SunOpta Inc. - Exhibit 4.1 - Filed by newsfilecorp.com





Exhibit 4.1

AMENDED AND RESTATED 
CERTIFICATE OF INCORPORATION

OF 
SUNOPTA FOODS INC. 


(Pursuant to Sections 242 and 245 of the 
General Corporation
Law of the State of Delaware) 


      
     SunOpta Foods Inc., a corporation organized and
existing under and by virtue of the provisions of the General Corporation Law of
the State of Delaware (the " General Corporation Law"), 

            DOES
HEREBY CERTIFY: 

                   1.       
That the name of this corporation is SunOpta Foods Inc., and that this
corporation was originally incorporated pursuant to the General Corporation Law
on October 30, 2003 under the name SunOpta Holdings Inc. 

                   2.       
That the board of directors of this corporation (the "Board of
Directors") duly adopted resolutions proposing to amend and restate the
certificate of incorporation of this corporation, declaring said amendment and
restatement to be advisable and in the best interests of this corporation and
its sole stockholder. The resolution setting forth the proposed amendment and
restatement is as follows: 

                   RESOLVED,
that the certificate of incorporation of this corporation be amended and
restated in its entirety to read as follows: 

                   FIRST:
The name of this corporation is SunOpta Foods Inc. (the "Company").


                   SECOND:
The address of the registered office of the Company in the State of Delaware
is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Zip
Code 19904. The name of its registered agent at such address is National
Registered Agents, Inc. 

                   THIRD:
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law. 

                   FOURTH:
The total number of shares of all classes of stock which the Company shall
have authority to issue is 87,000, consisting of (i) 2,000 shares of common
stock, no par value per share ("Common Stock") and (ii) 85,000 shares of
Preferred Stock, $0.001 par value per share ("Preferred Stock"). 

                   The
following is a statement of the designations and the powers, privileges and
rights, and the qualifications, limitations or restrictions thereof in respect
of each class of capital stock of the Company.




            A.       
COMMON STOCK 

                   1.       
General. The voting, dividend and liquidation rights of the holders of
the Common Stock are subject to and qualified by the rights, powers and
preferences of the holders of the Preferred Stock set forth herein. 

                   2.       
Voting. The holders of the Common Stock are entitled to one vote for each
share of Common Stock held at all meetings of stockholders (and written actions
in lieu of meetings); provided, however, that, except as otherwise
required by law, holders of Common Stock, as such, shall not be entitled to vote
on any amendment to the Certificate of Incorporation that relates solely to the
terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other such series, to vote thereon pursuant to the
Certificate of Incorporation or pursuant to the General Corporation Law. 

            B.       
PREFERRED STOCK 

            Of
the Preferred Stock authorized and unissued by the Certificate of Incorporation,
85,000 shares shall be designated Series A Preferred Stock with the following
rights, preferences, powers, privileges and restrictions, qualifications and
limitations. Unless otherwise indicated, references to "sections" or
"subsections" in this Part B of this Article Fourth refer to sections and
subsections of Part B of this Article Fourth. 

                   1.       
Definitions. For purposes of this Article Fourth, the following
definitions shall apply: 

                           
1.1        "ABL Agreement" shall mean
that certain credit agreement, dated as of February 11, 2016, by and among the
Parent, the Company, The Organic Corporation B.V., and the other parties
signatory thereto, as amended, supplemented, restated, converted, exchanged or
replaced from time to time; 

                           
1.2        "Accrued Dividends" shall
mean, with respect to any share of Preferred Stock, as of any date, the
dividends that have accrued on such share pursuant to Section 2.1, less any
dividends paid in cash pursuant to Section 2.1 or 2.2 or dividends added to the
Liquidation Preference pursuant to Sections 2.2, 2.5 or 2.6, from the Issue Date
up to, but not including, such date; 

                           
1.3        "Accumulated Cash
Dividends" shall mean, with respect to any share of Preferred Stock, as of
any date, the aggregate amount of accrued and unpaid dividends that have been
deemed Accumulated Cash Dividends in accordance with Sections 2.3 and 2.6 as
reduced by the payment of dividends out of such amount pursuant to Section 2.4;


                           
1.4        "Accumulated PIK Dividends"
shall mean, with respect to any share of Preferred Stock, as of any date, the
aggregate amount of accrued and unpaid dividends added to the Liquidation
Preference in accordance with Sections 2.2, 2.5, and 2.6; 

                           
1.5        "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; 

- 2 - 




                           
1.6        "Average VWAP" per share
over a certain period shall mean the arithmetic average of the VWAP per share
for each Trading Day in such period; 

                           
1.7        "Beneficial Ownership Exchange
Cap" shall have the meaning set forth in Section 5.10.1; 

                           
1.8        "Board of Directors" shall
mean the Board of Directors of the Company or, with respect to any action to be
taken by the Board of Directors, any committee of the Board of Directors duly
authorized to take such action; 

                           
1.9        "Business Day" shall mean
Monday through Friday of each week, except that a legal holiday recognized as
such by the government of the United States of America, Canada, the State of New
York or the Province of Ontario shall not be regarded as a Business Day; 

                           
1.10      "Capital Reorganization" shall have
the meaning set forth in Section 5.5; 

                           
1.11      "Cash Dividends" shall have the
meaning set forth in Section 2.1; 

                            1.12     
"Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Company, as it may be amended or restated from time to
time. 

                            1.13    
 "Certificated Preferred Stock" shall have the meaning set forth in
Section 10.2.1; 1.14 "Change of Control" shall mean the occurrence of any
of the following: 

	 	(a) 	
      the direct or indirect sale, lease, transfer, conveyance
      or other disposition (other than by way of a merger, amalgamation or
      consolidation, which are covered by subsections (b) and (c) below), in one
      or a series of related transactions, of all or substantially all of the
      properties or assets of the Parent and its Subsidiaries, taken as a whole,
      to any Person (other than to the Parent or to any wholly-owned
      Subsidiary);

	 	 	 
	 	(b) 	
      the consummation of any transaction (including, without
      limitation, pursuant to a merger, amalgamation or consolidation), the
      result of which is that any Person (other than the Investor) becomes the
      "beneficial owner" (as defined in Rule 13d- 3 and Rule 13d-5 under the
      Exchange Act), directly or indirectly, of more than 50% of the voting
      power of the Parent; provided, however, solely for purposes of this
      subsection (ii), a "Person" shall include a "group" within the meaning of
      Section 13(d) of the Exchange Act; or



- 3 - 





	 	(c) 	
      a plan or scheme of arrangement, merger, amalgamation,
      consolidation, stock sale or other transaction that would result in the
      Parent's pre-transaction shareholders ceasing to hold a majority of the
      outstanding Parent Common Shares or outstanding common equity securities
      of the surviving entity immediately following the completion of such
      transaction; or

	 	 	 
	 	(d) 	
      Parent ceasing to own, either directly or indirectly, all
      of the outstanding capital stock of the Company (other than the Preferred
      Stock, such other securities that the Company is permitted to create
      without approval of the Holders and any other securities that the Company
      creates with the requisite approval of the
Holders);



                            1.15     
"Change of Control Redemption Date" shall have the meaning set forth in
Section 7.2; 

                           
1.16      "Change of Control Redemption Notice"
shall have the meaning set forth in Section 7.4; 

                           
1.17      "Change of Control Redemption Premium"
shall mean, as to each share of Preferred Stock at the time of a Change of
Control Redemption Price and subject to Section 5.10.2, the amount, assuming
such dividends were paid as Cash Dividends and are not compounding, of
incremental dividends that would have accrued had such a Preferred Stock
remained outstanding from such time until and including the fifth anniversary of
its issuance date provided that if the Issued Amount exceeds the Make Whole
Issuable Maximum prior to the Change of Control Redemption Date, then the Change
of Control Redemption Premium shall thereafter be zero dollars ($0.00); after
such fifth anniversary, the Change of Control Redemption Premium as to such
Preferred Stock shall be zero; 

                           
1.18      "Change of Control Redemption Price"
shall have the meaning set forth in Section 7.3; 

                           
1.19      "Closing Sale Price" of the Parent
Common Shares shall mean, as of any date, the closing sale price per share (or
if no closing sale price is reported, the average of the closing bid and ask
prices or, if more than one in either case, the average of the average closing
bid and the average closing ask prices) on such date as reported on the
principal Securities Exchange on which the Parent Common Shares are traded or,
if the Parent Common Shares are not traded on a Securities Exchange, then a
United States or Canadian national or regional securities exchange on which the
Parent Common Shares are traded, or, if the Parent Common Shares are not so
traded, then in the over-the-counter market as reported by OTC Markets Group
Inc. or a similar organization. In the absence of such a quotation, the Closing
Sale Price shall be an amount determined by the Board of Directors to be the
fair market value of a Parent Common Share; 

                           
1.20      "Common Stock" shall mean the common
stock, no par value of the Company or any other capital stock of the Company
into which such Common Stock shall be reclassified or changed; 

                           
1.21      "Company" shall mean SunOpta Foods
Inc., a Delaware corporation; 

- 4 - 




                            1.22    
 "Credit Agreements" shall mean the Second Lien Loan Agreement and
the ABL Agreement; 

                           
1.23      "Dividend Change Date" shall mean the
first day following the end of the Company's third fiscal quarter in the year
2025; 

                           
1.24      "Dividend Payment Date" shall mean the
date that is forty-five (45) days after the end of each fiscal quarter of the
Company, unless the Board of Directors designates an earlier date; 

                           
1.25      "Dividend Rate" shall mean, (i) the
rate of 8.0% per annum for the period from the Issue Date through to the
Dividend Change Date, and (ii) 12.5% per annum thereafter, subject in each case
to adjustment as provided in Section 8; 

                           
1.26      "Dividend Record Date" shall mean,
with respect to any fiscal quarter and applicable Dividend Payment Date, the
record date (which shall be a Business Day) set by the Board of Directors for
holders eligible to receive any dividend declared for such fiscal quarter; 

                           
1.27      "Event of Noncompliance" shall mean:


	 	(a) 	
      the Company fails to make any payment (other than Cash
      Dividends for fiscal quarters ending prior to the Dividend Change Date)
      with respect to Preferred Stock which it is required to make hereunder, or
      fails to pay Cash Dividends for any quarter ending after the Dividend
      Change Date, whether or not such payment or dividend is legally
      permissible or is prohibited by any agreement to which the Company is
      subject, including payments pursuant to Sections 6.1 and 7.3 and the
      payment of any Accumulated Cash Dividends on any Optional Exchange Date,
      Optional Parent Put Exchange Date or Forced Exchange Date;

	 	 	 
	 	(b) 	
      the Company fails to deliver the required number of
      Parent Common Shares contemplated by Section 5.1 on an Optional Exchange
      Date, the Parent fails to deliver the required number of Parent Common
      Shares as contemplated by an Optional Parent Put Right on an Optional
      Parent Put Exchange Date, or the Company fails to make adjustments to the
      Exchange Rate as required pursuant to Section 5.5, in each case as, if and
      when due and applicable, and except as provided elsewhere herein,
      including Sections 5.6 and 5.10; or

	 	 	 
	 	(c) 	
      Parent or the Company, as applicable, fails to comply
      with any of Sections 2.1(a), 2.1(b), 2.1(c) 2.1(f), 6.1(a) and 6.1(b) of
      the Investor Rights Agreement or of Sections 2.1, 2.4, 3.1 and 3.2(e) of
      the Exchange Agreement; or

