EX-10.1



 Exhibit 10.1 
 AMENDED AND RESTATED 
 SHAREHOLDER RIGHTS PLAN AGREEMENT 

DATED AS OF APRIL 15, 2013 
 (AMENDING AND RESTATING A SHAREHOLDER RIGHTS PLAN AGREEMENT 
 DATED AS OF
FEBRUARY 10, 2010) 
 BETWEEN 
 THERATECHNOLOGIES INC. 
 and 

COMPUTERSHARE TRUST COMPANY OF CANADA 
 as Rights Agent 
 FASKEN MARTINEAU
DUMOULIN LLP 
 Stock Exchange Tower 

Suite 3400, Box 242 

800 Place Victoria 

Montreal, Québec H4Z 1E9 
 Shareholder rights plan 2013 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 ARTICLE 1
	 	 INTERPRETATION
	  	 	2	  
			
	 1.1
	 	 Certain Definitions
	  	 	2	  
			
	 1.2
	 	 Currency
	  	 	15	  
			
	 1.3
	 	 Descriptive Headings
	  	 	15	  
			
	 1.4
	 	 References to Agreement
	  	 	15	  
			
	 1.5
	 	 Calculation of Number and Percentage of Beneficial Ownership of Outstanding Common Shares
	  	 	16	  
			
	 1.6
	 	 Acting Jointly or in Concert
	  	 	16	  
			
	 1.7
	 	 Application of Statutes, Regulations and Rules
	  	 	16	  
			
	 ARTICLE 2
	 	 THE RIGHTS
	  	 	17	  
			
	 2.1
	 	 Legend on Certificates
	  	 	17	  
			
	 2.2
	 	 Execution, Authentication, Delivery and Dating of Rights Certificates
	  	 	17	  
			
	 2.3
	 	 Registration, Registration of Transfer and Exchange
	  	 	18	  
			
	 2.4
	 	 Mutilated, Destroyed, Lost and Stolen Rights Certificates
	  	 	19	  
			
	 2.5
	 	 Persons Deemed Owners of Rights
	  	 	19	  
			
	 2.6
	 	 Delivery and Cancellation of Certificates
	  	 	19	  
			
	 2.7
	 	 Agreement of Rights Holders
	  	 	20	  
			
	 2.8
	 	 Rights Certificate Holder Not Deemed a Shareholder
	  	 	21	  
			
	 ARTICLE 3
	 	 EXERCISE OF THE RIGHTS
	  	 	21	  
			
	 3.1
	 	 Initial Exercise Price, Exercise of Rights, Detachment of Rights
	  	 	21	  
			
	 3.2
	 	 Adjustments to Exercise Price, Number of Rights
	  	 	24	  
			
	 3.3
	 	 Date on Which Exercise is Effective
	  	 	30	  
			
	 ARTICLE 4
	 	 ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS
	  	 	30	  
			
	 4.1
	 	 Flip-in Event
	  	 	30	  
			
	 ARTICLE 5
	 	 THE RIGHTS AGENT
	  	 	32	  
			
	 5.1
	 	 General
	  	 	32	  
			
	 5.2
	 	 Merger or Amalgamation or Change of Name of Rights Agent
	  	 	33	  
			
	 5.3
	 	 Duties of Rights Agent
	  	 	34	  
			
	 5.4
	 	 Change of Rights Agent
	  	 	36	  
			
	 ARTICLE 6
	 	 MISCELLANEOUS
	  	 	36	  
			
	 6.1
	 	 Redemption and Waiver
	  	 	36	  
			
	 6.2
	 	 Expiration
	  	 	38	  
			
	 6.3
	 	 Issuance of New Rights Certificate
	  	 	39	  
			
	 6.4
	 	 Fractional Rights and Fractional Shares
	  	 	39	  
			
	 6.5
	 	 Supplements and Amendments
	  	 	39	  
			
	 6.6
	 	 Rights of Action
	  	 	41	  


  
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 TABLE OF CONTENTS (cont’d.) 

 


							
	 	 	 	  	Page	 
			
	 6.7
	 	 Notice of Proposed Actions
	  	 	41	  
			
	 6.8
	 	 Notices
	  	 	42	  
			
	 6.9
	 	 Costs of Enforcement
	  	 	42	  
			
	 6.10
	 	 Successors
	  	 	43	  
			
	 6.11
	 	 Benefits of this Agreement
	  	 	43	  
			
	 6.12
	 	 Governing Law
	  	 	43	  
			
	 6.13
	 	 Counterparts
	  	 	43	  
			
	 6.14
	 	 Severability
	  	 	43	  
			
	 6.15
	 	 Effective Date
	  	 	43	  
			
	 6.16
	 	 Determinations and Actions by the Board of Directors
	  	 	44	  
			
	 6.17
	 	 Time of the Essence
	  	 	44	  
			
	 6.18
	 	 Regulatory Approvals
	  	 	44	  
			
	 6.19
	 	 Language
	  	 	44	  


  
 2 








 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of
the 15th day of April, 2013 (amending and restating a
shareholder rights plan agreement dated as of February 10, 2010). 
  

			
	BETWEEN:	  	 THERATECHNOLOGIES INC.,

a corporation existing under the laws of Québec,
  

(hereinafter called the “Corporation”),

		
		  	OF THE FIRST PART,
		
	AND:	  	 COMPUTERSHARE TRUST COMPANY OF CANADA, a trust corporation existing under the laws of Canada, as rights agent,

 
 (hereinafter called the “Rights Agent”),

		
		  	OF THE SECOND PART.

 WHEREAS the Board of Directors of the Corporation has determined that it is advisable that the
Corporation renew the shareholder rights plan initially adopted by the Board of Directors on February 10, 2010 and approved by the shareholders of the Corporation on March 25, 2010 (the “Original Plan”), subject to
approval by the Independent Shareholders (as hereinafter defined) at the annual meeting of shareholders of the Corporation scheduled to be held on May 24, 2013, to ensure fair and equal treatment of all the Corporation’s shareholders in
the event of a take-over bid, to protect shareholders from coercive take-over tactics and to allow the Board of Directors and Shareholders of the Corporation adequate time to assess the bid and consider alternatives to enhance value for Shareholders
(the “Rights Plan”); 
 AND WHEREAS in order to implement the Rights Plan the Board of Directors of the
Corporation has: 
 (a) authorized the issuance of one right (a “Right”) in respect of each Common Share (as hereinafter
defined) outstanding at the Record Time (as hereinafter defined); and 
 (b) authorized the issuance of one Right in respect of each Common
Share issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time (as hereinafter defined); 
 AND WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase Common Shares of the Corporation, pursuant to the terms and subject to the conditions set forth herein;


  
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rights plan 2013 








 AND WHEREAS the Corporation desires to appoint the Rights Agent to act on behalf of the
Corporation and holders of Rights, and the Rights Agent is willing so to act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to
herein; 
 NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein the
parties hereby agree as follows: 
 ARTICLE 1 
 INTERPRETATION 
  

	1.1	Certain Definitions 

 For the purposes of
this Agreement, the following terms have the meanings indicated: 
  

	 	(a)	“1933 Securities Act” shall mean the Securities Act of 1933 of the United States, as amended, and the regulations thereunder, and any comparable or
successor regulations thereto; 

  

	 	(b)	“1934 Exchange Act” shall mean the Securities Exchange Act of 1934 of the United States, as amended, and the regulations thereunder, and any comparable
or successor regulations thereto; 

  

	 	(c)	“Acquiring Person” shall mean any Person who is the Beneficial Owner of 20% or more of the outstanding Common Shares of the Corporation.
Notwithstanding the foregoing, the term “Acquiring Person” shall not include: 

  

	 	(i)	the Corporation or any Subsidiary of the Corporation; 

  

	 	(ii)	any Person who becomes the Beneficial Owner of 20% or more of the outstanding Common Shares of the Corporation as a result of any one or any combination of:


  

	 	(a)	an acquisition and cancellation or redemption by the Corporation or a Subsidiary of the Corporation of Common Shares which, by reducing the number of Common Shares
outstanding, increases the percentage of outstanding Common Shares Beneficially Owned by such Person to 20% or more of the Common Shares outstanding (a “Share Reduction”); 


 

	 	(b)	an acquisition of Common Shares made pursuant to a Permitted Bid or a Competing Permitted Bid (a “Permitted Bid Acquisition”);


  

	 	(c)	an acquisition of Common Shares in respect of which the Board of Directors has waived the application of section 4.1 pursuant to the provisions of section 6.1 (an
“Exempt Acquisition”); 


  
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	 	(d)	a Convertible Security Acquisition; or 

  

	 	(e)	a Permitted Acquisition; 


provided, however, that if a Person shall become the Beneficial Owner of 20% or more of the Common Shares of the Corporation then
outstanding by reason of one or any combination of a Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Convertible Security Acquisition or a Permitted Acquisition and thereafter such Person, while such Person is the Beneficial
Owner of 20% or more of the Common Shares of the Corporation then outstanding, increases the number of Common Shares of the Corporation beneficially owned by such Person by more than 1% of the number of Common Shares outstanding (other than pursuant
to one or any combination of a Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Convertible Security Acquisition or a Permitted Acquisition) then, as of the date such Person becomes the Beneficial Owner of such additional
outstanding Common Shares of the Corporation, such Person shall be an “Acquiring Person”; 
  

	 	(iii)	for a period of 10 days after the Disqualification Date (as hereinafter defined), any Person who becomes the Beneficial Owner of 20% or more of the outstanding Common
Shares of the Corporation as a result of such Person becoming disqualified from relying on clause 1.1(f)(v) hereof because such Person makes or announces an intention to make a Take-over Bid in respect of the Common Shares of the Corporation alone
or by acting jointly or in concert with any other Person and, for this purpose, “Disqualification Date” means the first date of public announcement of facts indicating that such Person is making or intends to make a Take-over Bid;


  

	 	(iv)	an underwriter or member of a banking or selling group acting in such capacity that becomes the Beneficial Owner of 20% or more of the Common Shares of the Corporation
in connection with a distribution of securities of the Corporation; or 

  

