November 9, 2018 Private and Confidential By Electronic Mail

Re:

Offer of Employment

1.

Position - You will serve as Chief Corporate Development Officer reporting to the Chief Executive Officer or his designate. As the Company changes and grows, you may be required to change the scope of your position and duties. Any such change will not have the effect of reducing your compensation or terminating your employment and will not constitute a constructive dismissal.

2.

Base Salary - You will earn a base salary in the amount of CAD$375,000.00 per annum, less statutory and other required deductions, payable in accordance with our payroll policies as disseminated from time to time.

3.

Discretionary Bonus Compensation - You will be eligible to participate in the Company's annual incentive bonus scheme, of up to 50% of base salary, based on your annual performance reviews and on overall company performance, subject to the terms and conditions of the applicable incentive plans and policies.

4.

Benefits- You will be eligible to participate in a competitive package of employee benefits as are provided to Company employees from time to time, subject to the terms and conditions of the applicable benefits plans and policies.

5.

Vacation Entitlement - You will earn paid vacation in the amount of twenty-five (25) days per annum, pro-rated for any partial year of employment.

Enclosures: Employment Agreement

Current Benefits Summary

Re:

Employment Agreement

1.

Employment

a.

Position and Responsibilities: You will be employed by the Company in the position of Chief Corporate Development Officer, reporting to the Chief Executive Officer or his designate. You will perform or fulfill all duties and responsibilities of your position, subject to applicable laws. You will also perform or fulfill the duties and responsibilities that the Company may reasonably assign to you from time to time. You will at all times conform to the reasonable and lawful instructions and directions of the Company and its managers. You acknowledge and agree that as you are employed by a new and developing company in Canada, you will need to be flexible in performing duties the Company asks you to perform from time to time, and in the position you occupy and the person or position you report to. As the Company changes and grows, you may be required to change the scope of your position and duties. Such changes will not involve a reduction in compensation and you agree that no such changes will repudiate this Agreement or amount to a constructive dismissal or termination of your employment.

b.

Scope of Duties: During your employment you will devote the whole of your time, attention and abilities to your duties. You agree to give the Company the full benefit of your knowledge, expertise, skill and ingenuity. You will adhere to all applicable policies of the Company and exercise the degree of care, diligence and skill that a prudent person would exercise in comparable circumstances. For clarity, you are permitted to serve as a member of corporate boards of directors, as approved by the Company, provided such service does not interfere with your duties to the Company.

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c.

Base salary: You will earn a base salary in the amount of CAD$375,000.00 per annum, less statutory and other required deductions, for all work and services you perform for the Company, paid to you bi-weekly 26 equal payments, in arrears (the "Base salary") in accordance with our payroll policies in effect from time to time. Your hours of work and schedule may change from time to time depending on operational needs, and you may be required to work evenings, weekends and statutory holidays. Your performance and your compensation will be reviewed on an annual basis.

d.

Discretionary Bonus Compensation: You will be eligible to participate in the Company's discretionary incentive bonus plan, of up to 50% of base salary, based on your annual performance and on overall Company performance. Targets, milestones and any bonus award will be determined by the Company in its sole and absolute discretion. The Company may amend the bonus plan at any time without advance notice. The Company's incentive plans are intended to serve as retention tools, so your eligibility to participate requires you to be actively working in an ongoing employment relationship with the Company. No bonus is earned until the Company pays the bonus to you.

e.

Annual Equity Grants: Subject to approval by the Board, you will also be eligible to participate in the Company's annual equity grants program to be offered to senior management.

f.

Restricted Stock Units: Subject to approval by the Board, under the Tilray, Inc. Equity Incentive Plan (the ''Tilray Plan"), the Company shall grant you 90,000 restricted stock units (the "Tilray Restricted Stock Units") of the Company's Common Stock. The Restricted Stock Units will be subject to the terms and conditions of the Plan and your grant agreement. Your grant agreement will include a three-year vesting schedule, under which 33.34% percent of your shares will vest after twelve months of employment, with the remaining shares vesting quarterly thereafter, until either your Restricted Stock Units are fully vested or your employment ends, whichever occurs first.

g.

