Common use of ISSUE OF GLOBAL NOTES Clause in Contracts

ISSUE OF GLOBAL NOTES. (a) The Corporation may specify that the Notes are to be issued in whole or in part as one or more Global Notes registered in the name of a Depository, or its nominee, designated by the Corporation in the Written Direction of the Corporation delivered to the Note Trustee at the time of issue of such Notes, and in such event the Corporation shall execute and the Note Trustee shall certify and deliver one or more Global Notes that shall: (i) represent an aggregate amount equal to the principal amount of the outstanding Notes to be represented by one or more Global Notes; (ii) be delivered by the Note Trustee to such Depository or pursuant to such Depository’s instructions; and (iii) bear a legend substantially to the following effect: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 19th DAY OF JUNE, 2018 BETWEEN THERATECHNOLOGIES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA (THE “INDENTURE”). EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THERATECHNOLOGIES INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” (b) Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

ISSUE OF GLOBAL NOTES. (a) The Corporation Company may specify that the Notes are to be issued in whole or in part part, as one or more Global Notes Notes, as an Uncertificated Note or a Certificated Note, registered in the name of a Depository, or its nominee, designated by the Corporation Company in the Written Direction of the Corporation Company delivered to the Note Trustee at the time of issue of such Notes, and in such . In the event the Corporation Company specifies that the Notes are to be issued as a Global Note, the Company shall execute and the Note Trustee shall certify and deliver one or more Global Notes that shall: (i) represent an aggregate amount equal to the principal amount of the outstanding Notes to be represented by one or more Global Notes; (ii) be delivered by the Note Trustee to such Depository or pursuant to such Depository’s instructionsas directed in the Written Direction of the Company; and (iii) if in the form of a Certificated Note, bear a legend substantially to the following effect: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 19th DAY OF JUNE, 2018 BETWEEN THERATECHNOLOGIES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA (THE “INDENTURE”). EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“"CDS”") TO THERATECHNOLOGIES GRAVITAS FINANCIAL INC. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE".” (b) Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

ISSUE OF GLOBAL NOTES. (a) The Corporation may specify that the Notes of a series are to be issued in whole or in part as one or more Global Notes registered in the name of a Depository, or its nominee, designated by the Corporation in the Written Direction of the Corporation delivered to the Note Trustee at the time of issue of such Notes, and in such event the Corporation shall execute and the Note Trustee shall certify and deliver one or more Global Notes that shall: (i) represent an aggregate amount equal to the principal amount of the outstanding Notes of such series to be represented by one or more Global Notes; (ii) be delivered by the Note Trustee to such Depository or pursuant to such Depository’s instructions; and (iii) bear a legend substantially to the following effect: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 19th _____ DAY OF JUNE24th AUGUST, 2018 2021 BETWEEN THERATECHNOLOGIES INC. INTERNATIONAL CUMO MINING CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA (THE “INDENTURE”). EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THERATECHNOLOGIES INC. INTERNATIONAL CUMO MINING CORPORATION (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” (b) Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal officesoffice. (c) Subject to the provisions hereof, at the Corporation’s option, Notes may be issued and registered in the name of CDS or its nominee and: (i) the deposit of which may be confirmed electronically by the Trustee to a particular Depository Participant through CDS; and (ii) shall be identified by a specific CUSIP/ISIN as requested by the Corporation from CDS to identify each specific series of Notes. (d) If the Corporation issues Notes in an uncertificated format, Beneficial Holders of such Notes registered and deposited with CDS shall not receive Note certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any supplemental indenture. Beneficial interests in Notes registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Notes registered and deposited with CDS between Depository Participants shall occur in accordance with the rules and procedures of CDS. Neither the Corporation nor the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS or its nominee, on account of the beneficial interests in Notes registered and deposited with CDS. Nothing herein shall prevent the Beneficial Holders of Notes registered and deposited with CDS from voting such Notes using duly executed proxies or voting instruction forms. (e) All references herein to actions by, notices given or payments made to, Noteholders shall, where Notes are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the Depository Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or the direction of Noteholders evidencing a specified percentage of the aggregate Notes outstanding, such direction or consent may be given by Beneficial Holders acting through CDS and the Depository Participants owning Notes evidencing the requisite percentage of the Notes. The rights of a Beneficial Holder whose Notes are held established by law and agreements between such holders and CDS and the Depository Participants upon instructions from the Depository Participants. Each of the Trustee and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Noteholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (f) For so long as Notes are held through CDS, if any notice or other communication is required to be given to Noteholders, the Trustee will give such notices and communications to CDS. (g) If CDS resigns or is removed from its responsibility as Depository and the Trustee is unable or does not wish to locate a qualified successor, CDS shall provide the Trustee with instructions for registration of Notes in the names and in the amounts specified by CDS, and the Corporation shall issue and the Trustee shall certify and deliver the aggregate number of Notes then outstanding in the form of definitive Note Certificates representing such Notes. (h) The rights of Beneficial Holders who hold securities entitlements in respect of the Notes through the non-certificated inventory system administered by CDS shall be limited to those established by Applicable Law and agreements between the Depository and the Depository Participants and between such Depository Participants and the Beneficial Holders who hold securities entitlements in respect of the Notes through the non-certificated inventory system administered by CDS, and such rights must be exercised through a Depository Participant in accordance with the rules and procedures of the Depository. (i) Notwithstanding anything herein to the contrary, none of the Corporation nor the Trustee nor any agent thereof shall have any responsibility or liability for: (i) the electronic records maintained by the Depository relating to any ownership interests or other interests in the Notes or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person in any Note represented by an electronic position in the non-certificated inventory system administered by CDS (other than Depository or its nominee); (ii) for maintaining, supervising or reviewing any records of the Depository or any Depository Participant relating to any such interest; or (iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Depository Participant.

