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






Execution Version 

INVESTOR RIGHTS 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 	Defined Terms in the Preferred Share
      Terms 	8 
	1.3 	Rules of
      Construction 	9 
	1.4 	Entire Agreement 	9 
	1.5 	Time of Essence 	10 
	1.6 	Governing Law and Submission to
      Jurisdiction 	10 
	1.7 	Severability 	10 
	1.8 	Take-over Bid Terminology 	10 
	1.9 	Schedules 	10 
	  	  	  
	 ARTICLE
      2  
	 BOARD NOMINATION AND
      OBSERVER RIGHTS  
	  	  	  
	2.1 	Board of Directors Nominees 	11 
	2.2 	Board Committees 	12 
	2.3 	Board Observer 	12 
	2.4 	Expiry of Board
      Nomination and Observer Rights 	13 
	  	  	  
	 ARTICLE
      3  
	 GOVERNANCE AND PMO
      RIGHTS  
	  	  	  
	3.1 	Governance Rights 	14 
	3.2 	Additional
      Governance Right 	15 
	3.3 	PMO Representatives 	15 
	3.4 	Expiry of Governance
      and PMO Rights 	15 
	  	  	  
	 ARTICLE
      4  
	 PARTICIPATION
      RIGHT  
	  	  	  
	4.1 	Participation Right 	16 
	4.2 	Expiry of
      Participation Right 	17 
	  	  	  
	 ARTICLE
      5  
	 REGISTRATION
      RIGHTS  
	  	  	  
	5.1 	Meaning of "Investors" 	18 
	5.2 	Demand Registrations
    	18 
	5.3 	Demand Registration Request 	19 
	5.4 	Piggyback
      Registrations 	20 
	5.5 	Registration Expenses 	20 
	5.6 	Registration
      Procedures 	21 
	5.7 	Indemnification 	21 
	5.8 	Expiry of
      Registration Rights 	23 
	5.9 	Grant of Registration Rights to
      Others 	23 


- i - 





	 ARTICLE 6  
	 COVENANTS OF THE
      PARTIES  
	  	  	  
	6.1 	Shareholder Meeting 	23 
	6.2 	Earnings Release 	24 
	6.3 	Excluded Matters 	24 
	6.4 	Regulatory Approval
    	24 
	6.5 	Standstill 	25 
	6.6 	Lock-Up 	26 
	6.7 	Ownership Certificate 	27 
	6.8 	Reporting Covenant
    	27 
	6.9 	Confidentiality 	27 
	  	  	  
	 ARTICLE 7  
	 MISCELLANEOUS  
	  	  	  
	7.1 	One Voice Rule 	29 
	7.2 	Notices 	29 
	7.3 	Amendments and
      Waivers 	30 
	7.4 	Assignment 	31 
	7.5 	Successors and
      Assigns 	31 
	7.6 	Further Assurances 	31 
	7.7 	Other Registration
      Rights; Engagement Letters 	31 
	7.8 	Right to Injunctive Relief 	32 
	7.9 	Counterparts 	32



- ii - 




INVESTOR RIGHTS 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 federal laws of Canada, 

(hereinafter referred to as the
"Parent"), 

- and - 

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

(hereinafter referred to as the
"Issuer"), 

WHEREAS
the Parent, the Issuer and the Investors have entered into a securities
subscription agreement dated the date hereof (the "Subscription
Agreement") pursuant to which the Investors subscribed for the Purchased
Preferred Shares (as defined below); 

AND
WHEREAS in connection with the Investors' subscription pursuant to the
Subscription Agreement, the Parent and the Issuer have agreed to grant certain
rights set out herein to the Investors, on the terms and subject to the
conditions set out herein; 

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




- 2 - 

ARTICLE 1

INTERPRETATION

	1.1 	
      Defined Terms



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

"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, as the same
may be restated, amended or amended and restated from time to time; 

"Act" means the Canada
Business Corporations Act; 

"Additional Market Shares" means
up to 3,000,000 Common Shares acquired by the Investors or their Affiliates by
way of market or private purchases; 

"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; 

"As-Exchanged Ownership of the
Investors" means, as at any date, the aggregate interest of the Investors
and their Affiliates calculated as a percentage, (a) the numerator of which
shall be the sum of (i) the number of Exchange Common Shares for which the
Purchased Preferred Shares beneficially owned or controlled by the Investors and
its Affiliates at the relevant date are exchangeable (without giving effect to
any applicable Exchange Cap) plus (ii) the number of Common Shares beneficially
owned or controlled by the Investors and their Affiliates as a result of the
exchange of the Purchased Preferred Shares or exercise of the Participation
Right, at the relevant date plus (iii) the number of Additional Market Shares
beneficially owned or controlled by the Investors and their Affiliates at the
relevant date, and (b) the denominator of which shall be the number of Common
Shares outstanding as at such relevant date, calculated on a partially diluted
basis assuming the issuance or delivery of Exchange Common Shares issuable or
deliverable upon exercise of the Purchased Preferred Shares (without giving
effect to any applicable Exchange Cap); 

"Board Observer" has the meaning
given to such term in Section 2.3(a);




- 3 - 

"Board of Directors"
means the board of directors of the Parent; 

"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 Acts" means
the applicable securities legislation of each of the provinces of Canada 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; 

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

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

"Confidential Information" means
any and all information, in any form or medium, written or oral, whether
concerning or relating to the Parent, its Affiliates, its and their officers and
employees or any third party, (whether prepared by the Parent or on behalf of
the Parent or otherwise, and irrespective of the form or means of communication
and whether it is labeled or otherwise identified as confidential) that is
furnished to or on behalf of the Investors or their Representatives by or on
behalf of the Parent at any time, whether before, upon or after the execution of
this Agreement, including all oral and written information relating to financial
statements, projections, evaluations, plans, programs, customers, suppliers,
facilities, equipment and other assets, products, processes, manufacturing,
marketing, research and development, trade secrets, knowhow, patent applications
that that have not been published, technology and other confidential information
and intellectual property of the Parent and its Affiliates. "Confidential
Information" shall be deemed to include all notes, analyses, studies,
interpretations, memoranda and other documents, material or reports (in any form
or medium) prepared by the Investors and their Representatives that contain,
reflect or are based upon, in whole or part, the information furnished to or on
behalf of the Parent; 

"Confidentiality Agreement"
means the confidentiality agreement dated July 5, 2016 between the Parent and
Oaktree Principal Fund VI, L.P.; 

"Closing Date Credit Facilities"
means, collectively, the credit facilities made available to the Issuer under
the ABL Loan Agreement and the credit facilities made available to the Issuer
pursuant to the Second Lien Loan Agreement, as applicable; 

"Closing Date Indebtedness"
means $318,084,000, being the aggregate amount outstanding as of July 2, 2016 in
respect of "Bank Indebtedness and Long-Term Debt", as shown on Note 7 of the
Parent's Quarterly Report on Form 10-Q for the quarterly period ended July 2,
2016; 

"Demand Registration" has the
meaning given to such term in Section 5.2(a);

"Demand Registration
Request" has the meaning given to such term in Section 5.2(a);




- 4 - 

"Exchange Agreement" means the
exchange and support agreement entered into between the Investors, the Parent
and the Issuer on the date hereof; 

"Exchange Common Shares" means
the Common Shares issuable or deliverable to the Investors upon exchange of the
Purchased Preferred Shares; 

"Exchanged Purchased Preferred
Shares" means the number of Purchased Preferred Shares that have been
exchanged for Exchange Common Shares, provided that the Investors or their
Affiliates continue to beneficially own or control such Exchange Common Shares
as at the relevant date; 

"Exempt Issuance" means the
issuance by the Parent of Common Shares or Subject Securities: (a) pursuant to
any merger, business combination, tender offer, exchange offer, take-over bid,
arrangement, asset purchase or other acquisition of assets or shares of a third
party; (b) pursuant to a rights offering by the Parent to all of its holders of
Common Shares and Preferred Shares (on an as-exchanged basis); (c) upon the
exercise or conversion of any exchangeable or convertible Subject Securities;
(d) pursuant to employee, advisor, director or advisory board compensation
arrangements, including stock option plans; (e) as a result of the consolidation
or subdivision of any securities of the Parent or its subsidiaries, or as
special distributions, stock dividends or payments in kind or similar
transactions; and (f) to any of the Investors or any of their Affiliates;

"Exercise Notice" has the
meaning given to such term in Section 4.1(c);

"Exercise Notice Period" has the
meaning given to such term in Section 4.1(c);

"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 including the TSX, the NASDAQ and any other exchange on which the
securities of the Parent are listed or posted for trading; 

"Investor Allocation" has the
meaning given to such term in Section 4.1(c);

"Investor Nominee" has the
meaning given to such term in Section 2.1(a);

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

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

"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; 




- 5 - 


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

"New Indebtedness" means any
Indebtedness (as defined in the Second Lien Loan Agreement) other than the
Closing Date Indebtedness; 

"Observer Agreement" means the
observer governance and confidentiality agreement in the form attached hereto as
Schedule 1.1(a); 

"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; 

"Ownership Certificate" has the
meaning given to such term in Section 6.7(a);

"Ownership of the Investors"
means, as of any date, the aggregate interest of the Investors and their
Affiliates calculated as a percentage, (a) the numerator of which shall be the
sum of (i) the number of Exchange Common Shares beneficially owned or controlled
at such date by the Investors and their Affiliates, plus (ii) the number of
Exchange Common Shares that are issuable on exchange of Preferred Shares
beneficially owned or controlled at such date by the Investors and their
Affiliates (without giving effect to any applicable Exchange Cap), and (b) the
denominator of which shall be the sum of (i) the total number of Exchange Common
Shares issued on exchange of the Purchased Preferred Shares as of such date,
plus (ii) the number of Exchange Common Shares that remain issuable as of such
date upon any future exchange of the Purchased Preferred Shares (without giving
effect to any applicable Exchange Cap); 

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

"Participation Right" has the
meaning given to such term in Section 4.1(b);

"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; 

"Piggyback Notice" has
the meaning given to such term in Section 5.4(a);

"Piggyback Registration" has the
meaning given to such term in Section 5.4(a);

"Piggyback Request" has the
meaning given to such term in Section 5.4(a);

"PMO" has the meaning given to
such term in Section 3.3(a);

"PMO Representatives" has the
meaning given to such term in Section 3.3(a);




- 6 - 

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

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

"Purchased Preferred Shares"
means 85,000 Preferred Shares subscribed for by the Investors pursuant to the
Subscription Agreement; 

"Registrable Shares" means any
(i) Common Shares that the Investors have acquired or have the right to acquire
upon exchange or conversion of the Purchased Preferred Shares or Subject
Securities or (ii) any Additional Market Shares acquired in accordance with
Section 6.5(c), provided, further that all Common Shares directly or indirectly
issued or issuable with respect to the securities referred to in clauses (i) or
(ii) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization shall also be deemed Registrable Shares; 

"Registration" means the
qualification under any of the Canadian Securities Acts of the distribution of
Registrable Shares to the public in any or all of the provinces and territories
of Canada pursuant to a prospectus and/or the registration under the U.S.
Securities Act of the distribution of Registrable Shares to the public in the
United States pursuant to a registration statement, as applicable; 

"Registration Expenses" means
all expenses incurred in connection with a Registration, including, without
limiting the generality of the foregoing, the following: 

	 	(a) 	
      all fees, discounts and commissions payable to any
      underwriter, investment bank, manager or agent and the fees and
      disbursements of counsel to any underwriter, investment bank, manager or
      agent in connection with the Registration;

	 	 	 
	 	(b) 	
      all fees, disbursements and expenses of counsel and
      auditors to the Parent (including as applicable, the expenses of any
      comfort letter);

	 	 	 
	 	(c) 	
      all expenses incurred in connection with the preparation,
      translation, printing and filing of any preliminary prospectus,
      prospectus, registration statement or any other offering document and any
      amendments and supplements thereto and in connection with the mailing and
      delivering of copies thereof to any underwriters and dealers;

	 	 	 
	 	(d) 	
      all filing fees and registration and qualification
      expenses of any Canadian Securities Commission, the SEC or the Financial
      Industry Regulatory Authority, as applicable;

	 	 	 
	 	(e) 	
      as applicable, all reasonable fees and expenses incurred
      in connection with compliance with state securities or blue sky laws
      (including reasonable fees and disbursements of counsel for the Investors
      in connection with blue sky registration of Registrable
  Shares);







