SunOpta Inc. - Exhibit 10.1 - Filed by newsfilecorp.com





Exhibit 10.1

Execution Version 

 

 

SECURITIES SUBSCRIPTION AGREEMENT 

 

OAKTREE ORGANICS, L.P. 

 

and 

 

OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. 

 

and 

 

SUNOPTA INC. 

 

and 

 

SUNOPTA FOODS INC. 

 

 

 

______________________

October 7, 2016 
______________________




TABLE OF CONTENTS 

		ARTICLE 1
      
INTERPRETATION  	
	  	  	  
	1.1 	Defined Terms 	2 
	1.2 	Rules of
      Construction 	7 
	1.3 	Entire Agreement 	7 
	1.4 	Time of
      Essence 	8 
	1.5 	Governing Law and Submission to Jurisdiction 	8 
	1.6 	Severability
      	8 
	1.7 	Accounting Principles 	8 
	1.8 	Knowledge
    	8 
	1.9 	Schedules 	9 
	  	  	  
		ARTICLE 2
      
PURCHASE OF SECURITIES  	
	  	  	  
	2.1 	Purchase of Purchased Preferred Shares 	9 
	2.2 	Payment of
      Aggregate Proceeds 	9 
	2.3 	Use of Proceeds 	9 
	  	  	  
		ARTICLE 3
      
REPRESENTATIONS AND WARRANTIES  	
	  	  	  
	3.1 	Representations and Warranties of the Parent and the
      Issuer 	9 
	3.2 	Representations and Warranties of the Investors 	21 
	3.3 	Survival of Representations and Warranties 	24

	  	  	  
		ARTICLE 4
      
INDEMNIFICATION  	
	  	  	  
	4.1 	Indemnity of the Parent and the Issuer 	24

	4.2 	Indemnity by
      the Investors 	24 
	4.3 	Limitations 	25

	4.4 	Exclusivity
      	25 
	  	  	  
		ARTICLE 5
      
CLOSING  	
	  	  	  
	5.1
      	Closing
      	25
      
	5.2
      	Closing
      Deliveries of the Parent and the Issuer 	25
      
	5.3
      	Closing
      Deliveries of the Investors 	26
      
	  	  	  
		ARTICLE
      6 
MISCELLANEOUS  	
	  	  	  
	6.1
      	Public
      Disclosure and Filings 	27
      
	6.2
      	Notices
      	27
      


- i - 





	6.3
      	Amendments
      and Waivers 	29
      
	6.4
      	Assignment
      	29
      
	6.5
      	Successors
      and Assigns 	29
      
	6.6
      	Further
      Assurances 	29
      
	6.7
      	Counterparts
      	29
      
	6.8
      	Expenses
      	30
      


- ii - 




SECURITIES SUBSCRIPTION AGREEMENT 

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

B E T W E E N: 


  
    
      
        
          OAKTREE ORGANICS, L.P., 

            a limited partnership
            existing under the laws of the State of Delaware, 

        

      

    

  



- and - 


  
    
      
        
          OAKTREE HUNTINGTON INVESTMENT FUND II, L.P., 

            a
            limited partnership existing under the laws of the State of Delaware, 

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

        

      

    

  



- and - 


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

          (hereinafter referred to as the "Parent"), 

        

      

    

  



- and - 


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

          (hereinafter referred to as the "Issuer"). 

        

      

    

  



                          WHEREAS
the Issuer has agreed to issue to the Investors, and the Investors have agreed
to purchase from the Issuer, an aggregate of 85,000 Preferred Shares (the
"Purchased Preferred Shares") in accordance with the provisions
hereof;

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





ARTICLE 1


INTERPRETATION 


1.1                    Defined
Terms 

                          For
the purposes of this Agreement (including the recitals and the Schedules
hereto), unless the context otherwise requires, the following terms shall have
the respective meanings set out below and grammatical variations of such terms
shall have corresponding meanings: 

"ABL Lenders" means the lenders
from time to time party to the ABL Loan Agreement; 

"ABL Loan Agreement" means the
asset-based revolving credit facility dated as of February 11, 2016 between the
Parent, the Issuer and The Organic Corporation B.V., as borrower, and certain
other subsidiaries of the Parent, as borrowers and guarantors, Bank of America,
N.A., Bank of America, N.A. (acting through its Canada branch), Bank of America,
N.A. (acting through its London branch), Rabobank Nederland, Canadian branch,
Bank of Montreal, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Wells Fargo Bank, National Association and Wells Fargo
Capital Finance Corporation Canada, and the ABL Lenders, as lenders; 

"Act" means the Canada
Business Corporations Act; 

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

"Aggregate Proceeds" has the
meaning given to such term in Section 2.1; 

"Audited Financial Statements"
means the audited consolidated financial statements of the Parent as at and for
the years ended January 2, 2016 and January 3, 2015, including the notes
thereto, together with the auditor's report thereon, as contained in the
Parent's Annual Report on Form 10-K for the fiscal year ended January 2, 2016;


"Board Observer" means the
Investors' initial Board Observer (as defined in the Investor Rights Agreement);


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

"Canadian Securities Laws" means
the applicable securities legislation of each of the Reporting Jurisdictions and
all published regulations, policy statements, orders, rules, instruments,
rulings and interpretation notes issued thereunder or in relation thereto, as
the same may hereafter be amended from time to time or replaced; 

- 2 - 




"Canadian Securities
Commissions" means the securities commissions or similar securities
regulatory authorities in each of the Reporting Jurisdictions;

 "Closing" means the
closing of the purchase and sale and/or issuance of the Purchased Preferred
Shares and the completion of the other transactions contemplated by the
Transaction Agreements to be completed at such time; 

"Closing Date" means the date
hereof; 

"Closing Time" means 8:00 a.m.
(Toronto time) on the Closing Date; 

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

"Contract" means any agreement,
indenture, contract, lease, deed of trust, licence, option, instrument,
arrangement, understanding or other commitment; 

"Encumbrance" means any
encumbrance, lien, charge, hypothec, pledge, mortgage, title retention
agreement, security interest of any nature, adverse interest, adverse claim,
exception, reservation, easement, right of occupation, any matter capable of
registration against title, option, right of pre-emption, privilege, other third
party interest or any Contract to create any of the foregoing; 

"Exchange Agreement" means the
exchange and support agreement to be entered into between the Investors, the
Parent and the Issuer on the Closing Date; 

"Exchange Common Shares" means
the Common Shares issuable or deliverable to the Investors upon exchange of the
Purchased Preferred Shares pursuant to the terms thereof or the Exchange
Agreement, as applicable; 

"FDA" means the United States
Food and Drug Administration; 

"Financial Statements" means,
collectively, the Audited Financial Statements and the Interim Financial
Statements; 

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

"Intellectual Property" means
any of the following in any jurisdiction in the world: (a) registered
copyrights, copyright applications, and rights in original works of authorship;
(b) patents and patent applications; (c) trademarks, service marks, trade names,
trade dress, logos, slogans, registrations and pending applications to register
any of the foregoing, (d) Internet domain name registrations; (e) confidential
and proprietary information, including trade secrets and know-how, inventions
(whether or not patentable and whether or not reduced to practice), processes,
procedures, methods, specifications, and designs, (f) rights in software,
data and databases; and (g) all other intellectual property and proprietary
rights; 

- 3 - 




"Interim Financial Statements"
means the interim unaudited consolidated financial statements of the Parent,
together with the notes thereto, as contained in the Parent's Quarterly Report
on Form 10-Q for the quarterly period ended July 2, 2016; 

"Investor Nominees" means Dean
Hollis and Albert D. Bolles; 

"Investor Rights Agreement"
means the investor rights agreement to be entered into between the Investors,
the Parent and the Issuer on the Closing Date; 

"Laws" means any and all
federal, state, provincial, regional, local, municipal or other laws, statutes,
constitutions, principles of common law, resolutions, ordinances, proclamations,
directives, codes, edicts, Orders, rules, regulations, rulings or requirements
issued, enacted, adopted, promulgated, implemented or otherwise put into effect
by or under the authority of any Governmental Entity and includes Securities
Laws; 

"Lenders' Waivers" means the
waivers or amendments, as applicable, of (a) the Second Lien Lenders pursuant to
the Second Lien Loan Agreement and (b) the ABL Lenders pursuant to the ABL Loan
Agreement, in each case with respect to the creation, issuance and delivery of
the Purchased Preferred Shares to the Investors; 

"Losses" means, in respect of
any matter, all reasonable claims, complaints, demands, proceedings, actions,
causes of action, orders, judgments, awards, penalties, fines, losses, damages,
liabilities, costs and expenses (including, without limitation, any and all
reasonable legal fees) arising directly or indirectly as a consequence of such
matter; provided, however, "Losses" excludes any and all punitive damages,
damages for lost profits and exemplary damages; 