	 	(v)	a Person (a “Grandfathered Person”) who is the Beneficial Owner of more than 20% of the outstanding Common Shares of the Corporation determined as of
the Record Time; provided, however, that this exemption shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Record Time, become the Beneficial Owner of additional
Common Shares of the Corporation that increases its Beneficial Ownership by more than 1% of the number of Common Shares of the Corporation outstanding (other than through one or any combination of a Share Reduction, a Permitted Bid Acquisition, an
Exempt Acquisition, a Convertible Security Acquisition or a Permitted Acquisition); 


  
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	 	(d)	“Affiliate”, when used to indicate a relationship with a specified corporation, means a Person who directly, or indirectly through one or more
controlled intermediaries, controls, or is controlled by, or is under common control with, such specified corporation; 

  

	 	(e)	“Associate” of a specified Person shall mean any Person to whom such specified Person is married or with whom such specified Person is living in a
conjugal relationship outside marriage, or any relative of such specified Person, said spouse or other Person who has the same home as such specified Person; 


 

	 	(f)	a Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial Ownership” of, and to “Beneficially Own”:


  

	 	(i)	any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or equity; 


 

	 	(ii)	any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to acquire (where such right is exercisable within a period
of 60 days, or upon the occurrence of a contingency) (a) upon the exercise of any Convertible Securities (other than a Right) or (b) pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing (other than
customary agreements with and between underwriters or banking group or selling group members with respect to a distribution of securities and other than pledges or hypothecs of securities in the ordinary course of business); and


  

	 	(iii)	any securities which are Beneficially Owned within the meaning of the foregoing provisions of this subsection 1.1(f) by any other Person with whom such Person is acting
jointly or in concert; 

 provided, however, that a Person shall not be deemed the Beneficial Owner of or to have
Beneficial Ownership of, or to Beneficially Own, any security because: 
  

	 	(iv)	such security has been agreed to be deposited or tendered pursuant to a Lock-up Agreement or is otherwise deposited or tendered pursuant to any Take-over Bid made by
such Person, made by any of such Person’s Affiliates or Associates or made by any Person acting jointly or in concert with such Person until such deposited security has been taken up or paid for, whichever shall occur first;


  

	 	(v)	such Person holds such security, provided that: 

  

	 	(a)	 the ordinary business of such Person (an “Investment Manager”) includes the management of mutual funds or investment funds for others
(which others, for greater certainty, may include or be limited to one or more employee benefit plans or pension plans) and such security is held by the Investment Manager in the ordinary course of such business in the performance of such




  
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Investment Manager’s duties for the account of any other Person or Persons (a “Client”) including non-discretionary accounts held on behalf of a broker or dealer registered
under applicable laws; or 

  

	 	(b)	such Person (a “Trust Corporation”) is licensed to carry on the business of a trust Corporation under applicable laws and, as such, acts as trustee or
administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (“Estate Accounts”) or in relation to other accounts (“Other Accounts”) and holds such security in the ordinary
course of such duties for the estate of any such deceased or incompetent Person or for such Estate Accounts or Other Accounts; or 

  

	 	(c)	such Person (an “Administrator”) is the administrator or the trustee of one or more pension funds or plans (each a “Plan”) or is a
Plan registered under applicable laws and holds such security in the ordinary course of such duties for such Plan; or 

  

	 	(d)	such Person is a Plan or is a Person established by statute (the “Statutory Body”) for purposes that include, and the ordinary business or activity of
such Person includes, the management of investment funds for employee benefit plans, pension plans, insurance plans (other than plans administered by insurance companies) of various public bodies and the Statutory Body holds such security for the
purposes of its activities as such; or 

  

	 	(e)	such Person is a Crown agent or agency; 

 provided that the Investment Manager, Trust Corporation, Administrator, the Plan, the Statutory Body or the Crown agent or agency, as the case may be, is not then making or has not announced a current
intention to make a Take-over Bid, alone or acting jointly or in concert with any other Person (other than an Offer to Acquire Shares of the Corporation by means of a distribution by the Corporation or by means of ordinary market transactions
(including pre-arranged trades) executed through the facilities of a stock exchange or organized over-the-counter market); 
  

	 	(vi)	such Person, any of such Person’s Affiliates or Associates or any Person acting jointly or in concert with such Person is a Client of the same Investment Manager
as another Person on whose account the Investment Manager holds such security, or by reason of such Person being an Estate Account or an Other Account of the same Trust Corporation as another Person on whose account the Trust Corporation holds such
security or by reason of such Person being a Plan which has an Administrator which is also a trustee for another Plan on whose account the Trustee holds such security; 


  
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	 	(vii)	such Person is (i) a Client of an Investment Manager and such security is owned at law or in equity by the Investment Manager, or (ii) an account of a Trust
Corporation and such security is owned at law or in equity by the Trust Corporation, or (iii) a Plan and such security is owned at law or in equity by the Administrator thereof; or 


 

	 	(viii)	such Person is the registered holder of securities as a result of carrying on the business of a securities depositary or as a result of being a nominee holder of such
securities. 

  

	 	(g)	“Board of Directors” shall mean the board of directors of the Corporation or, if duly constituted and whenever duly empowered, the executive committee
of the board of directors of the Corporation; 

  

	 	(h)	“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in Montreal, Québec are authorized or
obligated by law to close; 

  

	 	(i)	“Canadian Dollar Equivalent” of any amount which is expressed in United States dollars shall mean on any date the Canadian dollar equivalent of such
amount determined by multiplying such amount by the U.S.-Canadian Exchange Rate in effect on such date; 

  

	 	(j)	“Canadian-U.S. Exchange Rate” shall mean on any date the inverse of the U.S.-Canadian Exchange Rate; 


 

	 	(k)	“Close of Business” on any date shall mean the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day)
at which the offices of the transfer agent for the Shares (or, after the Separation Time, the offices of the Rights Agent in Montreal, Québec) are closed to the public in the city in which such transfer agent or Rights Agent has an office for
the purposes of this Agreement; 

  

	 	(l)	“Common Share” when used with reference to the Corporation, shall mean the Common Shares and/or any other shares entitled to vote generally in the
election of directors, as the context requires, and, when used with reference to any Person other than the Corporation, shall mean shares of capital stock of such other Person entitled to vote generally in the election of the directors of such other
Person. 

  

	 	(m)	“Companies Act” shall mean the Companies Act (Québec), as amended, and the regulations made thereunder, and any comparable or successor
laws or regulations thereto; 

  

	 	(n)	“Competing Permitted Bid” means a Take-over Bid that is made by means of a Take-over Bid circular and which also complies with the following additional
provisions: 

  

	 	(i)	the Take-over Bid is made after a Permitted Bid has been made and prior to the expiry of the Permitted Bid or of any other Competing Permitted Bids (in this definition
the “Prior Bids”); 


  
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	 	(ii)	the Take-over Bid satisfies all components of the definition of a Permitted Bid other than the requirements set out in clause (ii) of such definition; and


  

	 	(iii)	the Take-over Bid contains, and the take-up and payment for Common Shares tendered or deposited thereunder are subject to, irrevocable and unqualified conditions that
no Common Shares will be taken up and paid for pursuant to such Take-over Bid (x) prior to the Close of Business on a date that is no earlier than the later of (1) the earliest date on which Common Shares may be taken up and paid for under
any Prior Bids in existence when the Take-over Bid is made and (2) 35 days after the date of such Take-over Bid constituting the Competing Permitted Bid, and (y) unless, at the time that the Common Shares are to be taken up, more than 50%
of the then outstanding Common Shares held by Independent Shareholders, have been deposited or tendered pursuant to such Take-over Bid and not withdrawn; 

  

	 	(o)	“controlled”: a corporation is “controlled” by another Person or two or more Persons, acting jointly or in concert, if:


  

	 	(i)	securities entitled to vote in the election of directors carrying more than 50% of the votes for the election of the directors are held, directly or indirectly, by or
for the benefit of the other Person or Persons acting jointly or in concert; and 

  

	 	(ii)	the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such corporation; 


and “controls”, “controlling” and “under common control with” shall be interpreted
accordingly; 
  

	 	(p)	“Convertible Securities” means at any time any securities issued by the Corporation from time to time (other than the Rights) carrying any exercise,
conversion or exchange right pursuant to which the holder thereof may acquire Common Shares or other securities which are convertible into exercisable or exchangeable for Common Shares. 


 

	 	(q)	“Convertible Securities Acquisition” means the acquisition of Common Shares upon the exercise of a Convertible Security received by a Person pursuant
to a Permitted Bid Acquisition, an Exempt Acquisition or a Permitted Acquisition. 

  

	 	(r)	“dividends paid in the ordinary course” shall mean cash dividends paid at regular intervals in any financial year of the Corporation to the extent that
such cash dividends do not exceed, in the aggregate, the greatest of: 

  

	 	(i)	200% of the aggregate amount of cash dividends declared payable by the Corporation on its Shares in its immediately preceding financial year; 


  
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	 	(ii)	300% of the arithmetic average of the aggregate amounts of cash dividends declared payable by the Corporation on its Shares in its three immediately preceding financial
years; 

  

	 	(iii)	100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding financial year; and


  

	 	(iv)	100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its current financial year; 


 

	 	(s)	“Effective Date” shall mean March 25, 2010; 

  

	 	(t)	“Election to Exercise” shall have the meaning ascribed thereto in clause 3.1(e)(ii); 


 

	 	(u)	“Exempt Acquisition” shall have the meaning ascribed thereto in subclause 1.1(c)(ii)(c); 


 

	 	(v)	“Exercise Price” shall mean, as of any date, the price at which a holder of a Right may purchase Common Shares issuable upon exercise of such Right.
Subject to adjustment thereof in accordance with the terms hereof, the Exercise Price for each Right shall be $5.00; 

  

	 	(w)	“Expiration Time” shall mean the earlier of: 

  

	 	(i)	the Termination Time; or 

  

	 	(ii)	the close of business on the date of the termination of the Corporation’s 2013 annual meeting of shareholders if this Agreement is not reconfirmed and approved by
the Independent Shareholders in accordance with section 6.15; 

  

	 	(iii)	the close of business on the date of the termination of the Corporation’s 2016 annual meeting of shareholders if this Agreement is not reconfirmed and approved by
the Independent Shareholders in accordance with section 6.15; 

  

