SunOpta Inc.: Exhibit 10.4  - Filed by newsfilecorp.com






Execution Version 

VOTING TRUST AGREEMENT 

SUNOPTA INC. 

and 

SUNOPTA FOODS INC. 

and 

OAKTREE ORGANICS, L.P. 

and 

OAKTREE HUNTINGTON INVESTMENT FUND II, L.P.

and

OAKTREE FUND GP, LLC 

and 

ANY AFFILIATE OF AN INVESTOR 
THAT BECOMES A HOLDER
OF PREFERRED SHARES

_______________

October 7, 2016

_______________




TABLE OF CONTENTS 

	 ARTICLE 1  
	 INTERPRETATION 
    
	  	  	  
	1.1 	Defined Terms 	2 
	1.2 	Defined Terms in the Preferred Share Terms 	4 
	1.3 	Rules of Construction 	5 
	1.4 	Entire Agreement 	5 
	1.5 	Time of Essence 	6 
	1.6 	Governing Law and Submission to Jurisdiction
	6 
	1.7 	Severability 	6 
	  	  	  
	 ARTICLE 2 
  
	 VOTING TRUST  
	  	  	  
	2.1 	Establishment of Trust 	6 
	  	  	  
	 ARTICLE 3  
	 INITIAL VOTING
      TRUST  
	  	  	  
	3.1 	Initial Issuance of the Special
      Voting Shares 	7 
	3.2 	Ongoing Issuances or Redemptions of the Special
      Voting Shares 	7 
	3.3 	Ownership of the Special Voting
      Shares 	7 
	  	  	  
	 ARTICLE 4 
  
	 EXERCISE OF VOTING
      RIGHTS  
	  	  	  
	4.1 	Voting Rights 	8 
	4.2 	Excluded Matters 	8 
	4.3 	Number of Votes 	8 
	4.4 	Copies of Shareholder
      Information and Other Materials 	9 
	4.5 	Entitlement to Direct Votes or Attend Meeting
    	10 
	  	  	  
	 ARTICLE 5  
	 EXERCISE OF
      STATUTORY RIGHTS  
	  	  	  
	5.1 	Statutory Rights 	10 
	5.2 	Entitlement to Direct Exercise of Statutory
      Rights 	10 
	  	  	  
	 ARTICLE 6  
	 CONCERNING THE
      TRUSTEE  
	  	  	  
	6.1 	Powers and Duties of the
      Trustee 	11 
	6.2 	Acceptance of Trust 	11 
	6.3 	Income Tax Returns 	12 
	6.4 	Change of Trustee 	12 
	6.5 	Termination of Trust 	12 


- i - 





	 ARTICLE 7 
    
	 MISCELLANEOUS  
	  	  	  
	7.1 	Notices 	12 
	7.2 	Amendments and Waivers 	14 
	7.3 	Successor 	14 
	7.4 	Assignment 	14 
	7.5 	Successors and
      Assigns 	15 
	7.6 	Further Assurances 	15 
	7.7 	Counterparts 	15



- ii - 




VOTING TRUST AGREEMENT 

 THIS AGREEMENT made the 7th day of October, 2016, 

BETWEEN : 

OAKTREE ORGANICS, L.P., a
limited partnership existing under the laws of the State of Delaware,


- and - 

OAKTREE HUNTINGTON INVESTMENT FUND
II, L.P., a limited partnership existing under the laws of the State of
Delaware, 

(collectively, hereinafter referred to
as the "Investors " and each and "Investor"), 

- and - 

SUNOPTA INC., a corporation
existing under the federal laws of Canada, 

(hereinafter referred to as the
"Parent", 

- and - 

SUNOPTA FOODS INC., a
corporation existing under the laws of the State of Delaware, 

(hereinafter referred to as the
"Issuer"), 

- and -

OAKTREE FUND GP, LLC, a company
existing under the laws of the State of Delaware in its capacity as the initial
trustee of the Trust hereunder, the "Trustee"), 

- and - 

Any other Holder of Preferred Shares,
from time to time. 