"Material Adverse Effect" means
any change, effect, event, occurrence or circumstance that individually or in
the aggregate, is or would reasonably be expected to be, material and adverse to
the business, condition (financial or otherwise), operations, results of
operations, capital, property, assets or liabilities of the Parent and its
subsidiaries on a consolidated basis or the ability of the Parent and its
subsidiaries to perform their obligations under the Transaction Agreements in a
timely fashion; provided, however, that no change, effect, event, occurrence or
circumstance arising from or relating to any of the following shall constitute a
Material Adverse Effect: (a) the announcement of the execution of this Agreement
or the transactions contemplated herein or in the other Transaction Agreements
or the performance of the covenants and obligations herein or therein; (b) any
action taken by the Parent or the Issuer at the request of the Investors or as
required under this Agreement or the failure to take any action prohibited by
this Agreement; (c) any change, effect, event or circumstance generally
affecting the food industry as a whole; (d) general political, economic,
financial, currency exchange or securities market conditions; (e) any natural
disaster or act of terrorism or outbreak or escalation of hostilities or armed
conflict, or any governmental response to the foregoing; or (f) any adoption, change or
prospective change in Laws, or the interpretation or administration thereof, by
any Governmental Entity or any changes in Canadian or U.S. generally accepted
accounting principles; except in the case of clause (c), (d) or (f) where such
change, effect, event or circumstance has a materially disproportionate effect
on the Parent and its subsidiaries on a consolidated basis relative to other
comparable companies operating in the same industry; 

- 4 - 




"Material Subsidiaries" means
the subsidiaries of the Parent set out in Schedule B; 

"Money Laundering Laws" has the
meaning given to such term in Section 3.1(ii); 

"NASDAQ" means NASDAQ Global
Select Market or any successor thereto; 

"NI 45-106" means National
Instrument 45-106 – Prospectus Exemptions; 

"NI 52-109" means National
Instrument 52-109 – Certification of Disclosure in Issuers' Annual and
Interim Filings; 

"Observer Agreement" means the
observer governance and confidentiality agreement to be entered into between the
Parent and the Board Observer; 

"Order" means any judgment,
decision, decree, injunction, ruling, writ, assessment or order of any
Governmental Entity that is binding on any Person or its property under
applicable Law; 

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

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

"Proportionate Share" means each
Investor's proportionate share of the Purchased Preferred Shares and Aggregate
Proceeds, as set out in Schedule A; 

"Public Disclosure Documents"
means, collectively, all of the documents which have been filed by or on behalf
of the Parent on www.sedar.com or on the SEC's Electronic Data Gathering,
Analysis and Retrieval system since January 1, 2015 with the relevant Securities
Regulators pursuant to the requirements of Securities Laws and any documents
incorporated by reference therein; 

"Purchased Preferred Shares" has
the meaning given to such term in the recitals hereto; 

"Reporting Jurisdictions" means
each of the provinces of British Columbia, Alberta, Manitoba, Ontario and
Saskatchewan and the United States; 

"SEC" means the United States
Securities and Exchange Commission; 

- 5 - 




"Second Lien Lenders" means the
lenders from time to time party to the Second Lien Loan Agreement; 

"Second Lien Loan Agreement"
means the second lien loan agreement dated as of October 9, 2015 between, among
others, the Parent, the Issuer, as borrower, certain subsidiaries of the Parent,
as guarantors, Bank of Montreal, as administrative agent and collateral agent,
BMO Capital Markets Corp. and Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland", New York Branch, as joint lead arrangers and joint
bookrunners, and the Second Lien Lenders, as lenders; 

"Securities Laws" means the
Canadian Securities Laws, the U.S. Securities Act and the U.S. Exchange Act;


"Securities Regulators" means
any Canadian Securities Commission or the SEC, as applicable; 

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

"Special Voting Shares" means
the Special Shares, Series 1 in the capital of the Parent which entitle the
holder of record to one vote per share at meetings of the holders of Common
Shares; 

"subsidiary" has the meaning
given to such term in the Act;

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

"Trustee" means the trustee
named in the Voting Trust Agreement; 

"TSX" means the Toronto Stock
Exchange or any successor thereto; 

"United States" means the United
States of America, its territories and possessions, any State of the United
States, and the District of Columbia;

 "U.S. Exchange Act" means
the United States Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder, as the same may
hereafter be amended from time to time or replaced; 

"U.S. Securities Act" means the
United States Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder, as the same may hereafter be
amended from time to time or replaced; and 

"Voting Trust Agreement" means
the voting trust agreement to be entered into between the Investors, the
Trustee, the Parent and the Issuer on the Closing Date. 

- 6 - 




1.2                   
Rules of Construction 

                          In
this Agreement: 

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

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

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

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

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

	 	 	 
	 	(f) 	
      the terms "party" and "the parties" refer to a party or
      the parties to this Agreement;

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

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

	 	 	 
	 	(i) 	
      all dollar amounts refer to United States
  currency;

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

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



1.3                    Entire
Agreement 

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

- 7 - 




1.4                   
Time of Essence 

                          Time
shall be of the essence of this Agreement. 

1.5                    Governing
Law and Submission to Jurisdiction 

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

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

1.6                   
Severability 

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

1.7                    Accounting
Principles 

                          Any
reference in this Agreement to generally accepted accounting principles refers
to accounting principles which have been established as generally accepted in
the United States for financial reporting, applied on a consistent basis, and
which are applicable in the circumstances as of the date in question. Accounting
principles are applied on a "consistent basis" when the accounting principles
applied in a current period are comparable in all material respects to those
accounting principles applied in a preceding period. 

1.8                   
Knowledge 

                          For
the purposes of this Agreement, with respect to any matter, the knowledge of the
Parent or the Issuer shall mean the actual knowledge of Hendrik Jacobs,
President and Chief Executive Officer of the Parent, Robert McKeracher, Vice
President and Chief Financial Officer of the Parent, Jill Barnett, General
Counsel of the Parent and Craig Hanna, Vice President, Corporate Development of the Parent after making reasonable
inquiry concerning the matters in question. 

- 8 - 




1.9                    Schedules


                          The
following Schedules are attached to and form an integral part of this Agreement:


Schedule A - Investors' Proportionate
Share 
Schedule B - Material Subsidiaries


ARTICLE 2 

  PURCHASE OF
SECURITIES 


2.1                   
Purchase of Purchased Preferred Shares 

                          On
the terms and subject to the conditions of this Agreement, each Investor hereby
subscribes for and purchases from the Issuer, and the Issuer hereby issues and
sells to each Investor, each Investor's Proportionate Share of the Purchased
Preferred Shares, for consideration of an aggregate amount of $85,000,000 (the
"Aggregate Proceeds"). 

2.2                   
Payment of Aggregate Proceeds 

                          At
the Closing Time each Investor shall pay, or cause to be paid, to or as directed
by the Parent and the Issuer in full satisfaction of the subscription price for
the Purchased Preferred Shares, its Proportionate Share of the Aggregate
Proceeds by wire transfer in immediately available funds. 

2.3                    Use
of Proceeds 

                          The
Parent and the Issuer shall use the Aggregate Proceeds to prepay a portion of
the principal outstanding under the Second Lien Loan Agreement and pay expenses
associated with the transactions contemplated hereunder and under the other
Transaction Agreements. 

ARTICLE 3 

  REPRESENTATIONS AND
WARRANTIES 


3.1                   
Representations and Warranties of the Parent and the Issuer 

                          The
Parent and the Issuer jointly and severally represent and warrant to each of the
Investors as follows as of the date hereof and acknowledge that each of the
Investors are relying on such representations and warranties in entering into
this Agreement and completing its respective subscription for the Purchased
Preferred Shares: 

           
(a)        Organization. Each of the
Parent, the Issuer and each other Material Subsidiary of the Parent has been
duly incorporated or otherwise organized and is validly existing in good
standing under the Laws of the jurisdiction of its incorporation or formation,
with power and authority (corporate and other) to own its properties and conduct
its business as described in the Public Disclosure Documents and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such
qualification, except where the failure to obtain such qualification or good
standing would not reasonably be expected to have a Material Adverse Effect.

- 9 - 




            (b)       
  Authorization. Each of the Parent and the Issuer has the requisite
corporate power and authority to enter into each of the Transaction Agreements
to which it is a party, and to perform its obligations thereunder. Each of the
Transaction Agreements to which the Parent or the Issuer is a party (i) has been
duly authorized, (ii) has been duly executed and delivered by the Parent or the
Issuer, as applicable, and (iii) is a valid and binding agreement of the Parent
or the Issuer, as applicable, enforceable against such party in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar Laws affecting creditors' rights
generally and subject to the qualification that equitable remedies may be
granted in the discretion of a court of competent jurisdiction. 

