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






Exhibit 4.1

SHAREHOLDER RIGHTS PLAN AGREEMENT 

November 10, 2015 

between 

SunOpta Inc. 

and 

American Stock Transfer & Trust Company, LLC 

as Rights Agent 





SHAREHOLDER RIGHTS PLAN AGREEMENT 

Table of Contents 

	  	  	Page
      
	  	  	  
	ARTICLE
      I INTERPRETATION 	2
      
	     1.1
      	Certain
      Definitions 	2
      
	     1.2
      	Holder
      	14
      
	     1.3
      	Acting
      Jointly or in Concert 	14
      
	     1.4
      	Determination
      of Percentage Ownership 	15
      
	     1.5
      	Application
      of Statutes, Regulations and Rules 	15
      
	     1.6
      	Currency
      	15
      
	     1.7
      	Headings
      and References 	15
      
	     1.8
      	Singular,
      Plural, etc. 	15
      
	ARTICLE
      II THE RIGHTS 	16
      
	     2.1
      	Issuance
      and Legend on Common Share Certificates 	16
      
	     2.2
      	Initial
      Exercise Price; Exercise of Rights; Detachment of Rights 	17
      
	     2.3
      	Adjustments
      to Exercise Price, Number of Rights 	19
      
	     2.4
      	Date
      on Which Exercise is Effective 	25
      
	     2.5
      	Execution,
      Authentication, Delivery and Dating of Rights Certificates 	25
      
	     2.6
      	Registration,
      Registration of Transfer and Exchange 	26
      
	     2.7
      	Mutilated,
      Destroyed, Lost and Stolen Rights Certificates 	27
      
	     2.8
      	Persons
      Deemed Owners 	27
      
	     2.9
      	Delivery
      and Cancellation of Certificates 	28
      
	     2.10
      	Agreement
      of Holders of Rights 	28
      
	ARTICLE
      III ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 	
    29
      

	     3.1
      	Flip-in
      Event 	29
      
	ARTICLE
      IV THE RIGHTS AGENT 	30
      
	     4.1
      	General
      	30
      
	     4.2
      	Merger,
      Amalgamation, Consolidation or Change of Name of Rights Agent 	31
      
	     4.3
      	Duties
      of Rights Agent 	32
      
	     4.4
      	Change
      of Rights Agent 	33
      
	     4.5
      	Compliance
      with Anti-Money Laundering Legislation 	34
      
	     4.6
      	Compliance
      with Privacy Legislation 	34
      
	ARTICLE
      V MISCELLANEOUS 	35
      
	     5.1
      	Redemption
      and Waiver 	35
      
	     5.2
      	Expiration
      	37
      
	     5.3
      	Issuance
      of New Rights Certificates 	37
      
	     5.4
      	Supplements
      and Amendments 	37
      
	     5.5
      	Fractional
      Rights and Fractional Common Shares 	39
      
	     5.6
      	Rights
      of Action 	40
      
	     5.7
      	Holder
      of Rights Not Deemed a Shareholder 	40
      
	     5.8
      	Notice
      of Proposed Actions 	40
      
	     5.9
      	Notices
      	41
      
	     5.10
      	Costs
      of Enforcement 	42
      
	     5.11
      	Successors
      	42
      
	     5.12
      	Benefits
      of this Agreement 	42
      


- i - 





	     5.13
      	Governing
      Law 	42
      
	     5.14
      	Language
      	42
      
	     5.15
      	Counterparts
      	42
      
	     5.16
      	Severability
      	43
      
	     5.17
      	Determinations
      and Actions by the Board of Directors 	43
      
	     5.18
      	Effective
      Date and Confirmation of Agreement 	43
      
	     5.19
      	Periodic
      Reconfirmation of Agreement 	43
      
	     5.20
      	Declaration
      as to Non-Canadian and Non-United States Holders 	44
      
	     5.21
      	Regulatory
      Approvals 	44
      
	     5.22
      	Time
      of the Essence 	44
      
	EXHIBIT
      “A” Form of Rights Certificate 	1
      


- ii -




SHAREHOLDER RIGHTS PLAN AGREEMENT


THIS AGREEMENT is made as of November
10, 2015,

B E T W E E N: 

SunOpta Inc., a corporation existing
under the laws of Canada 

(the “Corporation”) 

- and - 

American Stock Transfer & Trust
Company, LLC, a trust company existing under the laws of the State of New York,
as rights agent 

(the “Rights Agent”) 

WHEREAS the directors of the Corporation, in the
exercise of their fiduciary duties, have determined that it is advisable and in
the best interests of the Corporation to adopt a shareholder rights plan (the
“Rights Plan”) to ensure, to the extent possible, that all shareholders
of the Corporation are treated fairly in connection with any take-over offer for
the Corporation; 

AND WHEREAS upon implementation of the Rights Plan, the
board of directors of the Corporation (a) authorized and declared a distribution
of one right (“Right”) in respect of each Common Share (as hereinafter
defined) outstanding as of 5:30 p.m. (Toronto Time) on November 23, 2015 (the
“Record Time”) to each holder of record of Common Shares at the Record
Time, and (b) authorized the issuance of one Right (subject to adjustment as
hereinafter provided) in respect of each Common Share issued after the Record
Time and prior to the earlier of the Separation Time (as hereinafter defined)
and the Expiration Time (as hereinafter defined); 

AND WHEREAS each Right entitles the holder thereof,
after the Separation Time, to purchase securities of the Corporation pursuant to
the terms and subject to the conditions set forth herein; 

AND WHEREAS the Rights Agent has agreed with the
Corporation to act on behalf of the Corporation in connection with the issuance,
transfer, exchange and replacement of Rights Certificates (as hereinafter
defined), the exercise of Rights and other matters referred to herein; 

NOW THEREFORE, in consideration of the premises and
respective agreements set forth herein, the parties hereby agree as follows:


- 1 - 




ARTICLE I 
INTERPRETATION 

	1.1 	
      Certain Definitions



In this Agreement, unless the context
otherwise requires: 

“Acquiring Person” means any Person who is the
Beneficial Owner of 20% or more of the outstanding Voting Shares; provided,
however, that the term “Acquiring Person” shall not include: 

	
       
	
      (i) 
	
      the Corporation or any Subsidiary of the
    Corporation;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      an underwriter or member of a banking or selling group
      that acquires Voting Shares from the Corporation in connection with a
      distribution by the Corporation of securities pursuant to a prospectus or
      by way of a private placement;

	
       
	
       
	
       

	
       
	
      (iii) 
	
      any Person who becomes the Beneficial Owner of 20% or
      more of the outstanding Voting Shares solely as a result of one or any
      combination of:




	
       
	
      (A) 
	
      a Voting Share Reduction;

	
       
	
       
	
       

	
       
	
      (B) 
	
      a Permitted Bid Acquisition;

	
       
	
       
	
       

	
       
	
      (C) 
	
      an Exempt Acquisition;

	
       
	
       
	
       

	
       
	
      (D) 
	
      a Pro-Rata Acquisition; or

	
       
	
       
	
       

	
       
	
      (E) 
	
      a Convertible Security
Acquisition,



in each such case, until such time
thereafter as such Person shall become the Beneficial Owner (other than pursuant
to a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition,
a Pro-Rata Acquisition or a Convertible Security Acquisition, or any combination
thereof) of additional Voting Shares constituting more than 1% of the Voting
Shares then outstanding, in which event such Person shall become an Acquiring
Person as of the date and time of acquisition of such additional Voting
Shares;

	
       
	
      (iv) 
	
      for the period of 10 days after the Disqualification Date
      (as hereinafter defined), any Person who becomes the Beneficial Owner of
      20% or more of the outstanding Voting Shares as a result of such Person
      becoming disqualified from relying on subclause (B) of the definition of
      Beneficial Owner solely because such Person or the Beneficial Owner of
      such Voting Shares is making or has announced an intention to make a
      Take-over Bid. In this definition, “Disqualification Date” means
      the first date of public announcement (which shall, for the purposes of
      this definition, include, without limitation, a report filed pursuant to
      Section 5.2(1) of Multilateral Instrument 62-104 – Take-Over Bids and
      Issuer Bids, Section 102.1 of the Securities Act (Ontario),
      Section 13(d) of the 1934 Exchange Act or any
  other applicable securities laws, as amended from time to time
      and any provision substituted therefor) of facts indicating that such
      Person has or is making or has announced an intention to make a Take-over
      Bid alone or by acting jointly or in concert with any other Person;
  or








	
       
	
      (v) 
	
      any Person (a “Grandfathered Person”) who is the
      Beneficial Owner of 20% or more of the Voting Shares determined as at the
      close of business on November 10, 2015, provided, however, that this
      exception shall not, and shall cease to, apply if, after November 10,
      2015, the Grandfathered Person: (A) ceases to own 20% or more of the
      outstanding Voting Shares; or (B) becomes the Beneficial Owner of more
      than 1% of the number of outstanding Voting Shares then outstanding in
      addition to those Voting Shares such Person already holds (other than
      pursuant to a Voting Share Reduction, a Permitted Bid Acquisition, an
      Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security
      Acquisition, or any combination thereof).



“Affiliate”, when used to indicate a relationship with a
specified Person, means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, such specified Person and a body corporate shall be deemed to be an
Affiliate of another body corporate if one of them is the Subsidiary of the
other or if both are Subsidiaries of the same body corporate or if each of them
is controlled by the same Person. 

“Associate”, when used to indicate a relationship with a
specified Person, means: a spouse of that Person, any Person who resides in the
same home as that Person and to whom that Person is married or with whom that
Person is living in a conjugal relationship outside marriage, a child of that
Person or a relative of that Person if the relative has the same home as that
Person. 

A Person shall be deemed the “Beneficial Owner” and to
have “Beneficial Ownership” of and to “Beneficially Own”: 

	
       
	
      (i) 
	
      any securities of which such Person or any of such
      Person’s Affiliates or Associates is the owner at law or in
  equity;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      any securities of which such Person or any of such
      Person’s Affiliates or Associates has the right to become the owner at law
      or in equity (where such right is exercisable immediately or within a
      period of 60 days, whether or not upon the condition or occurrence of any
      contingency or the making of one or more payments) upon the exercise of
      any conversion right, exchange right, purchase right (other than the
      Rights), warrant, option or pursuant to any agreement, arrangement, pledge
      or understanding, whether or not in writing, other than customary
      agreements with and between underwriters and banking group or selling
      group members with respect to a distribution of securities and pledges of
      securities in the ordinary course of the pledgees business; and

	
       
	
       
	
       

	
       
	
      (iii) 
	
      any securities that are Beneficially Owned within the
      meaning of clauses (i) or (ii) of this definition by any other Person with
      which such Person is acting jointly or in concert;

	
       
	
       
	
       

	
       
		
      provided, however, and notwithstanding the foregoing, a
      Person shall not be deemed the Beneficial Owner of, or to have
Beneficial Ownership of, or to Beneficially Own, any security because: 



- 3 -





	
       
	
      (A) 
	
      the holder of such security has agreed to deposit or
      tender such security to a Take-over Bid made by such Person or any of such
      Person’s Affiliates or Associates or any other Person referred to in
      clause (iii) of this definition pursuant to a Permitted Lock-up Agreement
      or such security has been deposited or tendered pursuant to a Take-over
      Bid made by such Person or any of such Person’s Affiliates or Associates
      or made by any other Person acting jointly or in concert with such Person
      until such deposited or tendered security has been taken up or paid for,
      whichever shall first occur;