WHEREAS
the Investors are the beneficial holders of an aggregate of 85,000 Preferred
Shares (as defined herein); 




- 2 - 

AND
WHEREAS the Parent, the Issuer, the Trustee and the Investors have agreed to
enter into this Agreement so as to recognize and provide for the right of the
Trustee to exercise the Voting Rights (as defined herein), for and on behalf of
the Beneficiaries (as defined herein); 

NOW
THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective
covenants and agreements of the Parties herein contained and for other good and
valuable consideration (the receipt and sufficiency of which are acknowledged by
each Parties), the Parties agree as follows: 

ARTICLE 1

INTERPRETATION

	1.1 	
      Defined Terms



For the
purposes of this Agreement, unless the context otherwise requires, the following
terms shall have the respective meanings set out below and grammatical
variations of such terms shall have corresponding meanings. 

"Act" means the Canada
Business Corporations Act; 

"Affiliate" means a Person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Person specified. For the
purposes of this definition, “control” when used with respect to any Person,
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of Person, whether through the
ownership of voting securities, by contract, or otherwise; 

"Beneficiaries" means the
Holders of Preferred Shares from time to time; 

"Beneficiary Votes" has the
meaning given to that term in Section 4.3;

"Business Day" means any day,
other than (a) a Saturday, Sunday or statutory holiday in the Province of
Ontario or the State of New York and (b) a day on which banks are generally
closed in the Province of Ontario or the State of New York; 

"Common Shares" means the common
shares in the capital of the Parent; 

"Change of Control" has the
meaning given to that term in the Preferred Share Terms; 

"Exchange Agreement" means the
exchange and support agreement dated October 7, 2016 between the Investors, the
Parent and the Issuer; 

"Excluded Matter" has the
meaning given to that term in Section 4.2;

"Governmental Entity" means any
domestic or foreign federal, provincial, regional, state, municipal or other
government, governmental department, agency, authority or body (whether
administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board
or agency, or other regulatory authority, including any securities regulatory
authorities and stock exchange; 




- 3 - 


"Holder" means a holder of
Preferred Shares from time to time that is an Investor or an Affiliate of the
Investors; 

"Investor Rights Agreement"
means the investor rights agreement entered into between the Investors, the
Parent and the Issuer on the date hereof; 

"Investors" means collectively,
Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P.; 

"Issuer" has the meaning given
to that term in the recitals hereto; 

"NASDAQ" means the NASDAQ stock
market or any successor thereto; 

"Parent" has the meaning given
to that term in the recitals hereto; 

"Parent Consent" has the meaning
given to that term in Section 4.3;

"Parent Meeting" has the meaning
given to that term in Section 4.3;

"Parties" means the Parent, the
Issuer, the Investors and the Holders who may become a Party to this Agreement
from time to time, and "Party" means any one of them; 

"Person" means and includes any
individual, company, limited partnership, general partnership, joint stock
company, limited liability company, joint venture, association, company, trust,
bank, trust company, pension fund, business trust or other organization, whether
or not a legal entity and any Governmental Entity; 

"Preferred Share Terms" means
the terms of the Preferred Shares as set out in Schedule 1.1; 

"Preferred Shares" means shares
of Series A Preferred Stock in the capital of the Issuer; 

"Proportionate Share" means,
with respect to each Beneficiary, the percentage equal to (a) the number of
Preferred Shares held by such Beneficiary divided by (b) the aggregate number of
Preferred Shares held by all Beneficiaries; 

"Record Date" means the record
date established by the Parent or by the Act for purposes of determining
shareholders entitled to vote at a Parent Meeting; 

"Regulatory Approval" means that
(a) the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act shall have expired or been terminated or (b) the applicable
waiting period under section 123 of the Competition Act (Canada) shall
have expired or been terminated or waived or the obligation to comply with Part
IX of the Competition Act (Canada) will have been waived in accordance
with subsection 113(c) of the Competition Act (Canada) in each case in
order for a Beneficiary (and its "affiliates" for the purposes of the Hart-Scott-Rodino Antitrust
Improvement Act or the Competition Act (Canada)) to be entitled to
exercise the Beneficiary Votes contemplated in this Agreement; 




- 4 - 


"Regulatory Voting Cap" has the
meaning given to that term in Section 4.3(d)

"Shareholder Approval" means the
approval of the holders of Common Shares at a Parent Meeting to remove the
Beneficial Ownership Exchange Cap and the Voting Cap and to waive the
application of the Shareholder Rights Plan to the acquisition by the Holders of
beneficial ownership of the Special Voting Shares and those Common Shares which
are issuable or deliverable to the Holders upon exchange of the Preferred
Shares; 