            (c)       
Authorized and Issued Capital. The authorized capital of the Parent
consists of (i) an unlimited number of Common Shares and (ii) an unlimited
number of special shares, of which the Special Voting Shares have been
designated as the first series. As of the close of business on the day prior to
the Closing Date, the Parent had 85,653,788 Common Shares and no special shares
issued and outstanding. The authorized capital of the Issuer consists of (i)
2,000 shares of common stock, no par value and (ii) 85,000 shares of preferred
stock, par value $0.001 per share. As of the close of business on the day prior
to the Closing Date, the Issuer had no shares of preferred stock outstanding.
All Common Shares outstanding and all Common Shares reserved for issuance, when
issued in accordance with the respective terms thereof, are or will be duly
authorized, validly issued, fully paid and non-assessable. 

            (d)       
Subsidiaries. All the outstanding shares of capital stock or other equity
interests of the Issuer and of each other Material Subsidiary of the Parent have
been duly and validly authorized and issued and are fully paid and
non-assessable. All of the outstanding shares of capital stock or other equity
interests of the Issuer and each other Material Subsidiary of the Parent are
owned directly or indirectly by the Parent, in each case, free and clear of
Encumbrances, except (A) as set out in the Public Disclosure Documents or (B)
for pledges of such equity interests under the ABL Loan Agreement and the Second
Lien Loan Agreement. 

            (e)       
No Options. There are no securities convertible into, or exchangeable or
exercisable for, or other rights to acquire from the Parent or the Issuer, as
applicable, Common Shares or other equity interests in the Parent or the Issuer,
other than (i) as disclosed or referred to in the Financial Statements, (ii)
securities issued in the normal course after July 2, 2016 in connection with the
issuance of employee stock options, restricted share units or performance share
units by the Parent, (iii) rights pursuant to the Parent's employee stock
purchase plan and (iv) as contemplated by the Transaction Agreements. 

            (f)       
Issuance of Purchased Preferred Shares. The Issuer has full corporate
power and authority to issue the Purchased Preferred Shares. The issuance of the
Purchased Preferred Shares has been duly authorized and, upon payment of the
Aggregate Proceeds, the Purchased Preferred Shares will be validly issued as
fully paid and non-assessable Preferred Shares of the Issuer. At the Closing
Time, the Investors will be the legal and registered owners of the Purchased Preferred Shares and will have good title thereto
free and clear of all Encumbrances, other than as may be imposed as a result of
the application of any Laws applicable to the Investors or as are imposed as a
result of any actions taken by, or transactions entered into by, the Investors.

- 10 - 




            (g)       
  Issuance of Exchange Common Shares. The Parent has full corporate power
and authority to issue the Exchange Common Shares. The issuance or delivery of
the Exchange Common Shares has been duly authorized and, upon exchange of the
Purchased Preferred Shares in accordance with their terms or pursuant to the
Exchange Agreement, the Exchange Common Shares will be validly issued as fully
paid and non-assessable Common Shares of the Parent. At the time of issuance of
the Exchange Common Shares, the Investors will be the legal owner of the
Exchange Common Shares and will have good title thereto free and clear of all
Encumbrances, other than as may be imposed as a result of the application of any
Laws applicable to the Investors or as are imposed as a result of any actions
taken by, or transactions entered into by, the Investors. 

            (h)       
Issuance of Special Voting Shares. The Parent has full corporate power
and authority to issue the Special Voting Shares. The issuance of the Special
Voting Shares in accordance with the terms of the Voting Trust Agreement has
been duly authorized and, upon payment therefor, the Special Voting Shares will
be validly issued as a fully paid and non-assessable Special Shares, Series 1 of
the Parent. At the Closing Time, the Trustee will be the registered owner of the
Special Voting Shares and will have good title thereto free and clear of all
Encumbrances, other than as may be imposed as a result of the application of any
Laws applicable to the Trustee or as are imposed as a result of any actions
taken by, or transactions entered into by, the Trustee, including the Voting
Trust Agreement.

            (i)       
No Violation. The execution and delivery by the Parent and the Issuer of
each Transaction Agreement to which it is a party, and the performance by it of
its obligations thereunder, including, the issuance of the Purchased Preferred
Shares and the Exchange Common Shares to the Investors and of the Special Voting
Shares to the Trustee, will not: (i) result in any violation of the provisions
of the articles, by-laws or other constating documents of the Parent or the
Issuer; (ii) will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any Contract to which
the Parent, the Issuer or the other Material Subsidiaries of the Parent is a
party or by which the Parent, the Issuer or the other Material Subsidiaries of
the Parent is bound or to which any of the property or assets of the Parent, the
Issuer or the other Material Subsidiaries is subject; or (iii) result in any
violation of the provisions of any Law or Order applicable to the Parent, the
Issuer or the other Material Subsidiaries of the Parent, except, in the case of
clauses (ii) and (iii), as would not reasonably be expected to have a Material
Adverse Effect. 

            (j)       
Consents and Approvals. No consent, approval, authorization or filing of
or with any Governmental Entity by the Parent or the Issuer is required for the
issue and sale of the Purchased Preferred Shares, the Exchange Common Shares and
the Special Voting Shares or the consummation by the Parent or the Issuer of the
transactions contemplated by the Transaction Agreements, other than: (i) the
filing by the Parent under applicable Securities Laws of a Form 45-106F1 –
Report of Exempt Distributions with the Ontario Securities Commission;
(ii) the approval of, and the filings required to be made, prior to or following
Closing under the published rules of the TSX and NASDAQ; (iii) the filing of Form
D with the SEC and such filings as are required to be made under applicable
state securities laws in the United States; (iv) the filing of one or more
Current Reports on Form 8-K by the Parent to report the execution of this
Agreement and the transactions contemplated hereby; and (v) any other consent,
approval, authorization or filing obtained or made by the Parent or the Issuer
on or prior to the date hereof. 

- 11 - 




           
(k)        Compliance with Laws. None
of the Parent, the Issuer or any other Material Subsidiary of the Parent is in
violation of its articles or certificate of incorporation, by-laws or other
constating documents. None of the Parent, the Issuer or any other Material
Subsidiary of the Parent is in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any material Contract
to which it is a party or by which it or any of its properties or assets may be
bound, except (i) as disclosed in the Public Disclosure Documents, (ii) such
default resulting from any announced product recalls or market withdrawals,
voluntary or otherwise, of products processed, manufactured, distributed or sold
by the Parent or its subsidiaries or (iii) such default which would not have a
material adverse effect on the business, operations and financial condition of
the Parent and its Material Subsidiaries, taken as a whole. To the knowledge of
the Parent, there are not, and since January 1, 2015 there have not been, any
unannounced product recalls or material market withdrawals, voluntary or
otherwise, of products processed, manufactured, distributed or sold by the
Parent or its subsidiaries. The Parent, the Issuer and the other Material
Subsidiaries of the Parent are and have been in compliance with, and conduct
their businesses in conformity with, all applicable Laws, except where the
failure to be in compliance or conformity (x) results from any announced product
recalls or market withdrawals, voluntary or otherwise, of products processed,
manufactured, distributed or sold by the Parent or its subsidiaries or (y) would
not reasonably be expected to have a Material Adverse Effect. 

            (l)       
Regulatory Matters. The Parent is a "reporting issuer" in each of the
Reporting Jurisdictions and is not included in a list of defaulting reporting
issuers maintained by the Securities Regulators of any such jurisdictions. The
Parent has not taken any action to cease to be a reporting issuer in any
jurisdiction in which it is a reporting issuer, and has not received any
notification from a Securities Regulator seeking to revoke the Parent's
reporting issuer status. As of their respective filing dates, each of the Public
Disclosure Documents complied with the requirements of applicable Securities
Laws in all material respects and none of the Public Disclosure Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances in which they were made, not misleading.
As of the date hereof, the Parent is eligible to register the resale of Common
Shares by the Investors on Form S-3 promulgated under the U.S. Securities Act.


            (m)       
Listing of Common Shares. The Common Shares are listed and posted for
trading on the TSX and NASDAQ and no Order ceasing or suspending trading in any
securities of the Parent or prohibiting the sale or issuance of the Purchased
Preferred Shares or the Exchange Common Shares or the trading of any of the
Parent's or the Issuer's issued securities has been issued and no (formal or
informal) proceedings for such purpose are pending or contemplated by the Parent
or, to the knowledge of the Parent or the Issuer, have been threatened. 

- 12 - 




            (n)       
Financial Statements. The Financial Statements present fairly in all
material respects the financial position of the Parent as of the respective
dates of such financial statements and schedules, and the results of operations
and cash flows of the Parent and its subsidiaries for the respective periods
covered thereby. Such Financial Statements have been prepared in accordance with
generally accepted accounting principles in the United States applied on a
consistent basis as certified by the independent public accountants named in
Section 3.1(o) below. 