	 	 	 
	 	(d) 	
      the Company or Parent makes an assignment for the benefit
      of creditors or admits in writing its inability to pay its debts generally
      as they become due; or an order, judgment or decree is entered
      adjudicating the Company or Parent bankrupt or insolvent; or any order for
      relief with respect to the Company or Parent is entered under the Federal
      Bankruptcy Code; or the Company or Parent petitions or applies to any
      tribunal for the appointment of a custodian, trustee, receiver or
      liquidator of the Company or Parent, or of any substantial part of the
      assets of the Company or Parent, or commences any proceeding
(other than a proceeding for the voluntary liquidation and dissolution of any
Subsidiary of Company) relating to the Company or Parent under any bankruptcy
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction; or any such petition or application is
filed, or any such proceeding is commenced, against the Company or Parent and
either (A) the Company or Parent by any act reasonably indicates its approval
thereof, consent thereto or acquiescence therein or (B) such petition,
application or proceeding is not dismissed within sixty (60) days; 



- 5 - 




                           
1.28      "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder; 

                           
1.29      "Exchange Agreement" shall mean the
Exchange and Support Agreement, dated as of October 7, 2016, by and among
Parent, the Company and the Holders, as amended, supplemented, restated,
exchanged or replaced from time to time; 

                           
1.30      "Exchange Cap" shall have the meaning
set forth in Section 5.10; 

                           
1.31      "Exchange Date" shall mean the
Optional Exchange Date or the Forced Exchange Date, as applicable; 

                           
1.32      "Exchange Price" shall mean $7.50, as
may be adjusted from time to time in the manner set forth herein; 

                           
1.33      "Exchange Price Floor" means the
consolidated closing bid price for the Parent Common Shares as of 4 PM Eastern
time on the Trading Day immediately prior to the Issue Date, as reported by The
NASDAQ Global Select Market, as such price may be adjusted to account for
subsequent share dividend, share split, share combination, reclassification or
similar transaction; 

                           
1.34      "Exchange Rate" shall have the meaning
set forth in Section 5.1; 

                           
1.35      "Excluded Issuances" shall mean the
sale or issuance of Parent Common Shares, or securities convertible into,
exercisable or exchangeable for Parent Common Shares, (i) pursuant to any
present or future employee, director or consultant benefit plan, program or
practice of or assumed by the Parent or any of its Subsidiaries, (ii) pursuant
to any option, warrant or right or exchangeable or convertible security
outstanding as of the Issue Date, (including any Parent Common Shares delivered
or deliverable pursuant to this Article Fourth), (iii) as full or partial
consideration for a merger, acquisition, consolidation, joint venture, strategic
alliance, or other similar non-financing transaction, (iv) in connection with
any litigation, investigation or legal proceeding (or threatened litigation,
investigation or legal proceeding), and (v) triggering an adjustment under any
provision of Section 5.5 other than 5.5.4; 

                           
1.36      "Ex-Date" means the first date on
which the Parent Common Shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive the issuance,
dividend or distribution in question, from the Parent or, if applicable from the seller of Parent Common Shares on such
exchange or market (in the form of due bills or otherwise) as determined by such
exchange or market; 

- 6 - 




                           
1.37      "Forced Exchange Date" shall have the
meaning set forth in Section 5.2; 

                           
1.38      "Forced Exchange Notice" shall have
the meaning set forth in Section 5.2; 

                           
1.39      "Forced Exchange Notice Date" shall
have the meaning set forth in Section 5.2; 

                           
1.40      "Holder" and, unless the context
requires otherwise, "holder" shall each mean a holder of record of a
share of Preferred Stock; 

                           
1.41      "Investor" shall mean one or more
Affiliates of Oaktree Principal Fund VI, L.P.; 

                           
1.42      "Investor Rights Agreement" shall mean
the Investor Rights Agreement, dated October 7, 2016, by and among the Parent,
the Company and the Investor, as amended, supplemented, restated, converted,
exchanged or replaced from time to time; 

                           
1.43      "Issue Date" shall mean the original
date of issuance of the Preferred Stock; 

                           
1.44      "Issued Amount" shall mean meaning
given in Section 5.10.2; 

                           
1.45      "Junior Stock" shall mean the Common
Stock and each other class of the Company's capital stock or series of preferred
stock established after the Issue Date, by the Board of Directors, the terms of
which do not expressly provide that such class or series ranks senior to or on a
parity with the Preferred Stock as to dividend rights or rights upon the
liquidation, winding-up or dissolution of the Company; 

                           
1.46      "Liquidation Preference" shall mean,
with respect to each share of Preferred Stock, $1,000.00, as adjusted pursuant
to Sections 2.2, 2.5 and 2.6, in each case to the date of payment of the
Liquidation Preference, the Exchange Date, the Optional Redemption Date or the
Change of Control Redemption Date, as applicable; 

                           
1.47      "Make Whole Issuable Maximum" means
19.99% of the number of Parent Common Shares outstanding on the Trading Day
immediately prior to the Issue Date, as such number may be adjusted to account
for any subsequent share dividend, share split, share combination,
reclassification of similar transactions; 

                           
1.48      "Market Value" shall mean the Average
VWAP during a 20 consecutive Trading Day period ending on, and including, the
Trading Day immediately prior to the date of determination; 

                           
1.49      "Non-Cash Dividend Election" shall
have the meaning set forth in Section 2.2;

- 7 - 




                            1.50    
 "Officer" shall mean the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, the General Counsel, any
Executive Vice President, any Senior Vice President, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary of the Company; 

                           
1.51      "opening of business" shall mean 9:00
a.m. (Toronto time); 

                           
1.52      "Optional Exchange Date" shall have
the meaning set forth in Section 5.1; 

                           
1.53      "Optional Exchange Notice" shall have
the meaning set forth in Section 5.1; 

                           
1.54      "Optional Exchange Notice Date" shall
have the meaning set forth in Section 5.1; 

                           
1.55      "Optional Parent Put Exchange Date"
shall mean the date shares of Preferred Stock are exchanged for Parent Common
Shares pursuant to an Optional Parent Put Right; 

                           
1.56      "Optional Parent Put Right" shall mean
the right of a Holder to exchange shares of Preferred Stock for Parent Common
Shares directly with the Parent pursuant to the Exchange Agreement; 

                           
1.57      "Optional Redemption Date" shall have
the meaning set forth in Section 6.1; 

                           
1.58      "Optional Redemption Notice" shall
have the meaning set forth in Section 6.3; 

                           
1.59      "Optional Redemption Price" shall have
the meaning set forth in Section 6.2; 

                           
1.60      "OSA" shall mean the Securities
Act (Ontario), as amended from time to time, and the regulations, rules and
instruments promulgated thereunder; 

                           
1.61      "Ownership Notice" shall mean the
notice of ownership of capital stock of the Company containing the information
required to be set forth or stated on certificates pursuant to the Delaware
General Corporation Law and, in the case of an issuance of capital stock by the
Company, in substantially the form attached hereto as Exhibit B; 

                           
1.62      "Parent" shall mean SunOpta Inc., a
company amalgamated under the Business Corporations Act (Canada); 

                           
1.63      "Parent Common Shares" shall mean the
common shares of the Parent; 

                           
1.64      "Parity Stock" shall mean any class of
capital stock or series of preferred stock established after the Issue Date by
the Board of Directors, the terms of which expressly provide that such class or series will rank on a
parity with the Preferred Stock as to dividend rights or rights upon the
liquidation, winding-up or dissolution of the Company; 

- 8 - 




                           
1.65      "Paying Agent" shall mean the Transfer
Agent, acting in its capacity as paying agent for the Preferred Stock, and its
successors and assigns, or any other Person appointed to serve as paying agent
by the Company; 

                           
1.66      "Person" shall mean any individual,
corporation, general partnership, limited partnership, limited liability
partnership, joint venture, association, joint-stock company, trust, limited
liability company, unincorporated organization or government or any agency or
political subdivision thereof; 

                           
1.67      "Post CoC Exchange Cap" shall have the
meaning set forth in Section 5.10.3; 

                           
1.68      "Preferred Stock" shall mean the
Series A Preferred Stock of the Company authorized pursuant to Article Fourth of
the Certificate of Incorporation; 

                           
1.69      "Redeeming Party" shall have the
meaning set forth in Section 7.2; 

                           
1.70      "Reference Property" shall have the
meaning set forth in Section 5.5; 

                           
1.71      "SEC" shall mean the Securities and
Exchange Commission; 

                           
1.72      "Second Lien Loan Agreement" shall
mean that certain second lien loan agreement, dated October 9, 2015, by and
among the Parent, the Company, Bank of Montreal, as administrative agent and
collateral agent, the various lenders thereto, and the other parties signatory
thereto, as amended, supplemented, restated, converted, exchanged or replaced
from time to time, including for the avoidance of doubt the Exchange Note
Indenture, and the Senior Take-out Notes Indenture (in both cases as defined in
the Second Lien Loan Agreement); 

                           
1.73      "Securities Act" shall mean the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder; 

                           
1.74      "Securities Exchange" shall mean an
exchange registered with the SEC under Section 6(a) of the Exchange Act or the
Toronto Stock Exchange; 

                           
1.75      "Securities Representations" shall
mean, for a prospective exchange of Preferred Stock for Parent Common Shares by
a Holder, representations by such Holder that (i) it will satisfy the definition
of "accredited investor" of National Instrument 45-106 – Prospectus
Exemptions at the time of such exchange and (ii) either such exchange will
(x) not be exercised in the United States or by or on behalf of a U.S. Person or
(y) be exempt from registration under the Securities Act and applicable state
securities laws; 

                           
1.76      "Senior Stock" shall mean each class
of capital stock or series of preferred stock of the Company established after
the Issue Date by the Board of Directors, the terms of which expressly provide
that such class or series will rank senior to the Preferred Stock as to dividend
rights or rights upon the liquidation, winding-up or dissolution of the Company;


- 9 - 




                            1.77    
 "Shelf Registration Statement" shall mean a shelf registration
statement filed by the Parent with the SEC covering resales of Transfer
Restricted Securities by holders thereof; 

                           
1.78      "Subsidiary" shall mean, as to any
Person, any corporation or other entity of which: (a) such Person or a
Subsidiary of such Person is a general partner or, in the case of a limited
liability company, the managing member or manager thereof; (b) at least a
majority of the outstanding equity interest having by the terms thereof ordinary
voting power to elect a majority of the board of directors or similar governing
body of such corporation or other entity (irrespective of whether or not at the
time any equity interest of any other class or classes of such corporation or
other entity shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more of its Subsidiaries; or (c) any corporation or other
entity as to which such Person consolidates for accounting purposes. For the
avoidance of doubt, for purposes of this Certificate of Incorporation, each of
the Company and its Subsidiaries shall be considered a Subsidiary of the Parent;


                           
1.79      "Trading Day" shall mean a day during
which trading in securities generally occurs on the principal Securities
Exchange on which the Parent Common Shares are traded or, if the Parent Common
Shares are not traded on a Securities Exchange, then a United States or Canadian
national or regional securities exchange on which the Parent Common Shares are
traded. If the Parent Common Shares are not so traded, "Trading Day"
shall mean a Business Day; 