- 7 - 

	 	(f) 	
      all transfer agents', depositaries' and registrars' fees
      and the fees of any other agent appointed by the Parent in connection with
      a Registration;

	 	 	 
	 	(g) 	
      all fees and expenses payable in connection with the
      listing of any Registrable Shares on each securities exchange or over the
      counter market on which the Common Shares are then listed;

	 	 	 
	 	(h) 	
      all reasonable and actual expenses incurred by the
      Investors in connection with the Registration, including all reasonable
      fees, disbursements and expenses of the Investors' counsel; and

	 	 	 
	 	(i) 	
      all costs and expenses of the Parent associated with the
      conduct of any "road show" related to such
Registration;



"registration statement" means
any registration statement of the Parent filed under the U.S. Securities Act
(including a shelf registration statement) that covers the resale of any of the
Registrable Shares pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, all exhibits thereto and all
material incorporated by reference into such registration statement; 

"Regulatory Approval" means that
(a) the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act shall have expired or been terminated or (b) the applicable
waiting period under section 123 of the Competition Act (Canada) shall
have expired or been terminated or waived or the obligation to comply with Part
IX of the Competition Act (Canada) will have been waived in accordance
with subsection 113(c) of the Competition Act (Canada); 

"Representatives" means with
respect to the Investors, the directors, officers, partners, managers, members,
employees, advisors, agents, Affiliates, and other representatives of the
Investors, including attorneys, accountants, consultants and financial advisors
of the Investors and any Board Observer or PMO Representative; 

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

"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 lenders from time to time party thereto, as lenders, as the
same may be amended, restated or amended and restated from time to time; 

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


"Shareholder Approval" has the
meaning given to such term in Section 6.1(a);




- 8 - 

"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; 

"Standstill Period" means the
period beginning on the date hereof and terminating on the latest to occur of:
(a) the date that is 24 months after the date hereof; and (b) the date that is
12 months following the later of: (i) the date on which no Investor Nominee
serves on the Board of Directors; and (ii) the date on which the rights granted
to the Investors under Article 2 and Article 3 terminate; 

"Subject Securities" has the
meaning given to such term in Section 4.1(a); 

"Subscription Agreement" has the
meaning given to such term in the recitals hereto; 

"Subsequent Offering" has the
meaning given to such term in Section 4.1(a);

"Subsequent Offering Notice" has
the meaning given to such term in Section 4.1(a);

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

"Transaction Agreements" means
this Agreement, the Subscription Agreement, the Exchange Agreement and 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 entered into between the Investors, the trustee named
therein, the Parent and the Issuer on the date hereof. 

	1.2 	
      Defined Terms in the Preferred Share
      Terms



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




- 9 - 

	1.3 	
      Rules of
Construction



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

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

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

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

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

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

	 	 	 
	 	(f) 	
      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 currency of the United
      States;

	 	 	 
	 	(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.




	1.4 	
      Entire Agreement



The
Transaction Agreements 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, including the Confidentiality Agreement. 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 this the Transaction Agreements.




- 10 - 



	1.5 	
      Time of Essence



Time
shall be of the essence of this Agreement. 

	1.6 	
      Governing Law and Submission to
      Jurisdiction



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

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

	1.7 	
      Severability



If any
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, all other provisions of
this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any 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. 

	1.8 	
      Take-over Bid
Terminology



For the
purposes of this Agreement, the term "take-over bid" shall include a tender
offer conducted pursuant to applicable U.S. Securities Laws and the term
"take-over bid circular" shall include a tender offer statement. 

	1.9 	
      Schedules



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


	 	Schedule 1.1(a) 	-     Observer Agreement
  
	 	Schedule 1.1(b) 	-     Preferred Share Terms
    
	 	Schedule 5.6	-     Registration
      Procedures 






- 11 - 

ARTICLE 2 
BOARD NOMINATION AND
OBSERVER RIGHTS

	2.1 	
      Board of Directors
  Nominees



(a)    
Subject to Section 2.4, the Investors shall be entitled collectively to
designate (i) two nominees (each an "Investor Nominee") for election to
the Board of Directors, for so long as the As-Exchanged Ownership of the
Investors is not less than 11.1% and (ii) one Investor Nominee for election to
the Board of Directors, for so long as the As-Exchanged Ownership of the
Investors is less than 11.1% but greater than 5%. Each Investor Nominee must be
an individual acceptable to the Parent, acting reasonably, and eligible to serve
as a director of the Parent pursuant to applicable Law. 

(b)     The
Parent shall use commercially reasonable efforts to ensure that the Investor
Nominees are elected to the Board of Directors, including soliciting proxies in
support of their election and taking the same actions taken by the Parent to
ensure the election of the other nominees selected by the Board of Directors for
election to the Board of Directors. 

(c)     So
long as the Investors are entitled collectively pursuant to Section 2.4 to
designate Investor Nominees to the Board of Directors, the size of the Board of
Directors shall not exceed nine directors. 

(d)     The
Investors shall advise the Parent of the identity of an Investor Nominee at
least 60 days prior to any meeting of shareholders at which directors of the
Parent are to be elected or within 10 days of being notified of the record date
for such a meeting. If the Investors do not advise the Parent of the identity of
an Investor Nominee prior to such deadline, then the Investors will be deemed to
have nominated their incumbent nominee. 

(e)     The
parties acknowledge that the initial Investor Nominees are: (i) Dean Hollis and
(ii) Albert D. Bolles, and have been appointed to the Board of Directors as of
the date hereof. 

(f)     In
the event that an Investor Nominee shall cease to serve as a director of the
Parent, whether due to such Investor Nominee's death, disability, resignation or
removal, the Parent shall cause the Board of Directors to promptly appoint a
replacement Investor Nominee (who shall be a different person) designated by the
Investors to fill the vacancy created by such death, disability, resignation or
removal, provided that the Investor remains eligible to designate an Investor
Nominee and that the replacement Investor Nominee is acceptable to the Parent,
acting reasonably, and is an individual eligible to serve as a director pursuant
to applicable Law. 

(g)     Each
Investor Nominee shall be compensated for his or her service and reimbursed for
expenses related to such service consistent with the Parent's policies for
director compensation and reimbursement; provided that an Investor Nominee that
is a full-time employee of the Investors are not entitled to such compensation
but are entitled to such expense reimbursement. 

(h)     The Parent
shall indemnify an Investor Nominee and provide the Investor Nominee with
director and officer insurance to the same extent it indemnifies and provides
insurance for the members of the Board of Directors pursuant to
its organizational documents, applicable Law or otherwise. 




- 12 - 


	2.2 	
      Board Committees



So long
as the Investors are collectively entitled pursuant to Section 2.4 to designate
Investor Nominees, each Investor Nominee shall be eligible to serve on the
committees of the Board of Directors and the Parent shall use reasonably
commercial efforts to cause the Board of Directors to appoint one or both of the
Investor Nominees, if applicable, to each such committee to ensure that the
Investors have a proportionate representation on each such committee, provided
that the Investor Nominees satisfy the eligibility criteria for such committee,
including any requirements under applicable Laws, as determined by the Board of
Directors. 

	2.3 	
      Board Observer



(a)    
Subject to Section 2.4, the Investors shall be entitled collectively to
designate one individual (who may be an employee of the Investors or their
Affiliates) who is acceptable to the Parent, acting reasonably, (the "Board
Observer") to attend meetings of the Board of Directors, committee meetings
of the Board of Directors and any executive sessions, as a non-voting observer.
The Board Observer shall not have the right to vote at any meeting of the Board
of Directors or be counted towards determining whether there is quorum for such
meeting, but shall be entitled to participate in the discussions of the Board of
Directors, committee meetings of the Board of Directors and any executive
sessions. 

(b)     Subject to
Section 2.3(e), the Parent shall: 

	 	
      (i) 
	
      provide the Board Observer with notice, if any, of each
      meeting of the Board of Directors (telephonic or otherwise), in the same
      manner and at the same time as provided to the Board of
  Directors;

	 	
       
	 
	 	
      (ii) 
	
      provide to the Board Observer copies of all materials
      provided to the Board of Directors, in the same manner and at the same
      time as provided to the Board of Directors;

	 	
       
	 
	 	
      (iii) 
	
      provide to the Board Observer drafts of all resolutions
      proposed for signature by the Board of Directors (in lieu of a meeting)
      before such resolutions are so signed, in the same manner and at the same
      time as provided to the Board of Directors; and

	 	
       
	 
	 	
      (iv) 
	
      permit the Board Observer to attend each meeting of the
      Board of Directors (telephonic or otherwise), including, without
      limitation, any committee meeting of the Board of Directors or executive
      sessions, as an observer,



except with respect to materials or resolutions, or attendance
at such portions of any such meeting, in which (A) the subject matter relates to
a transaction, proceeding or matter in which the Investors or their Affiliates
or investee entities (other than the Parent) are or may be interested parties, and where the participation in such portion
of any such meeting by the Board Observer or access to Confidential Information
relating to the Parent would, upon the advice of counsel, give rise to a
conflict of interest between the Investors and the Parent, as determined by the
Board of Directors in its sole discretion, (B) the Board of Directors
determines, upon the advice of counsel, that such exclusion is reasonably
necessary to preserve solicitor-client privilege or (C) the Board of Directors
determines, upon the advice of counsel, that such exclusion is reasonably
necessary for the Parent or its subsidiaries to comply with their respective
confidentiality obligations. 




- 13 - 


(c)     The
Investors shall advise the Parent of the identity of the Board Observer that it
has designated, from time to time. The parties acknowledge that the initial
Board Observer is: Zachary Serebrenik. 

(d)     From
the date on which the Parent provides notice to the Investors or the Board
Observer of a bona fide claim or possible claim for a breach or threatened
breach by the Board Observer of the Observer Agreement, the Parent shall not be
required to comply with Section 2.3(b) unless and until such claim is abandoned
or resolved substantially in the Board Observer's favour. 

(e)     The
Board Observer will be required to execute the Observer Agreement before being
permitted to attend any meetings of the Board of Directors and/or being provided
with any materials provided to the Board of Directors. 

(f)     The
Investors shall be entitled to designate one alternate Board Observer, who shall
be acceptable to the Parent, acting reasonably, to attend meetings of the Board
of Directors, committee meetings of the Board of Directors and any executive
session, in the place of the Board Observer, provided that (i) the Investors
provide written notice of the identity of such alternate Board Observer to the
Board of Directors as soon as practicable prior to the meeting at which such
alternate Board Observer will attend, and (ii) such alternate Board Observer
shall have executed an Observer Agreement before being permitted to attend any
meetings of the Board of Directors and/or being provided with any materials
provided to the Board of Directors. For greater certainty, the Parent shall not
be required to comply with the timing requirements of Section 2.3(b) . 

(g)     The
Parent shall not be required to (i) pay any compensation to the Board Observer
or any alternate Board Observer or (ii) provide any indemnification, or maintain
coverage under any policies of directors' and officers' insurance, in favour of
the Board Observer or any alternate Board Observer; provided, however, that the
Parent shall reimburse any reasonable costs or expenses incurred by the Board
Observer or any alternate Board Observer in connection with his or her
attendance at meetings of the Board of Directors, committee meetings of the
Board of Directors or any executive sessions. 

	2.4 	
      Expiry of Board Nomination and Observer
      Rights



The
rights granted to the Investors and the obligations of the Parent under this
Article 2 shall terminate and be of no further force or effect on the earlier
of: 




- 14 -

(a)     the
first day following the date on which the As-Exchanged Ownership of the
Investors is less than 5%; or 

(b)     the
day that is 30 days following the delivery of a written notice from the
Investors to the Parent terminating all of the rights granted to the Investors
and the obligations of the Parent under this Article 2, which written notice
shall be deemed to constitute notice of the termination of the rights granted to
the Investors and the obligations of the Parent under Article 3 in accordance
with the requirements of Section 3.4(b) . 