	 	(x)	“Flip-in Event” shall mean a transaction in or pursuant to which any Person shall become an Acquiring Person provided, however, that a Flip-in Event
shall be deemed to occur at the Close of Business on the tenth day (or on such later day as the Board of Directors shall determine) after a Stock Acquisition Date; 


 

	 	(y)	“Grandfathered Person” shall have the meaning ascribed thereto in clause 1.1(c)(v); 


  
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	 	(z)	“Independent Shareholders” shall mean all holders of Common Shares of the Corporation, other than (i) any Acquiring Person, (ii) any Offeror
other than a Person described in paragraph (v) of the definition of “Beneficial Owner”, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any
Acquiring Person or Offeror, and (v) any Person who is an administrator or trustee of any employee benefit plan, deferred profit sharing plan, stock participation plan or any similar plan or trust for the benefit of employees of the Corporation
or a wholly-owned Subsidiary of the Corporation, unless the beneficiaries of such plan or trust direct the manner in which such Common Shares are to be voted or direct whether the Common Shares are to be tendered to a Take-over Bid;


  

	 	(aa)	“Lock-up Agreement” means an agreement between an Offeror, any of its Affiliates or Associates or any other Person acting jointly or in concert with
the Offeror and a Person (the “Locked-up Person”) who is not an Affiliate or Associate of the Offeror or a Person acting jointly or in concert with the Offeror whereby the Locked-up Person agrees to deposit or tender the Common
Shares by the Locked-up Person to the Offeror’s Take-over Bid or to any Take-over Bid made by any of the Offeror’s Affiliates or Associates or made by any other Person acting jointly or in concert with the Offeror (the “Subject
Bid”), where (A) in the context of a Subject Bid that is supported by the Corporation, the agreement shall terminate automatically or may be terminated by the Locked-up Person upon termination, in accordance with its terms, of the
agreement between the Offeror, any of its Affiliates or Associates or any other Person acting jointly or in concert with the Offeror and the Corporation, under which it was agreed that the Offeror or any Affiliates or Associates or any other Person
acting jointly or in concert with the Offeror would acquire all of the Common Shares outstanding in accordance with the terms of the agreement, (B) in the context of a Subject Bid that is not supported by the Corporation, where the agreement:


  

	 	(i)	permits the Locked-up Person to withdraw the Common Shares from the agreement in order to tender or deposit the Common Shares to another Take-over Bid or to support
another transaction that in either case will provide greater value to the Locked-up Person than the Subject Bid; or 

  

	 	(ii)	(a) permits the Locked-up Person to withdraw the Common Shares from the agreement in order to tender or deposit the Common Shares to another Take-over Bid or to support
another transaction that contains an offering price for each Common Share that exceeds by as much as or more than a specified amount (the “Specified Amount”) the offering price for each Common Share contained in or proposed to be
contained in the Subject Bid; and (b) does not by its terms provide for a Specified Amount that is greater than 7% of the offering price contained in or proposed to be contained in the Subject Bid; and 


 

	 	(iii)	does not provide for any “break-up fees”, “top-up fees”, penalties, expenses or other amounts that exceed in the aggregate the greater
of: 

  

	 	(a)	the cash equivalent of 2.5% of the price or value payable under the Take-over Bid to a Locked-up Person; and 


 

	 	(b)	50% of the amount by which the price or value payable under another Take-over Bid or transaction to a Locked-up Person exceeds the price or value of the consideration
that such Locked-up Person would have received under the Take-over Bid; 


  
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 which shall be payable by a Locked-up Person pursuant to the Lock-up Agreement in the event
a Locked-up Person fails to deposit or tender Common Shares to the Take-over Bid or withdraws Common Shares in order to accept the other Take-over Bid or support another transaction; 

and for a greater clarity an agreement may contain a right of first refusal or require a period of delay to give an offeror an opportunity
to match a higher price in another Take-over Bid or other similar limitation on a Locked-up Person as long as the Locked-up Person can accept another bid or tender to another transaction; 

 

	 	(bb)	“Market Price” per share of any securities on any date of determination shall mean the weighted average trading price per share of such securities
(determined as described below) for the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in section 3.2 shall
have caused the sale prices in respect of any Trading Day used to determine the Market Price not to be fully comparable with the sale prices on such date of determination or, if the date of determination is not a Trading Day, on the immediately
preceding Trading Day, each such sale price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 3.2 in order to make it fully comparable with the sale price on such date of determination
or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The weighted average trading price per share of any securities on any date shall be determined by dividing the aggregate sale price of all securities
sold on the principal stock exchange in Canada on which such securities are listed and posted for trading divided by the total number of securities so sold; and 


 

	 	(i)	if for any reason such prices are not available on such day or the securities are not listed and posted for trading on any stock exchange in Canada, the Market Price
shall be calculated using the sale prices for such securities as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange in the United
States on which such securities are listed or admitted to trading; 

  

	 	(ii)	 if for any reason such prices are not available on such day or the securities are not listed and posted for trading on a stock exchange in Canada or a




  
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national securities exchange in the United States, the Market Price shall be calculated using the average of the high bid and low asked prices of each share of such securities in the
over-the-counter market, as reported by The National Association of Securities Dealers, Inc. or such other comparable system then in use; or 

  

	 	(iii)	if on any such date the securities are not quoted by any such organization, the Market Price shall be calculated using the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the securities; 

 provided, however, that if on any
such date the securities are not traded on any exchange or in the over-the-counter market and the price referred to in clause 1.1(bb)(iii) is not available, the closing price per share of such securities on such date shall mean the fair value per
share of such securities on such date as determined by a nationally or internationally recognized investment dealer or investment banker with respect to the fair value per share of such securities. The Market Price shall be expressed in Canadian
dollars and if initially determined in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such amount shall be translated into Canadian dollars on such date at the Canadian Dollar
Equivalent thereof; 
  

	 	(cc)	“Offer to Acquire” shall include: 

  

	 	(i)	an offer to purchase, or a solicitation of an offer to sell Common Shares; and 


 

	 	(ii)	an acceptance of an offer to sell Common Shares, whether or not such offer to sell has been solicited; 


or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person who
made the offer to sell; 
  

	 	(dd)	“Offeror” shall mean a Person who has announced a current intention to make or who is making a Take-over Bid (including a Permitted Bid or a Competing
Permitted Bid) but only so long as the Take-over Bid so made or announced has not been withdrawn or terminated or has not expired; 

  

	 	(ee)	“Original Plan” shall mean the shareholder rights plan agreement between the Corporation and the Rights Agent dated February 10, 2010 and approved
by the shareholders of the Corporation on March 25, 2010; 

  

	 	(ff)	“Permitted Acquisition” shall mean an acquisition of Common Shares of the Corporation by a Person: 


 

	 	(i)	as a result of a stock dividend, a stock split or other event pursuant to which such Person receives or acquires Common Shares of the Corporation or Convertible
Securities on the same pro rata basis as all other holders of Common Shares, or 


  
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	 	(ii)	pursuant to a regular dividend reinvestment or other plan of the Corporation made available by the Corporation to the holders of Common Shares of the Corporation, or


  

	 	(iii)	pursuant to the receipt and/or exercise of rights issued by the Corporation to all of the holders of Common Shares of the Corporation to subscribe for or purchase
Common Shares of the Corporation or Convertible Securities, provided that such rights are acquired directly from the Corporation and not from any other Person, provided that the Person does not thereby acquire a greater percentage of Common Shares
than the Person’s percentage of Common Shares Beneficially Owned immediately prior to such acquisition or exercise; or 

  

	 	(iv)	pursuant to a distribution to the public by the Corporation of Common Shares, or securities convertible into or exchangeable for Common Shares or Convertible
Securities, pursuant to a prospectus, provided that the Person does not thereby acquire a greater percentage of such Common Shares or Convertible Securities or securities convertible into or exchangeable for Common Shares or Convertible Securities,
so offered than the Person’s percentage of Common Shares Beneficially Owned immediately prior to such acquisition or to an amalgamation, merger or other statutory procedure requiring shareholders’ approval; or 


 

	 	(v)	pursuant to a distribution by the Corporation of Common Shares or Convertible Securities by way of a private placement by the Corporation or upon the exercise by an
individual employee of stock options granted under a stock option plan of the Corporation or rights to purchase securities granted under a share purchase plan of the Corporation, provided that (1) all necessary stock exchange approvals for such
private placement, stock option plan or share purchase plan have been obtained and such private placement, stock option plan or share purchase plan complies with the terms and conditions of such approvals and (2) such Person does not become the
Beneficial Owner of more than 25% of the Common Shares outstanding immediately prior to the distribution, and in making this determination the Common Shares to be issued to such Person in the distribution shall be deemed to be held by such Person
but shall not be included in the aggregate number of outstanding Common Shares immediately prior to the distribution; 

  

	 	(gg)	“Permitted Bid” means a Take-over Bid that is made by means of a Take-over Bid circular and that also complies with the following additional
provisions: 

  

	 	(i)	the Take-over Bid is made to all holders of Common Shares of the Corporation as registered on the books of the Corporation, other than the Offeror;



  
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	 	(ii)	the Take-over Bid contains, and the take-up and payment for Common Shares tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that
no Common Shares shall be taken up and paid for pursuant to the Take-over Bid prior to the Close of Business on the date which is not less than 60 days after the date of the Take-over Bid and only if at such date more than 50% of the Common Shares
then outstanding held by Independent Shareholders, shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn; 

  

	 	(iii)	the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, Common Shares may be deposited pursuant to such
Take-over Bid at any time during the period of time between the date of the Take-over Bid and the date on which the Common Shares may be taken up and paid for and that any such shares deposited pursuant to the Take-over Bid may be withdrawn until
taken up and paid for; and 

  

	 	(iv)	the Take-over Bid contains an irrevocable and unqualified provision that in the event that more than 50% of the Common Shares then outstanding held by Independent
Shareholders shall have been deposited to the Take-over Bid as at the date of first take-up or payment for Common Shares under the Take-over Bid, the Offeror will make a public announcement of that fact and the Take-over Bid will remain open for
deposits and tenders of Common Shares for not less than 10 Business Days from the date of such public announcement; 

  

	 	(hh)	“Permitted Bid Acquisition” shall have the meaning ascribed thereto in subclause 1.1(c)(ii)(b); 


 