Vacation Entitlement and Statutory Holidays: You will be eligible to earn up to twenty five 25 days’ paid vacation per annum, pro-rated for any partial year of employment. Your vacation must be taken at a time or times acceptable to the Company and in accordance with the Company's vacation policy in effect from time to time. You are expected to schedule and use your full vacation allotment each year. The Company observes the paid statutory holidays legislated in the province you work in, subject to operational needs.

h.

Benefits: You will be eligible to participate in applicable employee benefits plans such as the Company offers its Canadian-based employees from time to time (the "Employee Benefits"} on the first of the month following date of hire. Details, terms and conditions of the Employee Benefits will be provided to you once in place and, thereafter, when changes are made to the Employee Benefits. The Company reserves the right to amend, eliminate, substitute or otherwise change the Employee Benefits at its sole discretion, at any time upon written notice, including but not limited to changes to cost sharing, premium amounts, waiting periods, terms of benefits and deductibles. You agree that the Company's liability in respect of any employee benefit is limited to the Company's premium payments for said benefit, and the Company is not liable for any decision, action or inaction of any benefits provider or insurer.

i.

Business Expenses: The Company will reimburse you for all authorized travelling and out-of­ pocket expenses actually, exclusively and necessarily incurred by you in connection with your duties under this Agreement, provided that you first furnish statements with accompanying receipts or vouchers for all such expenses to the Company and otherwise comply with the Company's expense policies as in effect from time to time.

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j.

Annual Tax Filings: The Company will reimburse you for your reasonable cross-border tax planning and filing expenses each year, upon receipt of supporting invoices.

k.

Professional Development & Membership in Professional Associations: Subject to pre­ approval, if you are required by the Company to hold and maintain certain professional accreditation(s), the Company will reimburse you for reasonable costs associated with ongoing required professional development and membership in applicable professional organizations.

I.

Place of Work: You will be based in Toronto, Ontario, at the offices and/or sites maintained by the Company. It is anticipated that most of your work will be carried out within the province and that you will be required to travel regularly to perform your duties. You also may be required to make regular trips to the United States and other provinces for training, reporting and/or business purposes.

m.

Driver's Licence: You will maintain a valid driver's licence at all times. For your protection and that of the Company, you will maintain business-use auto insurance for your vehicle with minimum liability coverage of $2,000,000 at all times and will ensure that you provide the Company with a copy of your policy (and subsequently on request). Such insurance coverage is reimbursed through the Company's mileage expense policy when you are required to use your vehicle for Company business.

n.

Offer of Comparable Employment by Affiliate: You agree that if an Affiliated Company offers you comparable employment on terms substantially similar to the terms of this Agreement, you will consider this offer in good faith. If accepted, you will receive equal credit for your length of service with the Company and all probation and benefit-qualifying periods will be waived where in the Affiliate Company's power to do so.

o.

Inspections/Searches: The Company operates in a highly-regulated environment, and its primary product is a controlled substance. In order to meet its obligations in respect of regulatory compliance, its regulatory licences, occupational health and safety requirements, employee personal safety and inventory control, the Company reserves the right to monitor the workplace, and inspect/search the personal property and vehicles that you bring onto the Company's property. Subject to applicable law, the Company may also inspect/search your personal property and vehicle at any time if it has reasonable grounds for doing so. The Company has the right to inspect/search Company property at any time. Please be aware that you do not have an expectation of privacy in connection with your personal belongings or vehicle when attending work. Accordingly, the Company recommends that you do not bring into the workplace anything that you consider of a private nature. By accepting employment with the Company, you consent to random searches/inspections of your personal property and vehicle, and any withdrawal of consent or refusal to cooperate will, at a minimum, result in suspension from the workplace without pay, along with any further action the Company deems fit.

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2.

Obligations of Employment

a.

Loyalty to the Company: Throughout your employment you will well and faithfully serve the Company and use your best efforts to promote the Business of the Company. You will act honestly and in good faith, in the best interests of the Company.

b.