"Shareholder Rights Plan" means
the amended and restated shareholder rights plan agreement dated as of November
10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as
rights agent, as amended and restated as of April 18, 2016; 

"Special Voting Share" means
each Special Share, Series 1 in the capital of the Parent which entitles the
holder of record to one vote per share at a Parent Meeting; 

"Statutory Rights" means the
right of a shareholder of the Parent pursuant to sections 21, 103(5), 120(6.1),
137, 138(4), 143, 144, 145, 157(2), 167, 168(2), 175, 211, 214, 229, 239 and 241
of the Act; 

"Transaction Agreements" means
this Agreement, the Investor Rights Agreement and the Exchange Agreement; 

"Trust" means the trust created
by this Agreement under the laws of the Province of Ontario; 

"Trust Estate" means the Special
Voting Shares, any other securities and any money or other property which may be
held by the Trustee from time to time pursuant to this Agreement; 

"Trustee" has the meaning given
to that term in the recitals hereto and, subject to the provisions of Section
6.4, includes any successor trustee or permitted assigns; 

"Voting Cap" has the meaning
given to that term in Section 4.3(b); and 

"Voting Rights" means the
aggregate voting rights attached to all of the Special Voting Shares. 

	1.2 	
      Defined Terms in the Preferred Share
      Terms



Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Preferred Share Terms. 




- 5 - 

	1.3 	
      Rules of
Construction



Except
as may be otherwise specifically provided in this Agreement and unless the
context otherwise requires, in this Agreement: 

	 	(a) 	
      the terms "Agreement", "this Agreement", "the Agreement",
      "hereto", "hereof", "herein", "hereby", "hereunder" and similar
      expressions refer to this Agreement in its entirety and not to any
      particular provision hereof and include any schedules or exhibits
      thereto;

	 	 	 
	 	(b) 	
      references to an "Article" or "Section" followed by a
      number or letter refer to the specified Article or Section to this
      Agreement;

	 	 	 
	 	(c) 	
      the division of this Agreement into articles and sections
      and the insertion of headings are for convenience of reference only and
      shall not affect the construction or interpretation of this
    Agreement;

	 	 	 
	 	(d) 	
      words importing the singular number only shall include
      the plural and vice versa and words importing the use of any gender shall
      include all genders;

	 	 	 
	 	(e) 	
      the word "including" is deemed to mean "including without
      limitation";

	 	 	 
	 	(f) 	
      any reference to this Agreement means this Agreement as
      amended, modified, replaced or supplemented from time to time;

	 	 	 
	 	(g) 	
      any reference to a statute, regulation or rule shall be
      construed to be a reference thereto as the same may from time to time be
      amended, re-enacted or replaced, and any reference to a statute shall
      include any regulations or rules made thereunder;

	 	 	 
	 	(h) 	
      all dollar amounts refer to currency of the United
      States;

	 	 	 
	 	(i) 	
      any time period within which a payment is to be made or
      any other action is to be taken hereunder shall be calculated excluding
      the day on which the period commences and including the day on which the
      period ends; and

	 	 	 
	 	(j) 	
      whenever any action is required to be taken or period of
      time is to expire on a day other than a Business Day, such action shall be
      taken or period shall expire on the next following Business
  Day.




	1.4 	
      Entire Agreement



The
Transaction Agreements and the terms of the Special Voting Shares constitute the
entire agreement between the Parties with respect to the subject matter hereof
and thereof and supersede all prior agreements, understandings, negotiations and
discussions, whether written or oral. There are no conditions, covenants,
agreements, representations, warranties or other provisions, express or implied,
collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the Transaction
Agreements and the terms of the Special Voting Shares.. 




- 6 - 


	1.5 	
      Time of Essence



Time
shall be of the essence of this Agreement. 

	1.6 	
      Governing Law and Submission to
      Jurisdiction



(a)     This
Agreement shall be interpreted and enforced in accordance with, and the
respective rights and obligations of the Parties shall be governed by, the laws
of the Province of Ontario and the federal laws of Canada applicable in that
province. 

(b)     Each
of the Parties irrevocably and unconditionally (i) submits to the non-exclusive
jurisdiction of the courts of the Province of Ontario over any action or
proceeding arising out of or relating to this Agreement, (ii) waives any
objection that it might otherwise be entitled to assert to the jurisdiction of
such courts and (iii) agrees not to assert that such courts are not a convenient
forum for the determination of any such action or proceeding. 