                           
1.80      "Transfer Agent" shall mean, as
applicable, TMX Equity Transfer Services or American Stock Transfer & Trust
Company, LLC, acting as the Parent's duly appointed transfer agent, registrar,
exchange agent and dividend disbursing agent for the Parent Common Shares, or
the Company's duly appointed transfer agent, registrar, exchange agent
and dividend disbursing agent for the Preferred Stock, if any, or if none an
Officer, and in each case their successors and assigns, or any other person
appointed to serve as transfer agent, registrar, exchange agent, conversion
agent and dividend disbursing agent by the Parent or the Company, as applicable;


                           
1.81      "Transfer Restricted Securities" shall
mean each share of Parent Common Shares received upon exchange of a share of
Preferred Stock until (a) such shares of Parent Common Shares shall be freely
tradable pursuant to an exemption from registration under the Securities Act
under Rule 144 thereunder (without restrictions or limitations with respect to
volume or manner of sale or subject to any conditions), or (b) the resale of
such shares of Parent Common Shares under an effective Shelf Registration
Statement, in each case unless otherwise agreed to by the Company and the Holder
thereof; 

                           
1.82      "Trigger Event" shall have the meaning
set forth in Section 5.5.7; 

                           
1.83      "VWAP" per share of Parent Common
Shares on any Trading Day shall mean the per share volume-weighted average price
as displayed on Bloomberg page "STKL <Equity> AQR" (or its
equivalent successor if such page is not available) in respect of the period
from 9:30 a.m. to 4:00 p.m., Toronto time, on such Trading Day; or, if such
price is not available, "VWAP" shall mean the market value per share of
Parent Common Shares on such Trading Day as determined, using a volume-weighted average
method, by a nationally recognized independent investment banking firm retained
by the Company for this purpose; and 

- 10 - 




                  
2.        Dividends. 

                   
          2.1       
Holders shall be entitled to receive, with respect to each share of Preferred
Stock prior to any distributions made in respect of any Junior Stock in respect
of the same fiscal quarter, out of funds legally available for payment, cash
dividends ("Cash Dividends") on the sum of the Liquidation Preference
plus the Accumulated Cash Dividends in each case in effect immediately after the
last day of the immediately prior fiscal quarter (or if there has been no prior
full fiscal quarter, the Issue Date), computed on the basis of a 360-day year
consisting of twelve 30-day months, at the applicable Dividend Rate. To the
extent the Board of Directors so declares, Cash Dividends shall be payable in
arrears on each Dividend Payment Date for the fiscal quarter ending immediately
prior to such Dividend Payment Date (or with respect to the first Dividend
Payment Date, for the period commencing on the Issue Date and ending on the last
day of the fiscal quarter following the Issue Date), to the Holders as they
appear on the Company's stock register at the close of business on the relevant
Dividend Record Date. Dividends on the Preferred Stock shall accrue and become
Accrued Dividends on a day-to-day basis from the last day of the most recent
fiscal quarter, or if there has been no prior full fiscal quarter, from the
Issue Date, until Cash Dividends are paid pursuant to this Section 2.1 in
respect of such accrued amounts or the Liquidation Preference is increased in
respect of such accrued amounts pursuant to Sections 2.2, 2.5 or 2.6. 

                              2.2       
Notwithstanding anything to the contrary in Section 2.1, the Company may, at the
sole election of the Board of Directors, with respect to any dividend declared
in respect of any fiscal quarter ending prior to the Dividend Change Date, elect
(a "Non-Cash Dividend Election") to have the amount equal to the
applicable Dividend Rate multiplied by the Liquidation Preference in effect
immediately after the last day of the immediately prior fiscal quarter (or if
there has been no prior full fiscal quarter, the Issue Date), computed on the
basis of a 360-day year consisting of twelve 30-day months to be added to the
Liquidation Preference in lieu of paying Cash Dividends. If the Company fails to
declare or pay a Cash Dividend in respect of any fiscal quarter ending prior to
the Dividend Change Date or declares and pays a Cash Dividend for such quarter
in an amount less than the amount of Accrued Dividends on the last day of such
quarter, and the Company does not make a Non-Cash Dividend Election in respect
thereof, then the Company shall be deemed to have made a Non-Cash Dividend
Election for the portion of the Liquidation Preference in respect of which the
Cash Dividend is unpaid. 

                            2.3       
If the Company fails to declare or pay a Cash Dividend in respect of any fiscal
quarter ending after the Dividend Change Date or declares and pays a Cash
Dividend for such quarter in an amount less than the amount of Accrued Dividends
on the last day of such quarter, then the amount of Cash Dividend that is unpaid
in respect of such quarter shall be deemed to be Accumulated Cash Dividends.


                            2.4       
The Board of Directors may from time to time declare and pay additional
dividends on such date or dates as the Board of Directors may determine, from
all or any part of the Accumulated Cash Dividends out of the moneys of the
Company properly applicable to the payment of dividends, and the payment of any
such dividends shall reduce the Accumulated Cash Dividends.

- 11 - 




                           
2.5        Notwithstanding anything to the
contrary herein, if any shares of Preferred Stock are exchanged into Parent
Common Shares in accordance with the Certificate of Incorporation or pursuant to
an Optional Parent Put Right during the period between the close of business on
any Dividend Record Date and the close of business on the corresponding Dividend
Payment Date: 

                                         
2.5.1    in respect of a fiscal quarter ending prior to the
Dividend Change Date, the Accrued Dividends on the applicable Exchange Date, at
the Company's option, shall either (x) be paid in cash on or prior to the date
of such Dividend Payment Date or (y) not be paid in cash, be deemed to be
Accumulated PIK Dividends and be added to the Liquidation Preference for
purposes of such exchange;

                                          
2.5.2    in respect of a fiscal quarter ending after the Dividend
Change Date, the Accrued Dividends on the applicable Exchange Date shall be paid
in cash on or prior to the date of such Dividend Payment Date; 

For the avoidance of doubt, such Accrued Dividends shall
include dividends accruing from the last day of the most recently preceding
fiscal quarter to, but not including, the applicable Exchange Date. The Holders
at the close of business on a Dividend Record Date shall be entitled to receive
any dividend paid as a Cash Dividend on those shares on the corresponding
Dividend Payment Date. 

                           
2.6        Notwithstanding anything to the
contrary herein, if any shares of Preferred Stock are redeemed by the Company in
accordance with the Certificate of Incorporation during the period between the
close of business on any Dividend Record Date and the close of business on the
corresponding Dividend Payment Date, 

                                         
2.6.1    in respect of a fiscal quarter ending prior to the
Dividend Change Date, the Accrued Dividends on the date of redemption with
respect to such shares of Preferred Stock shall be deemed to be Accumulated PIK
Dividends and shall be added to the Liquidation Preference for purposes of such
redemption; 

                                         
2.6.2    in respect of a fiscal quarter ending after the Dividend
Change Date, the Accrued Dividends on the date of redemption with respect to
such shares of Preferred Stock shall be paid in cash on or prior to the such
Dividend Payment Date.

For the avoidance of doubt, such Accrued Dividends shall
include dividends accruing from the last day of the most recently preceding
fiscal quarter to, but not including, the Optional Redemption Date or the Change
of Control Redemption Date, as applicable. The Holders at the close of business
on a Dividend Record Date shall be entitled to receive any dividend paid as a
Cash Dividend on those shares on the corresponding Dividend Payment Date. 

- 12 - 




                   3.       
Voting and Protective Provisions. 

                            3.1       
Holders shall not have any rights to notice of, to attend at or to vote at any
meetings of the shareholders of the Company except as set forth in this Section
3 or as otherwise from time to time specifically required by the Delaware
General Corporation Law or the Certificate of Incorporation. 

                             3.2       
So long as any shares of Preferred Stock are outstanding, in addition to any
other vote or consent of stockholders required by the Delaware General
Corporation Law or the Certificate of Incorporation, the affirmative vote or
consent of the holders representing at least a majority of the outstanding
shares of Preferred Stock, voting together as a separate class, given in person
or by proxy, either in writing without a meeting or by vote at any meeting
called for the purpose, shall be necessary for effecting or validating: 

                                         
3.2.1    any issuance, authorization or creation of, or any
increase by the Company in the issued or authorized amount of, any specific
class or series of Parity Stock or Senior Stock; 

                                         
3.2.2    any increase in the number of issued or authorized
amount of Preferred Stock, or any reissuance thereof; 

                                         
3.2.3    any exchange, reclassification or cancellation of the
Preferred Stock, other than as provided in the Certificate of Incorporation
including Section 5; or 

                                         
3.2.4    any amendment, modification or alteration of, or
supplement to, the Certificate of Incorporation that would materially and
adversely affect the rights, preferences, privileges or voting powers of the
Preferred Stock or any Holder. 

                              3.3       
Notwithstanding anything to the contrary herein, without the consent of the
Holders, the Company, acting in good faith, may amend, alter, supplement or
repeal any terms of the Preferred Stock by amending or supplementing the
Certificate of Incorporation or any stock certificate representing shares of the
Preferred Stock: 

                                         
3.3.1    to cure any ambiguity, omission, inconsistency or
mistake in any such instrument in a manner that is not inconsistent with the
provisions of the Certificate of Incorporation and that does not adversely
affect the rights, preferences, privileges or voting powers of the Preferred
Stock or any Holder; 

                                         
3.3.2    to make any provision with respect to matters or
questions relating to the Preferred Stock that is not inconsistent with the
provisions of the Certificate of Incorporation and that does not adversely
affect the rights, preferences, privileges or voting powers of the Preferred
Stock or any Holder; or 

                                         
3.3.3    to make any other change that does not adversely affect
the rights, preferences, privileges or voting powers of the Preferred Stock or
any Holder (other than any Holder that consents to such change). 

                             
3.4        Prior to the actual delivery of
such Parent Common Shares on the applicable Exchange Date, the Parent Common
Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no
voting rights with respect to such shares of Parent Common Shares solely by
virtue of holding the Preferred Stock. 

- 13 - 




                            3.5       
In exercising the voting rights set forth in Section 3.2, each share of
Preferred Stock shall be entitled to one vote. 

                            3.6       
The rules and procedures for calling and conducting any meeting of the Holders
(including the fixing of a record date in connection therewith), the
solicitation and use of proxies at such a meeting, the obtaining of written
consents and any other procedural aspect or matter with regard to such a meeting
or such consents shall be governed by any rules the Board of Directors, in its
discretion, may adopt from time to time, which rules and procedures shall
conform to the requirements of the Certificate of Incorporation, the bylaws of
the Company and applicable law. 

                  
4.        Liquidation Rights.


                            4.1       
In the event of any liquidation, winding-up or dissolution of the Company,
whether voluntary or involuntary, each Holder shall be entitled to receive, in
respect of each share of Preferred Stock, and to be paid out of the assets of
the Company available for distribution to its stockholders, in preference to the
holders of, and before any payment or distribution is made on, any Junior Stock,
an amount equal to the greater of (i) the Liquidation Preference plus the
Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange
Rate multiplied by the Market Value as of the effective date of such
liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends
thereon. 

                            4.2       
In the event of any liquidation, winding-up or dissolution of the Parent,
whether voluntary or involuntary, each Holder shall be entitled to receive, in
respect of such shares of Preferred Stock, and to be paid out of the assets of
the Company available for distribution to its stockholders, in preference to the
holders of, and before any payment or distribution is made on, any Junior Stock,
an amount equal to the greater of (i) the Liquidation Preference plus the
Accumulated Cash Dividends thereon and (ii) the amount such Holder would have
received had such Holder, immediately prior to such liquidation, winding-up or
dissolution of the Parent, exchanged such Preferred Stock for Parent Common
Shares in accordance with Section 5.1. Such payment shall be made regardless of
whether there is a liquidation, winding-up or dissolution of the Company.