	 	(ii)	“Person” shall include any individual, body corporate, firm, partnership, association, cooperative, trust, trustee, executor, administrator, legal
personal representative, group, unincorporated organization, syndicate, government or governmental agency or instrumentality, or any other entity; 

  

	 	(jj)	“Record Time” shall mean 6:00 p.m. (Montreal time) on the Effective Date; 


 

	 	(kk)	“Right” shall have the meaning ascribed thereto in the recitals hereto; 


 

	 	(ll)	“Rights Agent” shall mean Computershare Trust Company of Canada; 


 

	 	(mm)	“Rights Certificates” shall mean the certificates representing the Rights after the Separation Time, which shall be in the form attached hereto as
Exhibit A; 


  
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	 	(nn)	“Rights Register” and “Rights Registrar” shall have the respective meanings ascribed thereto in subsection 2.3(a); 


 

	 	(oo)	“Securities Act (Ontario)” shall mean the Securities Act, R.S.O. 1990, c. S.5, as amended, and the regulations thereunder, and any
comparable or successor laws or regulations thereto; 

  

	 	(pp)	“Securities Act (Québec)” shall mean the Securities Act, R.S.Q. c. V-1.1, as amended, and the regulations thereunder, and any
comparable or successor laws or regulations thereto; 

  

	 	(qq)	“Separation Time” shall mean, subject to subsection 6.1(f), the Close of Business on the tenth Business Day after the earlier of:


  

	 	(i)	the Stock Acquisition Date; 

  

	 	(ii)	the date of the commencement of, or first public announcement of the intent of any Person (other than the Corporation or any Subsidiary of the Corporation) to commence
a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid, as the case may be); and 

  

	 	(iii)	the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such; 


or such later time as may be determined by the Board of Directors acting in good faith; provided that if the Take-over Bid expires, or is
cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this subsection 1.1(nn), never to have been made and provided further that if the Board of Directors determines
pursuant to section 6.1 hereof to waive the application of section 4.1 to a Flip-in Event, the Separation Time in respect of such Flip-in Event shall be deemed never to have occurred; 

 

	 	(rr)	“Shares” shall mean the shares in the capital of the Corporation; 


 

	 	(ss)	“Share Reduction” shall have the meaning ascribed thereto in subclause 1.1(c)(ii)(a); 


 

	 	(tt)	“Stock Acquisition Date” shall mean the date of the first public announcement (which for the purposes of this definition shall include, without
limitation, the filing of a report pursuant to the Securities Act (Ontario) or pursuant to the Securities Act (Québec) or section 13(d) under the 1934 Exchange Act) by the Corporation or an Acquiring Person of facts
indicating that a Person has become an Acquiring Person; 

  

	 	(uu)	“Subsidiary” of a Person shall have the meaning ascribed thereto in the Securities Act (Ontario); 


  
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	 	(vv)	“Take-over Bid” shall mean an Offer to Acquire Common Shares of the Corporation or other securities convertible into Common Shares of the Corporation,
where the Common Shares or other securities of the Corporation subject to the Offer to Acquire are acquired at the date of such Offer to Acquire by the Person making such Offer to Acquire, together with the Common Shares Beneficially Owned by the
Person making the Offer to Acquire would constitute in the aggregate 20% or more of the outstanding Common Shares of the Corporation; 

  

	 	(ww)	“Termination Time” shall mean the time at which the right to exercise Rights shall terminate pursuant to subsection 6.1(e) or section 6.15;


  

	 	(xx)	“Trading Day”, when used with respect to any securities, shall mean a day on which the principal United States or Canadian securities exchange on which
such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any United States or Canadian securities exchange, a Business Day; 


 

	 	(yy)	“US.-Canadian Exchange Rate” shall mean on any date: 

  

	 	(i)	if on such date the Bank of Canada sets an average noon spot rate of exchange for the conversion of one United States dollar into Canadian dollars, such rate; and


  

	 	(ii)	in any other case, the rate for such date for the conversion of one United States dollar into Canadian dollars which shall be calculated in the manner determined by the
Board of Directors from time to time acting in good faith; 

  

	 	(zz)	“US. Dollar Equivalent” of any amount which is expressed in Canadian dollars shall mean on any date the United States dollar equivalent of such amount
determined by multiplying such amount by the Canadian-U.S. Exchange Rate in effect on such date. 

  

	1.2	Currency 

 All sums of money which are
referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified. 
  

	1.3	Descriptive Headings 

 Descriptive
headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 
  

	1.4	References to Agreement 

 References to
“this Agreement”, “hereto”, “herein” “hereby” “hereunder”, “hereof” and similar expressions refer to this Agreement, as amended or supplemented from time to time, and not to any particular
Article, section, subsection, clause, subclause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto. 

  
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	1.5	Calculation of Number and Percentage of Beneficial Ownership of Outstanding Common Shares 


 

	 	(a)	For the purposes of this Agreement, in determining the percentage of the outstanding Common Shares of the Corporation with respect to which a Person is or is deemed to
be the Beneficial Owner, all unissued Common Shares of the Corporation of which such Person is deemed to be the Beneficial Owner shall be deemed to be outstanding. 


 

	 	(b)	The percentage of outstanding Common Shares of the Corporation Beneficially Owned by any Person shall, for the purposes of this Agreement, be and be deemed to be the
product determined by the formula: 

  

									
		 	100 x	  	 A
 B
	  		  	
					
		 	where:	  	A	  	=	  	the number of votes for the election of all directors generally attaching to the Common Shares Beneficially Owned by such Person; and
					
		 		  	B	  	=	  	the number of votes for the election of all directors generally attaching to all outstanding Common Shares of the Corporation.

  

	1.6	Acting Jointly or in Concert 

 For purposes of this Agreement, a Person shall be acting jointly or in concert with another Person if such Person has any agreement, arrangement or understanding (whether formal or informal and whether or
not in writing) with such other Person to acquire, or Offer to Acquire any Common Shares of the Corporation (other than customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of
securities by way of a prospectus or by way of a private placement or pursuant to a pledge of securities in the ordinary course of business). 
  

	1.7	Application of Statutes, Regulations and Rules 

 Where a statute, regulation or rule is referred to in a definition or other provision of this Agreement, it shall be conclusively deemed to have application in the contemplated circumstances
notwithstanding that such statute, regulation or rule might not, but for the provisions of this section 1.7 have application for want of jurisdiction or otherwise. 

  
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 ARTICLE 2 
 THE RIGHTS 
  

	2.1	Legend on Certificates 


Certificates for Common Shares issued after the Record Time but prior to the Close of Business on the earlier of the Separation Time and
the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: 

UNTIL THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES AND
ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE
15th DAY OF APRIL, 2013 (THE “RIGHTS
AGREEMENT”) BETWEEN THERATECHNOLOGIES INC. (THE “CORPORATION”) AND COMPUTERSHARE TRUST COMPANY OF CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF)
THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE HEAD OFFICE OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY
BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR
ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. 
 Certificates representing Common Shares that are
issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time. 

 

	2.2	Execution, Authentication, Delivery and Dating of Rights Certificates 


 

	 	(a)	The Rights Certificates shall be executed on behalf of the Corporation by any of the Chairman of the Board, the President and Chief Executive Officer or the Vice
President, Finance and Chief Financial Officer, together with any other of such persons or together with any one of the Secretary or any other officer of the Corporation. The signature of any such officers of the Corporation on the Rights
Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. 


  
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	 	(b)	Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver Rights Certificates
executed by the Corporation to the Rights Agent for countersignature and disclosure statement describing the Rights, and the Rights Agent shall manually (or by facsimile signature in a manner satisfactory to the Corporation) countersign and deliver
such Rights Certificates to the holders of the Rights pursuant to subsection 3.1(d). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. 


 

	 	(c)	Each Rights Certificate shall be dated the date of the countersignature thereof. 


 

	2.3	Registration, Registration of Transfer and Exchange 

  

	 	(a)	After the Separation Time, the Corporation will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable regulations as
it may prescribe, the Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the “Rights Registrar” for the purpose of maintaining the Rights Register for the Corporation and
registering Rights and transfers of rights as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times. After the
Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of subsection 2.3(c), the Corporation will execute, and the Rights Agent will
countersign, register and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as
did the Rights Certificates so surrendered. 

  

	 	(b)	All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be valid obligations of the Corporation, and such Rights shall be entitled
to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. 

  

	 	(c)	Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this section
2.3, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) in connection
therewith. 


  
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	2.4	Mutilated, Destroyed, Lost and Stolen Rights Certificates 

  

	 	(a)	If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Corporation shall execute and the Rights Agent shall manually
countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as the Rights Certificate so surrendered. 

  

	 	(b)	If there shall be delivered to the Corporation and the Rights Agent prior to the Expiration Time: (i) evidence to their satisfaction of the destruction, loss or
theft of any Rights Certificate; and (ii) such security or indemnity as may be required by each of them to save each of them and any of their agents harmless, then, in the absence of notice to the Corporation or the Rights Agent that such
Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and upon its request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights
Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen. 

  

	 	(c)	As a condition to the issuance of any new Rights Certificate under this section 2.4, the Corporation may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. 


 

	 	(d)	Every new Rights Certificate issued pursuant to this section 2.4 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence the contractual obligation
of the Corporation, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights
duly issued by the Corporation. 

  

	2.5	Persons Deemed Owners of Rights 

 Prior to due presentment of a Rights Certificate, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name such Rights Certificate
(or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby, for all purposes whatsoever. As used in this Agreement, unless the context otherwise
requires, the term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, the associated Common Shares). 
  

	2.6	Delivery and Cancellation of Certificates 

 All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent
and, in any case, shall be promptly cancelled by the Rights Agent. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Corporation may have
acquired in 

  
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any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any
Rights Certificates cancelled as provided for in this section 2.6, except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable law, destroy all cancelled Rights Certificates and deliver a certificate of destruction
to the Corporation upon request. 
  