	1.7 	
      Severability



If any
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, all other provisions of
this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any Parties hereto. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the Parties hereto as
closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible. 

ARTICLE 2 
VOTING
TRUST

	2.1 	
      Establishment of
Trust



The
purpose of this Agreement is to create the Trust for the benefit of the
Beneficiaries, as herein provided and agree on the terms upon which Special
Voting Shares shall be issued or redeemed from time to time in accordance with
this Agreement. The Trustee shall hold the Special Voting Shares in order to
enable the Trustee to exercise the Voting Rights and the Statutory Rights, in
each case, as trustee for and on behalf of the Beneficiaries as provided in this
Agreement. 




- 7 - 

ARTICLE 3 
INITIAL VOTING
TRUST

	3.1 	
      Initial Issuance of the Special Voting
      Shares



Immediately following the execution of this Agreement, 11,333,333 Special Voting
Shares shall be issued and deposited with the Trustee (and the certificate
representing such shares shall be delivered to the Trustee) to be hereafter held
of record by the Trustee as trustee for and on behalf of, and for the use and
benefit of, the Beneficiaries in accordance with the provisions of this
Agreement. The Parent hereby acknowledges receipt of
US$113.34 and other good and valuable consideration (and the adequacy thereof)
from the Trustee for the issuance of the 11,333,333 Special Voting Shares and
the Trustee hereby acknowledges receipt of a share certificate representing
11,333,333 Special Voting Shares. 

	3.2 	
      Ongoing Issuances or Redemptions of the Special
      Voting Shares



(a)     The
number of Special Voting Shares outstanding at any time shall be equal to the
number of outstanding Preferred Shares held by the Holders at such time
multiplied by the quotient obtained by dividing the Liquidation Preference at
such time by the Exchange Price, in effect at such time.

(b)   
 Within five Business Days of any adjustment or change to the Liquidation
Preference, Exchange Price or the number of outstanding Preferred Shares held by
the Holders, the Parent shall issue and deposit with the Trustee or redeem such
number of outstanding Special Voting Shares as is necessary to ensure that the
aggregate number of Special Voting Shares issued and deposited with the Trustee
under this Agreement is equal to the number of Special Voting Shares calculated
in accordance with Section 3.2(a). Any Special Voting Shares so issued shall
thereafter be held of record by the Trustee as trustee for and on behalf of, and
for the use and benefit of, the Beneficiaries in accordance with the provisions
of this Agreement. 

(c)     The
Parties hereby acknowledge and agree that each Special Voting Share issued or
redeemed in accordance with the terms of Section 3.2(b) shall be issued or
redeemed, as applicable, at a price of $0.00001 per share. 

	3.3 	
      Ownership of the Special Voting
    Shares



During
the term of the Trust and subject to the terms and conditions of this Agreement,
the Trustee shall have control and the exclusive administration of the Special
Voting Shares and shall be entitled to exercise all of the rights and powers of
an owner with respect to the Special Voting Shares provided that the Trustee
shall: 

	 	(a) 	
      hold the Special Voting Shares and all the rights related
      thereto as trustee solely for the use and benefit of the Beneficiaries in
      accordance with the provisions of this Agreement; and

	 	 	 
	 	(b) 	
      except as specifically authorized by this Agreement,
      including any transfers to Affiliates authorized under Section 7.4, have no power or authority to sell, transfer,
      vote or otherwise deal in or with the Special Voting Shares, and
the Special Voting Shares shall not be used or disposed of by the
Trustee for any purpose (including for exercising dissent or appraisal rights
relating to the Special Voting Shares) other than the purposes for which this
Trust is created pursuant to this Agreement. 