                            4.3       
Neither the sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all the assets or
business of the Company (other than in connection with the liquidation, winding
up or dissolution of its business), nor the merger or consolidation of the
Company into or with any other Person shall be deemed to be a liquidation,
winding-up or dissolution, voluntary or involuntary, for the purposes of this
Section 4. 

                            4.4       
After the payment in full to the Holders of the amounts provided for in this
Section 4, the Holders of shares of Preferred Stock as such shall have no right
or claim to any of the remaining assets of the Company in respect of their
ownership of such Preferred Stock. 

- 14 - 




                            4.5       
In the event the assets of the Company available for distribution to the Holders
upon any liquidation, winding-up or dissolution of the Company, whether
voluntary or involuntary, shall be insufficient to pay in full all amounts to
which such Holders are entitled pursuant to Section 4.1 and 4.2, no such
distribution shall be made on account of any shares of Parity Stock upon such
liquidation, dissolution or winding-up unless proportionate distributable
amounts shall be paid on account of the shares of Preferred Stock, equally and
ratably, in proportion to the full distributable amounts for which Holders of
all Preferred Stock and of any Parity Stock are entitled upon such liquidation,
winding-up or dissolution. 

                   5.       
Exchange. 

                            5.1       
The Holders shall have the right, subject to the Exchange Cap, to exchange their
shares of Preferred Stock, in whole or in part, into that number of whole shares
of Parent Common Shares for each share of Preferred Stock equal to the quotient
of (i) the Liquidation Preference then in effect divided by (ii) the Exchange
Price then in effect, with such adjustment or cash payment for fractional shares
as the Company may elect pursuant to Section 9 (such quotient, the "Exchange
Rate"). To exchange shares of Preferred Stock into shares of Parent Common
Shares pursuant to this Section 5.1, such Holder shall give written notice (the
"Optional Exchange Notice") to the Company, signed by such Holder or its
duly authorized attorney or agent, stating that such Holder elects to so
exchange shares of Preferred Stock and shall state therein: (A) the number of
shares of Preferred Stock to be exchanged, (B) a representation by such Holder
that the exchange of such number of shares will not cause such Holder to exceed
the Beneficial Ownership Exchange Cap, if applicable, (C) the name or names in
which such Holder wishes the Parent Common Shares to be delivered, (D) the
Holder's computation of the number of shares of Parent Common Shares to be
received by such Holder, (E) the exchange date (the "Optional Exchange
Date"), being a Business Day not less than three (3) nor more than five (5)
Business Days after the date upon which the Optional Exchange Notice is received
by the Company (the "Optional Exchange Notice Date"), (F) the Exchange
Price on the Optional Exchange Date and (G) the Securities Representations. If
no Optional Exchange Date is specified in the Optional Exchange Notice, the
Optional Exchange Date shall be deemed to be the fifth Business Day after the
Optional Exchange Notice Date. If a Holder validly delivers the Optional
Exchange Notice in accordance with this Section 5.1, the Company shall deliver
the shares of Parent Common Shares as soon as reasonably practicable, but not
later than five (5) Business Days after the Optional Exchange Date. 

                            5.2       
The Company shall have the right to cause all but not less than all the
outstanding shares of Preferred Stock, except those shares of Preferred Stock
subject to the Exchange Cap, to be exchanged into that number of whole shares of
Parent Common Shares for each share of Preferred Stock equal to the Exchange
Rate then in effect, with such adjustment or cash payment for fractional shares
as the Company may elect pursuant to Section 9; provided, however that in order
for the Company to exercise such right, either (i) on or after the third
anniversary of the Issue Date, the Average VWAP per share of the Parent Common
Shares during a 20 consecutive Trading Day period ending on, and including, the
Trading Day immediately preceding the Forced Exchange Notice Date shall be
greater than 200% of the Exchange Price then in effect or (ii) fewer than 10% of
the shares of Preferred Stock issued on the Issue Date remain outstanding. To
exchange shares of Preferred Stock into shares of Parent Common Shares pursuant
to this Section 5.2, the Company shall give not less than thirty (30) days'
written notice (the "Forced Exchange Notice" and the date of such notice,
the "Forced Exchange Notice Date") to each Holder stating that the
Company elects to force exchange of such shares of Preferred Stock pursuant to
this Section 5.2 and shall state therein (A) the exchange date (the "Forced
Exchange Date" ), (B) the number of such Holder's shares of Preferred Stock
to be exchanged, if known, (C) the Exchange Price on the Forced Exchange Date,
(D) the Company's computation of the number of shares of Parent Common Shares to
be received by the Holder, (E) the basis of such forced exchange (being (i) or
(ii) above) and (F) the surrender locations specified in Section 5.3. Each
Holder shall deliver to the Company written notice of the number Parent Common
Shares held by such Holder for the purpose of the Beneficial Ownership Exchange
Cap within three Business Days of the Forced Exchange Notice, and again upon
each change in such number of shares preceding the Forced Exchange Date. If the
Company validly delivers a Forced Exchange Notice to a Holder in accordance with
this Section 5.2, the Company shall deliver the shares of Parent Common Shares
as soon as reasonably practicable, but not later than ten Business Days after
the Forced Exchange Date. Notwithstanding anything to the contrary in this
Section 5.2, a Holder may exercise an Optional Parent Put Right after receipt of
a Forced Exchange Notice, provided the Optional Parent Put Exchange Date
precedes the Forced Exchange Date by at least five Business Days. Upon the
exchange of shares of Preferred Stock pursuant to such Optional Parent Put
Right, such Forced Exchange Notice shall be rendered void in respect of such
shares. The Company may not exercise its rights under this Section 5.2 unless
the Parent Common Shares delivered to the Holders under this Section 5.2 are
freely tradable by the Holders under the OSA, the Securities Act and the
Exchange Act. In the event the Exchange Cap prevents the issuance of all or any
part of the Parent Common Shares otherwise required to be delivered to a Holder
pursuant to this Section 5.2, the Company shall delay delivery of such Parent
Common Shares until the Exchange Cap no longer prevents such delivery, provided
that if after 90 days the Exchange Cap still prevents such deliver, the Company
shall cause such shares to be sold to a third party and deliver the proceeds of
such sale to the applicable Holder.

- 15 - 




                           
5.3        Upon exchange, each Holder shall
surrender to the Company the certificates representing any shares of Preferred
Stock held in certificated form to be exchanged during usual business hours at
its principal place of business or the offices of its duly appointed Transfer
Agent maintained by it, accompanied by (i) (if so required by the Company or its
duly appointed Transfer Agent) a written instrument or instruments of transfer
in form reasonably satisfactory to the Company or its duly appointed Transfer
Agent duly executed by the Holder or its duly authorized legal representative
and (ii) transfer tax stamps or funds therefor, if required pursuant to Section
5.9. 

                            5.4       
Except to the extent that a Holder is not able to exchange its shares of
Preferred Stock into Parent Common Shares as a result of the Exchange Cap, on
the applicable Exchange Date, dividends shall cease to accrue on the shares of
Preferred Stock so exchanged and all other rights with respect to the shares of
Preferred Stock so exchanged, including the rights, if any, to receive notices,
will terminate, except only the rights of Holders thereof to receive the number
of whole Parent Common Shares into which such shares of Preferred Stock have
been exchanged (with such adjustment or cash payment for fractional shares as
the Company may elect pursuant to Section 9). As promptly as practical after the
exchange of any shares of Preferred Stock into Parent Common Shares, the Company
shall deliver or cause to be delivered to the applicable Holder an ownership
notice identifying the number of full shares of Parent Common Shares to which
such Holder is entitled, a cash payment in respect of fractional shares in
accordance with Section 9 and a cash payment in respect of the Accumulated Cash Dividends in respect of the shares of
Preferred Stock exchanged. If less than all the shares of Preferred Stock
represented by a certificate or certificates surrendered by a Holder pursuant to
Section 5.3 are to be exchanged, the Holder shall be entitled to receive, at the
expense of the Company, a new certificate representing the shares of Preferred
Stock represented by the surrendered certificate or certificates that are not to
be exchanged. 

- 16 - 




                        
   5.5        The Exchange
Price shall be subject to the following adjustments (except as provided in
Section 5.6): 5.5.1 If the Parent pays a dividend (or other distribution) in
shares of Parent Common Shares to holders of the Parent Common Shares, in their
capacity as holders of Parent Common Shares, then the Exchange Price in effect
immediately following the record date for such dividend (or distribution) shall
be divided by the following fraction: 

 

where 

		OS0 	= 	
      the number of Parent Common Shares outstanding
      immediately prior to the record date for such dividend or distribution;
      and 

	 	  	  	     
		OS1 	= 	
      the sum of (A) the number of Parent Common Shares
      outstanding immediately prior to the record date for such dividend or
      distribution and (B) the total number of Parent Common Shares constituting
      such dividend. 



                                         
5.5.2    If the Parent issues to holders of Parent Common Shares,
in their capacity as holders of Parent Common Shares, rights, options or
warrants entitling them to subscribe for or purchase shares of Parent Common
Shares at less than the Market Value determined on the Ex-Date for such
issuance, then the Exchange Price in effect immediately following the close of
business on the Ex-Date for such issuance shall be divided by the following
fraction: 

 

where 

		OS0 	= 	the number of shares of Parent
      Common Shares outstanding at the close of business on the record date for
      such issuance; 
	 	  	  	  
		X 	= 	the total number of shares of
      Parent Common Shares issuable pursuant to such rights, options or
      warrants; and 
	 	  	  	  
		Y 	= 	the number of shares of Parent
      Common Shares equal to the aggregate price payable to exercise such
      rights, options or warrants divided by the Market Value determined as of
      the Ex-Date for such issuance. 


- 17 - 




To the extent that such rights, options or warrants are not
exercised prior to their expiration or Parent Common Shares are otherwise not
delivered pursuant to such rights or warrants upon the exercise of such rights
or warrants, the Exchange Price shall be readjusted to such Exchange Price that
would have then been in effect had the adjustment made upon the issuance of such
rights, options or warrants been made on the basis of the delivery of only the
number of shares of Parent Common Shares actually delivered. If such rights,
options or warrants are only exercisable upon the occurrence of certain
triggering events, then the Exchange Price shall not be adjusted until such
triggering events occur. In determining the aggregate offering price payable for
such shares of Parent Common Shares, the exchange agent shall take into account
any consideration received for such rights, options or warrants and the value of
such consideration (if other than cash, to be determined by the Board of
Directors). 

                                         
5.5.3    If the Parent subdivides, combines or reclassifies the
shares of Parent Common Shares into a greater or lesser number of shares of
Parent Common Shares, then the Exchange Price in effect immediately following
the effective date of such share subdivision, combination or reclassification
shall be divided by the following fraction: 

 

where 

	 	OS0 	= 	
      the number of Parent Common Shares outstanding
      immediately prior to the effective date of such share subdivision,
      combination or reclassification; and 

	 	  	  	     
	 	OS1 	= 	
      the number of Parent Common Shares outstanding
      immediately after the opening of business on the effective date of such
      share subdivision, combination or reclassification.




