X0306 4 2020-06-05 0 0001731348 Tilray, Inc. TLRY 0001746080 Auerbach Michael 1100 MAUGHAN ROAD NANAIMO A1 V9X IJ2 BRITISH COLUMBIA, CANADA 1 0 0 0 Class 2 Common Stock 2020-06-05 4 J 0 538706 0.00 D 128319 I By: Murphy Ofutt LLC Class 2 Common Stock 2020-06-05 4 J 0 57159 0.00 A 65050 I By: M3 Daat, LLC Class 2 Common Stock 2020-06-05 4 J 0 210710 0.00 A 1494632 I By: Murphy Ofutt Common LLC Class 2 Common Stock 2020-06-05 4 J 0 10475 0.00 A 75525 I By: M3 Daat, LLC Restricted Stock Units 2020-06-05 4 A 0 26372 0.00 A Class 2 Common Stock 26372 26372 D Murphy Ofutt, LLC made a pro rata distribution for no consideration of 538,706 shares of Class 2 Common Stock of the Issuer ("Distribution Shares") to its members on June 5, 2020. Mr. Auerbach serves as General Partner of Murphy Ofutt, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt, LLC. Mr. Auerbach retained interest in 57,159 of the Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach is a member and has sole voting and investment power. The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC. Murphy Ofutt Common LLC made a pro rata distribution for no consideration of 210,710 shares of Class 2 Common Stock of the Issuer ("Murphy Distribution Shares") to its members on June 5, 2020. Mr. Auerbach serves as General Partner of Murphy Ofutt Common, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt Common, LLC Mr. Auerbach retained interest in 10,475 of the Murphy Distribution Shares through M3 Daat, LLC, in which Mr. Auerbach has sole voting and investment power. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class 2 Common Stock. The RSUs shall vest in full upon the earlier of (1) the date of the 2021 Annual Meeting of Stockholders of the Issuer and (2) the one-year anniversary of May 28, 2020 so long as the Reporting Person remains in Continuous Service (as defined in the Issuer's 2018 Equity Incentive Plan), through such vesting date. /s/ Sandra Dennis, Attorney-in-fact 2020-06-09