- 8 - 


ARTICLE 4
EXERCISE OF VOTING
RIGHTS 

	4.1 	
      Voting Rights



Subject
to Sections 4.2 and 4.3, the Trustee, as the holder of record of the Special
Voting Shares, shall be entitled to all of the Voting Rights, including the
right to vote the Special Voting Shares in person or by proxy on any matters,
questions, proposals or propositions whatsoever that may properly come before
the shareholders of the Parent at a Parent Meeting, subject to the terms of the
Special Voting Shares and the right to consent in connection with a Parent
Consent; provided, that neither the Trustee nor any representative of the
Trustee shall be required to attend any Parent Meeting in person in order to
exercise the Trustee's Voting Rights hereunder. The Voting Rights shall be and
remain vested in and exercised by the Trustee. The Trustee: 

	 	(a) 	
      shall exercise the Voting Rights only on the basis of
      instructions received from Beneficiaries entitled to instruct the Trustee
      as to the voting thereof pursuant to this Agreement in connection with
      each Parent Meeting or Parent Consent; and

	 	 	 
	 	(b) 	
      to the extent that no instructions are received from a
      Beneficiary with respect to the Voting Rights to which such Beneficiary is
      entitled, shall not exercise or permit the exercise of such Voting
      Rights.




	4.2 	
      Excluded Matters



Notwithstanding Section 4.1, the Trustee shall not be entitled to exercise any
Voting Rights in connection with any proposal submitted to the shareholders of
the Parent at a Parent Meeting (each, an "Excluded Matter"): 

	 	(a) 	
      to obtain the Shareholder Approval;

	 	 	 
	 	(b) 	
      where the Investors would be restricted from voting by
      applicable law, including the requirements, if applicable, of Multilateral
      Instrument 61-101 – Protection of Minority Security Holders in Special
      Transactions; or

	 	 	 
	 	(c) 	
      in respect of any amendment, waiver, renewal or
      replacement of the Parent's Shareholder Rights
Plan.




	4.3 	
      Number of Votes



(a)     With
respect to all meetings of shareholders of the Parent at which holders of Common
Shares are entitled to vote (each, a "Parent Meeting") and with respect
to all written consents sought from holders of Common Shares (each a "Parent
Consent"), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise,
in the manner instructed, that number of votes equal to its Proportionate Share
of the Special Voting Shares outstanding on the Record Date (the "Beneficiary
Votes"), in respect of each matter, question, proposal or proposition to be
voted on at such Parent Meeting or in connection with such Parent Consent,
(other than any Excluded Matters).




- 9 - 


(b)    
Notwithstanding Section 4.3(a), until the Shareholder Approval in respect of the
Voting Cap has been obtained, the aggregate number of Beneficiary Votes shall
not exceed 17, 130, 757, being 19.99% of the outstanding Common Shares on the
date hereof (the "Voting Cap") and each Beneficiary shall be
entitled to a number of Beneficiary Votes equal to its Proportionate Share of
such Voting Cap. If and whenever at any time and from time to time after the
date of this Agreement, the Parent shall subdivide, redivide or change its then
outstanding Common Shares into a greater number of Common Shares or reduce,
combine or consolidate or change its then outstanding Common Shares into a
lesser number of Common Shares, the Voting Cap shall be adjusted
accordingly.

(c)    
Notwithstanding Section 4.3(a), until the Shareholder Approval in respect of the
Beneficial Ownership Exchange Cap has been obtained, no Beneficiary shall
exercise any 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.

(d)    
Notwithstanding Section 4.3(a), until all necessary Regulatory Approvals, if
any, have been obtained, the maximum number of Beneficiary Votes with respect to
which a Beneficiary may provide instructions to the Trustee shall be limited
such that the number of Beneficiary Votes with respect to which such Beneficiary
(and its "affiliates" for the purposes of the Hart-Scott-Rodino Antitrust
Improvement Act or the Competition Act (Canada)) may provide
instructions to the Trustee does not exceed the number of votes which such
Beneficiary (and its "affiliates" for the purposes of the Hart-Scott-Rodino
Antitrust Improvement Act or the Competition Act (Canada)) is allowed
to cast at any Parent Meeting prior to obtaining all necessary Regulatory
Approvals, if any (the "Regulatory Voting Cap").

(e)    
Notwithstanding Sections 4.3(a) and 4.3(d), if (i) any necessary Regulatory
Approvals have not been obtained and (ii) a Beneficiary (and its "affiliates"
for the purposes of the Hart-Scott-Rodino Antitrust Improvement Act or
the Competition Act (Canada)) beneficially owns or controls any Common
Shares entitled to vote at a Parent Meeting, then such Beneficiary shall ensure
that (x) the aggregate number of Beneficiary Votes exercised by such Beneficiary
(and its "affiliates" for the purposes of the Hart-Scott-Rodino Antitrust
Improvement Act or the Competition Act (Canada)) in respect of such
Parent Meeting combined with (y) the aggregate number of votes attached to such
Common Shares entitled to vote at a Parent Meeting that are exercised in respect
of such Parent Meeting, do not exceed the Regulatory Voting Cap.