                                         
5.5.4    Except for any Excluded Issuances, if the Parent issues
any Parent Common Shares or securities convertible or exchangeable into Parent
Common Shares for a consideration per share that is less than the Exchange Price
in effect immediately prior to such issuance, then the Exchange Price in effect
immediately prior to such issuance shall be adjusted in accordance with the
following formula:

 

where 

EP2 = new Exchange Price after giving
effect to issuance of additional Parent Common Shares or securities exchangeable
or convertible into Parent Common Shares ("New Issue"); 

EP1 = Exchange Price in effect
immediately prior to the New Issue; 

OS0 = number of Parent Common Shares
deemed to be outstanding immediately prior to the New Issue on a fully diluted
basis, including on the conversion,
exercise or exchange of any convertible, exercisable or exchangeable securities;

- 18 - 




X = aggregate consideration received
by the Parent with respect to the New Issue divided by EP1; and 

Y = number of Parent Common Shares
issued, or issuable on exchange or conversion, in the New Issue; 

provided that no such adjustment to
the Exchange Price shall cause the Exchange Price to be adjusted below the
Exchange Price Floor. For the avoidance of doubt, in the event such adjustment
would cause the Exchange Price to be lower than the Exchange Price Floor but for
the immediately preceding proviso, then the Exchange Price shall be equal to the
Exchange Price Floor. 

                                         
5.5.5    In the case of: (A) any recapitalization,
reclassification or change of the Parent Common Shares (other than changes
resulting from a subdivision or combination), (B) any consolidation, merger or
combination involving the Parent, (C) any sale, lease or other transfer to a
third party of the consolidated assets of the Parent and its Subsidiaries
substantially as an entirety, or (D) any statutory share exchange, as a result
of which the Parent Common Shares are converted into, or exchanged for, shares,
other securities, other property or assets (including cash or any combination
thereof) (any such transaction or event, a "Capital Reorganization"),
then, at and after the effective time of such Capital Reorganization, the right
to exchange each share of Preferred Stock shall be changed into a right to
exchange such share into the kind and amount of shares, other securities or
other property or assets (or any combination thereof) that a holder of a number
of Parent Common Shares equal to the Exchange Rate immediately prior to such
Capital Reorganization would have owned or been entitled to receive upon such
Capital Reorganization (such shares, securities or other property or assets, the
"Reference Property"). If the Capital Reorganization causes the Parent
Common Shares to be converted into, or exchanged for, the right to receive more
than a single type of consideration (determined based in part upon any form of
shareholder election), then the Reference Property into which the Preferred
Stock will be exchangeable shall be deemed to be the weighted average of the
types and amounts of consideration received by the holders of Parent Common
Shares that affirmatively make such an election. The Parent shall notify Holders
of such weighted average as soon as practicable after such determination is
made. None of the foregoing provisions shall affect the right of a Holder of
Preferred Stock to exchange its Preferred Stock into Parent Common Shares
pursuant to Section 5.1 prior to the effective time of such Capital
Reorganization. Notwithstanding Sections 5.5.1 to 5.5.4, no adjustment to the
Exchange Price shall be made for any Capital Reorganization to the extent
shares, securities or other property or assets become the Reference Property
receivable upon exchange of Preferred Stock. 

                                         
5.5.6    Notwithstanding anything herein to the contrary, no
adjustment under this Section 5.5 need be made to the Exchange Price unless such
adjustment would require an increase or decrease of at least $0.01. Any lesser
adjustment shall be carried forward and shall be made at the time of and
together with the next subsequent adjustment, if any, which, together with any
adjustment or adjustments so carried forward, shall amount to an increase or
decrease of at least $0.01 of the Exchange Price. 

- 19 - 




                                          5.5.7  
 Notwithstanding any other provisions of this Section 5.5, rights or
warrants distributed by the Parent to holders of Parent Common Shares, in their
capacity as holders of Parent Common Shares, entitling the holders thereof to
subscribe for or purchase shares of the Parent's capital stock (either initially
or under certain circumstances), which rights or warrants, until the occurrence
of a specified event or events ("Trigger Event"): (A) are deemed to be
transferred with such shares of Parent Common Shares; (B) are not exercisable;
and (C) are also issued in respect of future issuances of Parent Common Shares,
shall be deemed not to have been distributed for purposes of this Section 5.5
(and no adjustment to the Exchange Price under this Section 5.5 will be
required) until the occurrence of the earliest Trigger Event, whereupon such
rights and warrants shall be deemed to have been distributed and an appropriate
adjustment (if any is required) to the Exchange Price shall be made under
Section 5.5.2. In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to an Exchange Price under this Section 5.5 was
made, (1) in the case of any such rights or warrants that shall all have been
redeemed or repurchased without exercise by any holders thereof, such Exchange
Price shall be readjusted upon such final redemption or repurchase to give
effect to such distribution or Trigger Event, as the case may be, as though it
were a cash distribution, equal to the per share redemption or repurchase price
received by a holder or holders of Parent Common Shares with respect to such
rights or warrants (assuming such holder had retained such rights or warrants),
made to all holders of Parent Common Shares as of the date of such redemption or
repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise thereof, such Exchange Price shall
be readjusted as if such expired or terminated rights and warrants had not been
issued. To the extent that the Parent has a rights plan or agreement in effect
upon exchange of the Preferred Stock, which rights plan provides for rights or
warrants of the type described in this clause, then upon exchange of Preferred
Stock the Holder will receive, in addition to the Parent Common Shares to which
he is entitled, a corresponding number of rights in accordance with the rights
plan, unless a Trigger Event has occurred and the adjustments to the Exchange
Price with respect thereto have been made in accordance with the foregoing. In
lieu of any such adjustment, the Parent may amend such applicable stockholder
rights plan or agreement to provide that upon exchange of the Preferred Stock
the Holders will receive, in addition to the Parent Common Shares issuable upon
such exchange, the rights that would have attached to such Parent Common Shares
if the Trigger Event had not occurred under such applicable stockholder rights
plan or agreement. 

                                          5.5.8   
The Company reserves the right to make such reductions in the Exchange Price in
addition to those required in the foregoing provisions as it considers advisable
in order that any event treated for federal income tax purposes as a dividend of
stock or stock rights will not be taxable to the recipients. In the event the
Company elects to make such a reduction in the Exchange Price, the Company shall
comply with the requirements of Rule 14e-1 under the Exchange Act, and any other
securities laws and regulations thereunder if and to the extent that such laws
and regulations are applicable in connection with the reduction of the Exchange
Price. 

                           
5.6        Notwithstanding anything to the
contrary in Section 5.5, if the Holders are (i) entitled to participate in a
distribution or transaction to which Section 5.5.2 applies as if they held a
number of shares of Parent Common Shares issuable upon exchange of the Preferred
Stock immediately prior to such event, without having to exchange their shares
of Preferred Stock, or (ii) entitled to participate in a
distribution or transaction to which Section 5.5.4 applies in proportion to
their holdings of Parent Common Shares on an as exchanged basis, then for
purposes of determining the Exchange Price pursuant to Section 5.5.2 or Section
5.5.4 both the number of Parent Common Shares issued or issuable in such
transaction or distribution and the aggregate price or consideration received by
the Company shall be reduced by multiplying such number, price or consideration
by a fraction equal to (A) the aggregate amount of consideration paid by those
Holders of Preferred Stock who actually elect to exercise any rights, options,
or warrants, distributed to them in such distribution or transaction or to
purchase Parent Common Shares or securities convertible or exchangeable into
Parent Common Shares, divided by (B) the aggregate consideration that would have
been paid by all Holders of Preferred Stock if such Holders had elected to fully
participate in such distribution or transaction. 

- 20 - 




                           
5.7        If the Company shall take a record
of the holders of its Parent Common Shares for the purpose of entitling them to
receive a dividend or other distribution, and shall thereafter (and before the
dividend or distribution has been paid or delivered to stockholders) abandon its
plan to pay or deliver such dividend or distribution, then thereafter no
adjustment in any Exchange Price then in effect shall be required by reason of
the taking of such record. 

                             5.8       
Upon any increase or decrease in the Exchange Price, then, and in each such
case, the Company promptly shall deliver to each Holder a certificate signed by
an Officer, setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated and specifying
the increased or decreased Exchange Price then in effect following such
adjustment. 

                             5.9       
The delivery of certificates for Parent Common Shares upon the exchange of
shares of Preferred Stock and the delivery of any Ownership Notice, whether at
the request of a Holder or upon the exchange of shares of Preferred Stock, shall
each be made without charge to the Holder or recipient of shares of Preferred
Stock for such certificates or Ownership Notice or for any tax in respect of the
issuance or delivery of such certificates or the securities represented thereby
or such Ownership Notice or the securities identified therein, and such
certificates or Ownership Notice shall be delivered in the respective names of,
or in such names as may be directed by, the applicable Holder; provided,
however, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the delivery of any such
certificate in a name other than that of the Holder of the shares of the
relevant Preferred Stock and the Company shall not be required to deliver any
such certificate or Ownership Notice unless or until the Person or Persons
requesting the delivery thereof shall have paid to the Company the amount of
such tax or shall have established to the reasonable satisfaction of the Company
that such tax has been paid. 

                             5.10     
Exchange Caps 

                                          5.10.1   
No shares of Preferred Stock may be exchanged pursuant to Section 5.1 or Section
5.2 if and to the extent that, as a result of the delivery to the Holder of
Parent Common Shares upon such exchange such Holder would beneficially own in
excess of 19.99% of the number of Parent Common Shares outstanding immediately
after giving effect to such exchange (such limit, the "Beneficial Ownership
Exchange Cap"). For purposes of the foregoing sentence, the aggregate number
of Parent Common Shares beneficially owned by such Holder and its Affiliates
shall include the number of Parent Common Shares deliverable upon exchange of the Preferred Stock with respect to which the
determination of such sentence is being made, but shall exclude Parent Common
Shares which would be deliverable upon (i) exchange of the remaining,
unexchanged portion of the Preferred Stock beneficially owned by such Holder and
its Affiliates and (ii) exercise, conversion or exchange of the unexercised,
unconverted or unexchanged portion of any other securities exercisable,
convertible or exchangeable into Parent Common Shares beneficially owned by such
Holder and its Affiliates (including, without limitation, any exchangeable notes
or exchangeable preferred stock or warrants) subject to a limitation on
conversion, exercise or exchange analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this Section
5.10.1, beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act. Any purported delivery of Parent Common Shares upon
exchange of Preferred Stock shall be void and have no effect if such delivery
would result in the applicable Holder becoming the beneficial owner of more than
the Beneficial Ownership Exchange Cap. This Section 5.10.1 shall cease to be
operative and shall be of no further force and effect in the event the
shareholders of Parent approve a resolution in accordance with the applicable
stockholder approval rules of the Securities Exchange on which the Parent Common
Shares are then listed to remove the Beneficial Ownership Exchange Cap.

- 21 - 




                                        5.10.2  
 If the number of Parent Common Shares into which shares of Preferred Stock
have been exchanged in accordance with both the Certificate of Incorporation and
any Optional Parent Put Right (the "Issued Amount") exceed the Make Whole
Issuable Maximum, then the Change of Control Redemption Premium shall thereafter
be zero dollars ($0.00) .

