SunOpta Inc. - Exhibit 4.2 - Filed by newsfilecorp.com





Exhibit 4.2

 





 





SCHEDULE 

The Articles of the Corporation are amended as follows: 

         
  (a)        by increasing the
authorized capital of the Corporation by the creation of an unlimited number of
Special Shares, Series 1; 

           
(b)      by providing that, after giving effect to the
foregoing, the authorized capital of the Corporation shall consist of: 

           
(i)        an unlimited number of common
shares; 

           
(ii)      an unlimited number of special shares
issuable in series; and 

           
(iii)     an unlimited number of Special Shares, Series 1;


           
(c)      by providing that the Special Shares, Series 1
shall have attached thereto the rights, privileges, restrictions and conditions
set out in Schedule A attached hereto. 




Schedule A 
SPECIAL SHARES, SERIES 1
PROVISIONS 


          
 The first series of special shares shall consist of an unlimited number of
shares designated as the Special Shares, Series 1. The rights, privileges,
restrictions and conditions attaching to the Special Shares, Series 1 are as
follows: 

1.       
 Definitions

       
    Where used in these Special Shares, Series 1 Provisions,
the following terms shall, unless there is something in the context otherwise
inconsistent therewith, have the meanings set out below and grammatical
variations of such terms shall have corresponding meanings: 

	 	(a) 	
      "Act" means the Canada Business Corporations
      Act ;

	 	 	 
	 	(b) 	
      "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;

	 	 	 
	 	(c) 	
      "Beneficial Ownership Exchange Cap" has the
      meaning given to that term in the terms of the Preferred Shares;

	 	 	 
	 	(d) 	
      "Common Shareholders" means the holders from time
      to time of Common Shares;

	 	 	 
	 	(e) 	
      "Common Shares" means the common shares in the
      capital of the Corporation;

	 	 	 
	 	(f) 	
      "Holders" means the Investors and their
      Affiliates;

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

	 	 	 
	 	(h) 	
      "Issuer" means SunOpta Foods, Inc., a corporation
      existing under the laws of the State of Delaware;

	 	 	 
	 	(i) 	
      "person" includes an individual, sole
      proprietorship, corporation, body corporate, incorporated or
      unincorporated association, syndicate or organization, partnership,
      limited partnership, limited liability company, unlimited liability
      company, joint venture, joint stock company, trust, natural person in his
      or her capacity as trustee, executor, administrator or other legal
      representative, a governmental entity or other entity, whether or not
      having legal status;

	 	 	 
	 	(j) 	
      "Preferred Shares" means shares of Series A
      Preferred Stock issued by the Issuer and beneficially owned or controlled
      by the Holders;







- 2 - 

	 	(k) 	
      "Redemption Amount" means the sum of US $0.00001
      per Special Voting Share;

	 	 	 
	 	(l) 	
      "Shareholder Approval" means the approval of the
      Common Shareholders at a 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;

	 	 	 
	 	(m) 	
      "Shareholder Rights Plan" means the amended and
      restated shareholder rights plan agreement dated as of November 10, 2015
      between the Corporation and American Stock Transfer and Trust Company,
      LLC, as rights agent, as the same may be amended or replaced, from time to
      time; and

	 	 	 
	 	(n) 	
      "Voting Cap" has the meaning given to it in the
      Voting Trust Agreement dated October 7, 2016 between the Investors, the
      Corporation, the Issuer and the trustee named
therein.



2.       
Dividends 

           
No dividends shall be payable to the holder of the Special Shares, Series 1.


3.       
Voting Rights

        
   (a)        Except as
otherwise provided by law or herein, the holder of the Special Shares, Series 1
shall be entitled to attend all shareholder meetings of the Corporation which
the Common Shareholders are entitled to attend (a "Meeting") and to vote
on all matters submitted to a vote of the Common Shareholders at any such
Meeting. Each Special Share, Series 1 shall entitle the holder thereof to one
vote for each Special Share, Series 1 held. The Special Shares, Series 1 and the
Common Shares shall vote together as a single class. 

         
  (b)        The holder of the
Special Shares, Series 1 shall be entitled to receive copies of all notices and
other materials sent by the Corporation to its Common Shareholders relating to
Meetings. All such notices and other materials shall be sent to the holder of
the Special Shares, Series 1 concurrently with delivery to the Common
Shareholders. 

      
     (c)      
 Notwithstanding Section 3.1(a), the holder of the Special Shares, Series 1
shall not be entitled to vote on any matters submitted to a vote of the Common
Shareholders at a Meeting: 

	 	(i) 	
      to obtain the Shareholder Approval; or

	 	 	 
	 	(ii) 	
      in respect of any amendment, waiver, renewal or
      replacement of the Shareholder Rights Plan.







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4.       
Redemption

                   At
such time as no Preferred Shares are held by the Holders, the Special Shares,
Series 1 shall automatically be redeemed and cancelled, without any requirement
for notice of such redemption to be given to the holder of the Special Shares,
Series 1. The Corporation shall thereupon pay the Redemption Amount to such
holder by cheque mailed to the address of such holder as shown on the records of
the Corporation. 

5.       
Liquidation

                   In
the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any other return of capital or distribution
of the assets of the Corporation among its shareholders for the purpose of
winding up its affairs, the holder of the Special Shares, Series 1 shall be
entitled to receive the Redemption Amount from the assets and property of the
Corporation before any amount shall be paid or any property or assets of the
Corporation distributed to the holders of the Common Shares or shares of any
other class ranking junior to the special shares.