Tetra Bio-Pharma Inc. — Capital/Financing Update 2021

Dec 17, 2021

UNDERTAKING PURSUANT TO PART 7 OF NATIONAL INSTRUMENT 44-102 - SHELF DISTRIBUTIONS AND SECTION 4.2(a)(x) AND (x.1) OF NATIONAL INSTRUMENT 44 101 – SHORT FORM PROSPECTUS DISTRIBUTIONS

December 16, 2021

TO: Ontario Securities Commission (Principal Regulator) British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Autorité des marchés financiers (Québec) Nova Scotia Securities Commission Financial and Consumer Services Commission (New Brunswick) Office of the Superintendent of Securities (Prince Edward Island) Office of the Superintendent of Securities, Service Newfoundland and Labrador RE: Tetra Bio-Pharma Inc. (the "Issuer") Prospectus Supplement No. 5 dated December 16, 2021 (the “Prospectus Supplement”) to the Final Short Form Base Shelf Prospectus dated April 1, 2020 of the Issuer relating to the issuance of units (composed of one common share in the capital of the Issuer and one warrant for the purchase of a common share in the capital of the Issuer) of the Issuer

In connection with the filing of the Prospectus Supplement, the Issuer hereby undertakes to file the following document in accordance with section 4.2(a)(x) and (x.1) of National Instrument 44-101 – Short Form Prospectus Distributions with the principal regulator on SEDAR under the same project number as that of the Prospectus Supplement promptly and in any event within seven days after the date on which the document has been executed:

• (i) the Warrant Indenture (as such term is defined in the Prospectus Supplement).

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DATED this 16th day of December 2021.

TETRA BIO-PHARMA INC.

By: (signed) “Guy Chamberland” Name: Guy Chamberland Title: Chief Executive Officer