	
       
	
       
	
       

	
       
	
      (B) 
	
      such Person, any Affiliate or Associate of such Person or
      any other Person acting jointly or in concert with such Person holds such
      security and any of the following applies:




	
       
	
      (1) 
	
      the ordinary business of such Person (the “Portfolio
      Manager”) includes the management or administration of investment
      funds or mutual funds for other Persons (which others, for greater
      certainty, may include or be limited to one or more employee benefit plans
      or pension plans of the Corporation or otherwise) and such security is
      held by the Portfolio Manager in the ordinary course of such business in
      the performance of the Portfolio Manager’s duties for the account of any
      other Person (a “Client”) including non-discretionary accounts held
      on behalf of a Client by a broker or dealer or broker- dealer registered
      under applicable law;

	
       
	
       
	
       

	
       
	
      (2) 
	
      such Person (the “Trust Company”) is licensed to
      carry on the business of a trust company under applicable law and, as
      such, acts as trustee or administrator or in a similar capacity in
      relation to the estates of deceased or incompetent Persons (each, an
      “Estate Account”) or in relation to other accounts (each, an
      “Other Account”) and holds such security in the ordinary course of
      and for the purposes of the activities of such Estate Accounts or for such
      Other Accounts;

	
       
	
       
	
       

	
       
	
      (3) 
	
      such Person (the “Statutory Body”) is established
      by statute for purposes that include, and the ordinary business or
      activity of such Person includes, the management of investment funds for
      employee benefit plans, pension plans, insurance plans, or various public
      bodies and the Statutory Body holds such security in the ordinary course
      of and for the purposes of its activities as such;

	
       
	
       
	
       

	
       
	
      (4) 
	
      such Person (the “Plan Administrator”) is the
      administrator or the trustee of one or more pension funds or plans
      registered under the laws of Canada or the United States of America or any
      province or state thereof (each, a “Plan”) or is a Plan and such
      security is Beneficially Owned or held by the Person in the ordinary
  course of and for the purposes of its activities as such; or 



- 4 -





	 	
      (5) 
	
      such Person is a Crown agent or agency (“Crown
      Agent”) in the management of public assets, if such security is held
      by the Crown for the purposes of its activities in the management of
      public assets;



provided, however, that in any of the
foregoing cases, the Portfolio Manager, the Trust Company, the Statutory Body,
the Plan Administrator, the Plan or the Crown Agent, as the case may be, is not
then making or has not then announced an intention to make a Take-over Bid,
alone or by acting jointly or in concert with any other Person, other than an
Offer to Acquire Voting Shares or other securities pursuant to a distribution by
the Corporation, a Permitted Bid, a Competing Permitted Bid or by means of
ordinary market transactions (including pre-arranged trades entered into in the
ordinary course of business of such Person) executed through the facilities of a
stock exchange or organized over-the-counter market in respect of securities of
the Corporation; 

	 	(C) 	
      such Person is a Client of the same Portfolio Manager as
      another Person on whose account the Portfolio Manager holds such security,
      or because such Person is an Estate Account or an Other Account of the
      same Trust Company as another Person on whose account the Trust Company
      holds such security or because such Person is a Plan with the same Plan
      Administrator as another Plan on whose account the Plan Administrator
      holds such security;

	 	 	 
	 	(D) 	
      such Person is a Client of a Portfolio Manager and such
      security is owned at law or in equity by the Portfolio Manager or because
      such Person is an Estate Account or an Other Account of a Trust Company
      and such security is owned at law or in equity by the Trust Company or
      such Person is a Plan and such security is owned at law or in equity by
      the Plan Administrator of such Plan; or

	 	 	 
	 	(E) 	
      such Person is the registered holder of securities as a
      result of carrying on the business, or acting as a nominee, of a
      securities depositary.



“Board of Directors” means the board of directors for
the time being of the Corporation. 

 “Business Day” means any day other
than a Saturday, Sunday or, unless otherwise specified, a day on which chartered
banks in New York, New York (or after the Separation Time, the principal office
of the Rights Agent in New York, New York) are generally authorized or obligated
by law to close. 

“Canadian-U.S. Exchange Rate” means, on any date, the
inverse of the U.S.-Canadian Exchange Rate. 

“Canadian Dollar Equivalent” of any amount which is
expressed in United States dollars means, on any date, the Canadian dollar
equivalent of such amount determined by reference to the U.S.-Canadian Exchange
Rate on such date. 

“Close of Business” on any given date means 5:00 p.m.
(New York time) on such date, provided, however, that if such date is not a Business Day, “Close of
Business” on such date shall mean 5:00 p.m. (New York time) on the next
succeeding Business Day. 

- 5 -




“Common Shares” means the common shares which the
Corporation is authorized to issue, as such shares may be subdivided,
consolidated, reclassified or otherwise changed from time to time.

“Competing Permitted Bid” means a Take-over Bid that:


	
       
	
      (i) 
	
      is made after a Permitted Bid or Competing Permitted Bid
      has been made and prior to the expiry, termination or withdrawal of that
      Permitted Bid or Competing Permitted Bid (in this definition, the
      “Prior Bid”);

	
       
	
       
	
       

	
       
	
      (ii) 
	
      satisfies all components of the definition of a Permitted
      Bid other than the requirements set out in clauses (ii)(A), (B) and (D) of
      that definition; and

	
       
	
       
	
       

	
       
	
      (iii) 
	
      contains, and the taking up and payment for securities
      tendered or deposited thereunder are subject to, irrevocable and
      unqualified conditions that:




	
       
	
      (A) 
	
      no Voting Shares shall be taken up or paid for pursuant
      to the Take-over Bid, (x) prior to the Close of Business on a date that is
      not earlier than the later of 35 days (or such longer period as may be
      prescribed as the minimum deposit period under applicable Canadian law)
      after the date of such Take- over Bid and the earliest date on which
      Voting Shares may be taken up or paid for under any Prior Bid in existence
      at the date of such Take-over Bid, and (y) then only if, at the time that
      such Voting Shares are first taken up or paid for, more than 50% of the
      then outstanding Voting Shares held by Independent Shareholders have been
      deposited or tendered pursuant to the Take-over Bid and not
    withdrawn;

	
       
	
       
	
       

	
       
	
      (B) 
	
      Voting Shares may be deposited pursuant to such Take-over
      Bid, unless the Take-over Bid is withdrawn, at any time prior to the Close
      of Business on the date that the Prior Bid described in clause (A) above
      expires; and

	
       
	
       
	
       

	
       
	
      (C) 
	
      in the event that the requirements set forth in subclause
      (iii)(A) of this definition are satisfied, the Offeror will make a public
      announcement of that fact and the Take-over Bid will remain open for
      deposits and tenders of Voting Shares for not less than 10 Business Days
      from the date of such public announcement,



provided always that a Competing
Permitted Bid will cease to be a Competing Permitted Bid at any time when such
bid ceases to meet any of the provisions of this definition and any acquisitions
of Voting Shares made pursuant to such Competing Permitted Bid, including any
acquisition of Voting Shares theretofore made, will cease to be a Permitted Bid
Acquisition. 

“controlled”: a Person shall be deemed to be controlled
by another Person or two or more Persons acting jointly or in concert if: 

	
       
	
      (i) 
	
      in the case of a Person that is a body corporate,
      securities entitled to vote in the election of directors carrying more
      than 50% of the votes for the election of
directors are held, directly or indirectly, by or for the benefit of
      the other Person or two or more Persons acting jointly or in concert and
      the votes carried by such securities are entitled, if exercised, to elect,
      appoint or designate a majority of the board of directors of such body
  corporate; or 



- 6 -







	 	(ii) 	
      in the case of a Person that is not a body corporate,
      more than 50% of the voting or equity interests of such Person are held,
      directly or indirectly, for the benefit of the Person or
  Persons,



and “controls”, “controlling” and “under
common control with” shall be interpreted accordingly. 

“Convertible Securities” means at any time any
securities issued by the Corporation from time to time (other than the Rights)
carrying any conversion, exercise or exchange right pursuant to which the holder
thereof may acquire Voting Shares or other securities which are convertible into
or exercisable or exchangeable for Voting Shares. 

“Convertible Security Acquisition” means the acquisition
of Voting Shares upon the exercise of Convertible Securities received by a
Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a
Pro-Rata Acquisition. 

“Exempt Acquisition” means a Share acquisition: (i) in
respect of which the Board of Directors has waived the application of Section
3.1 pursuant to the provisions of subsections 5.1(b), (c) or (d) hereof; or (ii)
made as an intermediate step in a series of related transactions in connection
with an acquisition by the Corporation or its Subsidiaries of a Person or
assets, provided that the Person who acquires such Voting Shares distributes or
is deemed to distribute such Voting Shares to its securityholders within 10
Business Days of the completion of such acquisition, and following such
distribution no Person has become the Beneficial Owner of 20% or more of the
Corporation’s then outstanding Voting Shares. 

“Exercise Price” means, as of any date, the price at
which a holder may purchase the securities issuable upon exercise of one whole
Right. Until adjustment thereof in accordance with the terms hereof, the
Exercise Price shall be an aggregate amount equal to the Market Price per Common
Share (determined as at the Separation Time) multiplied by five (5). 

“Expiration Time” means the earliest of: (i) the
Termination Time; and (ii) the Close of Business on the date this Agreement
becomes void pursuant to the provisions of Section 5.18 or Section 5.19 hereof.


“Fiduciary” means, when acting in that capacity, a trust
company registered under the trust company legislation of Canada or any province
thereof, a trust company organized under the laws of any state of the United
States, a portfolio manager registered under the securities legislation of one
or more provinces of Canada or an investment adviser registered under the United
States Investment Advisers Act of 1940, as amended, or any other securities
legislation of the United States or any state of the United States. 

“Flip-in Event” means a transaction or event that
results in a Person becoming an Acquiring Person. 

- 7 -




“Independent Shareholders” means all holders of Voting
Shares other than: (i) any Acquiring Person; (ii) any Offeror, other than a
Person referred to in clause (iii)(B) of the definition of “Beneficial Owner”;
(iii) any Affiliate or Associate of any Acquiring Person or Offeror; (iv) any
Person acting jointly or in concert with any Person referred to in clauses (i),
(ii) or (iii) of this definition; and (v) any employee benefit plan, deferred
profit sharing plan, stock participation plan or any other similar plan or trust
for the benefit of employees of the Corporation or a wholly-owned Subsidiary of
the Corporation, unless the beneficiaries of such plan or trust direct the
manner in which such Voting Shares are to be voted or direct whether the Voting
Shares are to be tendered to a Take-over Bid. 