Business of the Company: You will not, during your employment with the Company, engage in any business, enterprise or activity that is contrary to or detracts from the due performance of the Business of the Company. You will not engage in any other employment without the written consent of the Company. Further, you will not sell or distribute, or be involved in any way in the selling or distribution of, cannabis, or any cannabis products or cannabis-related paraphernalia, outside the Business of the Company, regardless of whether such activity is lawful or unlawful.

c.

No Personal Benefit: You will not receive or accept for your own benefit or for any other Person's benefit, either directly or indirectly, any commission, rebate, discount, gratuity or profit from any Person having or proposing to have one or more business transactions with the Company, without the prior approval of the Company. You will comply with the Company's Code of Ethics and Conduct policies as in effect from time to time.

d.

Business Opportunities: During your employment you will communicate and channel to the Company all knowledge, business and customer contacts and any other information that could concern or be in any way beneficial to the Business of the Company. Any such information communicated to the Company as a foresaid will be and remain the property of the Company notwithstanding any subsequent termination of your employment.

e.

Return of Company Property: Upon termination of your employment, or at any time upon request, you will promptly return to the Company all Company property including all written information, tapes, discs or memory devices and copies thereof, and any other material on any medium in your possession or control pertaining to the Business of the Company, without retaining any copies or records of any Confidential Information whatsoever. You will also return any keys, pass cards, identification cards, equipment or other property belonging to the Company or the Company's customers.

f.

Pre-existing Obligations: You are hereby requested and directed by the Company to comply with any existing contractual, statutory or other legal obligations to your former employer and to any other Person. The Company is not employing you to obtain the confidential information or business opportunities of your former employer or any other Person.

g.

Qualifications, Licences and Permits: You must hold and maintain the appropriate class of licence, certificate, degree, accreditation, qualification, visa and/or permit ("Authorizations") for the proper performance of your duties, and to work in the jurisdiction in which you are performing your duties. The Company may require you to provide copies of Authorizations which are necessary for you to perform your duties. Should you fail to maintain such Authorizations or if you misrepresent such Authorizations, your employment will be deemed frustrated and will terminate without compensation or notice of any kind.

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h.

Policies and Procedures: You are required to comply with the Company's policies and procedures as established and amended from time to time; however, such policies and procedures do not form contractual terms and may be amended without notice. You are required to comply with all lawful directions of the Company and follow all workplace policies and procedures and with the Company's rules, regulations, policies, practices, and procedures, as amended from time to time. The Company's policy and procedures manuals are available through Human Resources and on the Company's network. It is your responsibility to familiarize yourself with the Company's policies and procedures.

i.

Non-disparagement: You agree that you will permanently refrain from directly or indirectly disclosing,  expressing,  publishing or  broadcasting,  or  causing to  be disclosed,  expressed, published or broadcast, or otherwise disseminated or distributed in any manner, in your name, anonymously, by pseudonym or by a third party, to any person whatsoever, any comments, statements or other communications, which a reasonable person would regard as reflecting adversely on the character, reputation or goodwill of the Company or any of its affiliates, or any of its or their officers, directors or managers, or which a reasonable person would regard as reflecting adversely on any aspect of their business, products or services.

3.

Confidential Information

a.

Non-Disclosure of Confidential Information: At all times during your employment and subsequent to the termination of your employment with the Company, you will keep the Confidential Information in strictest confidence and trust. You will take all necessary precautions against unauthorized disclosure of the Confidential Information, and you will not directly or indirectly disclose, allow access to, transmit or transfer the Confidential Information to a third party, nor will you copy or reproduce the Confidential Information except as may be reasonably required for you to perform your duties for the Company.

b.

You represent and warrant that, in performing your duties under this Agreement, you will not disclose or use the confidential information of any other person or business in violation of the Company's contractual or legal obligations to that other person or business.

c.

You agree to indemnify the Company for any costs, fees, expenses, damages or penalties imposed upon the Company with respect to your unauthorized disclosure or misuse of such confidential information.

4.

Restricted Use of Confidential Information:

a.

At all times during and subsequent to the termination of your employment with the Company, you will not use the Confidential Information in any manner except as reasonably required for you to perform your duties for the Company.

b.