            (o)       
Independence of Auditors. Deloitte LLP, who has audited the Audited
Financial Statements and reviewed the Interim Financial Statements, (i) are
independent public accountants as required by the U.S. Securities Act, the
Canadian Securities Laws and the rules of the Public Company Accounting
Oversight Board (United States) (the "PCAOB"), (ii) have been appointed
by an audit committee comprised entirely of independent directors of the board
of directors of the Parent, (iii) are in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of
Regulation S-X under the U.S. Securities Act and (iv) are a registered public
accounting firm as defined by the PCAOB whose registration has not been
suspended or revoked and who has not requested such registration to be
withdrawn. 

            (p)       
Internal Controls. The Parent maintains a system of internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the U.S.
Exchange Act) that complies with the requirements of the U.S. Exchange Act and
NI 52-109 and has been designed by the Parent's principal executive officer and
principal financial officer, or under their supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Except as otherwise disclosed in the Public
Disclosure Documents, since the date of the Audited Financial Statements, the
Parent is not aware of (i) any material weaknesses in its internal control over
financial reporting or (ii) any change in its internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Parent's internal control over financial reporting. 

            (q)       
Disclosure Controls & Procedures. The principal executive officers
(or their equivalents) and principal financial officers (or their equivalents)
of the Parent have duly made the certifications required by Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act") and any related rules and regulations promulgated by the SEC and under
NI 52-109, and the statements contained in any such certification are complete
and correct as of the respective dates thereof. The Parent has established and
maintains and evaluates "disclosure controls and procedures" (as such term is
defined in Rule 13a-15(e) under the U.S. Exchange Act). Such disclosure controls
and procedures are (i) designed to ensure that material information relating to
the Parent is made known to the Parent's principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure and (ii) effective. 

            (r)       
Accounting Controls. Each of the Parent and its subsidiaries makes and
keeps accurate books and records, in all material respects. Each of the Parent
and its subsidiaries maintains internal accounting controls that provide
reasonable assurance that (A) transactions are executed in accordance with
management's authorization, (B) transactions are recorded as necessary to permit
preparation of its financial statements and to maintain accountability for its
assets, (C) access to its assets is permitted only in
accordance with management's authorization and (D) the reported accountability
for its assets is compared with existing assets at reasonable intervals. 

- 13 - 




            (s)       
No Material Change. Except as disclosed in the Public Disclosure
Documents, since January 2, 2016, no change has occurred in any of the business,
condition (financial or otherwise), operations, results of operations, capital,
property, assets or liabilities of the Parent and its subsidiaries, taken as a
whole, which has had or would reasonably be expected to have a Material Adverse
Effect. Since the date of the Interim Financial Statements, except as (A)
described therein, and (B) for the transactions contemplated by the Transaction
Agreements, (i) the Parent and its subsidiaries on a consolidated basis have not
incurred any liabilities or obligations, direct or contingent, or entered into
or agreed to enter into any transactions or contracts (written or oral) not in
the ordinary course of business, which liabilities, obligations, transactions or
contracts would, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (ii) the Parent has not purchased any of its
outstanding capital stock, nor declared, paid or otherwise made any dividend or
distribution of any kind on its capital stock and (iii) there has not been any
material change in the capital stock or long-term indebtedness of the Parent on
a consolidated basis. 

            (t)       
Litigation. Except (i) as otherwise disclosed in the Public Disclosure
Documents, (ii) as may result from any announced product recalls or market
withdrawals, voluntary or otherwise, of products manufactured by the Parent or
its subsidiaries or (iii) for any such actions, suits, investigations or
proceedings which, if adversely determined against the Parent or a Material
Subsidiary would not have a material adverse effect on the business, operations
and financial condition of the Parent and its Material Subsidiaries, taken as a
whole, (x) there are no legal or governmental actions, suits, investigations or
proceedings before or by any Governmental Entity pending or, to the knowledge of
the Parent, threatened to which the Parent or any of its Material Subsidiaries
is or may be a party or of which property owned or leased by the Parent or any
of its Material Subsidiaries is or may be the subject, or related to
environmental or discrimination matters, or to this Agreement, any Transaction
Agreement or consummation of the transactions contemplated thereby, (y) no
material labour disturbance by the employees of the Parent or any of its
Material Subsidiaries exists or, to the knowledge of the Parent, is imminent or
being threatened and (z) neither the Parent nor any of its Material Subsidiaries
is a party or subject to the provisions of any material Order of any
Governmental Entity. 

            (u)       
No Labour Disputes. Except as otherwise disclosed in the Public
Disclosure Documents, neither the Parent nor any of its Material Subsidiaries is
involved in any labour dispute which to the knowledge of the Parent would result
in a work stoppage or a claim that could have a material and adverse effect on
the business or operations of the Parent on a consolidated basis, nor, to the
knowledge of the Parent, is any such dispute threatened. Except as otherwise
disclosed in the Public Disclosure Documents, neither the Parent nor any of its
Material Subsidiaries has been in violation of the Fair Labor Standards
Act or other applicable U.S. or non-U.S. legal requirements related to the
hours worked by and payments made to their employees which, to the knowledge of
the Parent, would result in a work stoppage or a claim that could have a
material and adverse effect on the business or operations of the Parent on a
consolidated basis. Neither the Parent nor any of its Material Subsidiaries is
party to or bound by any collective bargaining agreement or other contract with
any labor organization, trade union, or similar employee representative. To the knowledge of the
Parent, there are no ongoing or threatened union organizing activities involving
employees of Parent or any of its Material Subsidiaries. 

- 14 - 




            (v)       
Title to Real and Personal Property. The Parent and its Material
Subsidiaries have good and marketable title to all real property and good and
marketable title to all other tangible properties and assets described in the
Public Disclosure Documents as owned by it, in each case free and clear of all
Encumbrances, except such as (i) are described in the Public Disclosure
Documents or (ii) do not materially affect the value of such properties, taken
as a whole, and do not interfere with the use made and proposed to be made of
such properties by the Parent and its Material Subsidiaries. Any real property
and buildings held under lease by the Parent and its Material Subsidiaries are
held under valid, subsisting and enforceable leases with such exceptions as
would not materially interfere with the use made and proposed to be made of such
property and buildings by the Parent and its Material Subsidiaries. The Parent
and its Material Subsidiaries own or lease all such properties as are necessary
to its operations as now conducted and described in the Public Disclosure
Documents. 

            (w)       
Compliance with Environmental Laws. Except as otherwise disclosed in the
Public Disclosure Documents, the Parent and its subsidiaries (i) are, and to the
knowledge of the Parent have for the past three years been, in compliance in all
material respects with all applicable Laws relating to the protection of human
or occupational health and safety (in each case, to the extent relating to
exposure to hazardous or toxic substances or wastes, pollutants or contaminants,
or any other substances, materials or wastes for which liability or standards of
conduct may be imposed (collectively, "Hazardous Substances") or the
pollution or protection of the environment, including the storage, handling or
transportation of, or exposure to, Hazardous Substances (collectively,
"Environmental Laws"), (ii) have received and maintained all Permits,
licenses or other approvals required of it under Environmental Laws that are
material to the Parent and its subsidiaries on a consolidated basis to conduct
their businesses or occupy their facilities, (iii) are, and to the knowledge of
the Parent have for the past three years been, in compliance in all material
respects with all terms and conditions of any such Permit, license or approval,
(iv) have not received any notice, demand, letter or claim alleging any material
violation of, or material liability under, Environmental Laws that are material
to the Parent and its subsidiaries on a consolidated basis, (v) have not
treated, stored, disposed or arranged for the disposal of, transported, handled,
released, manufactured, distributed, exposed any Person to, or owned or operated
any property or facility contaminated by, any Hazardous Substance, in each case
so as to give rise to any material liability under Environmental Laws, and (vi)
have not assumed or become subject to any material liability of any other Person
relating to Environmental Laws. The Parent, in its reasonable judgment, has
concluded that any costs or liabilities associated with Environmental Laws
applicable to the Parent and its subsidiaries (including, without limitation,
any capital or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws or any permit, license or
approval, any related constraints on operating activities and any liabilities to
third parties) would not reasonably be expected to have a Material Adverse
Effect. 

- 15 - 




            (x)        Permits. The Parent and the Material Subsidiaries possess all material
licenses, certificates, authorizations or permits issued by the appropriate
Governmental Entities (including, without limitation, the FDA) that are
necessary to enable the Parent to own, lease and operate its properties and to carry on its business on a
consolidated basis as presently conducted (collectively, the "Permits"),
and such Permits are in full force and effect in all material respects. The
Parent has fulfilled and performed all of its obligations with respect to such
Permits in all material respects. To the knowledge of the Parent, neither the
Parent nor any of its Material Subsidiaries has received any notice of
proceedings relating to the revocation or modification of any such Permit. All
applications, notifications, submissions, information, claims, reports and
statistics, and other data and conclusions derived therefrom, utilized as the
basis for any and all requests for a Permit from the FDA or other Governmental
Entity relating to the Parent, its business and its products, when submitted to
the FDA or other Governmental Entity by or on behalf of the Parent, were true,
complete and correct in all material respects. Any necessary or required
material updates, changes, corrections or modification to such applications,
notifications, submissions, information, claims, reports and statistics and
other data have been submitted to the FDA or other Governmental Entity. To the
knowledge of the Parent, there are no facts or circumstances that would
reasonably be expected to give rise to any material liability of the Parent
under any such Permits. The Parent and, to the knowledge of the Parent, its
directors, officers, employees and agents have operated and currently are in
compliance with applicable statutes and implementing regulations administered or
enforced by the FDA, or any other Governmental Entity governing the conduct of
the Parent's business as presently conducted, except for such noncompliance as
would not reasonably be expected to have a Material Adverse Effect. 