“Market Price” per security of any securities on any
date means the average of the daily closing prices per security of such
securities (determined as described below) on each of the 20 consecutive Trading
Days through and including the Trading Day immediately preceding such date;
provided, however, that if an event of a type analogous to any of the events
described in Section 2.3 hereof shall have caused the closing prices used to
determine the Market Price on any Trading Days not to be fully comparable with
the closing price on such date (or, if such date is not a Trading Day, on the
immediately preceding Trading Day), each such closing price so used shall be
appropriately adjusted in a manner analogous to the applicable adjustment
provided for in Section 2.3 hereof in order to make it fully comparable with the
closing price on such date (or, if such date is not a Trading Day, on the
immediately preceding Trading Day). The closing price per security of any
securities on any date shall be: 

	
       
	
      (i) 
	
      the closing board lot sale price on such date or, if such
      price is not available, the average of the closing bid and asked prices
      per security, as reported by the principal Canadian stock exchange on
      which such securities are listed or admitted to trading, or if for any
      reason neither of such prices is available on such day or the securities
      are not listed or admitted to trading on a Canadian stock exchange, the
      closing board lot sale price or, if such price is not available, the
      average of the closing bid and asked prices, for such securities as
      reported by such other securities exchange on which such securities are
      listed or admitted for trading;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      if, for any reason, none of such prices is available on
      such date or the securities are not listed or admitted to trading on a
      Canadian stock exchange or other securities exchange, the last sale price,
      or in case no sale takes place on such date, the average of the high bid
      and low asked prices for such securities in the over-the-counter market,
      as quoted by any reporting system then in use (as selected by the Board of
      Directors); or

	
       
	
       
	
       

	
       
	
      (iii) 
	
      if the securities are not listed or admitted to trading
      as contemplated in clauses (i) or (ii) above, the average of the closing
      bid and asked prices as furnished by a professional market maker making a
      market in the securities selected by the Board of
  Directors;



provided, however, that if on any such date the closing price
per security cannot be determined in accordance with the foregoing, the closing
price per security of such securities on such date shall mean the fair value per
security of such securities on such date as determined by the Board of
Directors, after consultation with an internationally recognized investment
banking firm as to the fair value per security of such securities. The Market
Price shall be expressed in Canadian dollars and if initially determined in respect of any day forming part
of the 20 consecutive Trading Day period in question in United States dollars,
such amount shall be translated into Canadian dollars at the Canadian Dollar
Equivalent thereof. 

- 8 -




“Offer to Acquire” includes: 

	
       
	
      (i) 
	
      an offer to purchase or a solicitation of an offer to
      sell; and

	
       
	
       
	
       

	
       
	
      (ii) 
	
      an acceptance of an offer to sell, whether or not such
      offer to sell has been solicited;



or any combination thereof, and the Person accepting an offer
to sell shall be deemed to be making an Offer to Acquire to the Person that made
the offer to sell. 

“Offeror” means a Person who is making or has announced
a current intention to make a Take-over Bid but only so long as the Take-over
Bid so announced or made has not been withdrawn or terminated or has not
expired. 

“Permitted Bid” means a Take-over Bid which is made by
means of a Take-over Bid circular and which also complies with the following
additional provisions: 

	
       
	
      (i) 
	
      the Take-over Bid is made to all holders of record of
      Voting Shares, other than the Offeror;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      the Take-over Bid shall contain, and the take-up and
      payment for securities tendered or deposited thereunder shall be subject
      to, irrevocable and unqualified conditions
that:




	
       
	
      (A) 
	
      no Voting Shares shall be taken up or paid for pursuant
      to the Take-over Bid, (x) prior to the Close of Business on a date which
      is not earlier than 60 days or such longer period as may be prescribed as
      the minimum deposit period under applicable Canadian law, and (y) then
      only if, at the Close of Business on the date Voting Shares are first
      taken up or paid for under such Take-over Bid, more than 50% of the then
      outstanding Voting Shares held by Independent Shareholders have been
      deposited or tendered pursuant to the Take-over Bid and not
    withdrawn;

	
       
	
       
	
       

	
       
	
      (B) 
	
      Voting Shares may be deposited pursuant to such Take-over
      Bid, unless such Take-over Bid is withdrawn, at any time prior to the date
      Voting Shares are first taken up or paid for under the Take-over
    Bid;

	
       
	
       
	
       

	
       
	
      (C) 
	
      any Voting Shares deposited pursuant to the Take-over Bid
      may be withdrawn until taken up and paid for; and

	
       
	
       
	
       

	
       
	
      (D) 
	
      in the event that the requirements set forth in subclause
      (ii)(A) of this definition are satisfied, the Offeror will make a public
      announcement of that fact and the Take-over Bid will remain open for
      deposits and tender of Voting Shares for not less than 10 Business Days
      from the date of such public announcement, 

	
       	
       
	
       
	
      provided always that a Permitted Bid will cease
      to be a Permitted Bid at any time when such bid ceases to meet any of the
      provisions of this definition prior to the time it expires (after giving
      effect to any extension) or is withdrawn and any acquisitions of Voting
      Shares made pursuant to such Permitted Bid, including any acquisition of
      Voting Shares theretofore made, will cease to be a Permitted Bid
  Acquisition. 



- 9 -





“Permitted Bid Acquisition” means a Share acquisition
made pursuant to a Permitted Bid or Competing Permitted Bid. 

“Permitted Lock-Up Agreement” means an agreement between
an Offeror, any of its Affiliates or Associates or any other Person acting
jointly or in concert with the Offeror and any other Person (each, a
“Locked-up Person”) who is not an Affiliate or Associate of the Offeror
or a Person acting jointly or in concert with the Offeror (the terms of which
are publicly disclosed and a copy of which is made available to the public,
including the Corporation, not later than the date of the Lock-up Bid (as
defined below) or, if the Lock-up Bid has been made prior to the date on which
such agreement is entered into, not later than the date of such agreement and if
such date is not a Business Day, the next Business Day), pursuant to which each
such Locked-up Person agrees to deposit or tender Voting Shares or Convertible
Securities (or both) to a Take-over Bid (the “Lockup Bid”) made or to be
made by the Person, any of such Person’s Affiliates or Associates or any other
Person acting jointly or in concert with such Person, provided that: 

	
       
	
      (i) 
	
      the agreement permits any Locked-up Person to terminate
      its obligation to deposit or tender to or not to withdraw Voting Shares
      and/or Convertible Securities from the Lock-up Bid in order to tender or
      deposit the Voting Shares and/or Convertible Securities to another
      Take-over Bid or support another transaction:




	
       
	
      (A) 
	
      where the price or value of the consideration per Voting
      Share and/or Convertible Security offered under such other Take-over Bid
      or transaction:




	
       
	
      (1) 
	
      is greater than the price or value of the consideration
      per Voting Share and/or Convertible Security at which the Locked-Up Person
      has agreed to deposit or tender Voting Shares and/or Convertible
      Securities to the Lock-Up Bid; or

	
       
	
       
	
       

	
       
	
      (2) 
	
      exceeds by as much as or more than a specified amount
      (the “Specified Amount”) the price or value of the consideration
      per Voting Share or Convertible Security at which the Locked-Up Person has
      agreed to deposit or tender Voting Shares and/or Convertible Securities to
      the Lock-Up Bid, provided that such Specified Amount is not greater than
      7% of the price or value of the consideration per Voting Share or
      Convertible Security at which the Locked-Up Person has agreed to deposit
      or tender Voting Shares and/or Convertible Securities to the Lock-Up Bid;
      and




	
       
	
      (B) 
	
      if the number of Voting Shares or Convertible Securities
      offered to be purchased under the Lock-Up Bid is less than 100% of the
      Voting Shares and/or Convertible Securities held by Independent
      Shareholders, where the number of Voting Shares and/or Convertible Securities to be
      purchased under such other Take-over Bid or transaction at a price or
      value per Voting Share and/or Convertible Security that is not less than
      the price or value per Voting Share and/or Convertible Security offered
  under the Lock-Up Bid: 



- 10 - 







	
       
	
      (1) 
	
      is greater than the number of Voting Shares and/or
      Convertible Securities that the Offeror has offered to purchase under the
      Lock-Up Bid; or

	
       
	
       
	
       

	
       
	
      (2) 
	
      exceeds by as much as or more than a specified number
      (the “Specified Number”) the number of Voting Shares or Convertible
      Securities that the Offeror has offered to purchase under the Lock-Up Bid,
      provided that the Specified Number is not greater than 7% of the number of
      Voting Shares or Convertible Securities offered to purchase under the
      Lock-Up Bid,



and, for greater clarity, the
agreement may contain a right of first refusal or require a period of delay to
give such Person an opportunity to match a higher price in another Take-over Bid
or transaction or other similar limitation on a Locked-up Person’s right to
withdraw Voting Shares and/or Convertible Securities from the agreement, so long
as the limitation does not preclude the exercise by the Locked-up Person of the
right to withdraw Voting Shares and/or Convertible Securities during the period
of the other Take-over Bid or transaction; and 

	 	(ii) 	
      no “break-up” fees, “top-up” fees, penalties, expenses or
      other amounts that exceed in the aggregate the greater
  of:




	
       
	
      (A) 
	
      the cash equivalent of 2.5% of the price or value of the
      consideration payable under the Lock-up Bid to a Locked-up Person;
    and

	
       
	
       
	
       

	
       
	
      (B) 
	
      50% of the amount by which the price or value of the
      consideration payable under another Take-over Bid or transaction to a
      Locked-up Person exceeds the price or value of the consideration that such
      Locked-up Person would have received under the Lock-up
  Bid,



shall be payable by a Locked-up Person
pursuant to the agreement in the event a Locked-up Person fails to deposit or
tender Voting Shares to the Lock-up Bid or withdraws Voting Shares in order to
accept the other Take-over Bid or support another transaction. 

“Person” includes any individual, firm, partnership,
association, trust, body corporate, joint venture, syndicate or other form of
unincorporated organization, government and its agencies and instrumentalities
or other entity or group (whether or not having legal personality) and any
successor (by merger, statutory amalgamation or arrangement, or otherwise)
thereof. 

“Pro-Rata Acquisition” means the acquisition of Voting
Shares or securities convertible into or exchangeable for Voting Shares:

- 11 -





	
       
	
      (i) 
	
      as a result of a stock dividend, stock split or other
      event pursuant to which a Person receives or acquires Voting Shares or
      securities convertible into or exchangeable for Voting Shares on the same
      pro-rata basis as all other holders of Voting Shares of the same class or
      series;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      pursuant to a regular dividend reinvestment plan or other
      plan made available by the Corporation to holders of all of its Voting
      Shares (other than holders resident in any jurisdiction where
      participation in such plan is restricted or impractical to the Corporation
      as a result of applicable law) where such plan permits the holder to
      direct that the dividends paid in respect of such Voting Shares be applied
      to the purchase from the Corporation of further securities of the
      Corporation;

	
       
	
       
	
       

	
       
	
      (iii) 
	
      pursuant to the receipt and/or exercise of rights issued
      by the Corporation on a pro- rata basis to all holders of a class or
      series of Voting Shares to subscribe for or purchase Voting Shares or
      securities convertible into or exchangeable for Voting Shares (other than
      holders resident in any jurisdiction where the distribution or exercise of
      such rights is restricted or impractical as a result of applicable law),
      provided that such rights are acquired directly from the Corporation and
      not from any other Person, and provided that the Person does not thereby
      Beneficially Own a greater percentage of the Voting Shares than the
      percentage of Voting Shares Beneficially Owned by such Person immediately
      prior to such acquisition; or

	
       
	
       
	
       

	
       
	
      (iv) 
	
      pursuant to a distribution by the Corporation of Voting
      Shares, or securities convertible into or exchangeable for Voting Shares
      (and the conversion or exchange of such convertible or exchangeable
      securities) made pursuant to a prospectus or by way of private placement
      by the Corporation provided that such Person does not thereby Beneficially
      Own a greater percentage of Voting Shares so offered than the percentage
      of Voting Shares Beneficially Owned by such Person immediately prior to
      such acquisition.



“Redemption Price” has the meaning ascribed to that term
in subsection 5.1(a) hereof. 