Without limiting your obligations under subsection 3(a), you agree that at all times during and subsequent to the termination of your employment with the Company, you will not use or take advantage of the Confidential Information for creating, maintaining or marketing, or aiding in the creation, maintenance, marketing or selling, of any Products which are competitive with the Products of the Company.

c.

Upon the request of the Company, and in any event upon the termination of your employment with the Company, you will immediately return to the Company all materials, including all copies in whatever form, containing the Confidential Information which are in your possession or under your control.

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5.

Ownership of Confidential Information:

a.

You acknowledge and agree that you will not acquire any right, title or interest in or to the Confidential Information.

b.

You agree to make full disclosure to the Company of each Development promptly after its creation. You hereby irrevocably assign and transfer to the Company, and agree that the Company will be the exclusive owner of, all of your right, title and interest in and to each Development throughout the world, including all trade secrets, patent rights, copyrights trademarks, industrial designs and all other intellectual property rights therein, whether realized within or beyond the scope of your employment, and regardless of the true purpose of the employment relationship, and you irrevocably waive all moral rights you may have in these Developments. You further agree to cooperate fully at all times during and subsequent to your employment with respect to signing further documents and doing such acts and other things reasonably requested by the Company to confirm such transfer of ownership of rights, including intellectual property rights, effective at or after the time the Development is created and to obtain patents or copyrights or the like covering the Developments. You agree that the obligations in this section will continue beyond the termination of your employment with the Company with respect to Developments created during your employment with the Company.

c.

You agree that the Company, its assignees and their licensees are not required to designate you as the author of any Developments. You hereby waive in whole all moral rights which you may have in the Developments, including the right to the integrity of the Developments, the right to be associated with the Developments, the right to restrain or claim damages for any distortion, mutilation or other modification of the Developments, and the right to restrain use or reproduction of the Developments in any context and in connection with any service, cause or institution.

6.

Restrictive Covenants

a.

Non-Competition:  You agree that while you are employed by the Company , and for a period of six (6) months following the termination of your employment with the Company, you will not become engaged, directly or indirectly, as an employee, consultant, partner, principal, agent, officer, director, proprietor, shareholder {other than a holding of shares listed on a stock exchange that does not exceed 2%of the outstanding shares so listed) or advisor, in any Competitive Business that is located or operates within Canada or the United States.

b.

Non-Solicitation of Clients: You agree that while you are employed by the Company, and for one (1) year following the termination of your employment with the Company, you will not, directly or indirectly, contact or solicit any Clients of the Company for the purpose of selling or supplying to these Clients of the Company any products or services which are competitive with the products or services sold or supplied by the Company at the time of your termination. The term "Client of the Company" in the preceding sentence means any Person that:

c.

Non-Solicitation of Employees: You agree that while you are employed by the Company, and for one (1) year following the termination of your employment with the Company , without the prior written consent of the Company, you will not directly or indirectly hire any employees of or consultants or contractors to the Company, nor will you solicit or induce or attempt to induce any persons who are employees of or consultants to the Company to terminate their employment or consulting agreement with the Company.

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7.

Reasonableness of the Restrictive Covenants

a.

You confirm that the obligations in Section 4 are fair and reasonable, given that, among other reasons:

(a)

the nature of the Business is such that you could relatively easily and effectively compete with the Business, and you therefore agree that the geographic scope of the obligation in Section 4 is reasonable;

(b)

the Company operates in a highly competitive market, in which it is subject to intense competition from competing businesses; and

(c)

you will have access to Confidential Information concerning the Business, including information concerning the Products and Developments and prospective Products which the Company is contemplating developing, producing, marketing, licensing or selling.

b.

You agree that the obligations in Section 4, together with your other obligations under this Agreement, are reasonably necessary for the protection of the Company's proprietary interests, and you acknowledge and agree that your obligations contained in this Agreement will not preclude you from becoming gainfully employed in a similar capacity, following a termination of your employment with the Company, given your t raining, general knowledge and experience.

8.

Termination

a.