           
(y)        No Shutdowns, Prohibitions or
Warnings. Since January 1, 2015, except as otherwise described in the Public
Disclosure Documents, the Parent has not had any product or manufacturing site
(whether Parent-owned or that of a contract manufacturer for Parent products or
product candidates) subject to a Governmental Entity (including, without
limitation, the FDA) shutdown or import or export prohibition that has
materially interfered with the business of the Parent on a consolidated basis .
To the knowledge of the Parent, neither the FDA nor any other Governmental
Entity has threatened such action. The Parent does not have any outstanding FDA
Form 483 or other non-ordinary course Governmental Entity notice of inspectional
observations, "warning letter" or other correspondence or notice from the FDA or
other Governmental Entity alleging or asserting noncompliance with any
applicable Laws, except for such allegations or assertions that would not
materially interfere with the business of the Parent on a consolidated basis.

- 16 - 




            (z)        Intellectual Property. The Parent owns, or possesses and/or has been
granted valid and enforceable licenses to use, all material Intellectual
Property necessary for, or used in, the conduct of its business as such business
is described in the Public Disclosure Documents. The Parent has no knowledge of
any material infringement, misappropriation or other violation by third parties
of any of the Intellectual Property owned by the Parent, nor is there any
pending or, to the knowledge of the Parent, threatened action, suit, proceeding
or claim by others challenging the Parent's rights of title or other interest in
or to any Intellectual Property owned by the Parent, and the Parent does not
know of any facts which would form a reasonable basis for any such claim. There
is no pending or, to the knowledge of the Parent, threatened action, suit,
proceeding or claim by others challenging the validity and scope of any
Intellectual Property owned by the Parent, and the Parent does not know of any
facts which would form a reasonable basis for any such claim. Neither the Parent
nor the conduct of its business as such business is described in the Public
Disclosure Documents has infringed, misappropriated, or otherwise violated any Intellectual Property of any third party and there
is no pending or, to the knowledge of the Parent, threatened action, suit,
proceeding or claim by others alleging any of the foregoing, and the Parent is
unaware of any facts which would form a reasonable basis for any such claim, in
each case except for such infringement, misappropriation, violation, claims or
facts as would not reasonably be expected to have a Material Adverse Effect. The
Parent is not aware of any grounds for an interference proceeding before the
U.S. Patent and Trademark Office, the Canadian Intellectual Property Office, or
any similar intellectual property office or agency of any jurisdiction in
relation to any of the Intellectual Property registrations or applications
currently owned or applied for by the Parent. All present employees of the
Parent that have conceived, authored, developed or otherwise created
Intellectual Property for the Parent or have had access to any confidential
information of the Parent have entered into agreements or executed
acknowledgments pursuant to which such person (i) agrees or acknowledges its
obligation to maintain and protect the confidential information of the Parent
and (ii) assigns to the Parent all Intellectual Property conceived, authored,
developed or otherwise created by such person in the course of his, her, or its
employment or other relationship with the Parent. There is no pending or, to the
knowledge of the Parent, threatened action, suit proceeding or claim by any
current or former employee, consultant or agent of the Parent seeking either
ownership rights to any invention or other intellectual property right or
compensation from the Parent for any invention or other intellectual property
right made by such employee, consultant or agent in the course of his/her
employment with the Parent or otherwise. The Public Disclosure Documents fairly
and accurately describe in all material respects the Parent's rights with
respect to the Intellectual Property. The Parent and its subsidiaries have taken
reasonable measures to protect the secrecy, confidentiality and value of all
their Intellectual Property in all material aspects, and the Parent has no
reason to believe that such Intellectual Property is not or, if not yet patented
or registered, would not be, valid and enforceable against an unauthorized user.
The computer systems, including the software, firmware, hardware, networks,
interfaces, platforms and related systems used or relied on by the Parent are
sufficient, in all material respects, for the conduct of its business as such
business is described in the Public Disclosure Documents. Parent is, and has
been for the past two years in compliance with all data security and privacy
Laws applicable to the Parent, in all material respects, and no written notices
have been received by, and the Parent has no knowledge of any claims, charges or
complaints that have been made against Parent, alleging a violation of any such
Laws. The Parent has no knowledge of any actual or written alleged material
incidents of unauthorized access or use of any personal or other sensitive
information in the Parent's possession or under the Parent's control. 

- 17 - 




            (aa)    
 Taxes. The Parent and each of the Material Subsidiaries have filed
all necessary federal (United States, Canadian or otherwise), provincial, state
and foreign income and franchise tax returns, each of which has been true and
correct in all material respects, or have requested and have received extensions
thereof, and have paid, charged, deducted, withheld, collected and remitted on a
timely basis all taxes as required under applicable Laws (including any
interest, additions to tax or penalties applicable thereto). Other than tax
deficiencies that the Parent or any Material Subsidiary is contesting in good
faith and for which the Parent or such Material Subsidiary has provided adequate
reserves, there is no tax deficiency that has been asserted against the Parent
or any of the Material Subsidiaries that would have, individually or in the
aggregate, a Material Adverse Effect. Although there are ongoing transfer
pricing audits in respect of transactions between the Parent and its
subsidiaries and taxation authorities have asked numerous questions and for
copies of supporting documentation, no indication has been received by the Parent or its subsidiaries from any taxation authorities
that any transfer pricing assessment or reassessment is proposed. For all
transactions between the Parent, on the one hand, and any non-resident Person
with whom the Parent was not dealing at arm's length for the purposes of the
Income Tax Act (Canada), on the other hand, during a taxation year
commencing after 1998 and ending on or before the date hereof, the Parent has
made or obtained records or documents that satisfy the requirements of
paragraphs 247(4)(a) to (c) of the Income Tax Act (Canada). 

            (bb)    
 FIRPTA. Neither the Parent nor the Issuer is a "United States real
property holding company" within the meaning of Section 897(b)(2) of the
Internal Revenue Code of 1986. 

            (cc)    
 Investment Company Act. Neither the Parent nor the Issuer is, and
after giving effect to the issuance and sale of the Purchased Preferred Shares
and the other transactions contemplated by the Transaction Agreements, neither
will be, an "investment company" or an "affiliated person" of, or "promoter" or
"principal underwriter" for, an "investment company," as such terms are defined
in the Investment Company Act of 1940, as amended. 

            (dd)    
 Solvency. The Parent and each Material Subsidiary is, and on the
Closing Date after giving effect to the transactions contemplated by the
Transaction Agreements will be, solvent. 

            (ee)    
 Insurance. Each of the Parent and its Material Subsidiaries
maintains insurance of the types and in the amounts which, at the time such
insurance was acquired, was deemed adequate for its business, including, but not
limited to, insurance covering real and personal property owned or leased by it
against theft, damage, destruction, acts of vandalism and all other risks
customarily insured against by companies in similar industries as the Parent and
its subsidiaries, all of which insurance is in full force and effect. The Parent
has disclosed to the Investors all insurance policies maintained by the Parent
and its Material Subsidiaries covering product contamination risks. 

            (ff)    
 Compliance with Anti-Corruption Laws. Neither the Parent nor any of
its subsidiaries, nor any director or officer of the Parent or its subsidiaries,
nor, to the knowledge of the Parent, any agent, employee or representative of
the Parent or its subsidiaries, or any Affiliate or other Person associated with
or acting on behalf of the Parent or its subsidiaries, has (i) used any
corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; (ii) made or taken an act in
furtherance of an offer, promise or authorization of any direct or indirect
unlawful payment of corporate funds or benefit to any foreign or domestic
government or regulatory official or employee, including, without limitation, of
any government-owned or controlled entity or of a public international
organization, or any Person acting in an official capacity for or on behalf of
any of the foregoing, or any political party or party official or candidate for
political office; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery
Act 2010, as amended, the Corruption of Foreign Public Officials Act
(Canada), as amended, or any applicable law or regulation implementing the OECD
Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, or committed an offense under any other applicable
anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested
or taken an act in furtherance of any unlawful bribe or other unlawful benefit,
including, without limitation, any rebate, payoff, influence payment, kickback or
other unlawful or improper payment or benefit. The Parent has instituted,
maintained and enforced, and will continue to maintain and enforce, policies and
procedures designed to promote and ensure compliance with all applicable
anti-bribery and anti-corruption laws. 