“Regular Periodic Cash Dividends” means cash dividends
paid at regular intervals in any fiscal year of the Corporation to the extent
that such cash dividends do not exceed, in the aggregate, the greatest of: 

	
       
	
      (v) 
	
      200% of the aggregate amount of cash dividends declared
      payable by the Corporation on its Common Shares in its immediately
      preceding fiscal year;

	
       
	
       
	
       

	
       
	
      (vi) 
	
      300% of the arithmetic mean of the aggregate amounts of
      cash dividends declared payable by the Corporation on its Common Shares in
      its three immediately preceding fiscal years; and

	
       
	
       
	
       

	
       
	
      (vii) 
	
      100% of the aggregate consolidated net income of the
      Corporation, before extraordinary items, for its immediately preceding
      fiscal year.



“Right” shall have the meaning ascribed thereto in the
recitals to this Agreement; 

- 12 -




“Rights Agent” means American Stock Transfer & Trust
Company, LLC, a limited liability trust company existing under the laws of New
York, and any successor Rights Agent appointed pursuant to the provisions
hereof. 

“Rights Certificate” has the meaning ascribed to that
term in subsection 2.2(c) hereof. 

“Rights Register” and “Rights Registrar” shall
have the respective meanings ascribed thereto in subsection 2.6(a) hereof. 

“Securities Act (Ontario)” means
the Securities Act, R.S.O. 1990, c. S.5, as amended, and the regulations and
rules thereunder, unless otherwise specified, as the same exist on the date
hereof. 

“Separation Time” means the Close of Business on the
tenth Business Day after the earliest of: 

	
       
	
      (i) 
	
      the Stock Acquisition Date;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      the date of the commencement of, or first public
      announcement (provided such announcement is made after the Record Time) of
      the intent of any Person (other than the Corporation or any Subsidiary of
      the Corporation) to commence, a Take- over Bid (other than a Permitted Bid
      or a Competing Permitted Bid, as the case may be); and

	
       
	
       
	
       

	
       
	
      (iii) 
	
      the date upon which a Permitted Bid or Competing
      Permitted Bid ceases to be such;



or such later date as may be determined by the Board of
Directors in good faith, provided that: (i) if the foregoing results in a
Separation Time being prior to the Record Time, the Separation Time shall
(subject to any determination of the Board of Directors as aforesaid) be the
Record Time; (ii) if any such Take-over Bid expires, is cancelled, is terminated
or is otherwise withdrawn prior to the Separation Time without securities
deposited thereunder being taken up and paid for, then such Take-over Bid shall
be deemed, for purposes of this definition never to have been made; and (iii) if
the Board of Directors determines, pursuant to Section 5.1, to waive the
application of Section 3.1 to a Flip-In Event, then the Separation Time in
respect of such Flip-In Event shall be deemed never to have occurred. 

“Shares” means the shares in the capital of the
Corporation. 

“Stock Acquisition Date” means the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 5.2(1) of Multilateral Instrument
62-104 – Take-Over Bids and Issuer Bids, Section 102.1 of the
Securities Act (Ontario), Section 13(d) of the 1934 Exchange Act
or any other applicable securities laws, as amended from time to time and any
provision substituted therefor) by the Corporation or an Acquiring Person of
facts indicating that a Person has become an Acquiring Person. 

“Subsidiary”: a body corporate is a Subsidiary of
another body corporate if: 

	
       
	
      (i) 
	
      it is controlled by (A) that other, or (B) that other and
      one or more bodies corporate, each of which is controlled by that other,
      or (C) two or more bodies corporate, each of which is controlled by that
      other, or



- 13 -





	 	(ii) 	
      it is a Subsidiary of a body corporate that is that
      others Subsidiary.



“Take-over Bid” means an Offer to Acquire Voting Shares
or Convertible Securities (or both), where the securities subject to the Offer
to Acquire, together with the Voting Shares, if any, into which the securities
subject to the Offer to Acquire are convertible and the Voting Shares
Beneficially Owned by the Offeror at the date of the Offer to Acquire
constitute, in the aggregate, 20% or more of the then outstanding Voting Shares.


“Termination Time” means the time at which the right to
exercise Rights shall terminate pursuant to Section 5.1 hereof. 

“Trading Day”, when used with respect to any securities,
means a day on which the principal securities exchange in Canada on which such
securities are listed or admitted to trading is open for the transaction of
business, or if the securities are not listed or admitted to trading on any
securities exchange in Canada, a Business Day. 

“U.S.-Canadian Exchange Rate” means, on any date: 

	
       
	
      (i) 
	
      if on such date the Bank of Canada sets an average noon
      spot rate of exchange for the conversion of one United States dollar into
      Canadian dollars, such rate; and

	
       
	
       
	
       

	
       
	
      (ii) 
	
      in any other case, the rate for such date for the
      conversion of one United States dollar into Canadian dollars calculated in
      the manner which shall be determined by the Board of Directors from time
      to time.



“U.S. Dollar Equivalent” of any amount which is
expressed in Canadian dollars means, on any date, the United States dollar
equivalent of such amount determined by reference to the Canadian-U.S. Exchange
Rate on such date. 

“Voting Share Reduction” means an acquisition,
redemption or cancellation by the Corporation of Voting Shares which by reducing
the number of Voting Shares outstanding, increases the percentage of Voting
Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then
outstanding. 

“Voting Shares” means, collectively, the Common Shares
and any other Shares entitled to vote generally for the election of directors.


	1.2 	
      Holder



As used in this Agreement, unless the context otherwise
requires, the term holder when used with reference to Rights, means the
registered holder of such Rights or, prior to the Separation Time, the
associated Common Shares. 

	1.3 	
      Acting Jointly or in
Concert



For purposes of this Agreement, a Person is acting jointly or
in concert with every other Person who: (i) is an Associate or Affiliate of such
first mentioned Person; or (ii) who is a party to any agreement, arrangement, commitment or understanding,
whether formal or informal, with the first mentioned Person, or any Person
acting jointly or in concert with the first mentioned Person, for the purpose of
acquiring or offering to acquire Voting Shares. 

- 14 -





	1.4 	
      Determination of Percentage
  Ownership



For purposes of this Agreement, the percentage of Voting Shares
Beneficially Owned by any Person at any time shall be and be deemed to be the
product determined by the formula: 

     100 x A / B 

where:

		A = 	the number of votes for the election of all
      directors generally attached to the Voting Shares Beneficially Owned by
      such Person at such time; and 
	 	  	  
		B = 	the number of votes for the election of all
      directors generally attached to all Voting Shares outstanding at such
      time. 


Where any Person is deemed to Beneficially Own unissued Voting
Shares, such Voting Shares shall be deemed to be outstanding for the purpose of
calculating the percentage of Voting Shares Beneficially Owned by such Person in
both the numerator and the denominator above, but unissued Voting Shares which
another Person may be deemed to Beneficially Own shall not be included in the
denominator of the above formula. 

	1.5 	
      Application of Statutes, Regulations and
    Rules



Unless the context otherwise requires, any reference to a
specific section, subsection, clause or rule of any act or regulation shall be
deemed to refer to the same as it may be amended, re-enacted or replaced or, if
repealed and there shall be no replacement therefore, to the same as it is in
effect on the date of this Agreement. 

	1.6 	
      Currency



All sums of money which are referred to in this Agreement are
expressed in lawful money of Canada, unless otherwise specified. 

	1.7 	
      Headings and References



The headings of the Articles and Sections of this Agreement and
the Table of Contents are inserted for convenience of reference only and shall
not affect the construction or interpretation of this Agreement. All references
to Articles, Sections, clauses, subclauses and Exhibits are to articles,
sections, clauses and subclauses of and Exhibits to, and forming part of, this
Agreement. The words “hereto”, “herein”, “hereof”, “hereunder”, “this
Agreement”, the “Rights Agreement” and similar expressions refer to this
Agreement including the Exhibits, as the same may be amended, modified or
supplemented at any time or from time to time. 


- 15 -



	1.8 	
      Singular, Plural, etc.



In this Agreement, where the context so admits, words importing
the singular number include the plural and vice versa and words importing gender
include the masculine, feminine and neuter genders. 

ARTICLE II 
THE RIGHTS 

	2.1 	
      Issuance and Legend on Common Share
      Certificates




	
       
	
      (a) 
	
      One Right in respect of each Common Share outstanding at
      the Record Time and each Common Share that may be issued after the Record
      Time and prior to the earlier of the Separation Time and the Expiration
      Time shall be issued in accordance with the terms hereof. Notwithstanding
      the foregoing, one Right in respect of each Common Share issued after the
      Record Time upon the exercise of rights pursuant to Convertible Securities
      outstanding at the Record Time may be issued after the Separation Time but
      prior to the Expiration Time.

	
       
	
       
	
       

	
       
	
      (b) 
	
      Certificates for Common Shares issued after the Record
      Time hereof but prior to the earlier of the Separation Time and the
      Expiration Time shall evidence, in addition to the Common Shares, one
      Right for each Common Share represented thereby and shall have impressed,
      printed, or written thereon or otherwise affixed thereto a legend in
      substantially the following form:





	
      “Until the Separation Time (as such term is defined in
      the Rights Agreement referred to below), this certificate also evidences
      and entitles the holder hereof to certain Rights as set forth in a
      Shareholder Rights Plan Agreement (the “Rights Agreement”), made as of
      November 10, 2015, between SunOpta Inc. (the “Corporation”) and American
      Stock Transfer & Trust Company, LLC, as Rights Agent, the terms of
      which are hereby incorporated herein by reference and a copy of which is
      on file and may be inspected during normal business hours at the principal
      executive offices of the Corporation. Under certain circumstances, as set
      forth in the Rights Agreement, such Rights may be amended or redeemed, may
      expire, may become void (if, in certain circumstances, they are
      Beneficially Owned by a Person who is or becomes an Acquiring Person or
      any Person acting jointly or in concert with an Acquiring Person or with
      an Affiliate or Associate of an Acquiring Person, as such terms are
      defined in the Rights Agreement, or a transferee thereof), or may be
      evidenced by separate certificates and may no longer be evidenced by this
      certificate. The Corporation will mail or arrange for the mailing of a
      copy of the Rights Agreement to the holder of this certificate without
      charge within five days after the receipt of a written request therefor.”
      




Certificates representing Common
Shares that are issued and outstanding at the Record Time shall evidence one
Right for each Common Share evidenced thereby notwithstanding the absence of a
legend in substantially the foregoing form until the earlier of the Separation
Time and the Expiration Time. 

- 16 - 




	2.2 	
      Initial Exercise Price; Exercise of Rights; Detachment
      of Rights




	
       
	
      (a) 
	
      Subject to adjustment as herein set forth, each Right
      will entitle the holder thereof, after the Separation Time and prior to
      the Expiration Time, to purchase, for the Exercise Price (or its U.S.
      Dollar Equivalent on the Business Day immediately preceding the date of
      exercise of the Right), one Common Share. Notwithstanding any other
      provision of this Agreement, any Rights held by the Corporation or any of
      its Subsidiaries shall be void.

	
       
	
       
	
       

	
       
	
      (b) 
	
      Until the Separation Time:




	
       
	
      (i) 
	
      the Rights shall not be exercisable and no Right may be
      exercised; and

	
       
	
       
	
       

	
       
	
      (ii) 
	
      for administrative purposes, each Right shall be
      evidenced by the certificate for the associated Common Share registered in
      the name of the holder thereof (which certificate shall be deemed to
      represent a Rights Certificate) and shall be transferable only together
      with, and shall be transferred by a transfer of, such associated Common
      Share.