ARTICLE 3 
GOVERNANCE AND PMO
RIGHTS

	3.1 	
      Governance Rights



Subject
to Section 3.4, the Parent shall not, and shall ensure that its subsidiaries
shall not, as applicable, without the prior written consent of the Investors:


	 	(a) 	
      so long as more than 10% of the Purchased Preferred
      Shares remain outstanding, create (by reclassification or otherwise) any
      new class or series of shares of the Parent having rights, preferences or
      privileges senior to or on parity with the Preferred Shares assuming that
      such Preferred Shares had been issued at the level of the
Parent;

	 	 	 
	 	(b) 	
      amend its articles to increase or decrease any maximum
      number of authorized Special Voting Shares, or to increase any maximum
      number of authorized shares of a class or series having rights or
      privileges equal or superior to the Special Voting Shares;

	 	 	 
	 	(c) 	
      amend its articles to effect an exchange,
      reclassification or cancellation of all or part of the Special Voting
      Shares;

	 	 	 
	 	(d) 	
      create a new class or series of shares having rights
      equal or superior to the Special Voting Shares;

	 	 	 
	 	(e) 	
      increase the size of the Board of Directors;

	 	 	 
	 	(f) 	
      declare or pay any dividends on any capital stock of the
      Parent, other than regular quarterly dividends;

	 	 	 
	 	(g) 	
      redeem, acquire, purchase or otherwise retire for value
      (except for repurchases of Common Shares issued under the Parent's stock
      incentive programs upon termination of employment to the extent permitted
      by the terms of the indebtedness of Parent and its subsidiaries) any
      shares of capital stock of the Parent;

	 	 	 
	 	(h) 	
      create, incur, guarantee, assume or issue any New
      Indebtedness in excess of $50 million, except for (i) refinancing of the
      Indebtedness (as defined in the applicable Closing Date Credit Facility)
      outstanding under any Closing Date Credit
Facility or (ii) incurrence of any Indebtedness (as defined in the
applicable Closing Date Credit Facility) permitted under any Closing Date Credit
Facility, including for certainty any Indebtedness in respect of any Revolving
Commitment Increase (as defined in the ABL Loan Agreement); 








- 15 - 


	 	(i) 	
      at any time prior to the third anniversary of the Closing
      Date, acquire or divest or agree to acquire or divest in one or more
      series of transactions the stock or other equity interest in, or assets
      of, any Person for consideration in excess of $100 million, whether
      payable in cash, securities or otherwise;

	 	 	 
	 	(j) 	
      enter into any contract, agreement, commitment or
      transaction that would prohibit or restrict the ability of the Parent or
      the Issuer, as applicable, to perform any of their respective obligations
      with respect to the Preferred Shares or the Special Voting Shares in any
      material respect; and

	 	 	 
	 	(k) 	
      effect any voluntary liquidation, dissolution or winding
      up of the Parent or the Issuer.




	3.2 	
      Additional Governance
  Right



Notwithstanding Section 3.4, for so long as the Investors and their Affiliates
hold any Preferred Shares, the Parent shall not, and shall ensure that its
subsidiaries shall not, as applicable, without the prior written consent of the
Investors, enter into or effect any transaction, other than a Change of Control,
if such transaction would result in the Common Shares no longer being listed on
any Securities Exchange. 

	3.3 	
      PMO Representatives



(a)    
Subject to Section 3.4, the Investors shall be entitled to designate up to two
representatives of the Investors (the "PMO Representatives") who will (i)
receive such financial and other information relating to the operations of the
Parent and its subsidiaries as may be reasonably requested by such PMO
Representatives and (ii) be provided with reasonable access to senior management
of the Parent and the Board of Directors for the purposes of developing and
implementing a structured project management office (the "PMO") and value
creation program for the benefit of the Parent and its subsidiaries. 

(b)     The
Investors shall advise the Parent of the identity of the PMO Representatives who
it has designated, from time to time. 

(c)     All
PMO Representatives will be required to execute non-disclosure agreements in a
form reasonably acceptable to the Parent before being provided with any
information and/or access contemplated by Section 3.3(a) . 

	3.4 	
      Expiry of Governance and PMO
  Rights



The
rights granted to the Investors and the obligations of the Parent under this
Article 3 shall terminate and be of no further force or effect on the earlier
of: 




- 16 - 

(a)     the
first day following the date on which the Ownership of the Investors is less
than 50%; or 

(b)     the
day that is 30 days following the delivery of a written notice from the
Investors to the Parent terminating all of the rights granted to the Investors
and the obligations of the Parent under this Article 3, which written notice
shall be deemed to constitute notice of the termination of the rights granted to
the Investors and the obligations of the Parent under Article 2 in accordance
with the requirements of Section 2.4(b) . 

ARTICLE 4 
PARTICIPATION
RIGHT

	4.1 	
      Participation Right



(a)    
Subject to Section 4.2, the Parent agrees that if the Parent issues for cash
consideration any Common Shares or other securities that are convertible into or
exchangeable for Common Shares (such securities other than Common Shares,
collectively, "Subject Securities"), other than pursuant to an Exempt
Issuance (any such issuance, a "Subsequent Offering"), then the Parent
shall, promptly following the announcement of such Subsequent Offering,
provide a written notice (the "Subsequent Offering Notice") to the
Investors setting out: (i) the number of Common Shares or Subject Securities
issued or to be issued; (ii) the material terms and conditions of any Subject
Securities issued or to be issued; (iii) the subscription price per Common Share
or Subject Security issued or to be issued by the Parent under such Subsequent
Offering, as applicable; and (iv) the proposed closing date for the issuance of
Common Shares or Subject Securities to the Investors, assuming exercise of the
Participation Right by the Investors, which closing date shall be at least 10
days following the date of such notice, or such other date as the Parent and the
Investors may agree. 

(b)    
Subject to Section 4.1(c) and the receipt of all required regulatory approvals
and compliance with applicable Laws, the Parent agrees that the Investors have
the right (the "Participation Right"), upon receipt of a Subsequent
Offering Notice, to subscribe for and to be issued, on a private placement
basis, and substantially on the terms and conditions of such Subsequent
Offering: 

	 	(i) 	
      in the case of a Subsequent Offering of Common Shares,
      such number of Common Shares that will allow the Investors to maintain the
      As - Exchanged Ownership of the Investors immediately prior to completion
      of the Subsequent Offering; and

	 	 	 
	 	(ii) 	
      in the case of a Subsequent Offering of Subject
      Securities, such number of Subject Securities that will (assuming
      conversion or exchange of all of the convertible or exchangeable Subject
      Securities issued in connection with the Subsequent Offering and the
      convertible or exchangeable Subject Securities issuable pursuant to this
      Section 4.1) allow the Investors to maintain the As-Exchanged Ownership of
      the Investors immediately prior to the completion of the Subsequent
      Offering, in each case, for greater certainty, after giving effect to any
Common Shares or Subject Securities acquired by the Investors or any Affiliate
thereof as part of the Subsequent Offering, other than pursuant to the exercise
of the Participation Right.








- 17 - 


(c)     If
the Investors wish to exercise the Participation Right in respect of a
particular Subsequent Offering, the Investors shall give written notice to the
Parent (the "Exercise Notice") of the exercise of such right and of the
number of Common Shares or Subject Securities, as applicable, that the Investors
wishes to purchase (subject to the limits prescribed by Section 4.1(b)), within
five days after the date of receipt of the Subsequent Offering Notice (the
"Exercise Notice Period"), failing which the Investors will not be
entitled to exercise the Participation Right in respect of such Subsequent
Offering. Each Exercise Notice of the Investors shall set forth the aggregate
number of each class of securities of the Parent owned or controlled by each
Investor as of the date of such Exercise Notice. The Investors shall be entitled
to allocate the Common Shares or Subject Securities to be acquired pursuant to
this Section 4.1 among the Investors as specified by the Investors in the
Exercise Notice (the "Investor Allocation"). 

(d)     If
the Parent receives a valid Exercise Notice from the Investors within the
Exercise Notice Period, then the Parent shall issue to the Investors in
accordance with the Investor Allocation against payment of the subscription
price payable in respect thereof, that number of Common Shares or Subject
Securities, as applicable, set forth in the Exercise Notice, subject to the
receipt and continued effectiveness of all required regulatory and other
approvals on terms and conditions satisfactory to the Parent, acting reasonably,
which approvals the Parent shall use reasonable commercial efforts to obtain,
and subject to compliance with applicable Laws and to the limits prescribed by
Section 4.1(b) and provided that such issuance can be legally effected without
the requirement to file any additional prospectus or registration statement
under applicable Securities Laws. 

(e)     The
closing of the exercise of the Participation Right by the Investors will take
place on the date set out in the Subsequent Offering Notice. If the closing of
the exercise of the Participation Right has not been completed by the end of the
applicable period (or such earlier or later date as the parties may agree),
provided that the Parent has used its reasonable commercial efforts to obtain
all required regulatory and other approvals, then the Exercise Notice will be
deemed to have been irrevocably withdrawn and the Parent will have no obligation
to issue any Common Shares or Subject Securities, as applicable, pursuant to
such exercise of the Participation Right. 

(f)     If
the Parent is paying the costs and expenses incurred by purchasers of Common
Shares or Subject Securities (other than the Investors) in connection with any
Subsequent Offering, the Parent shall a proportionate amount of the costs and
expenses incurred by the Investors in connection with such Subsequent Offering,
on substantially similar terms. 

	4.2 	
      Expiry of Participation
  Right



The
Participation Right and the obligations of the Parent under this Article 4 shall
terminate and be of no further force or effect on the first day following the
date on which the Ownership of the Investors is less than 50%. 




- 18 - 

ARTICLE 5 
REGISTRATION
RIGHTS

	5.1	
      Meaning of
"Investors"



For
purposes of this Article 5, "Investors" shall mean the Investors and their
permitted assigns of the Registrable Shares pursuant to Section 7.4(b) and any
Demand Registration Request or Piggyback Request shall only be accepted by the
Parent if such Demand Registration Request or Piggyback Request has been
provided on behalf of holders of at least a majority of the Registrable Shares.


	5.2 	
      Demand
Registrations



(a)     The
Investors may request the Parent to use commercially reasonable efforts to
effect a Registration of all or part of their Registrable Shares (such
Registration being hereinafter referred to as a "Demand Registration") by
filing a registration statement under the U.S. Securities Act and a prospectus
under Canadian Securities Acts (including, if eligible, a shelf registration
statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under
National Instrument 44-102 – Shelf Distributions). Any such request shall be
made by notice in writing (a "Demand Registration Request") to the
Parent. The Parent shall as soon as practical, and in any event within 60 days,
in the case of a registration statement to be filed on Form S-1, and 30 days, in
the case of a registration statement to be filed on Form S-3, of receipt of a
Demand Registration Request, file a registration statement covering all of the
Registrable Securities that the Investors requested to be registered and use its
commercially reasonable efforts to cause such registration statement to become
effective as soon as practicable.

(b)     The Parent
shall not be obliged to effect: 

	 	(i) 	
      more than an aggregate of two Demand Registrations in any
      one 12-month period (provided, however, that a registration shall not be
      deemed "effected" for purposes of this section until such time as the
      applicable registration statement has been declared effective by the SEC
      and the applicable final prospectus has been receipted by the relevant
      Canadian Securities Commission);

	 	 	 
	 	(ii) 	
      a Demand Registration in the event the Parent determines
      in good faith that either (A) the effect of the filing of a prospectus or
      registration statement could impede the ability of the Parent to
      consummate a significant transaction (including, without limitation, a
      financing, an acquisition, a restructuring or a merger) or proceed with
      negotiations or discussions in relation thereto, or (B) there exists at
      the time material non- public information relating to the Parent or its
      subsidiaries the disclosure of which the Parent believes would be
      materially adverse to the Parent and its subsidiaries, taken as a whole;
      in which case the Parent's obligations under this Section 5.1 shall be
      deferred for a period of not more than 90 days from the date of receipt of
      the Demand Registration Request of the Investors, provided that the Parent
      shall not be permitted to defer the filing of a prospectus under this Section 5.1 more than two times in
any 12-month period; 








- 19 - 


	 	(iii) 	
      a Demand Registration in respect of a number of
      Registrable Shares that is expected to result in gross proceeds of less
      than $20 million; or

	 	 	 
	 	(iv) 	
      a Demand Registration before the 90th day following the
      date on which (A) a receipt was issued to the Parent with respect to any
      final prospectus filed by the Parent or (B) a registration statement filed
      by the Parent became effective.



(c)     The
Investors may request the Parent to use commercially reasonable efforts to
effect a shelf registration statement or file and obtain a receipt for a shelf
prospectus, which registration statement or prospectus contemplates sales or
distributions of Registrable Shares, provided that any such request shall not
constitute a Demand Registration, unless accompanied by a Demand Registration
Request.