- 18 - 




            (gg)    
 ERISA. The Parent, its subsidiaries, its ERISA Affiliates (as
defined below) and any "employee benefit plan" (as defined under Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended, and the
regulations and published interpretations thereunder (collectively,
"ERISA")), whether or not subject to ERISA, and any other benefit or
compensation plan, program, policy, agreement or arrangement that is or was
established, sponsored, maintained, contributed to or administered by the
Parent, its subsidiaries or its ERISA Affiliates (as defined below) (each, a
"Benefit Plan") are and have been in compliance in all material respects
with ERISA, the Code (as defined below) and any other applicable laws,
regulations, or rulings, and all such plans have been established, maintained,
funded and administered in all material respects in accordance with their terms
and the terms of any applicable contracts or agreements and are fully funded and
expensed in accordance with generally accepted accounting principles. "ERISA
Affiliate" means each Person that could be treated at any relevant time as a
single employer or member of any controlled group of organizations with the
Issuer pursuant to Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
of 1986, as amended, and the regulations and published interpretations
thereunder (the "Code"). Except as would not reasonably be expected to
result in material liability to the Parent and its subsidiaries, (i) no
"reportable event" (as defined under Section 4043 of ERISA) or other claim
(other than routine claims for benefits), dispute, audit, investigation or
proceeding has occurred or is reasonably expected to occur with respect to any
Benefit Plan, (ii) no Benefit Plan, if such Benefit Plan were terminated, would
have any "amount of unfunded benefit liabilities" (as defined under Section 4062
or 4069 of ERISA), and (iii) each Benefit Plan that is intended to be qualified
under Section 401(a) of the Code is the subject of an unexpired favorable
determination letter issued by the Internal Revenue Service and nothing has
occurred, whether by action or failure to act, which would reasonably be
expected to cause the loss of or adversely affect such qualification. None of
the Parent's U.S. subsidiaries nor any of their ERISA Affiliates has incurred or
would reasonably expect to incur (i) any liability under Title IV of ERISA or
Sections 412 or 4971 of the Code, (ii) any material liability under Sections
4975, 4980B, 4980D or 4980H of the Code, or (iii) any liability or obligation to
provide retire or post-employment health or life insurance benefits (other than
as required by Section 4980B of the Code). Neither the Parent nor any of its
subsidiaries has incurred or would reasonably expect to incur any material
liability under any applicable non-U.S. Benefit Plan or pension or benefit laws,
regulations or rulings which has not been fully funded or expensed in accordance
with generally accepted accounting principles. No Benefit Plan is, or would
reasonably be expected to be, (i) in "at-risk" status (within the meaning of
Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code), (ii) in
"critical and declining" status (within the meaning of Section 305 of ERISA) or
(iii) subject to liability or the imposition of a lien under Section 436 or
430(k) of the Code, ERISA or other applicable non-U.S. pension legislation. 

            (hh)    
 No Director or Officer Proceedings. To the knowledge of the Parent,
except as otherwise disclosed in the Public Disclosure Documents, none of the
directors or officers of the Parent or any of its subsidiaries (or such
shareholders' respective principals) is or has ever been subject to prior regulatory, criminal or bankruptcy proceedings
in the United States, Canada or elsewhere. 

- 19 - 




            (ii)    
 Compliance with Money Laundering Laws. The operations of the Parent
and its subsidiaries are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements, including those
of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, those of the Bank Secrecy Act, as amended by Title III of the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the
applicable money laundering statutes of all jurisdictions in which the Parent
and its subsidiaries conduct business, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental or regulatory agency (collectively, the "Money
Laundering Laws"), and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Parent
or its subsidiaries with respect to the Money Laundering Laws is pending or, to
the knowledge of the Parent, threatened. 

            (jj)    
 International Trade Matters. Neither the Parent nor any of its
subsidiaries, nor any director or officer of the Parent or its subsidiaries,
nor, to the knowledge of the Parent, any agent, employee or representative of
the Parent or its subsidiaries, or any Affiliate or other Person associated with
or acting on behalf of the Parent or its subsidiaries is: (i) currently the
subject or target of, or in the aggregate, 50 percent or greater owned, directly
or indirectly, or otherwise controlled by a Person that is the subject or a
target of, any sanctions administered or enforced by the U.S. government
(including, without limitation, the Office of Foreign Assets Control of the U.S.
Treasury Department or the U.S. Department of State and including, without
limitation, the designation as a "specially designated national" or "blocked
person"), the United Nations Security Council, the European Union, Her Majesty's
Treasury or other relevant sanctions authority (collectively,
"Sanctions"), or (ii) located, organized or resident in a country or
territory that is the subject or the target of Sanctions, including, without
limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and
Syria (each, a "Sanctioned Country"). The Parent will not directly or
indirectly use the proceeds of the offering of the Purchased Preferred Shares
hereunder, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other Person or entity (i) to fund or
facilitate any activities of or business with any Person that, at the time of
such funding or facilitation, is the subject or the target of Sanctions, (ii) to
fund or facilitate any activities of or business in any Sanctioned Country or
(iii) in any other manner that will result in a violation by any Person
(including any Person participating in the transaction, whether as underwriter,
advisor, investor or otherwise) of Sanctions. For the past five years, the
Parent and its subsidiaries have not knowingly engaged in, are not now knowingly
engaged in, and will not engage in, any dealings or transactions with any Person
that at the time of the dealing or transaction is or was the subject or the
target of Sanctions or in the aggregate, 50 percent or greater owned, directly
or indirectly, or otherwise controlled by a Person that is or was the subject or
target of Sanctions, or with any Sanctioned Country. 

            (kk)      Takeover
Protections. Assuming the Investors do not beneficially own (as defined in
the Shareholder Rights Plan) any Common Shares of the Parent immediately prior
to giving effect to the transactions contemplated hereunder, neither Investor
will become an acquiring person (as defined in the Shareholder Rights Plan) for purposes
of the Shareholder Rights Plan as a result of the acquisition of the Purchased
Preferred Shares and the Special Voting Shares. 

- 20 - 




3.2                    Representations
and Warranties of the Investors 

                          Each
Investor, severally for itself and not jointly, hereby represents, warrants and
acknowledges to the Parent and the Issuer as follows as of the date hereof and
acknowledges that the Parent and the Issuer are relying on such representations,
warranties and acknowledgements in connection with the entering into of this
Agreement and the performance of their obligations hereunder: 

	 	(a) 	
      Organization. It is organized and validly existing
      under its jurisdiction of origination or formation, with power (corporate
      or other and authority to own or to hold its Proportionate Share of the
      Purchased Preferred Shares and to complete the transactions to be
      completed by it as contemplated in the Transaction Agreements.

	 	 	 
	 	(b) 	
      Authorization. It has the requisite power and
      authority to enter into each of the Transaction Agreements to which it is
      a party, and to perform its obligations thereunder. Each of the
      Transaction Agreements to which it is a party (i) has been duly
      authorized, (ii) has been duly executed and delivered by it and (iii) is a
      valid and binding agreement of it, enforceable against it in accordance
      with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar Laws affecting creditors' rights
      generally and subject to the qualification that equitable remedies may be
      granted in the discretion of a court of competent jurisdiction.

	 	 	 
	 	(c) 	
      No Violation. The execution and delivery by it of
      each Transaction Agreement to which it is a party, and the performance of
      its obligations thereunder, including the purchase of its Proportionate
      Share of the Purchased Preferred Shares, does not and will not result in
      any violation of the (i) provisions of its constating documents or (ii)
      the provisions of any Law or Order applicable to it, except, in the case
      of clause (ii), as would not, individually or in the aggregate, reasonably
      be expected to materially delay or hinder the ability of such Investor to
      perform its obligations under the Transaction Agreements.

	 	 	 
	 	(d) 	
      Consents and Approvals. No consent, approval,
      authorization or filing of or with any Governmental Entity is required by
      it to purchase its Proportionate Share of the Purchased Preferred Shares
      or to complete the transactions contemplated by the Transaction Agreements
      that are to be completed on the date hereof, other than filings under
      applicable Securities Laws.

	 	 	 
	 	(e) 	
      Residency. It is resident in the United
    States.

	 	 	 
	 	(f) 	
      No Offering Document. It has not received any
      offering document or disclosure document relating to the Purchased
      Preferred Shares, the Exchange Common Shares or the Parent and its
      subsidiaries.



