first refusal described in the Company’s bylaws at such time, the right of first refusal described below will apply. The
Company’s right of first refusal will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the “Listing
Date”). 
 (a) Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock
acquired upon exercise of your option, or any interest in such shares, unless such Transfer is made in compliance with the following provisions: 

(i) Before there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of
Common Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the
Offered Shares by the proposed transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer, gift, donation or pledge, the holder will state that no purchase price is being proposed), and
the other terms and conditions of the proposed Transfer. The date such notice is mailed will be hereinafter referred to as the “Notice Date” and the record holder of the Offered Shares will be hereinafter referred to as the
“Offeror.” If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Common Stock which is subject to the provisions of your option, then in such
event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares of Common Stock acquired upon exercise of your option will be immediately subject to the Company’s Right of First
Refusal (as defined below) with the same force and effect as the shares subject to the Right of First Refusal immediately before such event. 

(ii) For a period of 30 calendar days after the Notice Date, or such longer period as may be required to avoid the classification of
your option as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in Section 11(a)(iii) (the
Company’s “Right of First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the purchase price will be deemed to be the Fair Market Value of the Offered Shares as
determined in good faith by the Board in its discretion. The Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right of First Refusal to the Offeror prior to the end of
said 30 days (including any extension required to avoid classification of the option as a liability for financial accounting purposes). 

(iii) The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the
cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 11(a)(i)), or the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent
consideration other than cash is offered by the proposed transferee, the Company will not be required to pay any additional 







 
amounts to the Offeror other than the cash price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be accompanied by full
payment for the Offered Shares and, upon such payment by the Company, the Company will acquire full right, title and interest to all of the Offered Shares. 

(iv) If, and only if, the option given pursuant to Section 11(a)(ii) is not exercised, the Transfer proposed in the notice given
pursuant to Section 11(a)(i) may take place; provided, however, that such Transfer must, in all respects, be exactly as proposed in said notice except that such Transfer may not take place either before the 10th calendar day after the expiration of the 30 day option exercise period or after the ninetieth 90th calendar day after the expiration of the 30
day option exercise period, and if such Transfer has not taken place prior to said 90th day, such Transfer may not take place without once again complying with this Section 11(a). The option
exercise periods in this Section 11(a)(iv) will be adjusted to include any extension required to avoid the classification of your option as a liability for financial accounting purposes. 

(b) As used in this Section 11, the term “Transfer” means any sale, encumbrance, pledge, gift or other form
of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that the term Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family
(as defined below). In such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject to the provisions of this Section, and there will be no further transfer of such shares except in accordance
with the terms of this Section 11. As used herein, the term “Immediate Family” will mean your spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted
grandchild of you or your spouse, or the spouse of any child, adopted child, grandchild or adopted grandchild of you or your spouse. 

(c) None of the shares of Common Stock purchased on exercise of your option will be transferred on the Company’s books nor will the
Company recognize any such Transfer of any such shares or any interest therein unless and until all applicable provisions of this Section 11 have been complied with in all respects. The certificates of stock evidencing shares of Common Stock
purchased on exercise of your option will bear an appropriate legend referring to the transfer restrictions imposed by this Section 11. 

(d) To ensure that the shares subject to the Company’s Right of First Refusal will be available for repurchase by the Company, the
Company may require you to deposit the certificates evidencing the shares that you purchase upon exercise of your option with an escrow agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If
the Company does not require such deposit as a condition of exercise of your option, the Company reserves the right at any time to require you to so deposit the certificates in escrow. As soon as practicable after the expiration of the
Company’s Right of First Refusal, the agent will deliver to you the shares and any other property no longer subject to such restriction. In the event the shares and any other property held in escrow are subject to the Company’s exercise of
its Right of First Refusal, the notices required to be given to you will be given to the escrow agent, and any payment required to be given to you will be given to the escrow agent. Within 30 days after payment by the Company for the Offered Shares,
the escrow agent will deliver the Offered Shares that the Company has repurchased to the Company and will deliver the payment received from the Company to you. 

12. OPTION NOT A SERVICE CONTRACT. Your option
is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue
your employment. In addition, nothing in your option will obligate the Company or an Affiliate, their 







 
respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 

13. WITHHOLDING OBLIGATIONS. 

(a) At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your
option. 
 (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair
Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for
financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless
you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date
of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

(c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.
Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any
escrow provided for herein, if applicable, unless such obligations are satisfied. 
 14. TAX
CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim
against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the
Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated
with the option. The Common Stock may not be traded on an established securities market, in which case the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You
acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the
event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service. 







 15. NOTICES. Any notices provided for in your option or the
Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to
participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or
another third party designated by the Company. 
 16. GOVERNING PLAN
DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations,
which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control. 







 ATTACHMENT II 

AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN 







 ATTACHMENT III 

NOTICE OF EXERCISE 
  

			
	Tilray, Inc.	  	Date of Exercise:                         
	[Address]	  	
	[Address]	  	

 This constitutes notice to Tilray, Inc. (the “Company”) under my stock option that I
elect to purchase the below number of shares of Class 2 Common Stock of the Company (the “Shares”) for the price set forth below. 
  

									
	 Type of option (check one):
	  	 	Incentive  ☐	 	 	 	Nonstatutory  ☐	 
			
	 Stock option dated:
	  	 	                              	 	 	 	                              	 
			
	 Number of Shares as to which option is exercised:
	  	 	                              	 	 	 	                              	 
			
	 Certificates to be issued in name of:
	  	 	                              	 	 	 	                              	 
			
	 Total exercise price:
	  	 	$______________	 	 	 	$______________	 
			
	 Cash payment delivered herewith:
	  	 	$______________	 	 	 	$______________	 
			
	 [Value of              Shares
delivered herewith2:
	  	 	$______________	 	 	 	$______________	] 
			
	 [Value of              Shares
pursuant to net exercise3:
	  	 	$______________	 	 	 	$______________	] 
			
	 [Regulation T Program (cashless
exercise4):
	  	 	$______________	 	 	 	$______________	] 

  
  

	2 	Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims,
encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate. 


	3 	The option must be a Nonstatutory Stock Option, and the Company must have established net exercise procedures at the time of exercise, in order to utilize this payment method. 


	4 	Shares must meet the public trading requirements set forth in the option. 








 By this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Tilray, Inc. Amended and Restated 2018 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this
option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two
(2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option. 
  

	
	Very truly yours,