SunOpta Inc.: Exhibit 10.3  - Filed by newsfilecorp.com






Execution Version 

EXCHANGE AND SUPPORT AGREEMENT 

SUNOPTA INC. 

and 

SUNOPTA FOODS INC. 

and 

OAKTREE ORGANICS, L.P. 

and 

OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. 

and 

ANY PERSON THAT BECOMES A HOLDER OF PREFERRED SHARES 

________________

October 7, 2016

________________




TABLE OF CONTENTS 

	 ARTICLE 1 
    
	 INTERPRETATION  
	  	  	  
	1.1 	Defined Terms 	2 
	1.2 	Defined Terms in the Preferred Share
      Terms 	3 
	1.3 	Rules of
      Construction 	3 
	1.4 	Entire Agreement 	4 
	1.5 	Time of Essence 	4 
	1.6 	Governing Law and Submission to
      Jurisdiction 	5 
	1.7 	Severability 	5 
	1.8 	Schedules 	5 
	  	  	  
	 ARTICLE 2  
	 EXCHANGE
      PROCEDURES  
	  	  	  
	2.1 	Holder Exchange
      Right 	5 
	2.2 	Holder Exchange Notice 	6 
	2.3 	Exchange Procedure
    	6 
	2.4 	Representations of the Parent 	7 
	2.5 	Holders'
      Acknowledgements 	7 
	  	  	  
	 ARTICLE
      3  
	 COVENANTS OF THE PARENT
      AND THE HOLDERS  
	  	  	  
	3.1 	Information Rights 	7 
	3.2 	Support Obligations
    	8 
	3.3 	Regulatory Approvals 	9 
	  	  	  
	 ARTICLE 4  
	 MISCELLANEOUS  
	  	  	  
	4.1 	Notices 	10 
	4.2 	Amendments and Waivers 	11 
	4.3 	Successor 	11 
	4.4 	Assignment 	12 
	4.5 	Successors and
      Assigns 	12 
	4.6 	Further Assurances 	12 
	4.7 	Counterparts 	12



- i - 




EXCHANGE AND SUPPORT 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"), 

- and - 

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

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

AND
WHEREAS the Parent and the Issuer have agreed to enter into this Agreement so as
to recognize and provide for, inter alia, the right of an Investor to
acquire Exchange Common Shares (as defined herein) in exchange for Preferred
Shares held by an Investor or a Holder (as defined herein), all in accordance
with the terms and conditions set out herein; 




- 2 - 

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. 

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

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

"Exchange Common Shares" has the
meaning given to that term in Section 2.1(a);

"Exchanged Preferred Shares" has
the meaning given to that term in Section 2.2(b);

"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; 

"Holder" means a holder of
Preferred Shares from time to time and, on the date hereof, includes the
Investors; 

"Holder Exchange Date" has the
meaning given to that term in Section 2.2(b);

"Holder Exchange Notice" has the
meaning given to that term in Section 2.2(a);

"Holder Exchange Right" has the
meaning given to that 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 that term in the recitals hereto; 

"Liquidation Event" means the
liquidation, winding-up or dissolution of the Parent or the Issuer, whether
voluntary or involuntary; 




- 3 - 

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

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

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

"Preferred Shares" means the
shares of Series A Preferred Stock in the capital of the Issuer, issued from
time to time; 

"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); 

"Special Voting Shares" means
the Special Voting Shares, Series 1 in the capital of the Parent; 

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

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

"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 dated the date hereof, entered into between the
Investors, the trustee named therein, the Parent and the Issuer. 

	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. 

	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; 








- 4 - 


	 	(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



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

	1.5 	
      Time of Essence



Time
shall be of the essence of this Agreement. 