ISSUE OF GLOBAL NOTES. ‌ 3.1 The Issuer may, at its option, deliver from time to time to the Principal Paying Agent a stock of master Temporary Bearer Global Notes and master Permanent Bearer Global Notes and/or, to the Registrar, a stock of master Registered Global Notes. 3.2 Upon the conclusion of any Subscription Agreement or (in the case of an issue of a Tranche or Series, as the case may be, of Notes which is not syndicated among two or more Dealers) any agreement between the Issuer and a Dealer for the issue by the Issuer and the purchase by such Dealer of Notes (a "Relevant Agreement"), the Issuer shall, as soon as reasonably practicable but in any event, not later than 5.00 p.m. (local time) on the second Local Banking Day prior to the proposed Issue Date or such other time as may be agreed between the Issuer, the relevant Dealer(s) and the Principal Paying Agent: (a) The Corporation confirm by email to the Principal Paying Agent, or, if such Subscription Agreement or Relevant Agreement relates to Registered Notes, the Registrar (copied to the Principal Paying Agent) all such information as the Principal Paying Agent, or, as the case may specify be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche or Series, as the case may be, and (if a master Global Note is to be used), such details as are necessary to enable it to complete a duplicate of each relevant master Global Note and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) deliver by email a copy, duly executed, of the Final Terms in relation to the relevant Tranche or Series, as the case may be, to the Principal Paying Agent, or, as the case may be, the Registrar (copied to the Principal Paying Agent); (c) unless a master Global Note is to be used and the Issuer shall have provided such document to the Principal Paying Agent and/or the Registrar, as the case may be, pursuant to Clause 3.1, ensure that there is delivered to the Principal Paying Agent or, as the case may be, Registrar an appropriate Global Note (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 3.3 Subject to Clause 3.12, following receipt of an electronic copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agrees, to take the steps required of them in this Agreement.‌ 3.4 For the purpose of Clause 3.3, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note; (b) authenticate the Temporary Bearer Global Note; (c) in respect of Notes other than CMU Notes, deliver the Temporary Bearer Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the Temporary Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note free of payment to the Commissionaire Account of the Arranger or such other Dealer as the Issuer may direct to settle the Notes; and (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and international securities identification numbers ("ISINs")) which are different from the security numbers assigned to be issued Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in whole or in part as one or more Global Notes registered respect of the Tranche. 3.5 For the purpose of Clause 3.3, the Principal Paying Agent will on behalf of the Issuer if specified in the name of applicable Final Terms that a Depository, or its nominee, designated by Permanent Bearer Global Note will represent the Corporation in the Written Direction of the Corporation delivered to the Note Trustee at the time of issue of such Notes, and in such event the Corporation shall execute and the Note Trustee shall certify and deliver one or more Global Notes that shallon issue: (a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; (c) in respect of Notes other than CMU Notes, in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) represent an aggregate amount equal in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the principal amount Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note free of payment to the Commissionaire Account of the outstanding Notes Arranger or such other Dealer as the Issuer may direct to be represented by one or more Global settle the Notes; (d) in any other case in respect of Notes other than CMU Notes, attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non- syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Principal Paying Agent's distribution account; and (ii) be delivered in the case of Notes issued on a syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note Trustee free of payment to the Commissionaire Account of the Arranger or such Depository or pursuant other Dealer as the Issuer may direct to such Depository’s instructionssettle the Notes; and (iiie) bear a legend substantially ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the following effect: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 19th DAY OF JUNENotes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.6 For the purposes of Clause 3.3, 2018 BETWEEN THERATECHNOLOGIES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA the Registrar or, as the case may be, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue: (THE “INDENTURE”). EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. a) (“CDS”in the case of the Registrar) TO THERATECHNOLOGIES INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note; (b) Each Depository designated for a (in the case of the Registrar) authenticate (or procure the authentication of) the Registered Global Note; (c) in respect of Notes other than CMU Notes, deliver the Registered Global Note mustto the specified common depositary for Euroclear and/or Clearstream, at Luxembourg against receipt from the time common depositary of its designation confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and at all times while it serves instruct Euroclear or Clearstream, Luxembourg or both of them (as such Depositorythe case may be) unless otherwise agreed in writing between the Registrar and the Issuer: (i) in the case of Notes issued on a, be non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a clearing agency registered or designated under syndicated basis, to credit the securities legislation Notes represented by the Registered Global Note free of payment to the Commissionaire Account of the jurisdiction where Arranger or such other Dealer as the Depository has its principal officesIssuer may direct to settle the Notes; and (d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.