	4.4 	
      Copies of Shareholder Information and Other
      Materials



(a)     The
Parent will mail or cause to be mailed or otherwise communicate to the Trustee
(in the same manner and at the same time as such deliveries or communications
are made to the holders of Common Shares): 




- 10 - 

	 	(i) 	
      copies of all proxy materials (including notices of
      Parent Meetings but excluding proxies to vote Common Shares), information
      statements, reports (including all interim and annual financial
      statements) and other written communications that, in each case, are to be
      distributed from time to time to holders of Common Shares; and

	 	 	 
	 	(ii) 	
      with respect to each Parent Meeting at which, or each
      Parent Consent with respect to which, the Beneficiaries are entitled to
      exercise Beneficiary Votes, a form of direction whereby the Beneficiary
      may direct and instruct the Trustee as contemplated
  herein.



(b)     As
soon as reasonably practicable after receipt by the Parent or shareholders of
the Parent (if such receipt is known by the Parent) of any material sent or
given by or on behalf of a third party to holders of Common Shares generally,
including dissident proxy and information circulars (and related information and
material) and take-over bid, issuer bid, tender and exchange offer circulars
(and related information and material), the Parent shall use its reasonable
commercial efforts to obtain and deliver to the Beneficiaries copies thereof
(unless the same has been provided directly to the Beneficiaries by such third
party). 

	4.5 	
      Entitlement to Direct Votes or Attend
      Meeting



With
respect to any Parent Meeting or Parent Consent, each Beneficiary will be
entitled to instruct the Trustee with respect to the exercise of the Beneficiary
Votes to which such Beneficiary is entitled. With respect to any Parent Meeting,
each Beneficiary will be entitled to attend such meeting and personally exercise
thereat, as the proxy of the Trustee, the Beneficiary Votes to which such
Beneficiary is entitled. Any Beneficiary exercising such Beneficiary Votes shall
have the same rights as the Trustee to speak at the Parent Meeting in respect of
any matter, question, proposal or proposition, to vote by way of ballot at the
meeting in respect of any matter, question, proposal or proposition, and to vote
by way of a show of hands in respect of any matter, question or proposition.


ARTICLE 5 
EXERCISE OF STATUTORY
RIGHTS

	5.1 	
      Statutory Rights



Subject
to the restrictions set forth in Section 6.2 of the Investor Rights Agreement,
wherever and to the extent that the Act confers a Statutory Right, the Parent
acknowledges and agrees that the Beneficiaries are entitled to the benefit of
such Statutory Right through the Trustee, as the holder of record of the Special
Voting Shares. 

	5.2 	
      Entitlement to Direct Exercise of Statutory
      Rights



Upon the
written request of a Beneficiary delivered to the Trustee, the Parent and the
Trustee shall cooperate to facilitate the exercise of such Statutory Right on
behalf of the Beneficiary entitled to instruct the Trustee as to the exercise
thereof, such exercise of the Statutory Right to be treated, to the maximum
extent possible, on the basis that such Beneficiary was the registered owner of a number of Common Shares equal to
its Proportionate Share of the outstanding Special Voting Shares. 




- 11 - 


ARTICLE 6 
CONCERNING THE
TRUSTEE

	6.1 	
      Powers and Duties of the
  Trustee



(a)     The
rights, powers, duties and authorities of the Trustee under this Agreement, in
its capacity as Trustee of the Trust, shall include: 

	 	
      (i) 
	
      receipt and deposit of the Special Voting Shares as
      trustee for and on behalf of the Beneficiaries in accordance with the
      provisions of this Agreement;

	 	
       
	 
	 	
      (ii) 
	
      granting proxies to Beneficiaries as provided in this
      Agreement;

	 	
       
	 
	 	
      (iii) 
	
      voting the Beneficiary Votes in accordance with the
      provisions of this Agreement;

	 	
       
	 
	 	
      (iv) 
	
      exercising the Statutory Rights in accordance with the
      provisions of this Agreement;

	 	
       
	 
	 	
      (v) 
	
      holding title to the Trust Estate;

	 	
       
	 
	 	
      (vi) 
	
      investing any monies forming, from time to time, a part
      of the Trust Estate as provided in this Agreement; and

	 	
       
	 
	 	
      (vii) 
	
      taking such other actions and doing such other things as
      are specifically provided in this Agreement.