                                        5.10.3  
 If any shares of Preferred Stock are redeemed pursuant to Section 7.2 at a
Change of Control Redemption Price in which the Change of Control Redemption
Premium is greater than zero dollars ($0.00), in the event that any shares of
Preferred Stock are subsequently exchanged into Parent Common Shares pursuant to
Section 5.1 or Section 5.2, the number of Parent Common Shares into which such
shares of Preferred Stock may be exchanged shall not exceed the amount equal to
(i) the Make Whole Issuable Maximum less (ii) the Issued Amount (such limit, the
"Post CoC Exchange Cap", together with the Beneficial Ownership Exchange
Cap, the "Exchange Cap"). For the avoidance of doubt, the Post CoC
Exchange Cap may not be removed with shareholder approval.

                            5.11     
Any shares of Parent Common Shares delivered pursuant to this Section 5 shall be
validly issued, fully paid and non-assessable (except as such non-assessability
may be affected by matters of any provincial, state or federal law), free and
clear of any liens, claims, rights or encumbrances other than those arising
under by law or the Certificate of Incorporation or created by the Holders
thereof. 

                   6.       
Redemption. 

                            6.1       
On or after the first Business Day that is five years after the Issue Date, the
Company shall have the right, subject to applicable law, to redeem all but not
less than all shares of Preferred Stock from any source of funds legally
available for such purpose. Any redemption by the Company pursuant to this
Section 6 shall be subject to compliance with the provisions of the Credit
Agreements and any other agreements governing the Company's and the Parent's
future or existing outstanding indebtedness. Any such redemption shall occur on
a date set by the Company on not less than thirty (30) days' notice to the
Holders (the "Optional Redemption Date"). Notwithstanding anything to the
contrary in this Section 6.1, a Holder may exercise an Optional Parent Put Right
after receipt of an Optional Redemption Notice, provided the Optional Parent Put
Exchange Date precedes the Optional Redemption Date by at least three (3)
Business Days. Upon the exchange of shares of Preferred Stock pursuant to such
Optional Parent Put Right, such Optional Redemption Notice shall be rendered
void in respect of such shares. 

- 22 - 




                            6.2       
Subject to applicable law, the Company shall effect any such redemption pursuant
to this Section 6 by paying cash for each share of Preferred Stock to be
redeemed in an amount equal to the Liquidation Preference (including, for the
avoidance of doubt, any Accrued Dividends added to the Liquidation Preference in
accordance with Section 2.6.1) plus the Accumulated Cash Dividends (if any)
(such amount, the "Optional Redemption Price").

                            6.3       
The Company shall give notice of its election to redeem the Preferred Stock
pursuant to this Section 6 to the Holders of Preferred Stock as such Holders'
names appear (as of the close of business on the Business Day next preceding the
day on which notice is given) on the books of the Transfer Agent at the address
of such Holders shown therein. Such notice (the "Optional Redemption
Notice") shall state: (i) the Optional Redemption Date, (ii) the number of
shares of Preferred Stock to be redeemed from such Holder, (iii) the Optional
Redemption Price, and (iv) the place where any shares of Preferred Stock in
certificated form are to be redeemed and shall be presented and surrendered for
payment of the Optional Redemption Price therefor. 

                            6.4       
If the Company gives the Optional Redemption Notice, the Company shall deposit
with or otherwise involve available to the Paying Agent funds sufficient to
redeem the shares of Preferred Stock, no later than the open of business on the
Optional Redemption Date, and the Company shall give the Paying Agent
instructions and authority to pay the Optional Redemption Price to the Holders
to be redeemed upon surrender or deemed surrender of the Certificates therefor
as set forth in the Optional Redemption Notice. If the Optional Redemption
Notice shall have been given, then from and after the Optional Redemption Date,
unless the Company defaults in providing funds sufficient for such redemption at
the time and place specified for payment pursuant to the Optional Redemption
Notice, all dividends on such shares of Preferred Stock to be redeemed shall
cease to accrue and all other rights with respect to the shares of Preferred
Stock to be redeemed, including the rights, if any, to receive notices, will
terminate, except only the rights of Holders thereof to receive the Optional
Redemption Price. The Company shall be entitled to receive from the Paying Agent
the interest income, if any, earned on any such funds deposited with the Paying
Agent (to the extent that such interest income is not required to pay the
Optional Redemption Price of the shares of Preferred Stock to be redeemed), and
the holders of any shares of Preferred Stock so redeemed shall have no claim to
any such interest income. Any funds deposited with the Paying Agent hereunder by
the Company for any reason, including redemption of shares of Preferred Stock,
that remain unclaimed or unpaid after two years after the Optional Redemption
Date or other payment date, shall be, to the extent permitted by applicable law,
repaid to the Company upon its written request, after which repayment the
Holders entitled to such redemption or other payment shall have recourse only to
the Company. 

- 23 - 




                   7.       
Change of Control. 

                            7.1       
In the event of a Change of Control, or other merger, amalgamation,
consolidation or similar transaction in which all or any material portion of the
consideration to be paid to the holders of the Parent Common Shares is equity in
the surviving or successor entity, the Company shall use its reasonable efforts
to structure the transaction so the Holders have the option to exchange their
outstanding shares of Preferred Stock upon such Change of Control, for
securities in the surviving or successor entity that have the same rights,
preferences and privileges as the Preferred Stock, as appropriately adjusted to
account for the Change of Control or other merger, amalgamation, consolidation
or similar transaction. 

                            7.2       
The Company shall give notice to the Holders of a Change of Control no later
than ten Business Days prior to the anticipated effective date (as determined in
good faith by the Company) of such Change of Control or, if not practicable, as
soon as reasonably practicable but in any event no later than five Business Days
after the Company becomes aware of such Change of Control. In the event of a
Change of Control, the Company or a third party with the prior written consent
of the Company (such party, as applicable, the "Redeeming Party") shall,
in compliance with applicable law and within fifteen (15) days following the
effective date of a Change of Control, make an offer to each Holder to redeem
all of such Holder's outstanding Preferred Stock. Any such redemption shall
occur on a date set by the Redeeming Party in its sole discretion, but no later
than thirty (30) days after consummation of the Change of Control (the
"Change of Control Redemption Date"). Notwithstanding anything to the
contrary herein, the Change of Control Redemption Date may be on the date of the
Change of Control, and any redemption pursuant to this Section 8 may be made
simultaneously with the Change of Control. Holders acknowledge and agree that
under the terms of the Credit Agreements (as such credit agreement may be
amended, restated, refinanced, replaced, converted, exchanged or otherwise
modified from time to time) and any other debt instruments of the Company or the
Parent that restrict, limit or condition the ability of the Company to redeem
stock, and for so long as such restrictive terms continue or have not been
waived by the applicable lenders thereunder, upon any redemption of the shares
of Preferred Stock pursuant to this Section 7, the loans and other loan
obligations that are accrued and payable under any such credit agreements or
debt instruments will, in each case, be repaid (and any commitments and any
outstanding letters of credit thereunder will be terminated) prior to such
redemption of the Preferred Stock. For the avoidance of doubt, the preceding
sentence shall not be deemed to be a waiver by any Holder of its right to
receive from the Company and/or its successor the cash associated with such
redemption. 

                            7.3       
Subject to applicable law, the Redeeming Party shall effect any such redemption
pursuant to this Section 7 by paying cash for each share of Preferred Stock to
be redeemed in an amount (such amount, the "Change of Control Redemption
Price") equal to the greater of (i) the sum of the Liquidation Preference as
at the Change of Control Redemption Date plus the Change of Control Redemption
Premium plus the Accumulated Cash Dividends as at the Change of Control
Redemption Date, and (ii) either (A) in the case of a Change of Control that
constitutes a Capital Reorganization in which the Parent Common Shares are not
converted or exchanged solely for cash, the cash amount equal to the product of
the Exchange Rate as at the Change of Control Redemption Date multiplied by the
Closing Sale Price of the Parent Common Shares on the Trading Day immediately
prior to the effective date of such Capital Reorganization or, (B) in any other
case, the cash amount that a holder of a number of Parent Common Shares equal to the Exchange Rate as at the Change of Control
Redemption Date would have received in such Change of Control. 

- 24 - 




                            7.4       
The Redeeming Party shall give notice of such redemption offer to the Holders as
such Holders' names appear (as of the close of business on the Business Day next
preceding the day on which notice is given) on the books of the Transfer Agent
at the address of such Holders shown therein. Such notice (the "Change of
Control Redemption Notice") shall state: (i) the Change of Control
Redemption Date, (ii) the Change of Control Redemption Price and (iii) the place
where any shares of Preferred Stock in certificated form are to be redeemed and
shall be presented and surrendered for payment of the Change of Control
Redemption Price therefor.

                            7.5       
If the Redeeming Party gives a Change of Control Redemption Notice, the
Redeeming Party shall deposit with the Paying Agent funds sufficient to redeem
the shares of Preferred Stock as to which such Change of Control Redemption
Notice shall have been given, no later than the open of business on the Change
of Control Redemption Date, and the Redeeming Party shall give the Paying Agent
irrevocable instructions and authority to pay the applicable Change of Control
Redemption Price to the Holders to be redeemed upon surrender or deemed
surrender of the Certificates therefor as set forth in the Change of Control
Redemption Notice. 

                  
8.        Events of Noncompliance.


                            8.1       
If an Event of Noncompliance has occurred and is continuing, the Dividend Rate
shall increase immediately by an increment of 1 percentage point. Thereafter,
until such time as no Event of Noncompliance exists, the Dividend Rate shall
increase automatically at the end of each succeeding 90-day period by an
additional increment of 1 percentage point(s) (but in no event shall the
Dividend Rate increase more than 5 percentage points hereby). Any increase of
the Dividend Rate resulting from the operation of this subparagraph shall
terminate as of the close of business on the date on which no Event of
Noncompliance exists, subject to subsequent increases pursuant to this
paragraph. Notwithstanding the foregoing, the Dividend Rate will only be subject
to an increase as contemplated by this Section 8.1 if the Parent or Company, as
applicable, fails to cure such Event of Noncompliance within thirty (30) days of
(i) in the case of an Event of Noncompliance arising from clause (c) of the
definition thereof, the first date on which the Parent or Company acquires
actual knowledge of the occurrence of such event or receives written notice from
Holders representing a majority of the Preferred Stock outstanding of such
occurrence, or (ii) in all other cases, the date of occurrence of the Event of
Noncompliance. 

                            8.2       
If any Event of Noncompliance exists, each Holder shall also have any other
rights which such Holder is entitled to under any contract or agreement at any
time and any other rights which such holder may have pursuant to applicable law.


                   9.       
No Fractional Shares. No fractional shares of Parent Common Shares or
securities representing fractional shares of Parent Common Shares shall be
delivered upon exchange, whether voluntary or mandatory, or in respect of
dividend payments made in Parent Common Shares on the Preferred Stock. Instead,
the Company may elect to either make a cash payment to each Holder that would
otherwise be entitled to a fractional share (based on the Closing Sale Price of such fractional share determined as of
the Trading Day immediately prior to the payment thereof) or, in lieu of such
cash payment, round up to the next whole share the number of shares of Parent
Common Shares to be delivered to any particular Holder upon exchange. 

- 25 - 




                   10.     
Uncertificated Shares; Certificated Shares. 

                           
10.1    Uncertificated Shares. 

                                          10.1.1   
Form. The shares of Preferred Stock may be in uncertificated, book entry
form as permitted by the bylaws of the Company and applicable law. Within a
reasonable time after the delivery or transfer of uncertificated shares, the
Company shall send to the registered owner thereof an Ownership Notice. 