ISSUE OF GLOBAL NOTES. (a) The Corporation may specify In the event that the Notes are to be issued in whole or in part as one or more Global Notes registered in the name of a Depository, or its nominee, designated by the Corporation in the Written Direction of the Corporation delivered to the Note Trustee at the time of issue of such Notes, and in such event the Corporation shall execute and the Note Trustee shall certify and deliver one or more Global Notes that shall: (i) represent an aggregate amount equal to the principal amount of the outstanding Notes to be represented by one or more Global Notes; (ii) be delivered by the Note Trustee to such Depository or pursuant to such Depository’s instructions; and (iii) in addition to any legend required by Applicable Securities Legislation, bear a legend substantially to the following effect: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 19th DAY OF JUNE, 2018 BETWEEN THERATECHNOLOGIES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA (THE “INDENTURE”). EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THERATECHNOLOGIES INCTERRACE ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” (b) Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices. (c) Global Notes issued to the Depository may be surrendered to the Trustee for an electronic position on the register of Noteholders to be maintained by the Trustee in accordance with Section 3.2(a). All Notes maintained in such electronic position will be valid and binding obligations of the Corporation, entitling the registered holders thereof to the same benefits as those registered holders who hold Notes in physical form. This Indenture and the provisions contained herein will apply, mutatis mutandis, to such Notes held in such electronic position. (d) Notwithstanding anything to the contrary herein, Notes required to bear the U.S. Legend, and Common Shares issuable upon conversion or redemption thereof, may be issued as a Global Note or, in the case of such Common Shares, as a global certificate, only if such Notes are initially issued pursuant to the exemption from the registration requirements of the 1933 Act provided by Rule 144A thereunder. Other Notes, including the Common Shares issuable upon conversion or redemption thereof, that are required to bear the U.S. Legend shall be issued as Restricted Physical Notes.

ISSUE OF GLOBAL NOTES. (a1) The Corporation may specify that the Notes are to be issued in whole or in part as one or more Global Notes Notes, that may or may not be Book Based Only Notes, registered in the name of a Depository, or its nominee, designated by the Corporation in the Written Direction of the Corporation delivered to the Note Trustee at the time of issue of such Notes, and in such event the Corporation shall execute and the Note Trustee shall certify and deliver one or more Global Notes that are not Book Based Only Notes that shall: (ia) represent an aggregate amount equal to the principal amount of the outstanding Notes to be represented by one or more Global Notes; (iib) be delivered released by the Note Trustee as instructed by the Corporation for further delivery to such Depository or pursuant to such Depository’s instructions; and (iiic) bear a legend substantially to the following effect, or as may otherwise be required by the Depository: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 19th 10th DAY OF JUNEMAY, 2018 2019 BETWEEN THERATECHNOLOGIES SUNDIAL GROWERS INC. AND COMPUTERSHARE ODYSSEY TRUST COMPANY OF CANADA (THE “INDENTURE”). EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THERATECHNOLOGIES SUNDIAL GROWERS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.” (b2) Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation Applicable Securities Legislation of the jurisdiction where the Depository has its principal offices.