	
       
	
      (c) 
	
      From and after the Separation Time and prior to the
      Expiration Time, the Rights may be exercised and shall be registered and
      transferable independent of Common Shares. Promptly following the
      Separation Time, the Corporation shall prepare and the Rights Agent shall
      mail to each holder of record of Common Shares as of the Separation Time
      (other than an Acquiring Person, any other Person whose Rights are or
      become void pursuant to the provisions of subsection 3.1(b) hereof and, in
      respect of any Rights Beneficially Owned by such Acquiring Person which
      are not held of record by such Acquiring Person, the holder of record of
      such Rights), at such holder’s address as shown in the records of the
      Corporation (the Corporation hereby agreeing to furnish copies of such
      records to the Rights Agent for this purpose):




	
       
	
      (i) 
	
      a certificate (a “Rights Certificate”) in
      substantially the form of Exhibit “A” hereto appropriately completed and
      registered in such holder’s name, representing the number of Rights held
      by such holder at the Separation Time and having such marks of
      identification or designation and such legends, summaries or endorsements
      printed thereon as the Corporation may deem appropriate and as are not
      inconsistent with the provisions of this Agreement, or as may be required
      to comply with any applicable law or with any rule or regulation made
      pursuant thereto or with any rule or regulation of any stock exchange or
      quotation system on which the Rights may from time to time be listed or
      traded, or to conform to usage; and

	
       
	
       
	
       

	
       
	
      (ii) 
	
      a disclosure statement describing the
  Rights.




	
       
	
      (d) 
	
      Rights may be exercised in whole at any time or in part
      from time to time on any Business Day after the Separation Time and prior
      to the Expiration Time by submitting to the Rights Agent at its office in Brooklyn,
      New York or at any other office of the Rights Agent in the cities
      specified in the Rights Certificate or designated from time to time for
  that purpose by the Corporation after approval of the Rights Agent:  



- 17 - 






	
       
	
      (i) 
	
      the Rights Certificate evidencing such Rights with an
      Election to Exercise (an “Election to Exercise”) substantially in
      the form attached to the Rights Certificate, appropriately completed and
      duly executed by the holder or his executors or administrators or other
      personal representatives or his legal attorney duly appointed by
      instrument in writing in form and executed in a manner satisfactory to the
      Rights Agent; and

	
       
	
       
	
       

	
       
	
      (ii) 
	
      payment by certified cheque or money order payable to the
      order of the Corporation, of a sum equal to the Exercise Price multiplied
      by the number of Rights being exercised and a sum sufficient to cover any
      transfer tax or charge which may be payable in respect of any transfer
      involved in the issuance, transfer or delivery of Rights Certificates or
      the issuance, transfer or delivery of certificates for Common Shares in a
      name other than that of the holder of the Rights being
  exercised.




	
       
	
      (e) 
	
      Upon receipt of a Rights Certificate accompanied by a
      duly completed and executed Election to Exercise which does not indicate
      that Rights evidenced by such Rights Certificate have become void pursuant
      to subsection 3.1(b) hereof and payment as set forth in subsection 2.2(d)
      above, the Rights Agent (unless otherwise instructed by the Corporation)
      shall thereupon promptly:




	
       
	
      (i) 
	
      requisition from the transfer agent of the Common Shares
      certificates representing the number of Common Shares to be purchased (the
      Corporation hereby irrevocably authorizing its transfer agent to comply
      with all such requisitions);

	
       
	
       
	
       

	
       
	
      (ii) 
	
      when appropriate, requisition from the Corporation the
      applicable payment by cheque, bank draft or money order, if any, to be
      made in lieu of issuing fractional Common Shares;

	
       
	
       
	
       

	
       
	
      (iii) 
	
      after receipt of such certificates, deliver the same to
      or upon the order of the registered holder of such Rights Certificate,
      registered in such name or names as may be designated by such holder
      together with, where applicable, any payment in accordance with clause
      (ii) of this subsection 2(e) in lieu of a fractional interest;
  and

	
       
	
       
	
       

	
       
	
      (iv) 
	
      tender to the Corporation all payments received on
      exercise of the Rights.




	
       
	
      (f) 
	
      In case the holder of any Rights shall exercise less than
      all the Rights evidenced by such holder’s Rights Certificate, a new Rights
      Certificate evidencing (subject to the provisions of subsection 5.5(a)
      hereof) the Rights remaining unexercised will be issued by the Rights
      Agent to such holder or to such holder’s duly authorized
  assigns.



- 18 -





	 	(g) 	
      The Corporation covenants and agrees
to:




	
       
	
      (i) 
	
      take all such action as may be necessary on its part and
      within its powers to ensure that all Common Shares delivered upon exercise
      of Rights shall, at the time of delivery of the certificates evidencing
      such Common Shares (subject to payment of the Exercise Price), be duly and
      validly authorized, executed, issued and delivered and be fully paid and
      non-assessable;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      take all reasonable action as may be necessary on its
      part and within its power to comply with any applicable requirements of
      the Canada Business Corporations Act, the Securities Act
      (Ontario) or comparable legislation of each of the provinces and
      territories of Canada and of the United States of America, and the rules
      and regulations thereunder, and any other applicable law, rule or
      regulation, in connection with the issuance and delivery of Rights
      Certificates and of any securities of the Corporation upon exercise of
      Rights;

	
       
	
       
	
       

	
       
	
      (iii) 
	
      use commercially reasonable efforts to cause all Common
      Shares of the Corporation issued upon exercise of Rights to be listed upon
      The Toronto Stock Exchange and/or such other stock exchange on which the
      Common Shares are listed at that time;

	
       
	
       
	
       

	
       
	
      (iv) 
	
      pay when due and payable, if applicable, any and all
      Canadian federal, provincial transfer taxes (not including any taxes
      referable to the income or profit of the holder or exercising Person or
      any liability of the Corporation to withhold tax) and charges which may be
      payable in respect of the original issuance or delivery of the Rights
      Certificates or of any Common Shares of the Corporation issued upon the
      exercise of Rights, provided that the Corporation shall not be required to
      pay any transfer tax or charge which may be payable in respect of any
      transfer involved in the transfer or delivery of Rights Certificates or
      the issuance or delivery of certificates for securities in a name other
      than that of the holder of the Rights being transferred or
    exercised;

	
       
	
       
	
       

	
       
	
      (v) 
	
      if necessary, cause to be reserved and kept available out
      of its authorized and unissued Common Shares the number of Common Shares
      that, as provided in this Agreement, will from time to time be sufficient
      to permit the exercise in full of all outstanding Rights; and

	
       
	
       
	
       

	
       
	
      (vi) 
	
      after the Separation Time, except as permitted by Section
      5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action
      if at the time such action is taken it is reasonably foreseeable that such
      action will diminish substantially or otherwise eliminate the benefits
      intended to be afforded by the Rights.




	2.3 	Adjustments to Exercise Price, Number of
      Rights 


Subject to Section 5.19, the Exercise
Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights
outstanding are subject to adjustment from time to time as provided in this
Section 2.3. 

- 19 - 




	 	(a) 	
      If the Corporation shall at any time after the Record
      Time and prior to the Expiration Time:




	
       
	
      (i) 
	
      declare or pay a dividend on Common Shares payable in
      Common Shares (or other Shares or securities exchangeable for or
      convertible into or giving a right to acquire Common Shares or other
      Shares) otherwise than pursuant to any optional share dividend
    program;

	
       
	
       
	
       

	
       
	
      (ii) 
	
      subdivide or change the outstanding Common Shares into a
      greater number of Common Shares;

	
       
	
       
	
       

	
       
	
      (iii) 
	
      consolidate or change the outstanding Common Shares into
      a lesser number of Common Shares; or

	
       
	
       
	
       

	
       
	
      (iv) 
	
      issue any Common Shares (or other Shares or securities
      exchangeable for or convertible into or giving a right to acquire Common
      Shares or other Shares) in respect of, in lieu of, or in exchange for,
      existing Common Shares in a reclassification or redesignation of Common
      Shares, an amalgamation or statutory arrangement,



the Exercise Price and the number of
Rights outstanding, or, if the payment or effective date therefor shall occur
after the Separation Time, the securities purchasable upon exercise of Rights
shall be adjusted in the manner set forth below.

If the Exercise Price and number of
Rights are to be adjusted: 

	
       
	
      (x) 
	
      the Exercise Price in effect after such adjustment shall
      be equal to the Exercise Price in effect immediately prior to such
      adjustment divided by the number of Common Shares (or other Shares) (the
      “Expansion Factor”) that a holder of one Common Share immediately
      prior to such dividend, subdivision, change, consolidation or issuance
      would hold immediately thereafter as a result thereof (assuming the
      exercise of all such exchange or conversion rights, if any); and

	
       
	
       
	
       

	
       
	
      (y) 
	
      each Right held prior to such adjustment shall become
      that number of Rights equal to the Expansion Factor, and the adjusted
      number of Rights shall be deemed to be distributed among the Common Shares
      with respect to which the original Rights were associated (if they remain
      outstanding) and the Shares issued in respect of such dividend,
      subdivision, change, consolidation or issuance, so that each such Common
      Share (or other whole share or security exchangeable for or convertible
      into a whole Share of capital) shall have exactly one Right associated
      with it.



If the securities purchasable upon
exercise of Rights are to be adjusted, the securities purchasable upon exercise
of each Right after such adjustment shall be the securities that a holder of the
securities purchasable upon exercise of one Right immediately prior to such dividend,
subdivision, change, consolidation or issuance would hold immediately thereafter
as a result thereof. To the extent that any such rights of exchange, conversion
or acquisition are not exercised prior to the expiration thereof, the Exercise
Price shall be readjusted to the Exercise Price which would then be in effect
based upon the number of Common Shares (or securities convertible into or
exchangeable for Common Shares) actually issued upon the exercise of such
Rights. If after the Record Time and prior to the Expiration Time the
Corporation shall issue any Shares of its authorized capital other than Common
Shares in a transaction of a type described in the first sentence of this
subsection 2.3(a), such Shares shall be treated herein as nearly equivalent to
Common Shares as may be practicable and appropriate under the circumstances and
the Corporation and the Rights Agent agree to amend this Agreement in order to
effect such treatment. 

- 20 - 




If the Corporation shall at any time
after the Record Time and prior to the Separation Time issue any Common Shares
otherwise than in a transaction referred to in the preceding paragraph, each
such Common Share so issued shall automatically have one new Right associated
with it, which Right shall be evidenced by the certificate representing such
Share. 