- 21 - 





	 	(g) 	
      Collection of Information. It acknowledges that:
      (i) the Parent may deliver to the Ontario Securities Commission certain
      "personal information" pertaining to it, including its full name, address,
      telephone number and email address, the number of securities subscribed by
      it hereunder and the total purchase price paid for such securities, the
      prospectus exemption relied on by the Parent and the date of distribution
      of the securities; (ii) such information is being collected indirectly by
      the Ontario Securities Commission under the authority granted to it in
      securities legislation; (iii) such information is being collected for the
      purposes of the administration and enforcement of the securities
      legislation of Ontario; and (iv) it may contact Administrative Assistant
      to the Director of Corporate Finance, Ontario Securities Commission, Suite
      1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H 3S8, Telephone:
      (416) 593-8086 with respect to questions about the Ontario Securities
      Commission's indirect collection of such information. It acknowledges that
      its name and other specified information, including the number of
      securities subscribed for hereunder, may be disclosed to: (x) other
      Securities Regulators and may become available to the public in accordance
      with the requirements of applicable Laws; and (y) authorities pursuant to
      applicable Money Laundering Laws. It consents to the disclosure of all
      such information.

	 	 	 
	 	(h) 	
      No Registration. It acknowledges that the
      Purchased Preferred Shares and the Exchange Common Shares have not been
      and will not be registered under the U.S. Securities Act, and may not be
      offered or sold in the United States or to U.S. persons unless registered
      under the U.S. Securities Act or an exemption from the registration
      requirements of the U.S. Securities Act is available.

	 	 	 
	 	(i) 	
      No Broker's Fees. It is not party to any Contract
      with any Person that would give rise to a valid claim against the Parent
      or the Issuer for a brokerage commission, finder's fee or like payment in
      connection with the issuance and sale of the Purchased Preferred Shares or
      the transactions contemplated by the Transaction Agreements.

	 	 	 
	 	(j) 	
      Private Placement. It is an "accredited investor"
      within the meaning of NI 45-106 and Regulation D under the U.S. Securities
      Act and is purchasing its Proportionate Share of the Purchased Preferred
      Shares as principal, solely for its own account for investment purposes
      and not with a view to, or for offer or sale in connection with, any
      distribution thereof . It represents that:




	 	(i) 	
      it understands that the Purchased Preferred Shares and
      the Exchange Common Shares are being offered on a "private placement"
      basis exempt from registration under Securities Laws, and, therefore, may
      not be transferred or sold in the United States except pursuant to the
      registration provisions of the U.S. Securities Act or pursuant to an
      applicable exemption therefrom and subject to state securities laws and
      regulations, as applicable;



- 22 - 





	 	(ii) 	
      it understands that no Securities Regulator has reviewed
      or passed on the merits of the Purchased Preferred Shares or the Exchange
      Common Shares;

	 	 	 
	 	(iii) 	
      it understands that there is no government or other
      insurance covering the Purchased Preferred Shares or the Exchange Common
      Shares;

	 	 	 
	 	(iv) 	
      it understands that there are risks associated with the
      purchase of the Purchased Preferred Shares and the Exchange Common Shares;
      and

	 	 	 
	 	(v) 	
      it understands that there are restrictions on its ability
      to resell the Purchased Preferred Shares and the Exchange Common Shares
      under applicable Laws, it is its own responsibility to find out what those
      restrictions are and to comply with them before selling the Purchased
      Preferred Shares or the Exchange Common Shares and, except as otherwise
      set out in the Transaction Agreements, neither the Parent nor the Issuer
      has agreed to take any action to facilitate such resale in accordance with
      applicable Laws.




	 	(k) 	
      Legended Stock. It acknowledges that prior to the
      expiry of any applicable hold period under applicable Securities Laws, the
      certificates representing the Purchased Preferred Shares and the Exchange
      Common Shares will bear such legend or legends as may, in the opinion of
      counsel to the Parent and the Issuer, be necessary in order to avoid a
      violation of any Securities Laws or to comply with the requirements of the
      TSX or NASDAQ, provided that if, at any time, in the opinion of counsel to
      the Parent and the Issuer, such legends are no longer necessary in order
      to avoid a violation of any such Laws, or the holder of any such legended
      certificate, at the holder's expense, provides the Parent and the Issuer
      with evidence satisfactory in form and substance to the Parent and the
      Issuer (which may include an opinion of counsel satisfactory to the Parent
      and the Issuer) to the effect that such holder is entitled to sell or
      otherwise transfer such Purchased Preferred Shares and Exchange Common
      Shares in a transaction in which such legends are not required, such
      legended certificate may thereafter be surrendered to the Parent and the
      Issuer in exchange for a certificate which does not bear such
    legend.

	 	 	 
	 	(l) 	
      Investor Due Diligence. It acknowledges and agrees
      that, the Parent has afforded the Investors, their Affiliates and their
      respective agents, advisors and representatives an opportunity to review
      the Parent and its Material Subsidiaries and the business that they
      operate and documentation, contracts, agreements, reports, third party
      deliveries, financials and other information related thereto
      (collectively, the "Parent Diligence Information") prior to the
      date hereof and that the Investors have completed such review to their
      satisfaction.



- 23 - 




3.3                   
Survival of Representations and Warranties 

                          The
representations and warranties of a party herein shall survive until the date
that is 18 months from the Closing Date, unless bona fide notice of a
claim shall have been made in writing before such date, in which case the
representation and warranty to which such notice applies shall survive in
respect of that claim until the final determination or settlement of the claim;
provided that the representations and warranties set out in Sections 3.1(a),
3.1(b), 3.1(c), 3.1(d), 3.1(e), 3.1(f), 3.1(g), 3.1(h) and 3.1(i) and Sections
3.2(a), 3.2(b), 3.2(c) and 3.2(e), shall continue in full force and effect
without limitation of time. Notwithstanding the foregoing, a claim for any
breach of any of the representations and warranties contained in this Agreement
involving fraud or fraudulent misrepresentation may be made at any time
following the date of this Agreement, subject only to applicable limitation
periods imposed by applicable Law. 

ARTICLE 4


INDEMNIFICATION 


4.1                   
Indemnity of the Parent and the Issuer

                          The
representations, warranties and covenants of the Parent and the Issuer contained
in this Agreement are made jointly and severally by the Parent and the Issuer
with the intent that they may be relied upon by the Investors in entering into
this Agreement, determining whether to purchase the Purchased Preferred Shares
and consummating the transactions contemplated hereby, and the Parent and the
Issuer covenant and agree to indemnify and save harmless the Investors (and
their respective Affiliates, shareholders, officers and directors)
(collectively, the "Investor Indemnitees") from and against all (i) civil
or administrative penalties imposed on the Investor Indemnitees arising from
violations or alleged violations of applicable Laws and (ii) Losses, including
amounts paid to settle actions (provided that the Parent and the Issuer have
previously consented to such settlement) or satisfy judgements or awards
suffered by the Investor Indemnitees, in each case caused by or arising directly
or indirectly by reason of any inaccuracy in or breach by the Parent or the
Issuer of any representation, warranty or covenant made by it under this
Agreement. 

4.2                    Indemnity
by the Investors 

                          The
representations, warranties and covenants of the Investors contained in this
Agreement are made severally and not jointly by the Investors with the intent
that they may be relied upon by the Parent and the Issuer in entering into this
Agreement, determining whether to issue the Purchased Preferred Shares and
consummating the transactions contemplated hereby, and each Investor covenants
and agrees on a several, and not a joint basis, to indemnify and save harmless
the Parent and the Issuer (and their Affiliates and their respective
shareholders, officers and directors) (collectively, the "Parent
Indemnitees") from and against all (i) civil or administrative penalties
arising from violations or alleged violations of applicable Laws and (ii)
Losses, including amounts paid to settle actions (provided the Investor has
previously consented to such settlement) or satisfy judgements or awards
suffered by the Parent Indemnitees, in each case caused by or arising directly
or indirectly by reason of any inaccuracy in or breach by any Investor of any
representation, warranty or covenant made by it under this Agreement. 

- 24 - 




4.3                    Limitations


                          No
claim shall be made against the Parent and/or the Issuer under Section 4.1, and
no claim shall be made against an Investor under Section 4.2, until the
aggregate amount of the claims asserted against such party under Sections 4.1,
in the case of the Parent and the Issuer, or under Section 4.2, in the case of
an Investor, shall be at least $100,000. The maximum aggregate liability
of the Parent and the Issuer to the Investors under Section 4.1 shall be the
Aggregate Proceeds. 

4.4                    Exclusivity


                          The
provisions of this Article 4 shall apply to any claim described in Section 4.1
or Section 4.2, with the intent that all such claims shall be subject to the
limitations and other provisions contained in this Article 4. This provision is
not intended to preclude any proceeding by any party against any other party
based on fraud or fraudulent misrepresentation. 

ARTICLE 5 

  CLOSING



5.1                   
Closing 

                          The
Closing for the purchase and sale of the Purchased Preferred Shares shall be
held at the Closing Time at the offices of Davies Ward Phillips & Vineberg
LLP, 155 Wellington Street West, Toronto, Ontario, M5V 3J7. 