                                          10.1.2   
Transfer. Transfers of Preferred Stock held in uncertificated, book-entry
form shall be made only upon the transfer books of the Company kept at an office
of the Transfer Agent upon receipt of proper transfer instructions from the
registered owner of such uncertificated shares, or from a duly authorized
attorney or from an individual presenting proper evidence of succession,
assignment or authority to transfer the stock. The Company may refuse any
requested transfer until furnished evidence satisfactory to it that such
transfer is proper. 

                                         
10.1.3    Legends.

                                                    
   (A)        Each Ownership
Notice issued with respect to a share of Preferred Stock shall bear a legend in
substantially the form included in Exhibit A hereto. 

                                    
                   (B)       
Each Ownership Notice delivered with respect to a Parent Common Share delivered
upon the exchange of Preferred Stock shall bear a legend substantially in the
form: 

"THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THESE
SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES EVIDENCE REASONABLY
ACCEPTABLE TO THAT SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION." 

                  
         10.2  
 Certificated Shares. 

                                         
10.2.1    Form and Dating. Unless requested in writing by
a Holder to the Company, Preferred Stock shall be in certificated form
("Certificated Preferred Stock"), and the Preferred Stock certificate and
the Transfer Agent's certificate of authentication shall be substantially in the form set forth in Exhibit A, which is
hereby incorporated in and expressly made a part of the Certificate of
Incorporation. The Preferred Stock certificate may have notations, legends or
endorsements required by applicable law, stock exchange rules, agreements to
which the Company is subject, if any, or usage; provided that any such notation,
legend or endorsement is in a form acceptable to the Company. Each Preferred
Stock certificate shall be dated the date of its authentication. 

- 26 - 




                                          10.2.2  
Execution and Authentication. Two Officers shall sign each Preferred
Stock certificate for the Company by manual or facsimile signature. 

If an Officer whose signature is on a Preferred Stock
certificate no longer holds that office at the time the Transfer Agent
authenticates the Preferred Stock certificate, the Preferred Stock certificate
shall be valid nevertheless. 

A Preferred Stock certificate shall not be valid until an
authorized signatory of the Transfer Agent manually or by facsimile signs the
certificate of authentication on the Preferred Stock certificate. The signature
shall be conclusive evidence that the Preferred Stock certificate has been
authenticated under the Certificate of Incorporation. 

The Transfer Agent shall authenticate and deliver certificates
for shares of Preferred Stock for original issue upon a written order of the
Company signed by two Officers or by an Officer and an Assistant Treasurer of
the Company. Such order shall specify the number of shares of Preferred Stock to
be authenticated and the date on which the original issue of the Preferred Stock
is to be authenticated. 

The Transfer Agent may appoint an authenticating agent
reasonably acceptable to the Company to authenticate the certificates for the
Preferred Stock. Unless limited by the terms of such appointment, an
authenticating agent may authenticate certificates for the Preferred Stock
whenever the Transfer Agent may do so. Each reference in the Certificate of
Incorporation to authentication by the Transfer Agent includes authentication by
such agent. An authenticating agent has the same rights as the Transfer Agent or
agent for service of notices and demands. 

                                          10.2.3  
Transfer and Exchange. When Certificated Preferred Stock is presented to
the Transfer Agent with a request to register the transfer of such Certificated
Preferred Stock or to exchange such Certificated Preferred Stock for an equal
number of shares of Certificated Preferred Stock, the Transfer Agent shall
register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the
Certificated Preferred Stock surrendered for transfer or exchange: 

                                                       
(A)        shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Transfer Agent, duly executed by the Holder thereof or
its attorney duly authorized in writing; and 

                                                       
(B)        is being transferred or exchanged
pursuant to subclause (I) or (II) below, and is accompanied by the following
additional information and documents, as applicable: 

                                                                     
(I)        if such Certificated Preferred
Stock is being delivered to the Transfer Agent by a Holder for registration in
the name of such Holder, without transfer, a certification from such Holder to that effect in
substantially the form of Exhibit C hereto; or 

- 27 - 




                                                                     
(II)       if such Certificated Preferred Stock is
being transferred to the Company or to a "qualified institutional buyer" in
accordance with Rule 144A under the Securities Act or pursuant to another
exemption from registration under the Securities Act, (i) a certification to
that effect (in substantially the form of Exhibit C hereto) and (ii) if the
Company so requests, an opinion of counsel or other evidence reasonably
satisfactory to it as to the compliance with the restrictions set forth in the
legend set forth in Section 10.2.4. 

                                                
10.2.4    Legends. 

                                                             (A)       
Each certificate evidencing Certificated Preferred Stock shall bear a legend in
substantially the following form included in Exhibit A hereto. 

                                                             (B)       
Each certification evidencing Common Stock delivered upon the exchange of
Preferred Stock shall bear a legend in substantially the following form: 

"THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST
OR PARTICIPATION HEREIN MAYBE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE COMPANY RECEIVES EVIDENCE REASONABLY ACCEPTABLE TO THAT SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION." 

                                                              
(C)        Upon any sale or transfer of a
Transfer Restricted Security held in certificated form pursuant to Rule 144
under the Securities Act or another exemption from registration under the
Securities Act or an effective registration statement under the Securities Act,
the Transfer Agent shall permit the Holder thereof to exchange such Transfer
Restricted Security for Certificated Preferred Stock or certificated Parent
Common Shares that does not bear a restrictive legend and rescind any
restriction on the transfer of such Transfer Restricted Security. 

                                               10.2.5   
Replacement Certificates. If any of the Preferred Stock certificates
shall be mutilated, lost, stolen or destroyed, the Company shall issue, in
exchange and in substitution for and upon cancellation of the mutilated
Preferred Stock certificate, or in lieu of and substitution for the Preferred
Stock certificate lost, stolen or destroyed, a new Preferred Stock certificate
of like tenor and representing an equivalent amount of shares of Preferred
Stock, but only upon receipt of evidence of such loss, theft or destruction of
such Preferred Stock certificate and indemnity, if requested, satisfactory to
the Company and the Transfer Agent. 

                                               10.2.6   
Cancellation. In the event the Company shall purchase or otherwise
acquire Certificated Preferred Stock, the same shall thereupon be delivered to
the Transfer Agent for cancellation. The Transfer Agent and no one else shall
cancel and destroy all Preferred Stock certificates surrendered for transfer,
exchange, replacement or cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Transfer Agent to deliver canceled Preferred Stock
certificates to the Company. The Company may not issue new Preferred Stock
certificates to replace Preferred Stock certificates to the extent they evidence
Preferred Stock which the Company has purchased or otherwise acquired. 

- 28 - 




                                      10.3    
 Certain Obligations with Respect to Transfers and Exchanges of
Preferred Stock. 

                      
     10.3.1   To permit registrations of
transfers and exchanges, the Company shall execute and the Transfer Agent shall
authenticate Certificated Preferred Stock as required pursuant to the provisions
of this Section 10. 

                         
  10.3.2   All shares of Preferred Stock, whether or not
Certificated Preferred Stock, issued upon any registration of transfer or
exchange of such shares of Preferred Stock shall be the valid obligations of the
Company, entitled to the same benefits under the Certificate of Incorporation as
the shares of Preferred Stock surrendered upon such registration of transfer or
exchange. 

                            10.3.4  
Prior to due presentment for registration of transfer of any shares of Preferred
Stock, the Transfer Agent and the Company may deem and treat the Person in whose
name such shares of Preferred Stock are registered as the absolute owner of such
Preferred Stock and neither the Transfer Agent nor the Company shall be affected
by notice to the contrary. 

                           
10.3.5   No service charge shall be made to a Holder for any
registration of transfer or exchange of any Preferred Stock or Parent Common
Shares delivered upon the exchange thereof on the transfer books of the Company
or the Transfer Agent or upon surrender of any Preferred Stock certificate or
Parent Common Shares certificate at the office of the Transfer Agent maintained
for that purpose. However, the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Preferred Stock or Parent
Common Shares if the Person receiving shares in connection with such transfer or
exchange is not the holder thereof. 

                           
10.4      No Obligation of the Transfer Agent.
The Transfer Agent shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under the
Certificate of Incorporation or under applicable law with respect to any
transfer of any interest in any Preferred Stock other than to require delivery
of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of the
Certificate of Incorporation, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. 

                   11.    
 Miscellaneous. 

                           
11.1      With respect to any notice to a Holder
required to be provided hereunder, neither failure to mail such notice, nor any
defect therein or in the mailing thereof, to any particular Holder shall affect
the sufficiency of the notice or the validity of the proceedings referred to in
such notice with respect to the other Holders or affect the legality or validity
of any vote upon any such action (assuming due and proper notice to
such other Holders). Any notice which was mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Holder
receives the notice. 

- 29 - 




                            11.2     
Shares of Preferred Stock that have been issued and reacquired by the Company in
any manner, including shares of Preferred Stock purchased or redeemed or
exchanged or converted, shall (upon compliance with any applicable provisions of
the laws of Delaware) upon such reacquisition be automatically cancelled by the
Company and shall not be reissued. 

                            11.3    
 The shares of Preferred Stock shall be issuable only in whole shares. 

                            11.4     
All notice periods referred to herein shall commence: (i) when made, if made by
hand delivery, and upon confirmation of receipt, if made by facsimile; (ii) one
Business Day after being deposited with a nationally recognized next-day
courier, postage prepaid; or (iii) three Business Days after being by
first-class mail, postage prepaid. Notice to any Holder shall be given to the
registered address set forth in the Company's records for such Holder. 

                            11.5     
Any payments required to be made hereunder on any day that is not a Business Day
shall be made on the next succeeding Business Day without interest or additional
payment for such delay. All payments required hereunder shall be made by wire
transfer of immediately available funds in United States Dollars to the Holders
in accordance with the payment instructions as such Holders may deliver by
written notice to the Company from time to time. 

                            11.6     
Notwithstanding anything to the contrary herein, whenever the Board of Directors
is permitted or required to determine fair market value, such determination
shall be made in good faith. 

                           
11.7      Except as set forth in Section 3.2.2, the
Holders shall have no preemptive or preferential rights to purchase or subscribe
to any stock, obligations, warrants or other securities of the Company of any
class.

                      FIFTH:
Subject to any additional vote required by the certificate of incorporation
or bylaws of the Company, in furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
repeal, alter, amend and rescind any or all of the bylaws of the Company. 

                    
SIXTH: Subject to the certificate of incorporation of the Company, the
number of directors of the Company shall be determined in the manner set forth
in the bylaws of the Company. 

                    
SEVENTH: Elections of directors need not be by written ballot unless the
bylaws of the Company shall so provide.

                    
EIGHTH: Meetings of stockholders may be held within or without the State
of Delaware, as the bylaws of the Company may provide. The books of the Company
may be kept outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the bylaws of the
Company. 

- 30 - 




                     NINTH:
To the fullest extent permitted by law, a director of the Company shall not
be personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. If the General Corporation Law or any
other law of the State of Delaware is amended after approval by the stockholders
of this Article Ninth to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Company shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law as so amended. 

            Any
repeal or modification of the foregoing provisions of this Article Ninth by the
stockholders of the Company shall not adversely affect any right or protection
of a director of the Company existing at the time of, or increase the liability
of any director of the Company with respect to any acts or omissions of such
director occurring prior to, such repeal or modification. 