	2.7	Agreement of Rights Holders 

 Every holder of Rights by accepting such Rights consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights: 

 

	 	(a)	to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of the Rights held;


  

	 	(b)	that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Share;


  

	 	(c)	that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein;


  

	 	(d)	that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the
Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate, made by anyone other than the Corporation or the Rights Agent)
for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary; 

  

	 	(e)	that such holder of Rights is not entitled to receive any fractional Rights or any fractional Common Shares upon exercise of a Right (except as provided herein);


  

	 	(f)	that without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or
amended from time to time pursuant to and as provided herein; and 

  

	 	(g)	notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent and their respective directors and officers shall have any
liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency or commission or any statute, rule, regulation or executive order promulgated or enacted by such governmental or regulatory authority, prohibiting or otherwise
restraining performance of such obligation. 


  
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	2.8	Rights Certificate Holder Not Deemed a Shareholder 

 No holder, as such, of any Right or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever the holder of any Common Share which may at any time be issuable
on the exercise of such Right, nor shall anything contained herein or in any Rights Certificate be construed or deemed to confer upon the holder of any Right or Rights Certificate, as such, any of the rights, titles, benefits or privileges of a
shareholder of the Corporation or any right to vote at any meeting of shareholders of the Corporation whether for the election of directors or otherwise or upon any matter submitted to holders of any Shares at any meeting thereof, or to give or
withhold consent to any action of the Corporation, or to receive notice of any meeting or other action affecting any shareholder of the Corporation except as expressly provided herein, or to receive dividends, distributions or subscription rights,
or otherwise, until the Right or Rights evidenced by any Rights Certificate shall have been duly exercised in accordance with the terms and provisions hereof. 
 ARTICLE 3 
 EXERCISE OF THE RIGHTS 

 

	3.1	Initial Exercise Price, Exercise of Rights, Detachment of Rights 

  

	 	(a)	Subject to adjustment as herein set forth, from and after the Separation Time and prior to the Expiration Time, each Right will entitle the holder thereof to purchase
one Common Share for the Exercise Price (or its U.S. Dollar Equivalent) as at the Close of Business on the day immediately preceding the date of the exercise of the Right (which Exercise Price and number of Common Shares are subject to
adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void. 


 

	 	(b)	Until the Separation Time: 

  

	 	(i)	the Rights shall not be exercisable and no Right may be exercised; and 

  

	 	(ii)	each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to
be a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. 

  

	 	(c)	From and after the Separation Time and prior to the Expiration Time: 

  

	 	(i)	the Rights shall be exercisable; and 

  

	 	(ii)	the registration and transfer of the Rights shall be separate from and independent of the Common Shares. 


 

	 	(d)	 Promptly following the Separation Time, the Corporation will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the




  
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Separation Time (other than an Acquiring Person and other than, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the
holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of the Corporation (and the Corporation hereby agrees to furnish copies of such records to the Rights Agent for this purpose):


  

	 	(i)	a Rights Certificate representing the number of Rights held by such holder at the Separation Time in substantially the form of Exhibit A hereto, appropriately completed
and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to
comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be
listed or traded, or to conform to usage; and 

  

	 	(ii)	a disclosure statement describing the Rights; 

 provided that a Nominee shall be sent the materials provided for in clauses 3.1(d)(i) and 3.1(d)(ii) only in respect of all Common Shares held of record by it which are not Beneficially Owned by an
Acquiring Person. 
  

	 	(e)	Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent:


  

	 	(i)	the Rights Certificate evidencing such Rights; 

  

	 	(ii)	an election to exercise such Rights (an “Election to Exercise”), substantially in the form attached to the Rights Certificate, duly completed and
executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and


  

	 	(iii)	 payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the applicable Exercise
Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of
certificates for the relevant Common Shares in a name other than that of the holder of the Rights being exercised. The Rights Agent may retain any cash balance held in connection with this Agreement and may, but need not, hold same in its deposit
department or the deposit department of one of its Affiliates; but the Rights Agent and its 



  
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Affiliates shall not be liable to account for any profit to the Corporation or any other person or entity other than at a rate, if any, established from time to time by the Rights Agent or one of
its Affiliates. 

  

	 	(f)	Upon receipt of the Rights Certificate which is accompanied by a completed Election to Exercise (provided that such Right is not null and void pursuant to subsection
4.1(b)) and payment as set forth in clause 3.1(e)(iii), the Rights Agent (unless otherwise instructed in writing by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this
Agreement) will thereupon promptly: 

  

	 	(i)	requisition from the transfer agent for the Common Shares certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably
authorizing its transfer agents to comply with all such requisitions); 

  

	 	(ii)	when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares; 


 

	 	(iii)	after receipt of such Common Share certificate referred to in clause 3.1(f)(i), deliver the same to or to the order of the registered holder of such Rights Certificate,
registered in such name or names as may be designated by such holder; 

  

	 	(iv)	when appropriate, after receipt, deliver such cash referred to in clause 3.1(f)(ii) to or to the order of the registered holder of the Rights Certificate; and


  

	 	(v)	tender to the Corporation all payments received on exercise of the Rights. 


 

	 	(g)	In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the
Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. 

  

	 	(h)	The Corporation covenants and agrees that it will: 

  

	 	(i)	take all such reasonable action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of
delivery of the certificates representing such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, issued and delivered as fully paid and non-assessable; 


 

	 	(ii)	 take all such actions as may be necessary and within its power to comply with any applicable requirements of the Companies Act, the Securities Act
(Ontario), the Securities Act (Québec) and the securities act or comparable legislation of each of the other provinces of Canada, the 1933 Securities Act and the 1934 Exchange Act (if applicable) and any other




  
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applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights;


  

	 	(iii)	use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal exchanges on which the Common Shares were traded
immediately prior to the Stock Acquisition Date; 

  

	 	(iv)	cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this Agreement, will from time
to time be sufficient to permit the exercise in full of all outstanding Rights; and 

  

	 	(v)	pay when due and payable any and all federal and provincial transfer taxes (for greater certainty not including any income taxes of the holder or exercising holder or
any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be
payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised.


  

	3.2	Adjustments to Exercise Price, Number of Rights 

 The Exercise Price, the number of Common Shares (or other securities) subject to purchase upon the exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time
as provided in this section 3.2. 
  

	 	(a)	In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time: 


 

	 	(i)	declare or pay a dividend on the Common Shares payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common
Shares or other capital stock of the Corporation) other than pursuant to any dividend reinvestment program; 

  

	 	(ii)	subdivide or change the outstanding Common Shares of any class into a greater number of Common Shares; or 


 

	 	(iii)	combine or change the outstanding Common Shares of any class into a smaller number of Common Shares; or 


 

	 	(iv)	issue any new Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) in respect of, in lieu of or in
exchange for existing Common Shares, in a reclassification, amalgamation, merger, statutory arrangement or consolidation, 


  
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 the Exercise Price and the number of Rights outstanding, or, if the payment or effective
date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted in the manner set forth below. 
 If the Exercise Price and the number of Rights outstanding are to be adjusted: 
  

	 	(i)	the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common
Shares (or other capital stock) (the “Expansion Factor”) that a holder of one Common Share immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter as a result thereof (assuming the
exercise of all such exchange or conversion rights, if any); and 

  

	 	(ii)	each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, 


and the adjusted number of Rights will be deemed to be distributed among the Common Shares with respect to which the original Rights were
associated (if they remain outstanding) and the Common Shares issued in respect of such dividend, subdivision, change, consolidation or issuance, so that each such Common Share (or other capital stock) will have exactly one Right associated with it.

 If the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each
Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, consolidation or issuance would hold immediately thereafter as a
result thereof. To the extent that such rights of exchange, conversion or acquisition are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect based on the number
of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights. 
 If an event occurs which would require an adjustment under both this section 3.2 and section 4.1, the adjustment provided for in this section 3.2 shall be in addition to, and shall be made prior
to, any adjustment required under section 4.1. 
 If the Corporation shall at any time after the Record Time and prior to
the Separation Time issue any Common Shares otherwise than in a transaction referred to in this subsection 3.2(a), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the
certificate representing such Common Share. 
  

	 	(b)	 In case the Corporation shall at any time after the Record Time and prior to the Separation Time fix a record date for the issuance of rights, options
or warrants to all holders of Common Shares entitling them to subscribe for or purchase (for a 



  
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period expiring within 45 calendar days after such record date) Common Shares (or shares having the same rights, privileges and preferences as Common Shares (“equivalent Common
Shares”)) or securities convertible into Common Shares or equivalent Common Shares at a price per Common Share or per equivalent Common Share (or having a conversion price per share, if a security convertible into Common Shares or
equivalent Common Shares) less than 90% of the Market Price per Common Share on such record date, the Exercise Price in respect of the Rights to be in effect after such record date shall be determined by multiplying the Exercise Price in respect of
the Rights in effect immediately prior to such record date by a fraction: (i) the numerator of which shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the
total number of Common Shares and/or equivalent Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Market Price per Common Share; and (ii) the
denominator of which shall be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares and/or equivalent Common Shares to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Such adjustment shall be made successively whenever such a
record date is fixed and, in the event that such rights or warrants are not so issued, the Exercise Price in respect of the Rights shall be readjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. To
the extent that such rights of conversion, exchange or purchase are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or
securities convertible into or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights. 

  

	 	(c)	For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to a dividend or interest reinvestment
plan or any Common Share purchase plan providing for the reinvestment of dividends or interest payable on the securities of the Corporation or the investment of periodic optional payments or any employee benefit, stock option or similar plans shall
be deemed not to constitute an issue of rights, options or warrants by the Corporation; provided, however, that in all such cases the right to purchase Common Shares is at a price per share of not less than 90% of the current market price per share
(determined as provided in such plans) of Common Shares. 

  

	 	(d)	 In case the Corporation shall at any time after the Record Time and prior to the Separation Time fix a record date for a distribution to all holders of
Common Shares (including any such distribution made in connection with a merger in 



  
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which the Corporation is the continuing Corporation) of evidences of indebtedness or assets, including cash (other than a dividend paid in the ordinary course or a dividend paid in Common Shares,
but including any dividend payable in securities other than Common Shares), or subscription rights or warrants entitling them to subscribe for or purchase Common Shares (excluding those referred to in subsection 3.2(b)) at a price per Common
Share that is less than 90% of the Market Price per Common Share on such record date, the Exercise Price in respect of the Rights to be in effect after such record date shall be determined by multiplying the Exercise Price in respect of the Rights
in effect immediately prior to such record date by a fraction: (i) the numerator of which shall be the Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose
determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to a Common Share; and (ii) the denominator of which shall be such Market Price per Common Share. Such adjustments shall be made successively whenever such a record date is fixed and, in the event that
such distribution is not so made, the Exercise Price in respect of the Rights shall be adjusted to be the Exercise Price in respect of the Rights which would have been in effect if such record date had not been fixed. 