Resignation: If for any reason you should wish to leave the Company, you will provide the Company with one month's prior written notice of your intention (the "Resignation Period"). The Parties hereby agree that in order to protect the Company's interest s, the Company may, in its sole and unfettered discretion, waive the Resignation Period and end your employment immediately by delivering to you a written notice followed by payment of your Base Salary due to you during the remainder of the Resignation Period.

b.

Termination for cause: The Company may terminate your employment at any time for Cause, effective upon delivery by the Company to you of a written notice of termination of your employment for Cause. You will not be entitled to receive any further pay or compensation (except for pay, if any, accrued and owing under this Agreement up to the date of termination of your employment), severance pay, notice, payment in lieu of notice, benefits or damages of any kind, and for clarity, without limiting the foregoing, you will not be entitled to any bonus or pro rata bonus payment that has not already been paid by the Company.

c.

Termination Without cause or Resignation for Good Reason: The Company shall be entitled to terminate your employment without cause at any time upon providing you with two (2) months' written notice of the termination of your employment, pay in lieu of such notice,  or an equivalent combination of notice and pay in lieu of notice. You may resign with Good Reason by providing one (1) months' written notice. For purposes of this Agreement, "Good Reason" shall mean, without Executive's written consent: (i) there is a material reduction of the level of Executive's base compensation opportunity (except where there is a general reduction applicable to the management team generally), (ii) there is a material reduction in Executive's overall responsibilities or authority, or scope of duties, (iii) a change in the geographic location at which Executive must perform Executive's services; provided, that in no instance will there location of Executive to a facility or a location of fifty (50) miles or less from Executive's then current office location be deemed material for purposes of  this Agreement ; or (iv) any material breach by the Company of any provision of this Agreement. In exchange for your full and final

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release of all claims, as attached in Schedule A to this Agreement, the Company will pay you severance pay in an amount equal to eighteen (18) months of your base salary as then in effect (less applicable withholding) and all other contractual benefits (including, for clarity, all health benefit s) plus one (1) additional  month for each completed year of employment you work after the Start Date, up to a combined maximum of twenty-four (24) months, which will be paid as salary continuance in accordance with the Company's normal payroll practices plus any annual bonus for that has been earned but not yet paid to you (the "Separation Payment”) The Separation Payment is not subject to mitigation  and is conditional  upon you:  (i) continuing to  comply  with the terms of this Agreement, including provisions regarding confidentiality, non-disparagement IP assignment and restrictive covenants, {ii) returning all Company property, Confidential Information and Developments, and (iii) delivering to the Company or its successor a fully executed Release, attached as Schedule A, releasing the Company and its related parties of all claims relating to your employment and the termination thereof.

d.

Change in Control: Upon a Change in Control (as defined in the Company's 2018 Equity Incentive Plan) vesting of any then outstanding stock options or other compensatory equity awards granted to you by the Company shalt be accelerated such that no less than 100% will be fully vested as of the date of the Change in Control. In addition, if within eighteen (18) months after a Change in Control, your employment is terminated by the Company without Cause you shall be entitled to receive: (A) the benefits set forth in Section 8(c); and (B) full accelerated vesting of any then unvested shares of Common Stock subject to any option or other compensatory equity award then held by you, and no other severance or benefits of any kind (other than as set forth in Section 8(c), unless required by law or pursuant to any written Company plans or policies, as then in effect. Except as specifically revised by this Agreement, the exercise of your vested options and shares shall continue to be governed by the terms and conditions of the Company's applicable stock plan and stock agreements; provided, however, that to the extent you and the Company have entered into a written stock option agreement that provides for vesting terms more favorable to Executive than those provided for in this Section 8(d), the more favorable terms in that separate agreement will control.

e.

Garden Leave: Once notice of resignation or termination has been given by you or the Company, the Company may excuse you from the performance of your duties and/or exclude you from any premises of the Company or any Affiliated Company. Base Salary and other contractual benefits shall continue to be paid or provided to you until the last day of the notice period, subject to the terms of the governing agreements or plans. During any period where you are excused from your duties and/or excluded from the Company's premises, you shall not, without the prior written consent of the Company, contact (either directly or indirectly) any clients, customers, suppliers or employees of the Company or any Affiliated Company. At any time, the Company may require you to return to the Company all property in your possession or under your control belonging to the Company or any Affiliated Company.

f.