(b)     The
Trustee in exercising its rights, powers, duties and authorities hereunder shall
act honestly and in good faith and with a view to the best interests of the
Beneficiaries and shall exercise the care, diligence and skill that a reasonably
prudent trustee would exercise in comparable circumstances. 

(c)     In
the exercise of such rights, powers, duties and authorities, the Trustee is
granted by the Investors such incidental and additional rights, powers, duties
and authority not in conflict with any of its obligations hereunder or the
provisions of this Agreement as the Trustee, acting in good faith and in the
reasonable exercise of its discretion, may deem necessary or appropriate to
effect the purpose of the Trust. 

	6.2 	
      Acceptance of Trust



The
Trustee hereby accepts the Trust created and provided for by and in this
Agreement and agrees to perform the same upon the terms and conditions herein
set forth and to hold all rights, privileges and benefits conferred hereby and
by law in trust for the various Holders who shall from time to time be Beneficiaries, subject
to all the terms and conditions herein set forth. 




- 12 - 


	6.3 	
      Income Tax Returns



The Trustee shall, to the extent
necessary, prepare and file on behalf of the Trust appropriate United States and
Canadian income tax returns and any other returns or reports as may be required
by applicable law, the whole at the cost and expense of the Parent. In
connection therewith, the Trustee may obtain the advice and assistance of such
experts or advisors as the Trustee considers necessary or advisable (who may be
experts or advisors to Parent). If requested by the Trustee, the Parent shall
retain qualified experts or advisors for the purpose of providing such tax
advice or assistance.

	6.4 	
      Change of Trustee



(a)    
Subject to Section 7.4, the Trustee, or any trustee hereafter appointed, may at
any time resign by giving written notice of such resignation to the Parent, the
Issuer and the Holders provided that such resignation shall not take effect
until the date of the appointment of a successor trustee by the Parties, each
acting reasonably, and the acceptance of such appointment by the successor
trustee. Upon receiving such notice of resignation, the Parties shall promptly
appoint a successor trustee. Failing the appointment and acceptance of a
successor trustee, a successor trustee may be appointed by order of a court of
competent jurisdiction upon application of one or more of the Parties to this
Agreement. 

(b)     Upon
acceptance of appointment by a successor trustee as provided herein, the Trustee
shall cause to be mailed notice of the succession of such trustee hereunder to
each Beneficiary. 

	6.5 	
      Termination of
Trust



The
Trust created by this Agreement shall continue until the earliest to occur of
the following events: 

	 	(a) 	
      no outstanding Preferred Shares are held by any Holder;
      and

	 	 	 
	 	(b) 	
      21 years after the death of the last surviving issue of
      Her Majesty Queen Elizabeth II alive on the date of the creation of the
      Trust.



ARTICLE 7

MISCELLANEOUS

	7.1 	
      Notices



Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be delivered in person, transmitted by fax or e-mail or
similar means of recorded electronic communication or sent by registered mail,
charges prepaid, addressed as follows: 




- 13 - 

	 	(i) 	
      in the case of the Parent or the
Issuer:



2233 Argentia Drive, Suite 301

Mississauga, Ontario L5N 2X7

	 	Attention: 	General Counsel 
	 	Facsimile: 	952.835.1991 
	 	E-mail: 	jill.barnett@sunopta.ca 


with a copy to: 

Davies Ward Phillips & Vineberg
LLP 
155 Wellington Street West 
Toronto, Ontario M5V 3J7

	 	Attention: 	Patricia Olasker 
	 	Facsimile: 	416.863.0871 
	 	E-mail: 	polasker@dwpv.com 



	 	(ii) 	
      in the case of the Investors:



c/o Oaktree Principal Fund VI
(Delaware), L.P. 
333 South Grand Avenue, 28th Floor 
Los Angeles,
California 90017

	 	Attention: 	Ted Crockin 
	 	Facsimile: 	213.830.6299 
	 	E-mail: 	tcrockin@oaktree.com 


with a copy to: 