 

	 	(e)	Notwithstanding anything herein to the contrary, no adjustment in an Exercise Price shall be required unless such adjustment would require an increase or decrease of at
least 1% in such Exercise Price; provided, however, that any adjustments which by reason of this subsection 3.2(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under
this section 3.2 shall be made to the nearest cent or to the nearest ten-thousandth of a Common Share or other share, as the case may be. Notwithstanding the first sentence of this subsection 3.2(e), any adjustment required by this
section 3.2 shall be made no later than the earlier of (i) three years from the date of the transaction which mandates such adjustment and (ii) the Expiration Time. 


 

	 	(f)	 Subject to the prior consent of the holders of Common Shares or Rights obtained in accordance with the provisions of Article 6, as applicable, in the
event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights or warrants to subscribe for or purchase any such capital stock, or securities
convertible into or exchangeable for any such capital stock, in a transaction referred to in clauses 3.2(a)(i) or 3.2(a)(iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by subsections 3.2(a), 3.2(b)
and 3.2(c) above in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Corporation may determine what other adjustments to the Exercise Price, number of Rights or securities purchasable upon
exercise of Rights would be appropriate and, notwithstanding subsections 3.2(a), 3.2(b) and 3.2(c) above, such adjustments (rather than the 



  
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adjustment contemplated by subsections 3.2(a), 3.2(b) and 3.2(c)), shall be made. The Corporation and the Rights Agent at the written direction of the Corporation shall amend this Agreement as
appropriate to provide for such adjustments. 

  

	 	(g)	If, as a result of an adjustment made pursuant to section 4.1, the holder of any Right thereafter exercised shall become entitled to receive any Shares other than
Common Shares, thereafter the number of such other Shares so receivable upon exercise of any Right and the applicable Exercise Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as is
practicable to the provisions with respect to the Common Shares contained in this section 3.2, and the provisions of this Agreement with respect to the Common Shares shall apply on like terms to any such other Shares. 


 

	 	(h)	All Rights originally issued by the Corporation subsequent to any adjustment made to an Exercise Price hereunder shall evidence the right to purchase, at the adjusted
Exercise Price, that number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. 


 

	 	(i)	Unless the Corporation shall have exercised its election as provided in subsection 3.2(j), upon each adjustment of an Exercise Price as a result of the calculations
made in subsections 3.2(b) and 3.2(d), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares (calculated to the nearest
one ten-thousandth) determined by: 

  

	 	(i)	multiplying: 

  

	 	(a)	the number of such Common Shares which would have been issuable upon the exercise of a Right immediately prior to this adjustment; by 


 

	 	(b)	the relevant Exercise Price in effect immediately prior to such adjustment of the Relevant Exercise Price; and 


 

	 	(ii)	dividing the product so obtained by the relevant Exercise Price in effect immediately after such adjustment of the relevant Exercise Price. 


 

	 	(j)	 The Corporation may elect on or after the date of any adjustment of an Exercise Price to adjust the number of Rights, in lieu of any adjustment in the
number of Common Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Common Shares for which such a Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the relevant Exercise Price in effect
immediately prior to adjustment of the relevant Exercise Price by the relevant Exercise Price in effect immediately after adjustment of the 



  
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relevant Exercise Price. The Corporation shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time,
the amount of the adjustment to be made. This record date may be the date on which the relevant Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least 10 days later than the date of the
public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this subsection 3.2(j), the Corporation shall, as promptly as is practicable, cause to be distributed to holders of record of
Rights Certificates on such record date, Rights Certificates evidencing, subject to section 6.4, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Corporation, shall cause to
be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Corporation, new Rights Certificates evidencing
all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates to be so distributed shall be issued, executed and countersigned in the manner provided for herein and may bear, at the option of the Corporation, the
relevant adjusted Exercise Price and shall be registered in the names of holders of record of Rights Certificates on the record date specified in the public announcement. 


 

	 	(k)	Irrespective of any adjustment or change in an Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates
theretofore and thereafter issued may continue to express the relevant Exercise Price per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder. 


 

	 	(l)	In any case in which this section 3.2 shall require that an adjustment in an Exercise Price be made effective as of a record date for a specified event, the Corporation
may elect to defer, until the occurrence of such event, the issuance to the holder of any Right exercised after such record date of the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and
above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the relevant Exercise Price in effect prior to such adjustment; provided, however, that the Corporation shall deliver to
such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional Common Shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.


  

	 	(m)	 Notwithstanding anything in this section 3.2 to the contrary, the Corporation shall be entitled to make such reductions in each Exercise Price in
addition to those adjustments expressly required by this section 3.2, as and to the extent that in its good faith judgment the Board of Directors shall determine to be advisable in order that any: (i) consolidation or subdivision of Common
Shares; (ii) issuance wholly for cash of any Common Share or securities that by their terms are convertible into or exchangeable for Common Shares; (iii) stock dividends; or
(iv)



  
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issuance of rights, options or warrants referred to in this section 3.2 hereafter made by the Corporation to holders of its Common Shares shall not be taxable to such shareholders.


  

	 	(n)	The Corporation covenants and agrees that, after the Separation Time, it will not, except as permitted by section 6.1 or 6.5, take (or permit any Subsidiary of the
Corporation to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights. 


 

	 	(o)	Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon exercise of the Rights is made at any time after the Separation Time
pursuant to this Section 3.2, the Corporation shall promptly: 

  

	 	(i)	File with the Rights Agent and with the transfer agent for the Common Shares a certificate specifying the particulars of such adjustment or change; and


  

	 	(ii)	Cause notice of the particulars of such adjustment or change to be given to the holders of the Rights; provided that failure to file such certificate or cause such
notice to be given as aforesaid, or any defect therein, shall not affect the validity of any such adjustment or change. 

  

	3.3	Date on Which Exercise is Effective 

 Each Person in whose name any certificate for Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares represented
thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered (together with a duly completed Election to Exercise) and payment of the relevant Exercise Price for such Rights
(and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the relevant Common Share transfer books
of the Corporation are closed, such Person shall be deemed to have become the holder of record of such Common Shares on, and such certificate shall be dated, the next succeeding Business Day on which the relevant Common transfer books of the
Corporation are open. 
 ARTICLE 4 
 ADJUSTMENTS TO THE RIGHTS 
 IN THE EVENT OF CERTAIN TRANSACTIONS

  

	4.1	Flip-in Event 

  

	 	(a)	 Subject to subsection 4.1(b) and subsections 6.1(f), 6.1(g) and 6.1(h), in the event that prior to the Expiration Time a Flip-in Event shall occur,
each Right shall constitute, effective on and after the later of its date of issue and the Close of Business on the tenth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the relevant
Exercise Price 



  
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and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in
Event equal to twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section 3.2 upon each occurrence
after the Stock Acquisition Date of any event analogous to any of the events described in section 3.2). 

  

	 	(b)	Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the
earlier of the Separation Time and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of
an Acquiring Person); or (ii) a transferee or other successor in title, directly or indirectly, (a “Transferee”) of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting
jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer that the Board of
Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an
Acquiring Person), that has the purpose of avoiding the effect of this subsection 4.1(b) shall become null and void without any further action, and any holder of such Rights (including any Transferee) shall not have any right whatsoever to
exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a
Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void
under this subsection 4.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 4.1(b) and such Rights shall become null and void. 


 

	 	(c)	In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this
section 4.1 the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. 


 

	 	(d)	From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the
provisions of this section 4.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Companies Act, the Securities Act (Ontario), the Securities Act (Québec) or comparable
legislation of each of the provinces of Canada, and of the United States and each of the states thereof, if necessary, in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. 


  
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	 	(e)	Any Rights Certificate that represents Rights Beneficially Owned by a Person described in subsection 4.1(b) or transferred to any nominee of any such Person, and any
Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: 


“The Rights represented by this Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of
an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in
subsection 4.1(b) of the Rights Agreement.” 
 provided that the Rights Agent shall not be under any responsibility to
ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the
space provided on the Rights Certificate that such holder is not a Person described in such legend. 
 ARTICLE 5

 THE RIGHTS AGENT 
  

	5.1	General 

  

	 	(a)	The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and
the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more Co-Rights Agents as it may deem necessary or desirable subject to the approval of the Rights Agent. In the event the Corporation appoints one
or more Co-Rights Agents, the respective duties of the Rights Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for
all services rendered by them from time to time, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The
Corporation also agrees to indemnify the Rights Agent, its offices, directors and employees for, and to hold them harmless against, any loss, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive
the termination of this Agreement or the resignation or removal of the Rights Agent. 


  
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	 	(b)	The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it (without negligence, bad faith or
wilful misconduct on the part of the Rights Agent) in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for Shares of the Corporation, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons. 

  

	 	(c)	The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights
Agent and shall, at any time, upon request by the Rights Agent provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation. 


 

	5.2	Merger or Amalgamation or Change of Name of Rights Agent 

  

	 	(a)	Any Corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any Corporation
resulting from any merger, amalgamation or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor
Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such Corporation would be eligible for appointment
as a successor Rights Agent under the provisions of section 5.4. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights
Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights
Certificates and in this Agreement. 

  

	 	(b)	In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights
Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights
Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement. 


  
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	5.3	Duties of Rights Agent 


The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which
the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound: 
  

	 	(a)	the Rights Agent may retain and consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such legal counsel will be full and
complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonable
be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the
Corporation’s expense, which expenses must be reasonable in the circumstances) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert; 


 

	 	(b)	whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the
Corporation prior to taking or refraining from taking any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President or any Vice-President and by the Treasurer or any Assistant-Treasurer or the Secretary or any Assistant-Secretary of the Corporation and delivered to the
Rights Agent and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate; 


 

	 	(c)	the Rights Agent will be liable hereunder only for its own negligence, bad faith or wilful misconduct; 


 

	 	(d)	the Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the certificates for Shares or the
Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the Corporation only; 


 

	 	(e)	 the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due
authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the




  
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Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate, nor will it be responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or
warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and
non-assessable; 

  

	 	(f)	the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement; 


 

	 	(g)	the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights
Agent to be the Chairman of the Board, the President and Chief Executive Officer, any Vice-President or the Secretary or any Assistant-Secretary or the Treasurer or any Assistant-Treasurer of the Corporation, and to apply to such Persons for advice
or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except
where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructions.