No Implied Entitlement: Other than as expressly provided herein, you will not be entitled to receive any further pay or compensation, severance pay, notice, payment in lieu of notice, incentives, bonuses, benefits or damages of any kind.

g.

Continued Effect: Notwithstanding any changes in the terms and conditions of your employment which may occur in the future, including any changes in position , duties or compensation, the termination provisions in this Agreement will continue to be in effect for the duration of your employment with the Company unless otherwise amended in writing and signed by the Company.

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h.

Suspension: The Company may suspend you, where, in the opinion of the Company, it is a suspension will not constitute a breach of this Agreement or a termination of your employment with the Company. necessary pending an investigation or disciplinary decision or as a disciplinary measure. Such any money, you hereby authorize the Company to deduct any such debt from your final salary payment or any other payment due to you. Any remaining debt will be immediately payable to the Company and you agree to satisfy such debt within 14 days of any demand for repayment.

9.

Agreement Voluntary and Equitable

10.

Assignment  and  Enurement

11.

Severability

12.

Entire Agreement

13.

Non-waiver

14.

Survival of Terms

15.

Further Assistance

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16.

Equitable Remedies

17.

Dispute Resolution

(a)

Amicable Negotiation - The Parties agree that, both during and after the term of your employment, each of us will make bona fide efforts to resolve any disputes arising between us by amicable negotiations;

(b)

Mediation - If the Parties are unable to negotiate resolution of a dispute, either Party may refer the dispute to mediation by providing written notice to the other Party. If the Parties cannot agree on a mediator within thirty (30) days of receipt of the notice to mediate, then either Party may make application to the "ADR Institute of Ontario" to have one appointed. The mediation will be held in Toronto, Ontario, in accordance with the National Mediation Rules of the ADR Institute of Canada and each Party will bear its own costs, including one-half share of the mediator's fees; however, the Parties agree that if the dispute is fully settled with the assistance of the mediator appointed under this section, the Company will be responsible for the full share of the mediator's fees.

(c)

Arbitration - If, after mediation, the Parties have been unable to resolve a dispute and the mediator has been inactive for more than 90 days, or such other period agreed to in writing by the Parties, either Party may refer the dispute for final and binding arbitration by providing written notice to the other Party. If the Parties cannot agree on an arbitrator within thirty (30) days of receipt of the notice to arbitrate, then either Party may make application to the ADR Institute of Ontario to appoint one. The arbitration will be held in Toronto, Ontar,io in accordance with the Ontario Arbitration Act, and each Party will bear its own costs, including ne-half share of the arbitrator's fees.

18.

Definitions

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a.

information concerning all Products and Developments (as defined below};

b.

information regarding the Company's business, operations, financing, strategies, methods and practices, including marketing strategies, product mix, product pricing, sales, margins, pay and compensation for staff, and any other information regarding the financial affairs of the Company;

c.

the identity of the Company's clients, business partners, licensees, agents and suppliers, and the nature of the Company's relationships with such clients, partners, licensees, agents and suppliers;

d.

information belonging to the Company's clients, business partners, licensees, agents and suppliers, which is disclosed to you or the Company; and

e.

any other trade secrets or confidential or proprietary information in the possession or control of the Company,

a.

Products, analyses, compilations, studies, concepts, software, documentation, research, data, designs, reports, flowcharts, training materials, trade-marks, and specifications, and any related works, including any enhancements, modifications or additions to the Products owned, licensed, sold, marketed or used by the Company;

b.

copyrightable works of authorship including, without limitation, any technical descriptions for Products, user guides, instructions, illustrations and advertising materials; and

c.

inventions, devices, concepts, ideas, formulae, know-how, processes, techniques, systems, methods and improvements,

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19.

Acknowledgement of Terms and Obligations

20.

Conflict

21.

Governing Laws

22.

Counterparts

Tilray Canada, Ltd.

By:

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Date

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Signed and Witnessed at

Ontario:

(City)

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Date

Witness Name (please print)

Witness Signature

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