(d)     The
lead underwriter or underwriters for any offering in connection with a Demand
Registration shall be selected by the Investors and shall be reasonably
acceptable to the Parent. 

(e)     The
Parent shall be entitled to include for sale in any prospectus or registration
statement filed pursuant to a Demand Registration any securities of the Parent
to be sold by the Parent for its own account unless the underwriters advise the
Parent that the aggregate amount of securities requested to be included in such
offering is sufficiently large to have a material adverse effect on the
distribution or sales price of the Registrable Shares in such offering in which
case the Parent will include in such Demand Registration, to the extent of the
amount that the underwriter believes may be sold without causing such material
adverse effect, first the Registrable Shares requested to be included by the
Investors and second, securities offered by the Parent for its own account. 

	5.3 	
      Demand Registration
  Request



Any
Demand Registration Request delivered by the Investors pursuant to Section 5.1
hereof shall: 

	 	(a) 	
      specify the number of Registrable Shares which they
      intend to offer and sell;

	 	 	 
	 	(b) 	
      express the intention of the Investors to offer or cause
      the offering of such Registrable Shares;

	 	 	 
	 	(c) 	
      describe the nature or methods of the proposed offer and
      sale thereof and whether the Registration is to be effected in Canada
      and/or the United States;

	 	 	 
	 	(d) 	
      contain the undertaking of the Investors and any
      applicable Affiliate thereof to provide all such information regarding
      their Common Share holdings and the proposed manner of distribution
      thereof, as may be required in order to permit the Parent to comply with
      all Securities Laws; and







- 20 - 

	 	(e) 	
      specify whether such offer and sale shall be made by an
      underwritten public offering.




	5.4 	
      Piggyback
Registrations



(a)     If
the Parent proceeds with the preparation and filing of a prospectus in Canada or
a registration statement in the United States in connection with a proposed
distribution by Parent of any of its securities for its own account, or for the
account of any other securityholder whether pursuant to the exercise of
registration rights by such other securityholder or otherwise, the Parent shall
give written notice thereof to the Investors as soon as practicable (the
"Piggyback Notice"). In such event, the Investors shall be entitled, by
notice (the "Piggyback Request") in writing given to the Parent within
three Business Days after the receipt of the Piggyback Notice, to request that
the Parent cause any or all of the Registrable Shares held by the Investors to
be included in such prospectus or registration statement (such qualification
being hereinafter referred to as a "Piggyback Registration"). The
Investors shall specify in the Piggyback Request the number of Registrable
Shares which the Investors intend to offer and sell and include the undertaking
of the Investors and any applicable Affiliate thereof to provide all such
information regarding their Common Share holdings and the proposed manner of
distribution of the Registrable Shares, as may be required in order to permit
the Parent to comply with all Securities Laws. 

(b)     The
Parent shall include in each such Piggyback Registration all such Registrable
Shares as directed by the Investors. Notwithstanding the foregoing, the Parent
shall not be required to include all such Registrable Shares in (i) any such
distribution by the Parent for its own account if the Parent is advised by its
lead underwriter or underwriters that the inclusion of all such Registrable
Shares and securities of any other securityholder may have a material adverse
effect on the distribution or sales price of the securities being offered by the
Parent, in which case, the number of Registrable Shares and the securities of
the other securityholder to be included in such registration statement or
prospectus shall each be reduced, as necessary, on a pro rata basis, or
(ii) any such distribution by any other securityholders, if the other
securityholders are advised by their lead underwriter or underwriters that the
inclusion of all such Registrable Shares may have a material adverse effect on
the distribution or sales price of the securities being offered by such other
securityholders, in which case, the number of Registrable Shares and securities
of any other securityholders shall be reduced, as necessary, on a pro
rata basis. 

(c)     The
Parent may, at any time prior to the issuance of a receipt for a final
prospectus or the effectiveness of any registration statement in connection with
a Piggyback Registration, at its sole discretion and without the consent of the
Investors, withdraw such prospectus and registration statement, as applicable,
and abandon the proposed distribution in which the Investors have requested to
participate pursuant to the Piggyback Request. 

	5.5 	
      Registration
Expenses



All
Registration Expenses incurred in connection with any Demand Registration or
Piggyback Registration, and the offering of Registrable Shares related thereto,
shall be paid by the Parent; provided, however, that the Investors shall pay all
fees, discounts and commissions payable to any underwriter, investment bank, manager or agent
and the fees and disbursements of counsel to any underwriter, investment bank,
manager or agent in connection with the distribution of the Registrable Shares
to the extent that such fees and disbursements of counsel to any underwriter,
investment bank, manager or agent are not assumed by such underwriter,
investment bank, manager or agent in connection with such distribution. For the
avoidance of doubt, all fees, discounts and commissions payable to any
underwriter, investment bank, manager or agent and the fees and disbursements of
counsel to any underwriter, investment bank, manager or agent in connection with
the distribution of the Registrable Shares shall be paid by the Investors and
the Parent pro rata according to the dollar value of Registrable Shares, on the
one hand, and other securities, on the other hand, is of the total dollar value
of the securities that are registered or qualified for distribution.




- 21 - 


	5.6	
      Registration
Procedures



The
procedures in Schedule 5.6 shall apply to each Demand Registration and Piggyback
Registration, as applicable. 

	5.7 	
      Indemnification



(a)     By
the Parent. Parent agrees to indemnify and hold harmless, to the maximum
extent permitted by law, each holder of Registrable Shares, such holder's
officers and directors, employees, agents and representatives, and each Person
who controls such holder (within the meaning of the U.S. Securities Act)
(collectively, the "Investor Indemnified Parties") against all losses
(other than loss of profit in connection with the distribution of the
Registrable Shares), claims, actions, damages, liabilities and expenses
(including with respect to actions or proceedings, whether commenced or
threatened, and including reasonable attorney fees and expenses) caused by,
resulting from, arising out of, based upon or related to any of the following
statements, omissions or violations by the Parent: (i) any untrue or alleged
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto, in respect of a Demand Registration or Piggyback Registration, or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) any violation
or alleged violation by the Parent of the Securities Laws or any rule or
regulation promulgated thereunder applicable to the Parent and relating to
action or inaction required of the Parent in connection with any such
registration, qualification or compliance. In addition, the Parent will
reimburse such Investor Indemnified Party for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such losses. Notwithstanding the foregoing, the Parent shall not be liable in
any such case to the extent that any such losses result from, arise out of, are
based upon, or relate to an untrue statement or alleged untrue statement, or
omission or alleged omission, made in such registration statement, any such
prospectus, preliminary prospectus or any amendment or supplement thereto, or in
any application, in reliance upon, and in conformity with, written information
prepared and furnished in writing to the Parent by such Investor Indemnified
Party expressly for use therein or by such Investor Indemnified Party's failure
to deliver a copy of the registration statement or prospectus or any amendments
or supplements thereto after the Parent has furnished such Investor Indemnified
Party with a sufficient number of copies of the same. 




- 22 - 

(b)     By
the Investors. In connection with any registration statement or prospectus
in which an Investor is participating, each such Investor shall furnish to the
Parent in writing such information as the Parent reasonably requests for use in
connection with any such registration statement or prospectus. Each Investor
agrees to indemnify and hold harmless, to the maximum extent permitted by law,
the Parent, its directors and officers, employees, agents and representatives
and each Person who controls the Parent (within the meaning of the U.S.
Securities Act) (collectively, the "Parent Indemnified Parties") against
all losses (other than loss of profit in connection with the distribution of the
Registrable Shares), claims, actions, damages, liabilities and expenses
(including with respect to actions or proceedings, whether commenced or
threatened, and including reasonable attorney fees and expenses) caused by,
resulting from, arising out of, based upon or related to any of the following
statements, omissions or violations by the Investors: (i) any untrue or alleged
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is contained in any
information furnished in writing by such Investor; or (ii) any violation or
alleged violation by the Investor of the Securities Laws or any rule or
regulation promulgated thereunder applicable to the Investor and relating to
action or inaction required of the Investor in connection with any such
registration, qualification or compliance. In addition, the Investors will
reimburse such Parent Indemnified Party for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such losses. Notwithstanding the foregoing, the obligation of the Investors to
indemnify shall be individual, not joint and several, for each Investor and
shall be limited to the net amount of proceeds received by such Investor from
the sale of Registrable Shares pursuant to such registration statement. 

(c)    
Claim Procedure. Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give
prompt notice shall not impair any Person's right to indemnification hereunder
only to the extent such failure has not prejudiced the indemnifying party) and
(ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent shall not be unreasonably withheld, conditioned or delayed).
An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the opinion of outside counsel to any
indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim. In
such instance, the conflicted indemnified parties shall have a right to retain
one separate counsel, chosen by the holders of a majority of the Registrable
Shares included in the registration if such holders are indemnified parties, at
the expense of the indemnifying party. 

(d)    
Non-exclusive Remedy; Survival. The indemnification and contribution
provided for under this Agreement shall be in addition to any other rights to
indemnification or contribution that any indemnified party may have pursuant to
law or contract and shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and shall survive the
transfer of Registrable Shares and the termination or expiration of this
Agreement. 




- 23 - 


(e)    
Contribution. The Parent and the Investors also agree to make such
provisions, as are reasonably requested by any indemnified party, for
contribution to such party in the event the Parent's or the Investors', as
applicable, indemnification is unavailable for any reason. Such provisions shall
provide that the liability amongst the various Persons shall be allocated in
such proportion as is appropriate to reflect the relative fault of such Persons
in connection with the statements or omissions which resulted in losses (the
relative fault being determined by reference to, among other things, which
Person supplied the information giving rise to the untrue statement or omission
and each Person's relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission) and, only
if such allocation is not respected at law, would other equitable
considerations, such as the relative benefit received by each Person from the
sale of the securities, be taken into consideration. Notwithstanding the
foregoing, (i) no Investor shall be required to contribute any amount in excess
of the proceeds received by such Investor in the transaction at issue and (ii)
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the U.S. Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. 

(f)   
 Release. No indemnifying party shall, except with the consent of
the indemnified party, consent to the entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation. 

	5.8 	
      Expiry of Registration
  Rights



The
Demand Registration rights and Piggyback Registration rights granted to the
Investors pursuant to this Article 5 shall terminate and be of no further force
or effect on the first day following the date on which the As-Exchanged
Ownership of the Investors is less than 5%. 

	5.9 	
      Grant of Registration Rights to
    Others



The
Parent covenants and agrees that, so long as the Demand Registration rights and
Piggyback Registration rights granted to the Investors pursuant to this Article
5 have not expired, the Parent will not grant to any Person rights of
registration that are on terms and conditions, taken as a whole, more favourable
than the Demand Registration rights and Piggyback Registration rights granted to
the Investors pursuant to this Article 5, taken as a whole, unless the Parent
offers such rights of registration to the Investors. 

ARTICLE 6 
COVENANTS OF THE
PARTIES

	6.1 	
      Shareholder Meeting



(a)     The
Investors may request in writing (a "Shareholder Meeting Request") that
the Parent use commercially reasonable efforts to obtain approval by the
shareholders of the Parent of a resolution to remove the Beneficial Ownership
Exchange Cap and the Voting Cap (as defined in the Voting Trust Agreement) and
to waive the application of the Shareholder Rights Plan to the acquisition by
the Investors of beneficial ownership of the Special Voting Shares and those
Common Shares which are issuable or deliverable to the Investors upon exchange
of the Preferred Shares (collectively, the "Shareholder Approval"). 




- 24 - 


(b)     If a
Shareholder Meeting Request is received by the Parent prior to January 31 in any
year, the Parent will propose, and use commercially reasonable efforts to obtain
the Shareholder Approval at the Parent's next regularly scheduled annual general
meeting of shareholders following such request, to be held no later than June 30
of such year. If a Shareholder Meeting Request is received after January 31 in
any year, the Parent will propose, and use commercially reasonable efforts to
obtain the Shareholder Approval at the first shareholders' meeting following
such next regularly scheduled annual general meeting of shareholders.

(c)     The
Board of Directors shall recommend that the shareholders of the Parent provide
the Shareholder Approval at the Parent's next regularly scheduled annual general
meeting (if a Shareholder Meeting Request is obtained by January 31, 2017) and,
subject to the directors' fiduciary duties, at each subsequent shareholders'
meeting at which the Shareholder Approval is sought.