	
       
	
      (b) 
	
      If the Corporation shall at any time after the Record
      Time and prior to the Separation Time fix a record date for the making of
      a distribution to all holders of Common Shares of rights or warrants
      entitling them (for a period expiring within 45 days after such record
      date) to subscribe for or purchase Common Shares (or securities
      convertible into or exchangeable for or carrying a right to purchase or
      subscribe for Common Shares) at a price per Common Share (or, in the case
      of a security convertible into or exchangeable for or carrying a right to
      purchase or subscribe for Common Shares, having a conversion, exchange or
      exercise price (including the price required to be paid to purchase such
      convertible or exchangeable security or right) per share) that is less
      than 95% of the Market Price per Common Share on such record date, the
      Exercise Price shall be adjusted. The Exercise Price in effect after such
      record date shall equal the Exercise Price in effect immediately prior to
      such record date multiplied by a fraction, of which the numerator shall be
      the number of Common Shares outstanding on such record date plus the
      number of Common Shares which the aggregate offering price of the total
      number of Common Shares so to be offered (and/or the aggregate initial
      conversion, exchange or exercise price of the convertible or exchangeable
      securities or rights so to be offered (including the price required to be
      paid to purchase such convertible or exchangeable securities or rights))
      would purchase at such Market Price, and of which the denominator shall be
      the number of shares of Common Shares outstanding on such record date plus
      the number of additional Common Shares to be offered for subscription or
      purchase (or into which the convertible or exchangeable securities or
      rights so to be offered are initially convertible, exchangeable or
      exercisable). In case such subscription price may be paid in a form other
      than cash, the value of such non-cash consideration shall be as determined
      by the Board of Directors. To the extent that any such rights or warrants
      are not so issued or, if issued, are not exercised prior to the expiration
      thereof, the Exercise Price shall be readjusted to the Exercise Price
      which would then be in effect if such record date had not been fixed or to the Exercise Price
      which would then be in effect based upon the number of Common Shares (or
      securities convertible into or exchangeable for Common Shares) actually
      issued upon the exercise of such rights or warrants, as the case may be.
      For purposes of this Agreement, the granting of the right to purchase
      Common Shares (whether previously unissued, treasury shares or otherwise)
      pursuant to any optional dividend reinvestment plan and/or any Common
      Share purchase plan providing for the reinvestment of dividends payable on
      securities of the Corporation and/or employee stock option, stock purchase
      or other employee benefit plan (so long as such right to purchase is in no
      case evidenced by the delivery of rights or warrants) shall not be deemed
      to constitute an issue of rights or warrants by the Corporation; provided,
      however, that, in the case of any dividend reinvestment plan, the right to
      purchase Common Shares is at a price per share of not less than 90% of the
      then current Market Price per share (determined as provided in such plan)
  of the Common Shares.



- 21 -





	
       
	
      (c) 
	
      If the Corporation shall at any time after the Record
      Time and prior to the Separation Time fix a record date for the making of
      a distribution to all holders of Common Shares of evidences of
      indebtedness or assets (other than a Regular Periodic Cash Dividend or a
      dividend paid in Common Shares) or rights or warrants (excluding those
      referred to in subsection 2.3(a) or 2.3(b)), the Exercise Price shall be
      adjusted. The Exercise Price in effect after such record date shall equal
      the Exercise Price in effect immediately prior to such record date less
      the fair market value (as determined by the Board of Directors) of the
      portion of the assets, evidences of indebtedness, rights or warrants so to
      be distributed applicable to the securities purchasable upon exercise of
      one Right. Such adjustments shall be made successively whenever a record
      date is fixed, and in the event that such distribution is not so made, the
      Exercise Price shall be adjusted to be the Exercise Price which would have
      been in effect if such record date had not been fixed.

	
       
	
       
	
       

	
       
	
      (d) 
	
      Each adjustment made pursuant to this Section 2.3 shall
      be made as of:




	
       
	
      (i) 
	
      the payment or effective date for the applicable
      dividend, subdivision, change, consolidation or issuance in the case of an
      adjustment made pursuant to subsection 2.3(a) above; and

	
       
	
       
	
       

	
       
	
      (ii) 
	
      the record date for the applicable dividend or
      distribution, in the case of an adjustment made pursuant to subsections
      2.3(b) or (c) above.




	
       
	
      (e) 
	
      Subject to the prior consent of the holders of Common
      Shares or Rights obtained in accordance with the provisions of subsection
      5.4(b) or (c), as applicable, if the Corporation shall at any time after
      the Record Time and prior to the Expiration Time issue any Shares (other
      than Common Shares), or rights or warrants to subscribe for or purchase
      any such Shares, or securities convertible into or exchangeable for any
      such Shares, in a transaction referred to in clause (a)(i) or (a)(iv) of
      this Section 2.3 and if the Board of Directors determines that the
      adjustments contemplated by subsections 2.3(a), (b) and (d) above in
      connection with such transaction will not appropriately protect the
      interests of the holders of Rights, the Board of Directors may determine
      what other adjustments to the Exercise Price, number of Rights and/or securities
      purchasable upon exercise of Rights would be appropriate and,
      notwithstanding such clauses, such adjustments (rather than the
      adjustments contemplated by subsections 2.3(a), (b) and (d) above) shall
      be made and the Corporation and the Rights Agent shall amend this
  Agreement as appropriate to provide for such adjustments.



- 22 - 





	
       
	
      (f) 
	
      Anything herein to the contrary notwithstanding, no
      adjustment to the Exercise Price shall be required unless such adjustment
      would require an increase or decrease of at least 1% in such Exercise
      Price; provided, however, that any adjustments which by reason of this
      subsection 2.3(f) are not required to be made shall be carried forward and
      taken into account in any subsequent adjustment. Each adjustment made
      pursuant to this Section 2.3 shall be calculated to the nearest cent or to
      the nearest one ten-thousandth of a Common Share or Right, as the case may
      be.

	
       
	
       
	
       

	
       
	
      (g) 
	
      All Rights originally issued by the Corporation
      subsequent to any adjustment made to an Exercise Price hereunder shall
      evidence the right to purchase, at the adjusted Exercise Price, the number
      of Common Shares purchasable from time to time hereunder upon exercise of
      the Rights, all subject to further adjustment as provided
herein.

	
       
	
       
	
       

	
       
	
      (h) 
	
      Unless the Corporation shall have exercised its election
      as provided in subsection 2.3(i) below, upon each adjustment of an
      Exercise Price as a result of the calculations made in subsections 2.3(b)
      and (c), each Right outstanding immediately prior to the making of such
      adjustment shall thereafter evidence the right to purchase, at the
      adjusted Exercise Price, that number of Common Shares (calculated to the
      nearest one ten-thousandth) obtained by:




	
       
	
      (i) 
	
      multiplying (A) the number of Common Shares covered by a
      Right immediately prior to this adjustment, by (B) the Exercise Price in
      effect immediately prior to such adjustment of the Exercise Price;
    and

	
       
	
       
	
       

	
       
	
      (ii) 
	
      dividing the product so obtained by the Exercise Price in
      effect immediately after such adjustment of the Exercise
  Price.




	
       
	
      (i) 
	
      The Corporation may elect on or after the date of any
      adjustment of an Exercise Price to adjust the number of Rights, in lieu of
      any adjustment in the number of Common Shares purchasable upon the
      exercise of a Right. Each of the Rights outstanding after the adjustment
      in the number of Rights shall be exercisable for the number of Common
      Shares for which a Right was exercisable immediately prior to such
      adjustment. Each Right held of record immediately prior to such adjustment
      of the number of Rights shall become the number of Rights (calculated to
      the nearest one ten-thousandth) obtained by dividing the Exercise Price in
      effect immediately prior to the adjustment of the Exercise Price by the
      Exercise Price in effect immediately after adjustment of the Exercise
      Price. The Corporation shall make a public announcement of its election to
      adjust the number of Rights, indicating the record date for the adjustment
      and, if known at the time, the amount of the adjustment to be made. This
      record date may be the date on which the Exercise Price is adjusted or any
      date thereafter, but, if the Rights Certificates have
  been issued, shall be at least 10 calendar days after the date
      of the public announcement. If Rights Certificates have been issued, upon
      each adjustment of the number of Rights pursuant to this subsection
      2.3(i), the Corporation shall, as promptly as practicable, cause to be
      distributed to holders of record of Rights Certificates on such record
      date, Rights Certificates evidencing the additional Rights to which such
      holder shall be entitled as a result of such adjustment, or, at the option
      of the Corporation, shall cause to be distributed to such holders of
      record in substitution or replacement for the Rights Certificates held by
      such holders prior to the date of adjustment, and upon surrender thereof,
      if required by the Corporation, new Rights Certificates evidencing all the
      Rights to which such holders shall be entitled after such adjustment.
      Rights Certificates so to be distributed shall be issued, executed and
      countersigned in the manner provided for herein and may bear, at the
      option of the Corporation, the adjusted Exercise Price and shall be
      registered in the names of the holders of record of Rights Certificates on
  the record date specified in the public announcement.



- 23 -





	
       
	
      (j) 
	
      Irrespective of any adjustment or change in the
      securities purchasable upon exercise of the Rights, the Rights
      Certificates theretofore and thereafter issued may continue to express the
      securities so purchasable which were expressed in the initial Rights
      Certificates issued hereunder.

	
       
	
       
	
       

	
       
	
      (k) 
	
      If, as a result of an adjustment made pursuant to Section
      3.1, the holder of any Right thereafter exercised shall become entitled to
      receive any securities other than Common Shares, thereafter the number of
      such other securities so receivable upon exercise of any Right and the
      applicable Exercise Price thereof shall be subject to adjustment from time
      to time in a manner and on terms as nearly equivalent as may be
      practicable to the provisions with respect to the Common Shares contained
      in the foregoing subsections of this Section 2.3 and the provisions of
      this Agreement with respect to the Common Shares shall apply on like terms
      to any such other securities.

	
       
	
       
	
       

	
       
	
      (l) 
	
      In any case in which this Section 2.3 shall require that
      any adjustment in the Exercise Price be made effective as of a record date
      for a specified event, the Corporation may elect to defer until the
      occurrence of such event the issuance to the holder of any Right exercised
      after such record date of the number of Common Shares and other securities
      of the Corporation, if any, issuable upon such exercise over and above the
      number of Common Shares and other securities of the Corporation, if any,
      issuable upon such exercise on the basis of the Exercise Price in effect
      prior to such adjustment; provided, however, that the Corporation shall
      deliver to such holder an appropriate instrument evidencing such holder’s
      right to receive such additional Common Shares or other securities upon
      the occurrence of the event requiring such adjustment.

	
       
	
       
	
       

	
       
	
      (m) 
	
      Notwithstanding anything in this Section 2.3 to the
      contrary, the Corporation shall be entitled to make such reductions in the
      Exercise Price, in addition to those adjustments expressly required by
      this Section 2.3, as and to the extent that, in their judgment, the Board
      of Directors determines advisable in order that any: (i) subdivision or
      consolidation of the Common Shares; (ii) issuance wholly for cash of any
      Common Shares at less than applicable Market Price; (iii) issuance wholly
      for cash of any Common Shares or securities that by their terms are
      exchangeable for or convertible into or give a right to acquire Common
      Shares; (iv) stock dividends; or (v) issuance of rights, options or
      warrants referred to in this Section 2.3, hereafter made by the
      Corporation to holders of its Common Shares, and subject to applicable
      taxation laws, shall not be taxable to such shareholders.



- 24 - 





	 	(n) 	
      If an event occurs which would require an adjustment
      under both this Section 2.3 and subsection 3.1(a), the adjustment provided
      for in this Section 2.3 shall be in addition to, and shall be made prior
      to, any adjustment required under subsection 3.1(a).

	 	 	 
	 	(o) 	
      Whenever an adjustment to the Exercise Price or a change
      in the securities purchasable upon the exercise of Rights is made pursuant
      to this Section 2.3, the Corporation shall
promptly:




	 	(i) 	
      prepare a certificate setting forth such adjustment and a
      brief statement of the facts accounting for such adjustment;

	 	 	 
	 	(ii) 	
      file with the Rights Agent and with each transfer agent
      for the Common Shares, a copy of such certificate; and

	 	 	 
	 	(iii) 	
      cause notice of the particulars of such adjustment or
      change to be given to the holders of the Rights,



provided, however, failure to file
such certificate or to cause such notice to be given as aforesaid, or any defect
therein, shall not affect the validity of any such adjustment or change. 

