SunOpta Foods Inc. - Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2 

This AMENDMENT AGREEMENT is dated as of May 6, 2017
(this "Agreement") and agreed to by and between Oaktree Organics, L.P.
And Oaktree Huntington Investment Fund II, L.P. (together, the
"Investors"), SunOpta Inc. (the "Company"), SunOpta Foods Inc.
(the "Issuer") and OCM SunOpta Trustee, LLC (as assignee of Oaktree Fund
GP, LLC the "Trustee"). 

RECITALS: 

A.        Pursuant to the
Voting Trust Agreement (the "Voting Trust Agreement") dated October 7,
2016, among the Investors, the Company, the Issuer and the Trustee, the Company
agreed to issue Special Voting Shares to the Investors in prescribed
circumstances. 

B.        The Company has
consented to the purchase by the Investors of an additional amount of common
shares of the Company which if purchased could result in the Investors
beneficially owning 19.99% of the outstanding common shares on an a
partially-diluted as-exchanged basis. 

C.        The Investors, the
Company, the Issuer and the Trustee wish to amend the Voting Trust Agreement to
prevent the issuance of Special Voting Shares to the Investors pursuant to the
Voting Trust Agreement from triggering the Company's Amended and Restated
Shareholder Rights Plan Agreement, dated November 10, 2015, amended and restated
as of April 18, 2016, between the Company and American Stock Transfer &
Trust Company, LLC. 

NOW THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, each of the Investors, the Company, the
Issuer and the Trustee hereby agrees as follows: 

ARTICLE 1
INTERPRETATION 


Capitalized terms used in this Agreement, including the
Recitals, and not otherwise defined herein, shall have the meanings ascribed to
them in the Voting Trust Agreement. 

ARTICLE 2 
AMENDMENTS TO AGREEMENT



The Voting Trust Agreement is hereby amended by adding the
following Section 3.2(d):

"(d) Notwithstanding Section 3.2(a),
until the Shareholder Approval in respect of the Beneficial Ownership Exchange
Cap and the waiver of the Shareholder Rights Plan has been obtained, no
additional Special Voting Shares shall be issued under Section 3.2(b) to the
extent that the issuance of any such additional Special Voting Shares would
result in any Beneficiary having Beneficiary Votes in an amount in excess of the
number of Common Shares that such Beneficiary would be entitled to receive upon
exchange of its Preferred Shares pursuant to Section 5.10.1 of the Preferred
Share Terms. Upon an increase in the number of Common Shares that such
Beneficiary would be entitled to receive upon exchange of its Preferred Shares
pursuant to Section 5.10.1, a corresponding number of additional Special Voting
Shares shall be issued in accordance with Section 3.2(b) within five Business
Days following the date that is 45 days after the fiscal quarter end immediately
following such increase." 




ARTICLE 3 
MISCELLANEOUS 


3.1        Benefits


This Agreement shall be binding upon and shall enure to the
benefit of the parties hereto and their respective permitted successors and
assigns.

3.2        Governing
Law 

This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the
Province of Ontario and the federal laws of Canada applicable therein. 

3.3        Limited
Effect

Except as expressly provided herein, all of the terms and
provisions of the Voting Trust Agreement are and shall remain in full force and
effect and are hereby ratified and confirmed by each of the parties hereto. 

3.4       
Counterparts

This Agreement may be executed in any number of counterparts,
including by facsimile or portable document format, each of which shall be
deemed to be an original. 

[Signature page follows]

- 2 - 




        
   IN WITNESS WHEREOF the parties have executed this Agreement as
of the date first above written. 

 

SUNOPTA INC. 

	 	By: 	/s/ Kathy Houde 
	 	  	Name: Kathy Houde 
	 		Title:   
Director  


SUNOPTA FOODS INC. 

	 	By: 	/s/ Jill Barnett 
	 	  	Name: Jill Barnett 
	 	  	Title:    VP &
      General Counsel 



 

	 	Signature Page – Amendment to Voting Trust
      Agreement 






OAKTREE ORGANICS, L.P. 

	 	By: 	Oaktree Fund GP, LLC 
	 	Its: 	General Partner 
	 	 	 
	 	By: 	Oaktree Fund GP I, L.P. 
	 	Its: 	Managing Member 
	 	 	 
	 	By: 	/s/ Zach Serebrenik 
	 	 	 
	 	  	Name: Zach Serebrenik 
	 	  	Title:   
      Authorized Signatory 
	 	 	 
	 	By: 	/s/ Ted Crockin 
	 	 	 
	 	  	Name: Ted Crockin 
	 	  	Title:   
      Authorized Signatory 


OAKTREE HUNTINGTON INVESTMENT FUND
II, L.P. 

		By: 	Oaktree Huntington Investment Fund II GP, L.P.
    
	 	Its: 	General Partner 
	 	  	 
	 	By: 	Oaktree Fund GP, LLC 
	 	Its: 	General Partner 
	 	  	 
	 	By: 	Oaktree Fund GP I, L.P. 
	 	Its: 	Managing Member 
	 	  	 
	 	By: 	/s/
      Zach Serebrenik 
	 	  	 
	 	  	Name: Zach Serebrenik 
	 	  	Title:    Authorized Signatory
    
	 	  	 
	 	By: 	/s/
      Ted Crockin 
	 	  	 
	 	  	Name: Ted Crockin 
	 	  	Title:   Authorized Signatory
  



	 	Signature Page – Amendment to Voting Trust
      Agreement 






OCM SUNOPTA TRUSTEE, LLC 

	 	by 	/s/
      Zach Serebrenik 
	 	  	Name: Zach Serebrenik 
	 	  	Title:    Authorized Signatory
    
	 	  	 
	 	  	 
	 	by 	/s/
      Ted Crockin 
	 	  	Name: Ted Crockin 
	 	  	Title:    Authorized Signatory
    


 


 

	 	Signature Page – Amendment to Voting Trust
      Agreement