- 5 - 

	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 	
      Schedules



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


	 	Schedule 1.1 	-     Preferred Share Terms
    


ARTICLE 2 
EXCHANGE
PROCEDURES

	2.1 	
      Holder Exchange
Right



(a)    
Subject to Section 2.1(b), the Parent hereby grants to each Holder, as long as
the Holder is an "accredited investor" as defined in Rule 501 under the U.S.
Securities Act, the right (the "Holder Exchange Right") to acquire from
the Parent, in exchange for the Holder delivering as consideration all or any
part of the Preferred Shares held from time to time by such Holder, that number
of fully paid and non-assessable Common Shares equal to the number of Preferred
Shares exchanged by the Holder multiplied by the Exchange Rate (as adjusted
pursuant to the Preferred Share Terms) (the "Exchange Common Shares") on
the Holder Exchange Date. 

(b)     The
exercise of the Holder Exchange Right is subject to the Exchange Cap such that
the Holder Exchange Right may not be exercised in respect of Exchange Common
Shares which the Holder would not be entitled to receive pursuant to
Section 5 of the Preferred Shares Terms. No fractional Common Shares shall be
due on the exchange of Preferred Shares. 




- 6 - 


(c)    
Notwithstanding the exercise by the Issuer of a Forced Exchange Right or Issuer
Redemption Right, each Holder shall be entitled to exercise the Holder Exchange
Right after receipt of a Forced Exchange Notice or Optional Redemption Notice,
provided the Holder Exchange Date precedes the Forced Exchange Date or Optional
Redemption Date. Upon the exchange of Preferred Shares pursuant to such Holder
Exchange Right, such Forced Exchange Notice or Optional Redemption Notice, as
applicable, shall be rendered void in respect of such Preferred Shares.
Notwithstanding the requirement to specify a Holder Exchange Date in the Holder
Exchange Notice, a Holder may exercise the Holder Exchange Right immediately
prior to a Liquidation Event or Capital Reorganization. 

	2.2 	
      Holder Exchange
Notice



(a)     The
Holder Exchange Right may be exercised by a Holder by delivery of a notice in
writing (the "Holder Exchange Notice"), together with a representation
that the Holder is an "accredited investor" as defined in Rule 501 under the
U.S. Securities Act and the certificate or certificates representing the
Preferred Shares in respect of which the Holder wishes to exercise its Holder
Exchange Right, to the Secretary of the Parent and the Issuer at the principal
office of each or such location as each may designate. 

(b)     The
Holder Exchange Notice (i) shall be signed by such Holder or by its duly
authorized attorney or agent, (ii) shall specify the number of Preferred Shares
which the Holder desires to have exchanged (the "Exchanged Preferred
Shares") and (iii) shall specify the date of the exchange (the "Holder
Exchange Date"), which date must be a Business Day and must not be less than
three Business Days or more than five Business Days after the date upon
which the Holder Exchange Notice is received by the Parent and the Issuer. If no
such Business Day is specified in the Holder Exchange Notice, the Holder
Exchange Date shall be deemed to be the fifth Business Day after the date on
which the Holder Exchange Notice is received by the Parent and the Issuer. 

	2.3 	
      Exchange Procedure



(a)     As
soon as reasonably practicable and in any event within five Business Days of
receipt of a Holder Exchange Notice: 

	 	(i) 	
      the Parent shall issue and deliver to the Holder the
      Exchange Common Shares due upon exchange of the Exchanged Preferred Shares
      in exchange therefor;

	 	 	 
	 	(ii) 	
      if a fraction of a Common Share would otherwise be due on
      exchange of one or more Exchanged Preferred Shares, the Parent shall pay
      to the Holder an amount in cash (computed to the nearest cent) equal to
      the same fraction of the Current Market Price per Common Share on the
      Business Day next preceding the Holder Exchange
Date;







- 7 - 

	 	(iii) 	
      if the amount of Accumulated Cash Dividends in respect of
      the Exchange Preferred Shares is greater than zero, the Parent shall pay
      or cause the Issuer to pay an amount in cash equal to the Accumulated Cash
      Dividends; and

	 	 	 
	 	(iv) 	
      if less than all the Preferred Shares represented by a
      certificate or certificates are to be exchanged, the Parent shall cause to
      be delivered to the Holder, at the expense of the Parent, a new
      certificate representing the Preferred Shares represented by the
      surrendered certificate or certificates that are not to be
    exchanged.