	6.2 	
      Earnings Release



The
Parent shall, in connection with its earnings release for the quarterly period
ended September 30, 2016 (the "Earning Release"), cooperate with the
Investors and otherwise use commercially reasonable efforts to include in such
Earnings Release any material, non-public information provided to the Investors
prior to the date hereof in connection with the transaction contemplated under
the Transaction Agreements that was not previously publicly disclosed by the
Parent. 

	6.3 	
      Excluded Matters



During
the Standstill Period, each Investor covenants and agrees with the Parent that
it shall not exercise any voting rights attached to Common Shares beneficially
owned or controlled by the Investors and its Affiliates in connection with any
proposal submitted to the shareholders of the Parent in respect of any
amendment, waiver, renewal or replacement of the Parent's Shareholder Rights
Plan. At no time shall the Investors exercise any voting rights attached to
Common Shares beneficially owned or controlled by the Investors and its
Affiliates to obtain any Shareholder Approval. 

	6.4 	
      Regulatory Approval



The
Parent and the Investors agree that, at the request of the other party, from
time to time, they shall cooperate with and assist each other to determine
whether a Regulatory Approval is applicable or would be required in connection
with the exercise of voting rights pursuant to the Special Voting Shares or the
exercise of Beneficiary Votes (as defined in the Voting Trust Agreement) by the
Investors and their Affiliates pursuant to the Voting Trust Agreement, and
whether the exercise of such voting rights must be limited in accordance with
the terms of the Voting Trust Agreement pending receipt of such
Regulatory Approval, including in each case cooperation from the Parent and the
Investors in providing each other with such financial and other information as
is required to assess whether the size of the transaction, size of the parties
or other thresholds applicable to the determination of whether a Regulatory
Approval is required are attained. Notwithstanding the foregoing, it is agreed
by the parties that the Investors and their Affiliates shall not be required to
apply for a Regulatory Approval in connection with the exercise of Beneficiary
Votes if such Beneficiary Votes are limited to the Regulatory Voting Cap (as
defined in the Voting Trust Agreement). 




- 25 - 


	6.5 	
      Standstill



(a)   
 During the Standstill Period, each Investor covenants and agrees with the
Parent that (A) the Investor shall not, (B) none of the Investor's Affiliates
shall, (C) the Investor shall not permit any of its Affiliates to, and (D)
neither the Investor nor any of its Affiliates shall authorize, permit, assist
or encourage any of the directors, officers or employees of the Investor or its
Affiliates to, in each case, directly or indirectly, alone or acting jointly or
in concert with any other Person to: 

	 	
      (i) 
	
      acquire, agree to acquire, or offer or propose to
      acquire, whether by means of a purchase, tender or exchange offer, merger,
      business combination or in any other manner, beneficial ownership as
      defined in Rule 13d-3 under the U.S. Exchange Act of any securities of the
      Parent or its Affiliates, or ownership of any indebtedness of the Parent
      or its Affiliates, including any rights or options to acquire such
      ownership (including from any third party);

	 	
       
	 
	 	
      (ii) 
	
      offer or propose, or seek to effect, any merger,
      consolidation, acquisition of stock or assets, recapitalization,
      restructuring, liquidation, dissolution or other extraordinary transaction
      with respect to or involving the Parent or its Affiliates;

	 	
       
	 
	 	
      (iii) 
	
      initiate, or induce or attempt to induce any other person
      or "group" (as defined in Section 13(d)(3) of the U.S. Exchange Act) to
      initiate, any shareholder proposal or tender offer for any securities of
      the Parent or its Affiliates, any change of control of the Parent or its
      Affiliates or the convening of a shareholders' meeting of the Parent or
      its Affiliates for any purpose;

	 	
       
	 
	 	
      (iv) 
	
      propose or seek to influence, change or control the
      management, the board of directors, governing instruments or policies or
      affairs of the Parent or its Affiliates, or seek or obtain representation
      on the board of directors of the Parent or its Affiliates, other than
      through Investor Nominees acting in such capacity in the bona fide best
      interests of the Parent or in connection with PMO initiatives, including
      in each case, without limitation, by means of a "solicitation" of
      "proxies" (as such terms are defined in Rule 14a-1 of Regulation 14A
      promulgated pursuant to Section 14 of the U.S. Exchange Act, disregarding
      clause (iv) of Rule 14a-1(l)(2) and including
any otherwise exempt solicitation pursuant to Rule 14a-2(b)),
contacting any Person relating to any of the matters set forth in this clause
(d) or seeking to influence, advise or direct the vote of any holder of voting
securities of the Parent or its Affiliates or publicly making a request of the
Parent or its Affiliates; or 








- 26 -


	 	(v) 	
      knowingly advise, assist or encourage any other Person in
      connection with any of the matters set forth in this Section 6.5(a)
    .



(b)    
Notwithstanding the foregoing, each Investor and its Affiliates shall not be
limited in any way from acquiring or offering to acquire, directly or
indirectly, any company or business unit thereof that beneficially owns
securities of the Parent or its Affiliates so long as (i) such entity's prior
acquisition of such securities was not made directly or indirectly on behalf of
the Investor and (ii) such entity's ownership of such securities was not a
primary factor in the decision to consummate such transaction. 

(c)    
Notwithstanding the foregoing but subject to the Shareholder Rights Plan, the
Investors and their Affiliates shall not be restricted from (i) acquiring
securities with the prior written consent of the Parent, (ii) acquiring
securities in accordance with the Preferred Share Terms or pursuant to Section
4.1, (iii) participating in rights offerings conducted by the Parent, (iv)
receiving stock dividends or similar distributions made by the Parent, (v)
pursuant to an agreement with the Parent and with the consent of the Board of
Directors, acquiring Common Shares pursuant to a formal tender offer or
take-over bid in accordance with applicable Laws and the requirements of the
Shareholder Rights Plan for additional Common Shares which when aggregated with
the existing Exchange Common Shares beneficially held and controlled by the
Investors (including the number of Exchange Common Shares deliverable upon
exchange of the Purchased Preferred Shares at such time plus the number of
Exchange Common Shares that may become deliverable upon exchange from such time
until October 1, 2025 (assuming all dividends are paid until October 1, 2025 in
kind and using the Exchange Rate in effect on the date of such agreement with
the Parent) does not exceed 27% of the outstanding Common Shares (on a partially
diluted basis after taking into account the number of Exchange Common Shares
deliverable upon exchange of the Purchased Preferred Shares at such time plus
the number of Exchange Common Shares that may become deliverable upon exchange
from such time until October 1, 2025 (assuming all dividends are paid until
October 1, 2025 in kind and using the Exchange Rate in effect on the date of
such agreement with the Parent), (vi) tendering Common Shares to a take-over bid
for the Common Shares that the Board of Directors has affirmatively recommended
that holders of Common Shares accept, (vii) disposing of Common Shares by
operation of a statutory amalgamation, statutory arrangement or other statutory
procedure involving the Parent, or (viii) acquiring any Additional Market Shares
on or before October 7, 2017. 

	6.6 	
      Lock-Up



The
Investors will not, and will not permit any Affiliate to, directly or indirectly
transfer, sell, assign, gift, pledge, encumber, hypothecate, mortgage, or
otherwise dispose of (including through the sale or purchase of options or other
derivative instruments with respect to any Purchased Preferred Shares or
Exchange Common Shares or otherwise) all or any portion of any Purchased Preferred Shares and Exchange Common Shares,
beneficially owned or controlled by them, prior to April 7, 2018, except: 




- 27 - 


	 	(a) 	
      to an Affiliate and in accordance with Section 7.4
      hereof;

	 	 	 
	 	(b) 	
      pursuant to a formal take-over bid (that the Board of
      Directors has affirmatively recommended that holders of Common Shares
      accept), formal issuer bid, statutory amalgamation, statutory arrangement
      or other statutory procedure involving the Parent;

	 	 	 
	 	(c) 	
      in accordance with the Preferred Share Terms and/or the
      Exchange Agreement; or

	 	 	 
	 	(d) 	
      with the Parent's consent, which consent may be withheld
      in its sole discretion.




	6.7 	
      Ownership
Certificate



(a)     The
Investors agree to deliver to the Parent a written certificate signed by a
senior officer of each Investor (the "Ownership Certificate"), certifying
the Ownership of the Investors, as at the date of such certificate, such
Ownership Certificate to be delivered to the Parent as reasonably requested from
time to time.

(b)     The
Investors shall promptly notify the Parent in writing if the Ownership of the
Investors is less than 50% and if the As-Exchanged Ownership of the Investors is
less than 5%. 

	6.8 	
      Reporting Covenant



(a)     As
long as the Investors own Registrable Shares, the Parent, at all times while it
shall be reporting under the U.S. Exchange Act, covenants to use commercially
reasonable efforts to file timely (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the
Parent pursuant to Sections 13(a) or 15(d) of the U.S. Exchange Act.

	6.9 	
      Confidentiality



(a)     The
Investors will, and will cause their Representatives to, keep confidential and
will treat confidentially all Confidential Information. Each of the Investors
agrees that it will, and will cause their Representatives to, not disclose or
use, for itself or for the benefit of any other Person, any Confidential
Information. Notwithstanding the preceding sentence, during the Standstill
Period the Investors shall be permitted to disclose Confidential Information to
their Representatives for the purpose of allowing the Investors to provide
advice and assistance to the Parent and its subsidiaries in respect of the
operations of the Parent and its subsidiaries and for no other purpose. 

(b)     As a
condition to the furnishing of Confidential Information to a Representative of
the Investors, the Investors shall advise such Representative of the
confidential nature of the information disclosed and ensure that the
Representative is bound by an obligation of confidentiality sufficient to ensure
compliance with the terms of this Agreement. The Investors agree that they will
be fully responsible for any breach or non-compliance of any of the provisions of this Agreement by their Representatives. In addition, the Investors will take all commercially
reasonable steps including the obtaining of suitable undertakings, to ensure
that Confidential Information is not disclosed to any other Person or used in a
manner contrary to this Agreement, and promptly notify the Parent of any
unauthorized disclosure of Confidential Information or breach of this Agreement. 




- 28 - 


(c)     The
Investors hereby acknowledge that Securities Laws impose restrictions on their
ability to purchase, sell, trade or otherwise transfer securities of the Parent
until such time as material, non-public information received by the Investors
becomes publicly available or is no longer material and the Investors further
hereby agree to comply with all such restrictions and to inform those of its
Representatives provided with any Confidential Information of such restrictions.


(d)     The
term Confidential Information shall exclude: (i) any information that was
generally available to the public prior to the date hereof, and (ii) any
information that becomes generally available to the public (through no violation
hereof by the Investors, their Representatives or by any other Person of its
obligations to keep confidential any Confidential Information); provided that a
combination of information shall not be considered public merely because
individual elements thereof are in the public domain, unless the actual
combination of all the elements is in the public domain. 

(e)    
Nothing in this Section 6.8 is to be construed as granting the Investors any
title, ownership, license or other right of interest with respect to the
Confidential Information. The Parent retains all right, title and interest in
and to the Confidential Information. 

(f)     If
the Investors are requested or required to disclose any Confidential Information
in connection with any legal or administrative proceeding or investigation, or
are required by Law to disclose any Confidential Information, the Investors will
provide the Parent with prompt written notice of any such request or
requirement, unless prohibited by Law, so that the Parent has an opportunity to
seek a protective Order or other appropriate remedy or waive compliance with the
provisions of this Section 6.8. If timely notice cannot be given, the Investors
agree to make reasonable efforts to seek a protective Order or confidential
treatment from the applicable Governmental Entity for such information. If the
Parent waives compliance with the provisions of this Section 6.8 with respect to
a specific request or requirement, the Investors shall disclose only that
portion of the Confidential Information that is covered by such waiver and which
is necessary to disclose in order to comply with such request or requirement. If
(in the absence of a waiver by the Parent) the Parent has not secured a
protective Order or other appropriate remedy, and the Investors are nonetheless
then legally compelled to disclose any Confidential Information, the Investors
may, without liability hereunder, disclose only that portion of the Confidential
Information that is necessary to be disclosed. 

(g)     At
any time upon written request by the Parent, the Investors shall, and shall
cause their Representatives to, promptly return to the Parent or promptly
destroy all Confidential Information (including, electronic copies) supplied by
the Parent to the Investors and their Representatives, without retaining any
copy thereof, other than pursuant to standard back-up and emergency recovery
procedures, and the Investors shall promptly destroy all Confidential
Information prepared by or on behalf of the Investors or their Representatives,
together with copies thereof (including, without limitation, electronic
copies), except that the Investors shall be entitled to retain copies of the
Confidential Information as necessary to comply with applicable Law or with
standard back-up or emergency recovery procedures.