                    
TENTH: The following indemnification provisions shall apply to the
persons enumerated below. 

                
    1.        Right to
Indemnification of Directors and Officers. The Company shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an "Indemnified Person")
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that such person,
or a person for whom such person is the legal representative, is or was a
director or officer of the Company or, while a director or officer of the
Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
limited liability company, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
Indemnified Person in such Proceeding. Notwithstanding the preceding sentence,
except as otherwise provided in Section 3 of this Article Tenth, the Company
shall be required to indemnify an Indemnified Person in connection with a
Proceeding (or part thereof) commenced by such Indemnified Person only if the
commencement of such Proceeding (or part thereof) by the Indemnified Person was
authorized in advance by the Board of Directors. 

                     2.       
Prepayment of Expenses of Directors and Officers. The Company shall pay
the expenses (including attorneys' fees) incurred by an Indemnified Person in
defending any Proceeding in advance of its final disposition, provided,
however, that, to the extent required by law, such payment of expenses in
advance of the final disposition of the Proceeding shall be made only upon
receipt of an undertaking by the Indemnified Person to repay all amounts
advanced if it should be ultimately determined that the Indemnified Person is
not entitled to be indemnified under this Article Tenth or otherwise. 

                     3.       
Claims by Directors and Officers. If a claim for indemnification or
advancement of expenses under this Article Tenth is not paid in full within
thirty (30) days after a written claim therefor by the Indemnified Person has
been received by the Company, the Indemnified Person may file suit to recover
the unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the Company shall have the burden of proving that the Indemnified
Person is not entitled to the requested indemnification or advancement of
expenses under applicable law. 

- 31 - 




              
 4.        Indemnification of
Employees and Agents. The Company may indemnify and advance expenses to any
person who was or is made or is threatened to be made or is otherwise involved
in any Proceeding by reason of the fact that such person, or a person for whom
such person is the legal representative, is or was an employee or agent of the
Company or, while an employee or agent of the Company, is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, limited liability company,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such person in connection
with such Proceeding. The ultimate determination of entitlement to
indemnification of persons who are non-director or officer employees or agents
shall be made in such manner as is determined by the Board of Directors in its
sole discretion. Notwithstanding the foregoing sentence, the Company shall not
be required to indemnify a person in connection with a Proceeding initiated by
such person if the Proceeding was not authorized in advance by the Board of
Directors. 

                 5.       
Advancement of Expenses of Employees and Agents. The Company may pay the
expenses (including attorneys' fees) incurred by an employee or agent in
defending any Proceeding in advance of its final disposition on such terms and
conditions as may be determined by the Board of Directors. 

                 6.       
Non-Exclusivity of Rights. The rights conferred on any person by this
Article Tenth shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the Company's
certificate of incorporation, the Company's bylaws, agreement, vote of
stockholders or disinterested directors or otherwise. 

                 7.       
Other Indemnification. The Company's obligation, if any, to indemnify any
person who was or is serving at its request as a director, officer or employee
of another Company, partnership, limited liability company, joint venture,
trust, organization or other enterprise shall be reduced by any amount such
person may collect as indemnification from such other Company, partnership,
limited liability company, joint venture, trust, organization or other
enterprise. 

                 8.       
Insurance. The Board of Directors may, to the full extent permitted by
applicable law as it presently exists, or may hereafter be amended from time to
time, authorize an appropriate officer or officers to purchase and maintain at
the Company's expense insurance: (a) to indemnify the Company for any obligation
which it incurs as a result of the indemnification of directors, officers and
employees under the provisions of this Article Tenth; and (b) to indemnify or
insure directors, officers and employees against liability in instances in which
they may not otherwise be indemnified by the Company under the provisions of
this Article Tenth. 

                 9.       
Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article Tenth shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification. The rights provided hereunder
shall inure to the benefit of any Indemnified Person and such person's heirs,
executors and administrators. 

- 32 - 




* * * 

                      
     3.        That
the foregoing amendment and restatement was approved by the sole stockholder of
the corporation entitled to vote on such action, representing all of the
outstanding shares of the corporation voting in favor of the amendment, in
accordance with Section 228 of the General Corporation Law.

                       
    4.        That this
Amended and Restated Certificate of Incorporation, which restates and integrates
and further amends the provisions of the Company's certificate of incorporation,
has been duly adopted in accordance with Sections 242 and 245 of the General
Corporation Law.

[Signature page follows]

- 33 - 




            IN
WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has
been executed by a duly authorized officer of the Company on this 7th day of
October, 2016. 

By: /s/ Robert
McKeracher                                                         

Name: Robert
McKeracher                                                          
Title:
Vice
President                                                                     



Signature Page – Amended and Restated Certificate of
Incorporation (SunOpta Foods)




EXHIBIT A 

FORM OF PREFERRED STOCK FACE OF SECURITY 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAYBE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES
EVIDENCE REASONABLY ACCEPTABLE TO THAT SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. 

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF SUNOPTA FOODS INC. (THE
"COMPANY") (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE
"CHARTER"), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF
STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT
TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN
ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE
HEREBY INCORPORATED INTO THIS CERTIFICATE BY REFERENCE. 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.




Series A Preferred Stock 
of 
SUNOPTA FOODS INC.


            SUNOPTA
FOODS INC., a Delaware corporation (the "Company"), hereby certifies that
• (the "Holder") is the registered owner of
• fully paid and non-assessable shares of preferred
stock, par value $0.001 per share, of the Company designated as the Series A
Preferred Stock (the "Preferred Stock"). The shares of Preferred Stock
are transferable on the books and records of the Transfer Agent, in person or by
a duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Stock represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Certificate of Incorporation of the Company, as the same
may be amended from time to time (the "Certificate of Incorporation").
Capitalized terms used herein but not defined shall have the meaning given them
in the Certificate of Incorporation. The Company will provide a copy of the
Certificate of Incorporation to a Holder without charge upon written request to
the Company at its principal place of business. 

            Reference
is hereby made to select provisions of the Preferred Stock set forth on the
reverse hereof, and to the Certificate of Incorporation, which select provisions
and the Certificate of Incorporation shall for all purposes have the same effect
as if set forth at this place. 

            Upon
receipt of this certificate, the Holder is bound by the Certificate of
Incorporation and is entitled to the benefits thereunder. 

            Unless
the Transfer Agent's Certificate of Authentication hereon has been properly
executed, these shares of Preferred Stock shall not be entitled to any benefit
under the Certificate of Incorporation or be valid or obligatory for any
purpose. 

            IN
WITNESS WHEREOF, the Company has executed this certificate this • day of •, 2016. 

SUNOPTA FOODS INC. 

 

	 	By:	   
	 	 	Name: •
      
	 	 	Title:   • 
	 	 	 
	 	By:	   
	 	 	Name: •
      
	 	 	Title:   • 






TRANSFER AGENT'S CERTIFICATE OF AUTHENTICATION 

                   These
are shares of the Preferred Stock referred to in the within-mentioned
Certificate of Incorporation. 

Dated: • 

•,
as Transfer agent, 

 

	 	By	  
	 	 	Authorized Signatory
  


REVERSE OF SECURITY 

                   Dividends
on each share of Preferred Stock shall be payable, when, as and if declared by
the Company's Board of Directors out of legally available funds as provided in
the Certificate of Incorporation. 

                   The
shares of Preferred Stock shall be exchangeable into the common shares of
SunOpta Inc., a company incorporated under the Business Corporations Act
(Canada), upon the satisfaction of the conditions and in the manner and
according to the terms set forth in the Certificate of Incorporation. 

                   The
shares of Preferred Stock may be redeemed by the Company upon the satisfaction
of the conditions and in the manner and according to the terms set forth in the
Certificate of Incorporation. 

                   The
Company will furnish without charge to each holder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock and the qualifications, limitations or
restrictions of such preferences and/or rights. 

ASSIGNMENT 

                   FOR
VALUE RECEIVED, the undersigned assigns and transfers the shares of Preferred
Stock evidenced hereby to: • 

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

(Insert assignee's social security or tax identification
number) 

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

(Insert address and zip code of assignee) 

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________




and irrevocably appoints: 

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

agent to transfer the shares of Preferred Stock evidenced
hereby on the books of the Transfer Agent. The agent may substitute another to
act for him or her. 

Date:• 

Signature:• 

     (Sign exactly as your name
appears on the other side of this Preferred Stock Certificate) 

Signature must be guaranteed by an "eligible guarantor
institution" that is a bank, stockbroker, savings and loan association or credit
union meeting the requirements of the Transfer Agent, which requirements include
membership or participation in the Securities Transfer Agents Medallion Program
("STAMP") or such other "signature guarantee program" as may be
determined by the Transfer Agent in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended. 

Signature Guarantee:




EXHIBIT B 

OWNERSHIP NOTICE 

THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR
PARTICIPATION HEREIN MAYBE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE COMPANY RECEIVES EVIDENCE, REASONABLY ACCEPTABLE TO THAT SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF SUNOPTA FOODS INC. (THE
"COMPANY") (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE
"CHARTER"), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF
STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT
TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN
ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE
HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS. 

This letter confirms and acknowledges that you are the
registered owner of the number and the class or series of shares of capital
stock of the Company listed on Schedule A to this letter. 

In addition, please be advised that the Company will furnish
without charge to each stockholder of the Company who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock, or series thereof, of the Company and the
qualifications, limitations or restrictions of such preferences and/or rights,
which are fixed by the Charter. Any such request should be directed to the
Secretary of the Company. 

The shares of capital stock of the Company have been not been
registered under the Securities Act and, accordingly, may not be offered, sold,
pledged or otherwise transferred within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an effective registration
statement under the Act or an exemption from the registration requirements of
the Act. 




Dated:•

 •,
as Transfer agent 

 

	 	by	  
	 	 	Authorized Signatory
  






EXHIBIT C 

CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR
REGISTRATION OF TRANSFER OF PREFERRED STOCK 


	Re: 	Series A Preferred Stock (the
      "Preferred Stock") of SunOpta Foods Inc. (the 
	  	"Company") This
      Certificate relates to shares of Preferred Stock held by 
	  	(the "Transferor") in*:
  



	[  ]	book entry form; or 
	 	  
	[  ]	definitive form. 
	 	  
	[  ]	The Transferor has requested the
      Transfer Agent by written order to exchange or register the transfer of
      Preferred Stock. 
	 	  
	[  ]	In connection with such request
      and in respect of such Preferred Stock, the Transferor does hereby certify
      that the Transferor is familiar with the Certificate of Incorporation
      relating to the above-captioned Preferred Stock and that the transfer of
      this Preferred Stock does not require registration under the Securities
      Act of 1933 (the "Securities Act") because *: 
	 	  
	[  ]	such Preferred Stock is being
      acquired for the Transferor's own account without transfer; 
	 	  
	[  ]	such Preferred Stock is being
      transferred to the Company; 
	 	  
	[  ]	such Preferred Stock is being
      transferred to a qualified institutional buyer (as defined in Rule 144A
      under the Securities Act), in reliance on Rule 144A; or 
	 	  
	[  ]	such Preferred Stock is being
      transferred in reliance on and in compliance with another exemption from
      the registration requirements of the Securities Act (and based on an
      Opinion of Counsel if the Company so requests). 



	 	[INSERT NAME OF TRANSFEROR] 
	 	 
	 	 
	 	By:
      _______________________________________________


Date: • 

______________________
*            
 Please check applicable box.