	2.4 	
      Representations of the
  Parent



The
Parent hereby represents, warrants and covenants in favour of the Holders as
follows: 

	 	(a) 	
      any Common Shares deliverable upon exchange of the
      Preferred Shares pursuant to the Preferred Share Terms or the terms hereof
      will be duly authorized and validly issued as fully paid and
      non-assessable, free and clear of any liens, claims, rights or
      encumbrances, other than those arising under law as a result of the
      Holders thereof;

	 	 	 
	 	(b) 	
      it has reserved for issuance and will, at all times while
      any Preferred Shares are outstanding, keep available, free from
      pre-emptive and other rights granted by the Parent, such number of Common
      Shares as are deliverable upon exchange of the outstanding Preferred
      Shares pursuant to the Preferred Share Terms or the terms hereof;
    and

	 	 	 
	 	(c) 	
      it will make such filings and take such other reasonable
      commercial steps as may be necessary in order that the Common Shares
      deliverable upon exchange of the Preferred Shares will be approved for
      listing and posted for trading on the TSX, NASDAQ or any stock exchange or
      market on which the Common Shares then trade, on the date of issuance of
      such Common Shares.




	2.5 	
      Holders'
Acknowledgements



The
Holders each acknowledge that, unless permitted under applicable securities
legislation, the Holders may not transfer or assign the Holder Exchange Right
before February 8, 2017. 

	ARTICLE 3 
	COVENANTS OF THE PARENT AND THE HOLDERS
  



	3.1 	
      Information Rights



If the
Parent is not required to file with the Canadian Securities Commissions, the
SEC, the TSX, or NASDAQ (or any other stock exchange on which the Common Shares
are then listed and/or traded), interim financial statements, management
discussions and analyses, annual information forms, management information circulars, annual
reports, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current
Report on Form 8-K, proxy statement on Form DEF 14A and similar filings pursuant
to applicable securities law, the Parent shall furnish to the Holders (a)
unaudited financial statements within 60 days after the end of each of the
Parent's fiscal quarters (except year-end), and (b) audited financial statements
within 90 days after the Parent's fiscal year-end. 




- 8 - 


	3.2 	
      Support Obligations



The
Parent covenants and agrees with the Holders that, for so long as any Preferred
Shares remain outstanding: 

	 	(a) 	
      it will provide the Issuer with sufficient cash to ensure
      that the Issuer is able to pay to each Holder all amounts to which such
      Holder is entitled in accordance with the Preferred Share Terms and it
      will take such action as is necessary to enable the Issuer to comply with
      its obligations under the Preferred Share Terms;

	 	 	 
	 	(b) 	
      it will, upon direction by the Issuer, cause the issuance
      and delivery to the Holders of such number of Common Shares necessary to
      satisfy the Issuer's obligations upon an exchange of Preferred Shares
      pursuant to the Preferred Share Terms;

	 	 	 
	 	(c) 	
      it will not vote or otherwise take any action to cause a
      Liquidation Event;

	 	 	 
	 	(d) 	
      it will remain the direct or indirect beneficial owner of
      all the outstanding shares or other equity securities of the Issuer, other
      than (i) the Preferred Shares, (ii) such other securities that the Issuer
      is permitted to create without the approval of the Holders and (iii) any
      other securities that the Issuer creates with the requisite approval of
      the Holders pursuant to the Preferred Share Terms;

	 	 	 
	 	(e) 	
      for so long as at least 10% of the Preferred Shares
      remain outstanding, it will use commercially reasonable efforts to
      maintain the listing of the Common Shares on the NASDAQ or another stock
      exchange registered with the SEC under 6(a) of the Exchange Act, other
      than in connection with a Change of Control;

	 	 	 
	 	(f) 	
      it will not exercise any voting or consent rights which
      may be exercisable by the Holders of Preferred Shares in accordance with
      the Preferred Shares Terms or pursuant to applicable law with respect to
      any Preferred Shares held by the Parent, and will cause its Affiliates not
      to exercise any such voting or consent rights with respect to any
      Preferred Shares held by such Affiliates;

	 	 	 
	 	(g) 	
      in the event that it holds any Preferred Shares, it will
      take such action as is necessary such that such Preferred Shares will no
      longer remain outstanding; and

	 	 	 
	 	(h) 	
      it will not declare any dividends on any of its issued
      and outstanding share capital at any time after the Dividend Change Date
      if the amount of Accumulated Cash Dividends is greater than
  zero.