	2.4 	Date on Which Exercise is Effective
  


Each Person in whose name any certificate for Shares is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Shares represented thereby on, and such certificate
shall be dated, the date upon which the Rights Certificate evidencing such
Rights was duly submitted (together with a duly completed Election to Exercise)
and payment of the Exercise Price for such Rights (and any applicable transfer
taxes and other charges payable by the exercising holder hereunder) was made;
provided, however, that if the date of such exercise is a date upon which the
relevant Share transfer books of the Corporation are closed, such Person shall
be deemed to have become the recorded holder of such Shares on, and such
certificate shall be dated, the next succeeding Business Day on which the said
Share transfer books of the Corporation are open. 

	2.5 	Execution, Authentication, Delivery and
      Dating of Rights Certificates 



	 	(a) 	
      The Rights Certificates shall be executed on behalf of
      the Corporation by any two of its Chairman, its Chief Executive Officer,
      its Chief Financial Officer, its General Counsel or its Corporate
      Secretary. The signature of any of these officers on the Rights
      Certificates may be manual or facsimile.



- 25 -





	
       
	
      (b) 
	
      Rights Certificates bearing the manual or facsimile
      signatures of individuals who were at any time the proper officers of the
      Corporation shall bind the Corporation, notwithstanding those individuals
      or any of them have ceased to hold such offices prior to the
      countersignature and delivery of such Rights Certificates.

	
       
	
       
	
       

	
       
	
      (c) 
	
      Promptly after the Corporation learns of the Separation
      Time, the Corporation shall notify the Rights Agent of such Separation
      Time and shall deliver Rights Certificates executed by the Corporation to
      the Rights Agent for countersignature, and the Rights Agent shall manually
      countersign and deliver such Rights Certificates to the holders of the
      Rights pursuant to subsection 2.2(c) hereof. No Rights Certificate shall
      be valid for any purpose until countersigned by the Rights Agent in the
      manner described above.

	
       
	
       
	
       

	
       
	
      (d) 
	
      Each Rights Certificate shall be dated the date of
      countersignature thereof.




	2.6 	Registration, Registration of Transfer and
      Exchange 



	
       
	
      (a) 
	
      The Corporation shall cause to be kept a register (the
      “Rights Register”) in which, subject to such reasonable regulations
      as it may prescribe, the Corporation shall provide for the registration
      and transfer of Rights. The Rights Agent is hereby appointed as the
      registrar for the Rights (the “Rights Registrar”) for the purpose
      of maintaining the Rights Register for the Corporation and registering
      Rights and transfers of Rights as herein provided. If the Rights Agent
      shall cease to be the Rights Registrar, the Rights Agent shall have the
      right to examine the Rights Register at all reasonable times.

	
       
	
       
	
       

	
       
	
      (b) 
	
      After the Separation Time and prior to the Expiration
      Time, upon surrender for registration of transfer or exchange of any
      Rights Certificate, and subject to the provisions of subsection 2.6(d)
      below, the Corporation shall execute, and the Rights Agent shall
      countersign and deliver, in the name of the holder or the designated
      transferee or transferees, as required pursuant to the holder’s
      instructions, one or more new Rights Certificates evidencing the same
      aggregate number of Rights as did the Rights Certificate so
      surrendered.

	
       
	
       
	
       

	
       
	
      (c) 
	
      All Rights issued upon any registration of transfer or
      exchange of Rights Certificates shall be the valid obligations of the
      Corporation, and such Rights shall be entitled to the same benefits under
      this Agreement as the Rights surrendered upon such registration of
      transfer or exchange.

	
       
	
       
	
       

	
       
	
      (d) 
	
      Every Rights Certificate surrendered for registration of
      transfer or exchange shall have the form of assignment thereon duly
      completed and endorsed, or be accompanied by a written instrument of
      transfer in form satisfactory to the Corporation or the Rights Agent, as
      the case may be, duly executed by the holder thereof or such holder’s
      attorney duly authorized in writing. As a condition to the issuance of any
      new Rights Certificate under this Section 2.6, the Corporation may require
      the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and other expenses
      (including the reasonable fees and expenses of its Rights Agent) connected
      therewith.



- 26 - 





	
       
	
      (e) 
	
      The Corporation shall not be required to register the
      transfer or exchange of any Rights after the Rights have been terminated
      pursuant to the provisions of this Agreement.




	2.7 	Mutilated, Destroyed, Lost and Stolen Rights
      Certificates 



	
       
	
      (a) 
	
      If any mutilated Rights Certificate is surrendered to the
      Rights Agent prior to the Expiration Time, the Corporation shall execute
      and the Rights Agent shall countersign and deliver a new Rights
      Certificate evidencing the same number of Rights as did the Rights
      Certificate so surrendered.

	
       
	
       
	
       

	
       
	
      (b) 
	
      If there shall be delivered to the Corporation and the
      Rights Agent prior to the Expiration Time: (i) evidence to their
      satisfaction of the destruction, loss or theft of any Rights Certificate;
      and (ii) such indemnity and surety bond as may be required by them to save
      each of them and their respective agents harmless, then, in the absence of
      notice to the Corporation or the Rights Agent that such Rights Certificate
      has been acquired by a bona fide purchaser, the Corporation shall
      execute and upon the Corporation’s request, the Rights Agent shall
      countersign and deliver, in lieu of any such destroyed, lost or stolen
      Rights Certificate, a new Rights Certificate evidencing the same number of
      Rights as did the Rights Certificate so destroyed, lost or
  stolen.

	
       
	
       
	
       

	
       
	
      (c) 
	
      As a condition to the issuance of any new Rights
      Certificate under this Section 2.7, the Corporation may require the
      payment of a sum sufficient to cover any tax or other governmental charge
      that may be imposed in relation thereto and any other expenses (including
      the reasonable fees and expenses of the Rights Agent) connected
      therewith.

	
       
	
       
	
       

	
       
	
      (d) 
	
      Every new Rights Certificate issued pursuant to this
      Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate
      shall evidence an original additional contractual obligation of the
      Corporation, whether or not the destroyed, lost or stolen Rights
      Certificate shall be at any time enforceable by anyone, and shall be
      entitled to all the benefits of this Agreement equally and proportionately
      with any and all other Rights duly issued
hereunder.




	2.8 	Persons Deemed Owners



Prior to due presentment of a Rights Certificate (or, prior to
the Separation Time, the associated Share certificate) for registration of
transfer, the Corporation, the Rights Agent and any agent of the Corporation or
the Rights Agent may deem and treat the Person in whose name such Rights
Certificate (or, prior to the Separation Time, such Share certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever. As used in this Agreement, unless the context otherwise
requires, the term holder of any Rights means the registered holder of such
Rights (or, prior to the Separation Time, the associated Shares). 

- 27 -





	2.9 	Delivery and Cancellation of
      Certificates 


All Rights Certificates surrendered upon exercise or for
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Rights Agent, be delivered to the Rights Agent and, in any
case, shall be promptly cancelled by the Rights Agent. The Corporation may at
any time deliver to the Rights Agent for cancellation any Rights Certificates
previously countersigned and delivered hereunder which the Corporation may have
acquired in any manner whatsoever, and all Rights Certificates so delivered
shall be promptly cancelled by the Rights Agent. No Rights Certificates shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled as
provided in this Section 2.9, except as expressly permitted by this Agreement.


	2.10 	Agreement of Holders of Rights
  


Every holder of Rights by accepting the same consents and
agrees with the Corporation and the Rights Agent and with every other holder of
Rights that: 

	
       
	
      (a) 
	
      prior to the Separation Time, each Right shall be
      transferable only together with, and shall be transferred by a transfer
      of, the associated Share certificate representing such Right;

	
       
	
       
	
       

	
       
	
      (b) 
	
      after the Separation Time, the Rights Certificates shall
      be transferable only on the Rights Register as provided herein;

	
       
	
       
	
       

	
       
	
      (c) 
	
      prior to due presentment of a Rights Certificate (or,
      prior to the Separation Time, the associated Share certificate) for
      registration of transfer, the Corporation, the Rights Agent and any agent
      of the Corporation or the Rights Agent may deem and treat the Person in
      whose name the Rights Certificate (or, prior to the Separation Time, the
      associated Share certificate) is registered as the absolute owner thereof
      and of the Rights evidenced thereby (notwithstanding any notations of
      ownership or writing on such Rights Certificate or the associated Share
      certificate made by anyone other than the Corporation or the Rights Agent)
      for all purposes whatsoever, and neither the Corporation nor the Rights
      Agent shall be affected by any notice to the contrary;

	
       
	
       
	
       

	
       
	
      (d) 
	
      such holder has waived all rights to receive any
      fractional Right or fractional Share upon exercise of a Right;

	
       
	
       
	
       

	
       
	
      (e) 
	
      such holder is otherwise bound by and subject to the
      provisions of this Agreement, as amended from time to time in accordance
      with the terms hereof in respect of all Rights held;

	
       
	
       
	
       

	
       
	
      (f) 
	
      this Agreement may be supplemented or amended from time
      to time pursuant to, and in the circumstances set forth in, subsection
      5.4(a) upon the sole authority of the Board of Directors acting in good
      faith without the approval of any holder of Rights; and

	
       
	
       
	
       

	
       
	
      (g) 
	
      notwithstanding anything in this Agreement to the
      contrary, neither the Corporation nor the Rights Agent shall have any
      liability to any holder of a Right or any other Person as a result of its inability to perform any of its
      obligations under this Agreement by reason of any preliminary or permanent
      injunction or other order, decree or ruling by a court of competent
      jurisdiction or by a governmental, regulatory or administrative agency or
      commission, or any statute, rule, regulation or executive order
      promulgated or enacted by any governmental authority, prohibiting or
  otherwise restraining performance of such obligation.



- 28 -





ARTICLE III 
ADJUSTMENTS TO THE RIGHTS IN THE EVENT
OF CERTAIN TRANSACTIONS 

	3.1 	Flip-in Event 



	
       
	
      (a) 
	
      Subject to subsections 5.1(b), (c) and (d) hereof and
      except as provided below, if prior to the Expiration Time a Flip-in Event
      shall occur, each Right shall thereafter constitute, effective at the
      Close of Business on the tenth Business Day after the relevant Stock
      Acquisition Date, the right to purchase from the Corporation, upon
      exercise thereof in accordance with the terms hereof, that number of
      Common Shares having an aggregate Market Price on the date of consummation
      or occurrence of such Flip-In Event equal to twice the Exercise Price for
      an amount in cash equal to the Exercise Price (such right to be
      appropriately adjusted in a manner analogous to the applicable adjustment
      provided for in Section 2.3 hereof in the event that, after such date of
      consummation or occurrence, an event of a type analogous to any of the
      events described in Section 2.3 hereof shall have occurred with respect to
      such Common Shares).