- 29 - 


(h)    
Notwithstanding the return or destruction of the Confidential Information as
contemplated hereby or the termination of this Agreement, the Investors will
continue to be bound by the terms of this Section 6.8 with respect thereto,
including all obligations of confidentiality. 

ARTICLE 7

MISCELLANEOUS

	7.1 	
      One Voice Rule



Oaktree
Organics, L.P. shall be the sole representative of the Investors for all
purposes of this Agreement. The Parent shall be entitled to deal with Oaktree
Organics, L.P. as the sole representative of the Investors and Oaktree Organics,
L.P. shall have the unconditional and exclusive power and authority to exercise
all of the rights and powers granted by the Parent to the Investors pursuant to
this Agreement. 

	7.2 	
      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: 

	 	(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 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 




- 30 - 

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 Argentina Drive, Suite 301

Mississauga, ON L5N 2X7

	 	Attention: 	General Counsel 
	 	Facsimile: 	952.835.1991 
	 	E-mail: 	jbarnett@sunopta.com 


with a copy to: 

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

	 	Attention: 	Patricia Olasker 
	 	Facsimile: 	416.863.0871 
	 	email: 	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 7.1. 

	7.3 	
      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. 




- 31 - 


	7.4 	
      Assignment



(a)     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 party. Notwithstanding the foregoing, each Investor may assign and
transfer all of its rights, benefits, duties and obligations under this
Agreement in their entirety, without the consent of the Parent, to an Affiliate
of the Investor, provided that (a) any such assignee shall, prior to any such
transfer, agree to be bound by all of the covenants of the Investor contained
herein and comply with the provisions of this Agreement, and shall deliver to
the Parent a duly executed undertaking to such effect in form and substance
satisfactory to the Parent, acting reasonably, and (b) where any rights of the
Investors under this Agreement have been assigned, such rights shall only be
exercised on behalf of all assignees and the Investors as provided for herein.
For greater certainty, no assignment by an Investor or any assignee (each, an
"Assignee") of its rights hereunder shall relieve such Assignee of its
obligations hereunder. 

(b)     The
rights of the Investors pursuant to Article 5 may be transferred or assigned by
an Investor to one or more transferees or assignees of Registrable Shares,
subject to the transfer restrictions contained in Section 6.6, provided however
that (i) the Parent is provided written notice prior to any said transfer or
assignment, stating the name and address of each transferee or assignee and
identifying the Registrable Shares with respect to which such registration
rights are being transferred or assigned and (ii) each such transferee or
assignee assumes in writing responsibility for its portion of the obligations of
the Investor under Article 5. 

	7.5 	
      Successors and
Assigns



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

	7.6 	
      Further Assurances



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

	7.7 	
      Other Registration Rights; Engagement
      Letters



(a)     The
Parent represents and warrants that no person, other than holders of Registrable
Shares, has any rights to require the Parent to register any securities of the
Parent for sale or to include such securities of the Parent in any Registration
filed by the Parent for the sale of securities for its own account or for the
account of any other person.




- 32 - 

(b) The Parent represents and
warrants that it has not entered into any engagement letter or arrangement
providing any underwriter with the right to participate in offering of equity
securities of the Parent, including the Registrations contemplated by this
Agreement. 

	7.8 	
      Right to Injunctive
Relief



Each of
the parties hereby acknowledges and agrees that in the event of a breach or
threatened breach of any of its covenants hereunder, the harm suffered would not
be compensable by monetary damages alone and, accordingly, in addition to other
available legal or equitable remedies available to such party, the Investors (in
respect of any breach of this Agreement by the Parent or the Issuer) and the
Parent and the Issuer (in respect of any breach of this Agreement by an
Investor) shall be entitled to apply for an injunction or specific performance
with respect to such breach or threatened breach, without proof of actual
damages (and without the requirement of posting a bond, undertaking or other
security in connection with such action), and each of the parties hereby agrees
not to plead sufficiency of damages as a defence in such circumstances. From the
date on which the Parent provides notice to the Investors of a claim or possible
claim for a material breach or threatened material breach hereunder, the
Investors shall have no further rights under Section 3.1 unless and until such
claim is abandoned or resolved substantially in the Investors' favour. 

	7.9 	
      Counterparts



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






 






 




SCHEDULE 1.1(a) 

OBSERVER AGREEMENT 




FORM OF OBSERVER GOVERNANCE AND CONFIDENTIALITY AGREEMENT


[OBSERVER] 

and 

SUNOPTA INC. 

________________

•, 20•

________________




TABLE OF CONTENTS 

	 ARTICLE 1 
    
	 INTERPRETATION  
	  	  	  
	1.1 	Defined Terms 	1 
	1.2 	Rules of Construction 	4 
	1.3 	Entire Agreement 	5 
	1.4 	Time of Essence 	5 
	1.5 	Governing Law and
      Submission to Jurisdiction 	5 
	1.6 	Severability 	5 
	1.7 	Schedules 	6 
	  	  	  
	 ARTICLE
      2  
	 OBSERVER
      RIGHTS  
	  	  	  
	2.1 	Appointment of Observer 	6 
	2.2 	Observer Rights 	6 
	  	  	  
	 ARTICLE
      3  
	 OBSERVER
      OBLIGATIONS  
	  	  	  
	3.1 	General Duty to Comply with
      Director's Obligations 	7 
	3.2 	Disclosure of
      Conflicts of Interest 	7 
	3.3 	Securities Laws Restrictions 	8 
	3.4 	Parent Internal
      Policies 	8 
	  	  	  
	 ARTICLE
      4  
	 STANDSTILL 
    
	  	  	  
	4.1 	Standstill 	8 
	  	  	  
	 ARTICLE 5  
	 CONFIDENTIALITY  
	  	  	  
	5.1 	Obligation to Keep
      Confidential 	10 
	5.2 	Permitted Use 	10 
	5.3 	Exclusions 	10 
	5.4 	Ownership 	10 
	5.5 	Disclosures by Legal
      Process 	10 
	5.6 	Return and Destruction of
      Confidential Information 	11 
	5.7 	Survival 	11 
	  	  	  
	 ARTICLE
      6  
	 MISCELLANEOUS  
	  	  	  
	6.1 	Notices 	11 
	6.2 	Amendments and
      Waivers 	12 
	6.3 	Assignment 	13 
	6.4 	Successors and
      Assigns 	13



- i - 





	6.5 	Further Assurances 	13 
	6.6 	Right to
      Injunctive Relief 	13 
	6.7 	Counterparts 	13 


- ii - 




FORM OF OBSERVER GOVERNANCE AND CONFIDENTIALITY
AGREEMENT 

THIS
AGREEMENT made the • day of •, 20•, 

B E T W E E N : 

[OBSERVER],

(hereinafter referred to as the "Observer"),

- and - 

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

(hereinafter referred to as the
"Parent"),

WHEREAS
the Parent and the Investors (as hereinafter defined) have entered into an
investor rights agreement dated the date hereof (the "Investor Rights
Agreement"), pursuant to which the Investors are entitled to appoint and
replace from time to time a nominee, acceptable to the Parent, as an observer
(the "Designated Observer") to attend meetings of the board of directors
of the Parent (the "Board of Directors") in accordance with the terms and
conditions hereof and of the Investor Rights Agreement; 

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

ARTICLE 1

INTERPRETATION

	1.1 	
      Defined Terms



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

"Act" means the Canada
Business Corporations Act; 

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




- 2 - 


"Appointment Notice" has the
meaning given to such term in Section 2.1(b); 

"Board of Directors" has
the meaning given to such term in the recitals; 

"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 Acts" means
the applicable securities legislation of each of the provinces of Canada 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; 

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

"Confidential Information" means
any and all information, in any form or medium, written or oral, whether
concerning or relating to the Parent, its Affiliates, its and their officers and
employees or any third party, (whether prepared by the Parent or on behalf of
the Parent or otherwise, and irrespective of the form or means of communication
and whether it is labeled or otherwise identified as confidential) that is
furnished to or on behalf of the Observer by or on behalf of the Parent at any
time, whether before, upon or after the execution of this Agreement, including
all oral and written information relating to financial statements, projections,
evaluations, plans, programs, customers, suppliers, facilities, equipment and
other assets, products, processes, manufacturing, marketing, research and
development, trade secrets, know-how, patent applications that that have not
been published, technology and other confidential information and intellectual
property of the Parent and its Affiliates and all matters and information
discussed or reviewed at meetings of the Board of Directors or any committee
thereof. "Confidential Information" shall be deemed to include all notes,
analyses, studies, interpretations, memoranda and other documents, material or
reports (in any form or medium) prepared by the Observer and his/her Affiliates
that contain, reflect or are based upon, in whole or part, the information
furnished to or on behalf of the Parent; 

"Designated Observer" has the
meaning given to such term in the recitals; 

"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 such as the TSX, NASDAQ and any other stock exchange on which the
Common Shares or listed or posted for trading; 

"Investor Rights Agreement"
means the investor rights agreement dated the date hereof between the Parent,
SunOpta Foods Inc. and the Investors; 




- 3 - 

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

"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; 

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

"Observer" has the meaning given
to such term in the recitals; 

"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; 

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

"Parent Internal Policies" means
those internal policies of the Parent listed on Schedule 1.1 hereto; 

"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; 

"Representatives" means with
respect to the Investors, the directors, officers, partners, managers, members,
employees, advisors, agents, Affiliates, and other representatives of the
Investors, including attorneys, accountants, consultants and financial advisors
of the Investors; 

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

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


"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 the same may be amended, restated or replaced from time to
time; 

"Standstill Period" means the
date that is 12 months following the date on which the Observer resigns or is
removed as the Designated Observer; 

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




- 4 - 

"Term" means the term of the
Observer as a Designated Observer, which term shall commence on the date hereof
and terminate on the earlier of (a) the day on which the Investors deliver an
Appointment Notice to the Parent, in accordance with Section 2.1(b), removing
the Observer as a Designated Observer and (b) the day on which the Investors'
right to nominate a Designated Observer has terminated in accordance with the
terms of the Investor Rights 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; and 

"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. 

	1.2 	
      Rules of
Construction



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

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

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

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

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

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

	 	 	 
	 	(f) 	
      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;







- 5 - 

	 	(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 currency of the United
      States;

	 	 	 
	 	(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



This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether written or oral. There are no conditions,
covenants, agreements, representations, warranties or other provisions, express
or implied, collateral, statutory or otherwise, relating to the subject matter
hereof except as provided in this Agreement. 

	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. 




- 6 - 


	1.7 	
      Schedules



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


	 	Schedule 1.1 	-     Parent Internal
      Policies 


ARTICLE 2 
OBSERVER
RIGHTS

	2.1 	
      Appointment of
Observer



(a)     The
Parent hereby acknowledges that the Observer has been designated by the
Investors as the first Designated Observer.

(b)     The
Observer acknowledges that the Investors shall have the right, subject to the
terms and conditions of the Investor Rights Agreement, to appoint, and by notice
in writing to the Observer and the Parent (the "Appointment Notice")
replace, from time to time a Designated Observer. 

	2.2 	
      Observer Rights



(a)     During the
Term, the Parent shall: 

	 	
      (i) 
	
      provide the Observer with notice, if any, of each meeting
      of the Board of Directors (telephonic or otherwise), in the same manner
      and at the same time as provided to the Board of Directors;

	 	
       
	 
	 	
      (ii) 
	
      provide to the Observer copies of all materials provided
      to the Board of Directors, in the same manner and at the same time as
      provided to the Board of Directors;

	 	
       
	 
	 	
      (iii) 
	
      provide to the Observer drafts of all resolutions
      proposed for signature by the Board of Directors (in lieu of a meeting)
      before such resolutions are so signed, in the same manner and at the same
      time as provided to the Board of Directors; and

	 	
       
	 
	 	
      (iv) 
	
      permit the Observer to attend each meeting of the Board
      of Directors (telephonic or otherwise), including, without limitation, any
      committee meeting of the Board of Directors or executive sessions, as an
      observer,



except with respect to materials or resolutions, or attendance
at such portions of any such meeting, in which (A) the subject matter relates to
a transaction, proceeding or matter in which the Investors or their Affiliates
or investee entities (other than the Parent) are or may be interested parties, and where the participation in such portion
of any such meeting by the Board Observer or access to Confidential Information
relating to the Parent would, upon the advice of counsel, give rise to a
conflict of interest between the Investors and the Parent, as determined by the
Board of Directors in its sole discretion, (B) the Board of Directors
determines, upon the advice of counsel, that such exclusion is reasonably
necessary to preserve solicitor-client privilege, or (C) the Board of Directors
determines, upon the advice of counsel, that such exclusion is reasonably
necessary for the Parent or its subsidiaries to comply with any of their
respective confidentiality obligations. 