  

	 	(h)	the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Shares, Rights or other securities of
the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this
Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; 

  

	 	(i)	the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or
agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment thereof; and 

  

	 	(j)	the Rights Agent may retain any cash balance held in connection with this Agreement and may, but need not, hold same in its deposit department or the deposit department
of one of its Affiliates; but the Rights Agent and its Affiliates shall not be liable to account for any profit to the Corporation or any other person or entity other than at a rate, if any, established from time to time by the Rights Agent or one
of its Affiliates. 


  
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	5.4	Change of Rights Agent 


The Rights Agent may resign and be discharged from its duties under this Agreement upon 90 days prior written notice (or such lesser
notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of Shares by registered or certified mail, and to the holders of the Rights in accordance with section 6.8. The Corporation may remove the Rights
Agent upon 30 days prior written notice, mailed to the Rights Agent and to each transfer agent of the Shares by registered or certified mail, and to the holders of the Rights in accordance with section 6.8. If the Rights Agent should resign or
be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the Corporation), then by
prior written notice to the Corporation, the Rights Agent (at the Corporation’s expense, which expenses must be reasonable in the circumstances) or the holder of any Rights may apply to any court of competent jurisdiction for the appointment of
a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a Corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust Corporation in
the Province of Québec. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor
Rights Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement, shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 5.4, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. 
 ARTICLE 6 
 MISCELLANEOUS 

 

	6.1	Redemption and Waiver 

  

	 	(a)	 Subject to the prior consent of the holders of Common Shares or Rights obtained in accordance with subsection 6.5(b) or 6.5(c), as applicable, and
prior to the 



  
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occurrence of a Flip-in Event as to which the application of section 4.1 has not been waived pursuant to this section 6.1, the Board of Directors may, acting in good faith, elect to redeem
all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 3.2, if an event of the type analogous to any of
the events described in section 3.2 shall have occurred (such redemption price being herein referred to as the “Redemption Price”). 

  

	 	(b)	If a Person acquires pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition outstanding Common Shares other than Common Shares Beneficially
Owned by such Person at the date of the Permitted Bid, the Competing Permitted Bid or such Exempt Acquisition, the Board of Directors of the Corporation shall, immediately upon such acquisition and without further formality be deemed to have elected
to redeem the Rights at the Redemption Price. 

  

	 	(c)	Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to
the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. 

  

	 	(d)	Within 10 Business Days after the Board of Directors electing or being deemed to have elected to redeem the Rights or, if subsection 6.1(a) is applicable, within 10
Business Days after the holders of Common Shares or the holders of Rights have approved a redemption of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, the Corporation shall give notice of such redemption to the holders of the
then outstanding Rights by mailing such notice to each such holder at his last address as it appears on the Rights Register or, prior to the Separation Time, on the register of Common Shares maintained by the Corporation’s transfer agent. Each
such notice of redemption shall state the method by which the payment of the Redemption Price shall be made. The Corporation may not redeem, acquire or purchase for any value any Rights at any time in any manner other than that specifically set
forth in this section 6.1 or in connection with the purchase of Common Shares prior to the Separation Time. 

  

	 	(e)	If the Board of Directors elects to or is deemed to have elected to redeem the Rights and, in circumstances where subsection 6.1(a) is applicable, such redemption
is approved by the holders of Common Shares or the holders of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, (i) the right to exercise the Rights will thereupon without further action and without notice terminate and
the only right thereafter of the holder of a Right shall be to receive the Redemption Price, and (ii) no further Rights shall thereafter be issued. 

  

	 	(f)	 Upon written notice to the Rights Agent, the Board of Directors may, in respect of any Flip-in Event waive the application of section 4.1 in
respect of that Flip-in Event, provided that both of the following conditions are satisfied: (i) the Board 



  
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of Directors had determined, within 10 Business Days following a Stock Acquisition Date, that the Person became an Acquiring Person by inadvertence and without any intent to become, or knowledge
that it would become, an Acquiring Person; and (ii) such Acquiring Person, within 14 days after such determination or such earlier or later period as the Board of Directors may determine (the “Disposition Date”) has reduced its
Beneficial Ownership of Common Shares such that at the time of waiver pursuant to this subsection 6.1(f) it is no longer an Acquiring Person; if the Acquiring Person remains an Acquiring Person at the close of business on the Disposition Date,
the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and section 4.1 shall apply thereto. In the event of any such waiver pursuant to this subsection 6.1(g), for the purposes of this
Agreement, such Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person. 


 

	 	(g)	The Board of Directors may, until a Flip-in Event shall have occurred, upon written notice delivered to the Rights Agent, determine to waive the application of section
4.1 to a Flip-in Event but only if such Flip-in Event occurs by reason of a Take-over Bid made by way of a take-over bid circular to all holders of record of the Common Shares of the Corporation which are subject to the Take-over Bid (which, for
greater certainty, does not include the circumstances described in subsection 6.1(f)); provided however, that if the Board of Directors waives the application of section 4.1 to a particular Flip-in Event pursuant to this subsection 6.1(g), the
Board of Directors shall be deemed to have waived the application of section 4.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Common Shares prior
to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this subsection 6.1(g). 

  

	 	(h)	The Board of Directors may, with the prior consent of the holders of Common Shares given in accordance with subsection 6.5(b), determine, at any time prior to the
occurrence of a Flip-in Event as to which the application of section 4.1 has not been waived pursuant to this section 6.1, if such Flip-in Event would occur by reason of an acquisition of Common Shares otherwise than pursuant to a Take-over Bid made
by means of a Take-over Bid circular to all holders of record of Common Shares and otherwise than in the circumstances set forth in subsection 6.1(f), to waive the application of section 4.1 to such Flip-in Event. In the event that the Board of
Directors proposes such a waiver, the Board of Directors shall extend the Separation Time to a date subsequent to and not more than 10 Business Days following the meeting of shareholders called to approve such waiver. 


 

	6.2	Expiration 

 No Person
shall have any rights pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in section 5.1. 

  
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	6.3	Issuance of New Rights Certificate 

 Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form as may be
approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of shares purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. 

 

	6.4	Fractional Rights and Fractional Shares 

  

	 	(a)	The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the fraction of the Market Price of a whole Right that the fraction
of a Right which would otherwise be issuable is of one whole Right at the date of such issuance. 

  

	 	(b)	The Corporation shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common
Shares. In lieu of issuing fractional Common Shares, the Corporation shall pay to the registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to the fraction of the Market Price of
a whole Common Shares that the fraction of a Common Share which would otherwise be issuable upon the exercise of such right is of one whole Common Share at the date of such exercise. 


 

	 	(c)	The Rights Agent shall have no obligation to make any payments in lieu of issuing fractions of Rights or Common Shares pursuant to paragraph (a) or (b),
respectively, unless and until the Corporation shall have provided to the Rights Agent the amount of cash to be paid in lieu of issuing such fractional Rights or Common Shares. 


 

	6.5	Supplements and Amendments 

  

	 	(a)	The Corporation may make, without the approval of the holders of Rights or Common Shares, any amendments to this Agreement (i) to correct any clerical or
typographical error or (ii) which are required to maintain the validity and effectiveness of the Agreement as a result of any change in any applicable laws, rules or regulatory requirements. The Corporation may, prior to the due date of the
shareholders’ meeting referred to in section 6.15, supplement, amend, vary, rescind or delete any of the provisions of this Agreement without the approval of any holders of Rights or Common Shares (whether or not such action would materially
adversely affect the interest of the holders of Rights generally) where the Board of Directors acting in good faith deems such action necessary or desirable. Notwithstanding anything in this section 6.5 to the contrary, no amendment shall be made to
the provisions of Article 5 except with the written concurrence of the Rights Agent to such supplement or amendment. 


  
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	 	(b)	Subject to subsection 6.5(a), the Corporation may, with the prior consent of the holders of Common Shares obtained as set forth below, at any time before the Separation
Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent shall be deemed to have been given if
provided by the holders of Common Shares at a special meeting called and held in compliance with applicable laws, rules and regulatory requirements and the requirements in the articles and by-laws of the Corporation. Subject to compliance with any
requirements imposed by the foregoing, consent shall be given if the proposed amendment, variation or rescission is approved by the affirmative vote of a majority of the votes cast by Independent Shareholders represented in person or by proxy at the
special meeting. 

  

	 	(c)	Subject to subsection 6.5(a), the Corporation may, with the prior consent of the holders of Rights obtained as set forth below, at any time after the Separation Time
and before the Expiration Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent shall be
deemed to have been given if provided by the holders of Rights at a special meeting of holders of Rights called and held in compliance with applicable laws and regulatory requirements and, to the extent possible, with the requirements in the
articles and by-laws of the Corporation applicable to meetings of holders of Common Shares, applied mutatis mutandis. Subject to compliance with any requirements imposed by the foregoing, consent shall be given if the proposed amendment,
variation or rescission is approved by the affirmative vote of a majority of the votes cast by holders of Rights (other than holders of Rights whose Rights have become null and void pursuant to subsection 4.1(b)), represented in person or by proxy
at the special meeting. 

  

	 	(d)	Any amendments made by the Corporation to this Agreement pursuant to subsection 6.5(a) which are required to maintain the validity and effectiveness of this Agreement
as a result of any change in any applicable laws, rules or regulatory requirements shall: 

  

	 	(i)	if made before the Separation Time, be submitted to the holders of Common Shares of the Corporation at the next meeting of shareholders and the shareholders may, by the
majority referred to in subsection (b), confirm or reject such amendment; and 

  

	 	(ii)	if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting
of shareholders of the Corporation and the holders of Rights may, by resolution passed by the majority referred to in subsection 6.5(c), confirm or reject such amendment. 


  
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 Any such amendment shall be effective from the date of the resolution of the Board of
Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is
rejected by the shareholders of the Corporation or the holders of Rights or is not submitted to the shareholders of the Corporation or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of
the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights as the case may be. 