- 9 - 

	3.3 	
      Regulatory
Approvals



(a)     The
Parent and the Holders 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 or would be required in connection with any proposed or
potential exchange of the Preferred Shares pursuant to this Agreement or the
Preferred Share Terms, as applicable, including cooperation from the Parent and
the Holders 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 are attained. 

(b)     The
Parent and the Holders agree that, at the request of the other party, from time
to time, they shall cooperate with and assist each other to obtain any
Regulatory Approval that is determined by the Holders or the Parent, each acting
reasonably and on the advice of counsel, to be required in connection with the
exchange of the Preferred Shares pursuant to this Agreement or the Preferred
Share Terms, as applicable, or in connection with the exercise of voting rights
or Beneficiary Votes as contemplated in Section 6.4 of the Investor Rights
Agreement dated as of the date hereof among the Parent, the Investors and the
Issuer. Such mutual cooperation shall include: 

	 	(i) 	
      using commercially reasonable efforts to take, or cause
      to be taken, all actions, and to do, or cause to be done, all things
      necessary or advisable under applicable Law to obtain any such Regulatory
      Approval as promptly as practicable following the request of the other
      party, including: (i) the preparation and filing of all forms,
      registrations and notifications required to be filed in connection with
      such Regulatory Approvals; (ii) satisfaction of any conditions required to
      obtain such Regulatory Approval; and (iii) obtaining (and cooperating with
      each other in obtaining) any consent, authorization, expiration or
      termination of a waiting period, permit, order or approval of, waiver or
      any exemption by, any Governmental Entity required to be obtained or made
      by the parties in connection with such Regulatory Approval; and

	 	 	 
	 	(ii) 	
      keeping each other fully informed as to the status of and
      the processes and proceedings relating to obtaining any such Regulatory
      Approval and promptly notifying each other of any material communication
      from any Governmental Entity in respect of any Regulatory Approval and, to
      the extent not precluded by such Governmental Entity, giving the other
      parties the opportunity to review drafts of, and provides final copies of,
      any submissions, correspondence or filings, and to attend and participate
      in any communications or meetings.







- 10 - 

ARTICLE 4

MISCELLANEOUS

	4.1 	
      Notices



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

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

2233 Argentia Drive, Suite 301

Mississauga, ON L5N 2X7

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


(ii) in the case of the Investors:


c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor 
Los Angeles, CA 90071

	 	Attention: 	Ted Crockin 
	 	Facsimile: 	213.830.6293 
	 	email: 	tcrockin@oaktreecapital.com



with a copy to: 

Kirkland & Ellis LLP 
300 North
LaSalle 
Chicago, IL 60654






- 11 - 

	 	Attention: 	Dennis M. Myers and Hamed Meshki

	 	Facsimile: 	312.862.2200 and 312.808.8145 
	 	email: dennis.myers@kirkland.com and
      hamed.meshki@kirkland.com 


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

	 	Attention: 	John W. Leopold and
      David Masse 
	 	Facsimile: 514.397.3222 
	 	E-mail: jleopold@stikeman.com and
      dmasse@stikeman.com 


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

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

(c)     Any 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 4.1.

	4.2 	
      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. 

	4.3 	
      Successor



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




- 12 - 

	4.4 	
      Assignment



No party
may assign any of its rights or benefits under this Agreement, or delegate any
of its duties or obligations, except with the prior written consent of the other
party. Notwithstanding the foregoing, each Holder may assign and transfer all of
its rights under this Agreement, without the consent of the Parent or the
Issuer, in connection with the sale or other disposition of any Preferred Shares
permitted hereunder, under the Preferred Share Terms or pursuant to any other
written agreement between the Investors and the Parent. 

	4.5 	
      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.

	4.6 	
      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. 

	4.7 	
      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.]







 






 




SCHEDULE 1.1 

PREFERRED SHARE TERMS 

See attached.