- 7 - 


(b)     The
Parent shall not be required to (i) pay any compensation to the Observer or (ii)
provide any indemnification, or maintain coverage under any policies of
directors' and officers' insurance, in favour of the Observer; provided,
however, that the Parent shall reimburse any reasonable costs or expenses
incurred by the Observer in connection with his or her attendance at meetings of
the Board of Directors, committee meetings of the Board of Directors and any
executive sessions. 

(c)     The
Observer shall not have the right to vote at any meeting of the Board of
Directors or be counted towards determining whether there is quorum for such
meeting, but shall be entitled to participate in the discussions of the Board of
Directors. 

ARTICLE 3 
OBSERVER
OBLIGATIONS

	3.1 	
      General Duty to Comply with Director's
      Obligations



The
Observer shall comply with the fiduciary obligations (whether in common law or
pursuant to statute) that would be applicable to such Observer if he/she were a
director of the Parent, including, the obligation to disclose conflicts of
interest set forth in Section 3.2, the obligation not to appropriate corporate
opportunities of the Parent or any subsidiary, as applicable, and the
confidentiality obligations set forth in Article 5. 

	3.2 	
      Disclosure of Conflicts of
  Interest



(a)     The
Observer shall comply in all respects with the obligations imposed upon a
director of the Parent by Section 120 of the Act with respect to any interest
that he/she has in any material contract or material transaction with either the
Parent or any subsidiary, whether made or proposed, and shall provide prompt and
full disclosure thereof in writing to both the Board of the Directors and the
Parent. 

(b)     If
the Observer reasonably believes that a matter being considered or to be
considered by the Board of Directors may relate to a transaction, proceeding or
other matter in which the Investors or their Affiliates or investee entities are
or may be interested parties, the Observer shall provide prompt and full
disclosure thereof in writing to both the Board of Directors and the Parent.


(c)   
 Contemporaneously with his/her appointment as a Designated Observer on the
date hereof, the Observer shall have provided to the Parent on a confidential
basis, a list of any Persons in which the Observer has an interest or is a
director or officer or acts in a similar capacity of or for any such Person, to the extent such interest
of the Observer in such other Person would be likely to constitute a conflict of
interest with the Observer's functions as a Designated Observer pursuant to this
Agreement. 




- 8 - 


	3.3 	
      Securities Laws
  Restrictions



The
Observer hereby acknowledges that Securities Laws impose restrictions on his/her
ability to purchase, sell, trade or otherwise transfer securities of the Parent
until such time as material, non-public information received by the Observer
becomes publicly available or is no longer material and the Observer further
hereby agrees to comply with all such restrictions. 

	3.4 	
      Parent Internal
Policies



The
Observer acknowledges receipt of a copy of each of the Parent Internal Policies
and agrees to abide by such Parent Internal Policies, as the same may be amended
from time to time, as if the Observer was a director of the Parent. 

ARTICLE 4 
STANDSTILL

	4.1 	
      Standstill



(a)    
During the Standstill Period, the Observer covenants and agrees with the Parent
that (A) it shall not, (B) none of his/her Affiliates shall, (C) it shall not
permit any of his/her Affiliates to, and (D) neither it nor any of his/her
Affiliates shall authorize, permit, assist or encourage any of the directors,
officers or employees of the Observer or his/her Affiliates to, in each case,
directly or indirectly, alone or acting jointly or in concert with any other
Person to: 

	 	
      (i) 
	
      acquire, agree to acquire, or offer or propose to
      acquire, whether by means of a purchase, tender or exchange offer, merger,
      business combination or in any other manner, beneficial ownership as
      defined in Rule 13d-3 under the U.S. Exchange Act of any securities of the
      Parent or its Affiliates, or ownership of any indebtedness of the Parent
      or its Affiliates, including any rights or options to acquire such
      ownership (including from any third Person);

	 	
       
	 
	 	
      (ii) 
	
      offer or propose, or seek to effect, any merger,
      consolidation, acquisition of stock or assets, recapitalization,
      restructuring, liquidation, dissolution or other extraordinary transaction
      with respect to or involving the Parent or its Affiliates;

	 	
       
	 
	 	
      (iii) 
	
      initiate, or induce or attempt to induce any other Person
      or "group" (as defined in Section 13(d)(3) of the U.S. Exchange Act) to
      initiate, any shareholder proposal or tender offer for any securities of
      the Parent or its Affiliates, any change of control of the Parent or its
      Affiliates or the convening of a shareholders' meeting of the Parent or
      its Affiliates for any purpose;







- 9 - 

	 	(iv) 	
      propose or seek to influence, change or control the
      management, the board of directors, governing instruments or policies or
      affairs of the Parent or its Affiliates, or seek or obtain representation
      on the board of directors of the Parent or its Affiliates, including in
      each case, without limitation, by means of a "solicitation" of "proxies"
      (as such terms are defined in Rule 14a-1 of Regulation 14A promulgated
      pursuant to Section 14 of the U.S. Exchange Act, disregarding clause (iv)
      of Rule 14a-1(l)(2) and including any otherwise exempt solicitation
      pursuant to Rule 14a-2(b)), contacting any Person relating to any of the
      matters set forth in this clause (d) or seeking to influence, advise or
      direct the vote of any holder of voting securities of the Parent or its
      Affiliates or publicly making a request of the Parent or its Affiliates;
      or

	 	 	 
	 	(v) 	
      knowingly advise, assist or encourage any other Person in
      connection with any of the matters set forth in this Section 4.1(a)
    .



(b)     The
foregoing provisions shall not limit an Investor or its Affiliates in any way
from acquiring or offering to acquire, directly or indirectly, any company or
business unit thereof that beneficially owns securities of the Parent or its
Affiliates so long as (i) such entity's prior acquisition of such securities was
not made directly or indirectly on the Investor's or such Affiliate's behalf and
(ii) such entity's ownership of such securities was not a primary factor in the
decision to consummate such transaction.

(c)    
Notwithstanding the foregoing but subject to the Shareholder Rights Plan, the
Observer and his/her Affiliates shall not be restricted from (i)
acquiring securities of the Parent with the prior written consent of the Parent,
(ii) participating in rights offerings conducted by the Parent, (iii) receiving
stock dividends or similar distributions made by the Parent, (iv) tendering
Common Shares to a take-over bid for the Common Shares with the consent of the
Board of Directors, or (v) disposing of Common Shares by operation of a
statutory amalgamation, statutory arrangement or other statutory procedure
involving the Parent. 

(d)     For
certainty, nothing in this Section 4.1 shall limit the Investors and their
Affiliates from exercising their right under the Investor Rights Agreement to
(i) designate Investor Nominees and Board Observers (each as defined in the
Investor Rights Agreement), (ii) designate PMO Representatives to develop and
implement PMO initiatives (each as defined in the Investor Rights Agreement) and
(iii) acquire any Additional Market Shares (as defined in the Investor Rights
Agreement) on or before October 7, 2017. 

(e)    
Notwithstanding anything herein to the contrary, none of the provisions of this
Section 4.1 shall apply to the Investors or their Affiliates, which, for
certainty, are subject to the restrictions set out in Section 6.5 of the
Investor Rights Agreement. 




- 10 - 

ARTICLE 5

CONFIDENTIALITY

	5.1 	
      Obligation to Keep
  Confidential



The
Observer will keep confidential and will treat confidentially all Confidential
Information. 

	5.2 	
      Permitted Use



The
Observer agrees that he/she will not disclose or use, for himself/herself or for
the benefit of any other Person, any Confidential Information. Notwithstanding
the preceding sentence, during the Term the Observer shall be permitted to
disclose Confidential Information to the Investors and their Representatives for
the purpose of allowing the Investors to provide advice and assistance to the
Parent and its subsidiaries in respect of the operations of the Parent and its
subsidiaries and for no other purpose, provided that such Investors and their
Representatives are bound by a confidentiality agreement with the Parent.

	5.3 	
      Exclusions



The term
Confidential Information shall exclude: (a) any information that was generally
available to the public prior to the date hereof, and (b) any information that
becomes generally available to the public (through no violation hereof by the
Observer or by any other Person of its obligations to keep confidential any
Confidential Information); provided that a combination of information shall not
be considered public merely because individual elements thereof are in the
public domain, unless the actual combination of all the elements is in the
public domain. 

	5.4 	
      Ownership



Nothing
in this Agreement is to be construed as granting the Observer any title,
ownership, license or other right of interest with respect to the Confidential
Information. The Parent retains all right, title and interest in and to the
Confidential Information. 

	5.5 	
      Disclosures by Legal
  Process



If the
Observer is requested or required to disclose any Confidential Information in
connection with any legal or administrative proceeding or investigation, or is
required by Law to disclose any Confidential Information, the Observer will
provide the Parent with prompt written notice of any such request or
requirement, unless prohibited by Law, so that the Parent has an opportunity to
seek a protective Order or other appropriate remedy or waive compliance with the
provisions of this Agreement. If timely notice cannot be given, the Observer
agrees to make reasonable efforts to seek a protective Order or confidential
treatment from the applicable Governmental Entity for such information. If the
Parent waives compliance with the provisions of this Agreement with respect to a
specific request or requirement, the Observer shall disclose only that portion
of the Confidential Information that is covered by such waiver and which is
necessary to disclose in order to comply with such request or requirement. If
(in the absence of a waiver by the Parent) the Parent has not secured a
protective Order or other appropriate remedy, and the Observer is nonetheless then legally compelled to
disclose any Confidential Information, the Observer may, without liability
hereunder, disclose only that portion of the Confidential Information that is
necessary to be disclosed. 




- 11 - 


	5.6 	
      Return and Destruction of Confidential
      Information



At the
end of the Term or at any time upon written request by the Parent, the Observer
shall promptly return to the Parent or promptly destroy all Confidential
Information (including, electronic copies) supplied by the Parent to the
Observer, without retaining any copy thereof, and the Observer shall promptly
destroy all Confidential Information prepared by or on behalf of him or her,
together with copies thereof (including, without limitation, electronic copies),
except that the Observer shall be entitled to retain copies of the Confidential
Information as necessary to comply with applicable Law.

	5.7 	
      Survival



Notwithstanding the return or destruction of the Confidential Information as
contemplated hereby or the termination of the Term, the Observer will continue
to be bound by the terms of this Agreement with respect thereto, including all
obligations of confidentiality. 

ARTICLE 6

MISCELLANEOUS

	6.1 	
      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: 




- 12 - 

	 	(i) 	
      in the case of the Observer:



c/o Oaktree Capital Management, L.P. 
333 South Grand Avenue, 28th Floor 
Los Angeles, CA
90071

	 	Attention: 	Ted Crockin 
	 	Facsimile: 	213.830.6293 
	 	E-mail: 	tcrockin@oaktree.com 


with a copy to (other than in respect
of any notice contemplated by Section 2.2): 

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 



	 	(ii) 	
      in the case of the Parent:



2233 Argentia Drive, Suite 301

Mississauga, ON L5N 2X7

	 	Attention: 	General Counsel 
	 	Facsimile: 	952.835.1991 
	 	E-mail: 	jill.barnett@sunopta.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 6.1. 

	6.2 	
      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. 




- 13 - 


	6.3 	
      Assignment



The
Observer may not assign any of his/her rights or benefits under this Agreement,
or delegate any of his/her duties or obligations, except with the prior written
consent of the Parent, which consent may be unreasonably withheld.

	6.4 	
      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.

	6.5 	
      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. 