Kirkland & Ellis LLP 
300 North
LaSalle Street 
Chicago, Illinois 60601

	 	Attention: 	Dennis M. Myers and Hamed Meshki 
	 	Facsimile: 	312.862.2200 and 213.808.8145 
	 	E-mail: 	dennis.myers@kirkland.com and
      hmeshki@kirland.com 


and 

Stikeman Elliott LLP 
1155
Rene-Levesque West, 40th Floor 
Montreal, Quebec 
H3B 3V2






- 14 - 

	 	Attention: 	John W. Leopold and David Masse

	 	Facsimile: 	514.397.3222 
	 	E-mail: 	jleopold@stikeman.com and dmasse@stikeman.com
    



	 	(iii) 	
      in the case of any other Holder, to the address of the
      Holder contained on the register of Holders maintained by the Issuer.



(b)     Any such notice or other communication shall be
deemed to have been given and received on the day on which it was delivered or
transmitted (or, if such day is not a Business Day or if delivery or
transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the
place of receipt, then on the next following Business Day) or, if mailed, on the
third Business Day following the date of mailing; provided, however, that if at
the time of mailing or within three Business Days thereafter there is or occurs
a labour dispute or other event which might reasonably be expected to disrupt
the delivery of documents by mail, any notice or other communication hereunder
shall be delivered or transmitted by means of recorded electronic communication
as aforesaid. 

(c)     Any Parties may at any time change its address for
service from time to time by giving notice to the other Parties in accordance
with this Section 7.1. 

	7.2 	
      Amendments and
Waivers



No
amendment or waiver of any provision of this Agreement shall be binding on any
Parties unless consented to in writing by such Parties. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision,
nor shall any waiver of any provision of this Agreement constitute a continuing
waiver unless otherwise expressly provided. 

	7.3 	
      Successor



The
Parent shall not effect a Capital Reorganization, other than a Change of
Control, unless as applicable, (i) the resulting Person or continuing
corporation (herein called the "Parent Successor"), by operation of law,
shall become, without more, bound by the terms and provisions of this Agreement
and issue Special Voting Shares to the Trustee in accordance with the terms and
provisions of this Agreement, (ii) if not so bound, the Parent Successor shall
execute, prior to or contemporaneously with the consummation of such
transaction, a trust agreement supplemental hereto and such other instruments
(if any) to evidence the assumption by the Parent Successor of the obligations
of the Parent under this Agreement, including the issuance of Special Voting
Shares to the Trustee in accordance with the terms and conditions of this
Agreement, or (iii) the parties amend this Agreement, as reasonably necessary,
in order that this Agreement shall apply with full force and effect, mutatis
mutandis, to all new securities into which Common Shares are changed as a
result of such Capital Reorganization. 

	7.4 	
      Assignment



No
Parties may assign any of its rights or benefits under this Agreement, or
delegate any of its duties or obligations, except with the prior written consent
of the other Parties. Notwithstanding the foregoing (a) each Holder may assign
and transfer all of its rights under this Agreement, without the consent of the
other Parties, to an Affiliate in connection with the sale or other disposition
of any Preferred Shares to such Affiliate, in accordance with the Preferred Share Terms and the Investor Rights Agreement and (b) the
Trustee may assign and transfer the Special Voting Shares, together with all of
its rights, duties and obligations under this Agreement to an Affiliate of the
Trustee, without the consent of the other Parties. 




- 15 - 


	7.5 	
      Successors and
Assigns



This
Agreement shall enure to the benefit of and shall be binding on and enforceable
by and against the Parties and their respective successors or heirs, executors,
administrators and other legal personal representatives, and permitted assigns.


	7.6 	
      Further Assurances



Each of
the Parties hereto shall, from time to time hereafter and upon any reasonable
request of the other, promptly do, execute, deliver or cause to be done,
executed and delivered all further acts, documents and things as may be required
or necessary for the purposes of giving effect to this Agreement. 

	7.7 	
      Counterparts



This
Agreement and all documents contemplated by or delivered under or in connection
with this Agreement may be executed and delivered in any number of counterparts,
with the same effect as if all Parties had signed and delivered the same
document, and all counterparts shall be construed together to be an original and
will constitute one and the same agreement. 






 






 






 




SCHEDULE 1.1 

PREFERRED SHARE TERMS 

See attached.