5.2                    Closing
Deliveries of the Parent and the Issuer 

                      
   Contemporaneously with the execution of this Agreement, the
Parent and the Issuer, as applicable, shall deliver or cause to be delivered to
the Investors, the following: 

	 	(a) 	
      evidence satisfactory to the Investors of: (i) the
      conditional approval of the TSX and NASDAQ of the Parent's issuance and
      sale of the Purchased Preferred Shares and the Exchange Common Shares to
      the Investor on the terms and conditions contemplated herein; and (ii) the
      conditional acceptance by each of the TSX and NASDAQ of its notice of the
      listing of the Exchange Common Shares;

	 	 	 
	 	(b) 	
      a copy of the Lenders' Waivers;

	 	 	 
	 	(c) 	
      a copy of the Issuer's amended certificate of
      incorporation evidencing the creation of the Preferred Shares;

	 	 	 
	 	(d) 	
      a copy of the Parent's articles of amendment evidencing
      the creation of the Special Voting Shares;

	 	 	 
	 	(e) 	
      a certificate from a duly authorized officer of the
      Parent certifying: (i) the articles of the Parent; (ii) the incumbency of
      certain officers of the Parent; and (iii) the resolutions of the board of
      directors of the Parent approving the issuance of the Exchange Common
      Shares and the Special Voting Shares, the appointment to
  the board of directors of the Parent, as of the Closing Date,
      of the Investor Nominees and the execution, delivery and performance of
      the Parent's obligations under each of the Transaction Agreements to which
      it is a party and the Observer Agreement and the consummation of the
  transactions contemplated hereunder and thereunder;



- 25 - 





	 	(f) 	
      a certificate from a duly authorized officer of the
      Issuer certifying: (i) the certificate of incorporation and by-laws of the
      Issuer; (ii) the incumbency of certain officers of the Issuer; and (iii)
      the resolutions of the board of directors of the Issuer approving the
      issuance of the Purchased Preferred Shares, the execution, delivery and
      performance of the Issuer's obligations under each of the Transaction
      Agreements to which it is a party and the consummation of the transactions
      contemplated hereunder and thereunder;

	 	 	 
	 	(g) 	
      certificates duly executed by the Issuer representing the
      Purchased Preferred Shares registered in the name of the
  Investors;

	 	 	 
	 	(h) 	
      certificate duly executed by the Parent representing the
      Special Voting Shares registered in the name of the Trustee;

	 	 	 
	 	(i) 	
      a legal opinion addressed to the Investors, in form and
      substance satisfactory to the Investors and their counsel, acting
      reasonably, from Canadian counsel to the Parent;

	 	 	 
	 	(j) 	
      a legal opinion addressed to the Investors, in form and
      substance satisfactory to the Investors and their counsel, acting
      reasonably, from United States counsel to the Issuer;

	 	 	 
	 	(k) 	
      a certificate from the applicable Governmental Entity,
      dated as of a recent date, evidencing the good standing of each of the
      Parent and the Issuer in their respective jurisdiction of origination or
      formation; and

	 	 	 
	 	(l) 	
      the following agreements, duly executed and delivered by
      the Parent and the Issuer, as applicable:





	 	(i) 	
      Investor Rights Agreement;

	 	 	 
	 	(ii) 	
      Exchange Agreement;

	 	 	 
	 	(iii) 	
      Voting Trust Agreement; and

	 	 	 
	 	(iv) 	
      Observer Agreement.



5.3                    Closing
Deliveries of the Investors 

                         Contemporaneously
with the execution of this Agreement, the Investors shall deliver or cause to be
delivered to the Parent and the Issuer, the following: 

- 26 - 





	 	(a) 	
      payment of the Aggregate Proceeds in accordance with
      Section 1.2;

	 	 	 
	 	(b) 	
      the following agreements, duly executed and delivered by
      the Investors and the Board Observer, as
applicable:




	 	(i) 	
      Investor Rights Agreement;

	 	 	 
	 	(ii) 	
      Exchange Agreement;

	 	 	 
	 	(iii) 	
      Voting Trust Agreement; and

	 	 	 
	 	(iv) 	
      Observer Agreement.



ARTICLE 6


MISCELLANEOUS 


6.1                    
Public Disclosure and Filings 

                        
  Neither the Parent, the Issuer, nor any Investor shall make any
public announcement with respect to the existence or terms of this Agreement or
the transactions provided for herein without the prior approval of the other
parties, which shall not be unreasonably withheld or delayed. Each party shall
use commercially reasonable efforts to permit the other parties to review and
comment on all such public announcements prior to the release or filing thereof.
Notwithstanding the foregoing, the Investors hereby acknowledge and agree that
the Parent may publicly disclose the terms of the Transaction Agreements and
file the Transaction Agreements and the terms of the Preferred Shares and the
Special Voting Shares as required by applicable Securities Laws; provided that
the Parent will consider, acting reasonably, any request by the Investors for
redactions to, or confidential treatment of, such materials to the extent
permitted under applicable Securities Laws. Parent hereby acknowledges
and agrees that the Investors may make such filings as required by applicable
Securities Laws with respect to their ownership of the Purchased Preferred
Shares, the Special Voting Shares and the Exchange Common Shares. 

6.2                     Notices


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

- 27 - 





	 	(i) 	in the case of the Investors:
	 	 	 
	 		c/o Oaktree Principal Fund VI (Delaware), L.P.
	 		333 South Grand Avenue, 28th Floor
	 		Los Angeles, California 90017
	 	 	 
	 		Attention:            
       Ted Crockin
      
Facsimile:              
      213.830.6293
      
E-mail:                    
  tcrockin@oaktree.com
	 	 	 
	 		with a copy (which shall not constitute notice) to:
	 	 	 
	 		Kirkland & Ellis LLP
	 		300 North LaSalle Street
	 		Chicago, Illinois 60601
	 	 	 
	 		Attention:              Dennis
      M. Myers and Hamed Meshki
      
Facsimile:              
      312.862.2200 and 213.808.8145
	 		E-mail:                    dennis.myers@kirkland.com and
  hmeshki@kirkland.com
	 	 	 
	 		and
	 	 	 
	 		Stikeman Elliott LLP
	 		1155 Rene-Levesque West, 40th Floor 
Montreal, Quebec
      
H3B 3V2
	 	 	 
	 		Attention:             
      John W. Leopold and David Masse
      
Facsimile:              
      514.397.3222
	 		E-mail:                    
      jleopold@stikeman.com and
  dmasse@stikeman.com
	 	 	 
	 	(ii) 	in the case of the Parent or the Issuer:
	 	 	 
	 		2233 Argentia Road, Suite 401 
Mississauga, Ontario
      
L5N 2X7
	 	 	 
	 		Attention:            
      General Counsel
      
Facsimile:              
      952.835.1991
      
E-mail:                    
      jill.barnett@sunopta.com
	 	 	 
	 		with a copy (which shall not constitute notice) to:
	 	 	 
	 		Davies Ward Phillips & Vineberg LLP
	 		155 Wellington Street West 
Toronto, Ontario
      
M5V 3J7


- 28 - 




Attention:        Patricia
Olasker 
Facsimile:        
416.863.0871

E-mail:              
polasker@dwpv.com 


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

      
     (c)        Any
party may at any time change its address for service from time to time by giving
notice to the other parties in accordance with this Section 6.2. 

6.3                  
Amendments and Waivers 

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

6.4                  
Assignment 

                         No
party may assign any of its rights or benefits under this Agreement, or delegate
any of its duties or obligations, except with the prior written consent of the
other parties. 

6.5                  
Successors and Assigns 

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


6.6                  
Further Assurances 

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

6.7                   Counterparts


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

- 29 - 




6.8                  
   Expenses 

                   
     Each party will bear their own expenses in
connection with the negotiation, preparation, execution and performance of this
Agreement and the other Transaction Agreements and the transactions contemplated
herein and therein, except as otherwise specifically agreed. 

[Remainder of page left intentionally blank.]

- 30 - 




 





 





SCHEDULE A 

INVESTORS' PROPORTIONATE SHARE 


	Investor 
	Purchased 
Preferred Shares
    	Percentage of Purchased
      
Preferred Shares 	Aggregate 
Proceeds 
	Oaktree Organics, L.P. 	71,196 	83.76% 	$71,196,000.00 
	Oaktree Huntington 
Investment Fund II, L.P. 	13,804 
	16.24% 
	$13,804,000.00 

	Total 	85,000 	100.00% 	$85,000,000.00 







SCHEDULE B 

MATERIAL SUBSIDIARIES 

	SunOpta Foods Inc. 
	 
	SunOpta Grains and Foods Inc. 
	 
	SunOpta Companies Inc. 
	 
	Tradin Organics USA LLC 
	 
	Cooperatie SunOpta UA 
	 
	The Organic Corporation BV 
	 
	Tradin Organic Agriculture BV 
	 
	Sunrise Growers Inc.