	6.6 	
      Right to Injunctive
Relief



The
Observer hereby acknowledges and agrees that in the event of a breach or
threatened breach of any of his/her covenants hereunder, the harm suffered would
not be compensable by monetary damages alone and, accordingly, in addition to
other available legal or equitable remedies available to the Parent, the Parent
shall be entitled to apply for an injunction or specific performance with
respect to such breach or threatened breach, without proof of actual damages
(and without the requirement of posting a bond, undertaking or other security in
connection with such action), and the Observer hereby agrees not to plead
sufficiency of damages as a defence in such circumstances. From the date on
which the Parent provides notice to the Observer of a bona fide claim or
possible claim for a breach or threatened breach hereunder, the Parent shall
have no further obligations to the Observer under Section 2.2 hereof unless and until such claim is abandoned or
resolved substantially in the Observer's favour. 

	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. 

[The remainder of this page has been intentionally left blank.]





IN
WITNESS WHEREOF this Agreement has been executed by the parties. 

SUNOPTA INC. 


	by	
	 	Name: 
	 	Title: 



Signature Page – Observer Agreement 






	[Observer]
    



Signature Page – Observer Agreement 




SCHEDULE 1.1 

PARENT INTERNAL POLICIES 

SunOpta's Corporate Policy Manual, which includes the following
policies: 

	 	(a) 	
      Business Ethics & Conduct of Code

	 	 	 
	 	(b) 	
      Communications Policy

	 	 	 
	 	(c) 	
      Procedures and Guidelines Governing Insider Trading and
      Tipping

	 	 	 
	 	(d) 	
      Employee Confidentiality & Inventions
  Agreement

	 	 	 
	 	(e) 	
      Hiring & Promotion Policy

	 	 	 
	 	(f) 	
      Harassment and Discrimination Policy

	 	 	 
	 	(g) 	
      Ethics Reporting Policy

	 	 	 
	 	(h) 	
      Information Technology Policy

	 	 	 
	 	(i) 	
      Document Retention Policy

	 	 	 
	 	(j) 	
      Social Media Policy & Guidelines

	 	 	 
	 	(k) 	
      Travel Expense Guidelines







- 2 - 

SCHEDULE 1.1(b) 

PREFERRED SHARE TERMS 

See attached. 
















AMENDED AND RESTATED 
CERTIFICATE OF INCORPORATION

OF 
SUNOPTA FOODS INC. 


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


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

DOES HEREBY CERTIFY: 

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

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

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

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

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

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

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

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





	 	A. 	
      COMMON STOCK



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


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

	 	B. 	
      PREFERRED STOCK



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

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

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

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

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

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

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

- 2 - 




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

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

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

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

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

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

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

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

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

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



- 3 - 





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

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



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

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

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

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

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

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

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

- 4 - 




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

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

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

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

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

1.27 "Event of Noncompliance" shall mean: 

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

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

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

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



- 5 - 




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


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

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

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

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

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

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

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

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

- 6 - 




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

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

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

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

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

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

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

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

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

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

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

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

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

- 7 - 









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



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



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



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



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



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



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



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



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



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



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



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



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



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



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


- 8 - 











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



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



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



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



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



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



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



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



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



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



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



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



 - 9 - 











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



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



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



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



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



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



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


- 10 - 











2. Dividends. 


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


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


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


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


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



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



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


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


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


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


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


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3. Voting and Protective Provisions. 


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


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


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


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


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


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


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


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


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


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


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


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


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


4. Liquidation Rights. 


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


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


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


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


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


5. Exchange. 


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


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



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


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


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



where 

		OS0 	= 	the number of Parent Common Shares outstanding
      immediately prior to the record date for such dividend or distribution;
      and 
	 	  	  	  
		OS1 	= 	the sum of (A) the number of Parent Common
      Shares outstanding immediately prior to the record date for such dividend
      or distribution and (B) the total number of Parent Common Shares
      constituting such dividend. 


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





where

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


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

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



where 

	 	OS0 	= 	the number of Parent Common Shares outstanding
      immediately prior 
	 	  	  	to the effective date of such share
      subdivision, combination or 
	 	  	  	reclassification; and 
	 	  	  	  
	 	OS1 	= 	the number of Parent Common Shares outstanding
      immediately after 
	 	  	  	the opening of business on the effective date
      of such share subdivision, 
	 	  	  	combination or reclassification.



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





where 

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

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

OS0 = number of Parent Common Shares
deemed to be outstanding immediately prior to the New Issue on a fully diluted


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basis, including on the conversion,
exercise or exchange of any convertible, exercisable or exchangeable securities;


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

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

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

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

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

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


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


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


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


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


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


5.10 Exchange Caps 


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



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


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


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


6. Redemption. 


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



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


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


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


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7. Change of Control. 


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


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


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


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


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


8. Events of Noncompliance. 


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


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


9. No Fractional Shares. No fractional shares of Parent Common Shares or
securities representing fractional shares of Parent Common Shares shall be
delivered upon exchange, whether voluntary or mandatory, or in respect of
dividend payments made in Parent Common Shares on the Preferred Stock. Instead,
the Company may elect to either make a cash payment to each Holder that would
otherwise be entitled to a fractional share (based on the 



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Closing Sale Price of such fractional share determined as of the Trading Day immediately prior to the payment thereof) or, in lieu of such cash payment, round up to the next whole share the number of shares of Parent Common Shares to be delivered to
any particular Holder upon exchange. 


10. Uncertificated Shares; Certificated Shares. 


10.1 Uncertificated Shares. 


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


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


10.1.3 Legends.


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


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


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


10.2 Certificated Shares. 


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



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


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


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


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


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


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



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



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



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



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


10.2.4 Legends. 


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


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


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


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


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


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



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


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


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


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


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


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


11. Miscellaneous. 


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



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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


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* * * 


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


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


[Signature page follows]


- 33 -








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

	 	By:
      /s/ Robert McKeracher 
	 	Name:
      Robert McKeracher
	 	Title:
      Vice President


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









EXHIBIT A 


FORM OF PREFERRED STOCK FACE OF SECURITY 


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


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


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






Series A Preferred Stock 
of 
SUNOPTA
FOODS INC. 


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

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

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

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

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

	 	SUNOPTA FOODS INC. 
	 	  	  
	 	  	  
	 	  	  
	 	By: 	  
	 		             Name:
      [ ] 
	 		             Title: 
       [ ] 
	 	  	  
	 	By: 	  
	 		             Name:
      [ ] 
	 		             Title:  
      [ ] 

  




TRANSFER AGENT'S CERTIFICATE OF AUTHENTICATION 

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

Dated: [ ] 

	 	[ ], as Transfer agent, 
	 	  
	 	  
	 	  
	 	By
  
	 	           
       Authorized Signatory 


REVERSE OF SECURITY 

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

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

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

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

ASSIGNMENT 

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

	
	
	 
	 
	  
	(Insert assignee's
      social security or tax identification number) 
	
	  
	(Insert address
      and zip code of assignee) 
	
	 
	 
	 












	
and irrevocably appoints:
	
	

	
	

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



Date:[  ] 


Signature:[  ] 


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


Signature Guarantee:











EXHIBIT B 


OWNERSHIP NOTICE 


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



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


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


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


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


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






Dated: [ ] 

	 	[ ], as Transfer agent 
	 	  
	 	  
	 	by
  
	 	           
       Authorized Signatory 






EXHIBIT C 

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


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



	 	[INSERT NAME OF TRANSFEROR] 
	 	 
	 	By: 



	Date: [ ] 	
	 	 	 
	* Please check applicable box. 	








SCHEDULE 5.6

REGISTRATION PROCEDURES 

	1. 	
      Procedures



Upon
receipt of a Demand Registration Request or a Piggyback Request from the
Investors pursuant to Article 5, the Parent shall: 

	 	(a) 	
      promptly prepare and file a preliminary prospectus,
      prospectus supplement or registration statement, as applicable, under and
      in compliance with the Securities Laws in each jurisdiction in which the
      Registration is to be effected and such other related documents as may be
      necessary to be filed in connection with such preliminary prospectus,
      prospectus supplement or registration statement and shall, (i) with
      respect to a Registration in Canada, promptly prepare and file a
      prospectus and use its commercially reasonable efforts to cause a receipt
      to be issued for such prospectus as soon as practicable and shall take all
      other steps and proceedings that may be required in order to qualify the
      securities being sold pursuant to such Registration, and/or (ii) with
      respect to a Registration in the United States, use its commercially
      reasonable efforts to promptly cause such registration statement to be
      declared or become effective in order to register the offer and sale of
      the securities being offered pursuant such Registration (provided that,
      before filing all such documents referred to in this Section, the Parent
      shall furnish to the counsel to the Investors copies thereof), which
      documents shall be subject to the review and comment of such
    counsel);

	 	 	 
	 	(b) 	
      promptly prepare and file such amendments and supplements
      to such preliminary prospectus and prospectus or registration statement,
      as applicable, as may be necessary to comply with the provisions of
      applicable Securities Laws with respect to the distribution of the
      Registrable Shares, and to take such steps as are reasonably necessary to
      maintain the qualification of such prospectus or the effectiveness of such
      registration statement until the time at which the distribution of the
      Registrable Shares sought to be sold is completed;

	 	 	 
	 	(c) 	
      use its commercially reasonable efforts to register or
      qualify such Registrable Shares under such other securities or blue sky
      laws of such jurisdictions as any seller reasonably requests (provided
      that the Parent shall not be required to (i) qualify generally to do
      business in any jurisdiction where it would not otherwise be required to
      qualify but for this paragraph, (ii) subject itself to taxation in any
      such jurisdiction, (iii) consent to general service of process in any such
      jurisdiction or (iv) register or qualify any Registrable Shares in any
      jurisdiction outside of Canada and the United States);

	 	 	 
	 	(d) 	
      cause to be furnished to the Investors, the underwriter
      or underwriters of any offering such number of copies of such preliminary
      prospectus, prospectus, registration statement and any amendments and
      supplements thereto and such other customary opinions, certificates, comfort letters and
closing documents as the underwriters or the Investors may reasonably request;








- 2 - 


	 	(e) 	
      immediately notify the Investors and underwriters of the
      occurrence of any event as a result of which the preliminary prospectus,
      prospectus supplement, prospectus or registration statement, as then in
      effect, might include an untrue statement of material fact or might omit
      any fact that is required to be stated or that is necessary to make any
      statement therein not misleading in light of the circumstances in which it
      was made (other than facts or statements provided by the Investors or
      underwriters);

	 	 	 
	 	(f) 	
      promptly notify the Investors (i) of receipt of any
      comment letters received from the SEC or the Canadian Securities
      Commission with respect to a registration statement, prospectus or any
      documents incorporated therein and (ii) any other request by the SEC, the
      Canadian Securities Commission or any state securities authority for
      amendments or supplements to a registration statement or prospectus or for
      additional information with respect to the registration statement and
      prospectus;

	 	 	 
	 	(g) 	
      comply with Securities Laws and the rules, regulations
      and policies of the TSX, NASDAQ and of any other stock exchange or over
      the counter market on which the Common Shares are then listed and/or
      traded;

	 	 	 
	 	(h) 	
      use its commercially reasonable efforts to provide such
      information as is required for any filings required to be made with the
      Financial Industry Regulatory Authority; and

	 	 	 
	 	(i) 	
      in respect of any Demand Registration, enter into an
      underwriting agreement with the underwriters for the offering containing
      such representations and warranties by the Parent and such other terms and
      provisions as are customarily contained in underwriting agreements with
      respect to secondary distributions.




	2. 	
      Due Diligence



In
connection with the preparation and filing of any preliminary prospectus,
prospectus supplement, prospectus or registration statement as herein
contemplated, the Parent shall give the Investors, the underwriters, and their
respective counsel and other representatives, the opportunity to participate in
the preparation of such documents and each amendment thereof or supplement
thereto. The Parent shall give the Investors and the underwriters such
reasonable and customary access to the books and records of the Parent and its
subsidiaries and such reasonable and customary opportunities to discuss the
business of the Parent with its officers and auditors as shall be necessary in
the reasonable opinion of the Investors, such underwriters and their respective
counsel without undue disruption to the business of the Parent. The Parent shall
cooperate with the Investors and the underwriters in the conduct of all
reasonable and customary due diligence which the Investors, such underwriters
and their respective counsel may require. 




- 3 - 

	3. 	
      Indemnification



In
connection with any Demand Registration or Piggyback Registration, the Parent
and the Investors shall negotiate, in good faith, indemnification and
contribution terms as are customarily contained in underwriting agreements
relating to public offerings of securities by a selling shareholder, it being
understood that as amongst the Parent and the Investors, such indemnification
and contribution terms shall be as provided for in Section 5.7.