 

	 	(e)	The Corporation shall give notice in writing to the Rights Agent of any supplement, amendment, deletion, variation or rescission to this Agreement pursuant to
Section 6.5 within five Business Days of the date of any such supplement, amendment, deletion, variation or rescission, provided that failure to give such notice, of any defect therein, shall not affect the validity of any such supplement,
amendment, deletion, variation or rescission. 

  

	6.6	Rights of Action 

 Subject
to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights; and any holder of any Rights, without the consent
of the Rights Agent or of the holder of any other Rights, may, on such holder’s own behalf and for such holder’s own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding
against the Corporation to enforce, or otherwise act in respect of, such holder’s right to exercise such holder’s Rights in the manner provided in such holder’s Rights Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations
of, and injunctive relief against actual or threatened violations of the obligations of, any Person subject to this Agreement. 
  

	6.7	Notice of Proposed Actions 


If after the Separation Time and prior to the Expiration Time: 

 

	 	(a)	there shall occur an adjustment to the Rights pursuant to section 4.1 as a result of the occurrence of a Flip-in Event; or 


 

	 	(b)	the Corporation proposes to effect the liquidation, dissolution or winding-up of the Corporation or the sale of all or substantially all of the Corporation’s
assets; 

 then, in each such case, the Corporation shall give to each holder of a Right, in accordance with section 6.8, a notice
of such proposed action, which shall specify the date on which such adjustment to the Rights, liquidation, dissolution or winding-up occurred or is to take place, and such notice shall be so given at least 10 Business Days after the occurrence of an
adjustment to the Rights or at least 20 Business Days prior to the date of taking such proposed action. 

  
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	6.8	Notices 

 Notices or
demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to or on the Corporation shall be sufficiently given or made if delivered or sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent) as follows: 
 Theratechnologies Inc. 

2310 Alfred-Nobel Boulevard 
 Montreal, Québec 
 H4S 2B4 

Attention: General Counsel and Corporate Secretary 
 Facsimile: 514 331 9691 
 Any notice or demand authorized or required by this Agreement to be
given or made by the Corporation or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered or sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the
Corporation) as follows: 
 Computershare Trust Company of Canada 

1500 University Street 
 Suite 700 
 Montreal, Québec 

H3A 3S8 

Attention: Manager, Client Services 
 Facsimile: 514 982 7580 
 Notices or demands authorized or required by this Agreement to be given
or made by the Corporation or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as it appears upon
the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the Corporation for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder
receives the notice. 
  

	6.9	Costs of Enforcement 

 The
Corporation agrees that if the Corporation fails to fulfil any of its obligations pursuant to this Agreement, then the Corporation will reimburse the holder of any Rights for the costs and expenses (including reasonable legal fees) incurred by such
holder in actions to enforce his rights pursuant to any Rights or this Agreement. 

  
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	6.10	Successors 

 All the
covenants and provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent shall bind and enure to the benefit of their respective successors and assigns hereunder. 

 

	6.11	Benefits of this Agreement 


Nothing in this Agreement shall be construed to give to any Person other than the Corporation, the Rights Agent and the holders of the
Rights any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and the holders of the Rights. 

 

	6.12	Governing Law 

 This
Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of Québec and for all purposes shall be governed by and construed in accordance with the laws of such province applicable to
contracts to be made and performed entirely within such province. 
  

	6.13	Counterparts 

 This
Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. 

 

	6.14	Severability 

 If any
section, subsection, clause, subclause, term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such section, subsection, clause, subclause, term or provision
shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining sections, subsections, clauses, subclauses, terms and provisions hereof or the
application of such section, subsection, clause, subclause, term or provision to circumstances other than those as to which it is held invalid or unenforceable. 
  

	6.15	Effective Date 

  

	 	(a)	Upon being reconfirmed and approved by the Independent Shareholders of the Corporation at the Corporation’s 2013 annual meeting of shareholders, this Agreement
shall be effective and in full force and effect in accordance with its terms from and after the Effective Date and shall amend, restates and replace in its entirety the Original Plan; and 


 

	 	(b)	 If this Agreement is not reconfirmed and approved by a resolution passed by a majority of the votes cast by Independent Shareholders who vote in
respect of the approval of this Agreement at the Corporation’s 2013 annual meeting of shareholders scheduled to be held on May 24, 2013, this Agreement, the Original




  
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Agreement and all outstanding Rights shall terminate and be null and void and of no further force and effect on and from the close of business on the date of the termination of the
Corporation’s 2013 annual meeting of shareholders; 

  

	 	(c)	This Agreement must be reconfirmed and approved by a resolution passed by a majority of the votes cast by Independent Shareholders who vote in respect of the approval
of this Agreement at the Corporation’s 2016 annual meeting of shareholders and thereafter at such meeting to be held, every three years. 

  

	6.16	Determinations and Actions by the Board of Directors 

 All actions, calculations and determinations (including any omissions with respect thereto) made or done by the Board of Directors in good faith for the purposes hereof shall not subject the Board of
Directors, or any director of the Corporation, to any liability to the holders of Rights. 
  

	6.17	Time of the Essence 

 Time
shall be of the essence in this Agreement. 
  

	6.18	Regulatory Approvals 

 Any
obligation of the Corporation or action contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any applicable regulatory authority including, without limiting the generality of the foregoing, any
necessary approvals of any stock exchanges on which any securities of the Corporation are listed. 
  

	6.19	Language 

 Les parties aux
présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that
this Agreement and all documents and notices related thereto and/or resulting therefrom be drawn up in the English language. 

  
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 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

			
		 	THERATECHNOLOGIES INC.
		
	By:	 	(signed) Luc Tanguay
		 	Luc Tanguay
		 	President and Chief Executive Officer
		
		 	COMPUTERSHARE TRUST COMPANY OF CANADA
		
	By:	 	(signed) Martine Gauthier
		 	Martine Gauthier
		 	(Authorized Officer)
		
		 	(signed) Claire Girard
		 	Claire Girard
		 	(Authorized Officer)



  
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 EXHIBIT A 
 FORM OF RIGHTS CERTIFICATE 
  

			
	Certificate No.             	 	             Rights

 RIGHTS CERTIFICATE 
 THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 4.1(b) OF THE RIGHTS
AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM OR SUCH PERSON’S ASSOCIATES OR AFFILIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION. 
 This certifies that
                    , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered
holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement, as the same may be amended or supplemented from time to time, made as of April 15, 2013 (the “Rights Agreement”) between
Theratechnologies Inc., a corporation existing under the laws of Québec (the “Corporation”) and Computershare Trust Company of Canada, a trust corporation existing under the laws of Canada, as rights agent (the
“Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in
the Rights Agreement), one fully paid Common Share of the Corporation (a “Share”), at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise
duly executed and submitted to the Rights Agent at its principal office in any of the cities of Vancouver, Calgary, Winnipeg, Toronto, Montreal and Halifax. The Exercise Price shall initially be $5.00 Canadian per Right and shall be subject to
adjustment in certain events as provided in the Rights Agreement. 
 This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are
available upon written request. 
 This Rights Certificate, with or without other Rights Certificates, upon surrender at any of
the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by
the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised. 

  
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 Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights
Certificate (i) may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.0001 per Right and (ii) may be exchanged at the option of the Corporation for cash, debt or equity
securities or other assets of the Corporation. 
 No fractional Common Shares will be issued upon the exercise of any Right or
Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. 
 No holder of
this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any Shares of the Corporation which may at any time be issuable upon the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to
shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation, or to receive dividends or subscription
rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. 
 This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 

WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. 

 

	
	Date:                     

  

			
		 	THERATECHNOLOGIES INC.
		
	By:	 	  

		
	By:	 	  



 Countersigned: 
  

			
	COMPUTERSHARE TRUST COMPANY OF CANADA
		
	By:	 	  

		
	By:	 	  



  
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 FORM OF ELECTION TO EXERCISE 

 

	TO:	COMPUTERSHARE TRUST COMPANY OF CANADA 

 The undersigned hereby irrevocably elects to exercise                      whole Rights represented by
the attached Rights Certificate to purchase Common Shares (the “Shares”) issuable upon the exercise of such Rights and requests that certificates for such Shares to be issued to: 

 

			
		 	  

		 	Name
		
		 	  

		 	Address
		
		 	  

		 	City and Province
		
		 	  

		 	Social Insurance, Social Security Number or other taxpayer identification number

 If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for
the balance of such Rights shall be registered in the name of and delivered to: 
  

			
		 	  

		 	Name
		
		 	  

		 	Address
		
		 	  

		 	City and Province
		
		 	  

		 	Social Insurance, Social Security Number or other taxpayer identification number

  

	
	Dated:                     

  

							
		 		 		 	  

		 		 		 	Signature
				
	Signature Guaranteed:	 		 		 	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change
whatsoever)


  
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 Note: Signature must be guaranteed by a major Canadian trust company, a Schedule 1
Canadian chartered bank, or a member of a recognized Medallion Guarantee program. 
 (To be completed if true) 

The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and of Shares of the Corporation, that
the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any of
the foregoing (as such terms are defined in the Rights Agreement). 
  

	
	  

	Signature



  
 Shareholder
rights plan 2013 
 - A-4 - 








 FORM OF ASSIGNMENT 

 

			
	 FOR VALUE RECEIVED
	 	  



			
	hereby sells, assigns and transfers unto	 	  

		 	  

		 	  

		 	(Please print name and address of transferee)

 the Rights represented by this Rights Certificate, together with all right, title and interest therein. 

 

							
	Dated:                     	 		 		 	
				
	Signature Guaranteed:	 		 		 	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change
whatsoever)

 Note: Signature must be guaranteed by a major Canadian trust company, a Schedule 1 Canadian chartered
bank, or a member of a recognized Medallion Guarantee program. 
 (To be completed if true) 

The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and of Shares of the Corporation, that the Rights
evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any of the
foregoing (as defined in the Rights Agreement). 
  

	
	  

	Signature



  
 Shareholder
rights plan 2013 
 - A-5 - 








 NOTICE 
 In the event the certification set forth above in the Forms of Assignment and Election to Exercise is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and accordingly such Rights will be null and void. 

  
 Shareholder
rights plan 2013 
 - A-6 -