	
       
	
       
	
       

	
       
	
      (b) 
	
      Notwithstanding anything in this Agreement to the
      contrary, upon the occurrence of a Flip-in Event, any Rights that are or
      were Beneficially Owned on or after the earlier of the Separation Time and
      the Stock Acquisition Date by:




	
       
	
      (i) 
	
      an Acquiring Person (or any Affiliate or Associate of an
      Acquiring Person or any Person acting jointly or in concert with an
      Acquiring Person or with an Affiliate or Associate of an Acquiring
      Person); or

	
       
	
       
	
       

	
       
	
      (ii) 
	
      a transferee or other successor in title, directly or
      indirectly, (a “Transferee”) of Rights held by an Acquiring Person
      (or any Affiliate or Associate of an Acquiring Person or any Person acting
      jointly or in concert with an Acquiring Person or with an Affiliate or
      Associate of an Acquiring Person) who becomes a Transferee concurrently
      with or subsequent to the Acquiring Person becoming an Acquiring Person,
      in a transfer, whether or not for consideration, that the Board of
      Directors has determined is part of a plan, understanding or scheme of an
      Acquiring Person (or an Affiliate or Associate of an Acquiring Person or
      any Person acting jointly or in concert with an Acquiring Person or an
      Affiliate or Associate of an Acquiring Person) that has the purpose or
      effect of avoiding the provisions of this subsection 3.1(b) applicable in
      the circumstances contemplated in clause (i)
hereof;



shall thereupon become and be void and
any holder of such Rights (including any Transferee) shall thereafter have no
rights whatsoever with respect to such Rights,whether under any provision of this Agreement or
      otherwise. The holder of any Rights represented by a Rights Certificate
      which is submitted to the Rights Agent, or any Co-Rights Agent (as defined
      in Section 4.1), upon exercise or for registration of transfer or exchange
      which does not contain the necessary certifications set forth in the
      Rights Certificate establishing that such Rights are not void under this
      subsection 3.1(b) shall be deemed to be an Acquiring Person for the
      purposes of this subsection 3.1(b) and such Rights shall be null and
void.

- 29 - 





	 	
      (c) 
	
      Any Rights Certificate that represents Rights
      Beneficially Owned by a Person described in either clauses (i) or (ii) of
      subsection 3.1(b) hereof or transferred to any nominee of any such Person,
      and any Rights Certificate issued upon the transfer, exchange or
      replacement of any other Rights Certificate referred to in this sentence
      shall contain the following legend:





	
      “The Rights represented by this Rights Certificate were
      issued to a Person who was an Acquiring Person or an Affiliate or an
      Associate of an Acquiring Person (as such terms are defined in the Rights
      Agreement) or was acting jointly or in concert with any of them. This
      Rights Certificate and the Rights represented hereby shall become void in
      the circumstances specified in subsection 3.1(b) of the Rights
      Agreement.”, 




provided, however, that the Rights
Agent shall not be under any responsibility to ascertain the existence of facts
that would require the imposition of such legend but shall be required to impose
such legend only if instructed to do so by the Corporation in writing or if a
holder fails to certify upon transfer or exchange in the space provided on the
Rights Certificate that such holder is not an Acquiring Person or an Affiliate
or Associate thereof or acting jointly or in concert with any of them. The
issuance of a Rights Certificate without the legend referred to in this
subsection shall be of no effect on the provisions of this subsection 3(b). 

ARTICLE IV 
THE RIGHTS AGENT 

	4.1 	General 



	
       
	
      (a) 
	
      The Corporation hereby appoints the Rights Agent to act
      as agent for the Corporation and the holders of Rights in accordance with
      the terms and conditions hereof, and the Rights Agent hereby accepts such
      appointment. The Corporation may from time to time appoint one or more
      co-rights agents (each, a “Co-Rights Agent”) as it may deem
      necessary or desirable after consultation with the Rights Agent. In such
      event, the respective duties of the Rights Agent and any Co-Rights Agent
      shall be as the Corporation may determine with the written approval of the
      Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable
      compensation for all services rendered by it hereunder and, from time to
      time on demand of the Rights Agent, its reasonable expenses and counsel
      fees and other disbursements incurred in the administration and execution
      of this Agreement and the exercise and performance of its duties
      hereunder. The Corporation also agrees to indemnify the Rights Agent, its officers, directors,
      employees and agents for, and to hold them harmless against, any loss,
      liability, or expense, incurred without gross negligence, bad faith or
      wilful misconduct on the part of the Rights Agent, its officers,
      directors, employees or agents, for anything done or omitted by them in
      connection with the acceptance and performance of this Agreement,
      including legal costs and expenses, which right to indemnification shall
      survive the termination of this Agreement or the resignation or removal of
  the Rights Agent.



- 30 -





	
       
	
      (b) 
	
      The Rights Agent shall be protected from, and shall incur
      no liability for or in respect of, any action taken, suffered or omitted
      by it in connection with its performance of this Agreement in reliance
      upon any certificate for Shares, Rights Certificate, certificate for other
      securities of the Corporation, instrument of assignment or transfer, power
      of attorney, endorsement, affidavit, letter, notice, direction, consent,
      certificate, opinion, statement or other paper or document believed by it
      to be genuine and to be signed, executed and, where necessary, verified or
      acknowledged, by the proper Person or Persons.

	
       
	
       
	
       

	
       
	
      (c) 
	
      The Corporation shall inform the Rights Agent in a
      reasonably timely manner of events which may materially affect the
      administration of this Agreement by the Rights Agent and, at any time upon
      written request, shall provide to the Rights Agent an incumbency
      certificate certifying the then current officers of the
  Corporation.




	4.2 	Merger, Amalgamation, Consolidation or
      Change of Name of Rights Agent 



	
       
	
      (a) 
	
      Any body corporate into which the Rights Agent or any
      successor Rights Agent may be merged or amalgamated or with which it may
      be consolidated, or any body corporate resulting from any merger,
      amalgamation, arrangement or consolidation to which the Rights Agent or
      any successor Rights Agent is a party, or any body corporate succeeding to
      the securityholder services business of the Rights Agent or any successor
      Rights Agent shall be the successor to the Rights Agent under this
      Agreement without the execution or filing of any paper or any further act
      on the part of any of the parties hereto, provided that such body
      corporate would be eligible for appointment as a successor Rights Agent
      under the provisions of Section 4.4 hereof. In case at the time such
      successor Rights Agent succeeds to the agency created by this Agreement
      any of the Rights Certificates have been countersigned but not delivered,
      any such successor Rights Agent may adopt the countersignature of the
      predecessor Rights Agent and deliver such Rights Certificates so
      countersigned; and in case at that time any or the Rights Certificates
      have not been countersigned, any successor Rights Agent may countersign
      such Rights Certificates either in the name of the predecessor Rights
      Agent or in the name of the successor Rights Agent; and in all such cases
      such Rights Certificates shall have the full force provided in the Rights
      Certificates and in this Agreement.

	
       
	
       
	
       

	
       
	
      (b) 
	
      In case at any time the name of the Rights Agent is
      changed and at such time any of the Rights Certificates shall have been
      countersigned but not delivered, the Rights Agent may adopt the
      countersignature under its prior name and deliver Rights Certificates so
      countersigned; and in case at that time any of the Rights
    Certificates shall not have been countersigned, the
Rights Agent way countersign such Rights Certificates either in its prior name
or in its changed name; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.



- 31 - 




	4.3 	Duties of Rights Agent



The Rights Agent undertakes the duties and obligations imposed
by this Agreement upon the following terms and conditions, by all of which the
Corporation and the holders of Rights Certificates, by their acceptance thereof,
shall be bound: 

	
       
	
      (a) 
	
      The Rights Agent may retain and consult with legal
      counsel (who may be legal counsel for the Corporation), and the opinion of
      such counsel will be full and complete authorization and protection to the
      Rights Agent as to any action taken or omitted by it in good faith and in
      accordance with such opinion. The Rights Agent may also, with the approval
      of the Corporation (such approval not to be unreasonably withheld),
      consult with such other experts as the Rights Agent shall consider
      necessary or appropriate to properly carry out the duties and obligations
      imposed under this Agreement (at the expense of the Corporation) and the
      Rights Agent shall be entitled to rely in good faith on the advice of any
      such expert.

	
       
	
       
	
       

	
       
	
      (b) 
	
      Whenever in the performance of its duties under this
      Agreement the Rights Agent deems it necessary or desirable that any fact
      or matter be proved or established by the Corporation prior to taking or
      suffering any action or refraining from taking any action hereunder, such
      fact or matter (unless other evidence in respect thereof be herein
      specifically prescribed) may be deemed to be conclusively proved and
      established by a certificate signed by an individual believed by the
      Rights Agent to be the Chairman, the Chief Executive Officer, the Chief
      Financial Officer, the General Counsel or the Corporate Secretary of the
      Corporation and delivered to the Rights Agent; and such certificate shall
      be full authorization to the Rights Agent for any action taken, omitted or
      suffered in good faith by it under the provisions of this Agreement in
      reliance upon such certificate.

	
       
	
       
	
       

	
       
	
      (c) 
	
      The Rights Agent shall be liable hereunder only for its
      own gross negligence, bad faith or wilful misconduct.

	
       
	
       
	
       

	
       
	
      (d) 
	
      The Rights Agent shall not be liable for or by reason of
      any of the statements of fact or recitals contained in this Agreement or
      in the certificates for Shares or the Rights Certificates (except its
      countersignature thereof) or be required to verify the same, but all such
      statements and recitals are and will be deemed to have been made by the
      Corporation only.

	
       
	
       
	
       

	
       
	
      (e) 
	
      The Rights Agent shall not be under any responsibility in
      respect of the validity of this Agreement or the execution and delivery
      hereof (except the due authorization, execution and delivery hereof by the
      Rights Agent) or in respect of the validity or execution of any Share
      certificate or Rights Certificate (except its countersignature thereof);
      nor will it be responsible for any breach by the Corporation of any
      covenant or condition contained in this Agreement or in any Rights
      Certificate; nor will it be responsible for any change in the
      exercisability of the Rights (including the Rights becoming void pursuant
      to subsection 3.1(b) hereof) or any adjustment required under the
      provisions of Section 2.3 hereof or responsible for the manner, method or
      amount of any such adjustment or the ascertaining of the existence of
      facts that would require any such adjustment (except with respect to the
      exercise of Rights after receipt of the certificate contemplated by
      Section 2.3 hereof describing any such adjustment); nor will it by any act
      hereunder be deemed to make any representation or warranty as to the
      authorization or reservation of any Shares to be issued pursuant to this
      Agreement or any Rights or as to whether any Shares shall, when issued, be
      duly and validly authorized, executed, issued and delivered and be fully
  paid and non-assessable.



- 32 -





	
       
	
      (f) 
	
      The Corporation agrees that it will perform, execute,
      acknowledge and deliver or cause to be performed, executed, acknowledged
      and delivered all such further and other acts, instruments and assurances
      as may reasonably be required by the Rights Agent for the carrying out or
      performing by the Rights Agent of the provisions of this
  Agreement.

	
       
	
       
	
       

	
       
	
      (g) 
	
      The Rights Agent is hereby authorized to rely upon and
      directed to accept written instructions with respect to the performance of
      its duties hereunder from any individual believed by the Rights Agent to
      be the Chairman, the Chief Executive Officer, the Chief Financial Officer,
      the General Counsel or the Corporate Secretary of the Corporation, and to
      apply to such individuals for advice or instructions in connection with
      its duties, and it shall not be liable for any action taken, omitted or
      suffered by it in good faith in accordance with instructions of any such
      individual.

	
       
	
       
	
       

	
       
	
      (h) 
	
      The Rights Agent and any shareholder, director, officer
      or employee of the Rights Agent may buy, sell or deal in Shares, Rights or
      other securities of the Corporation or become pecuniarily interested in
      any transaction in which the Corporation may be interested, or contract
      with or lend money to the Corporation or otherwise act as fully and freely
      as though it were not Rights Agent under this Agreement. Nothing herein
      shall preclude the Rights Agent from acting in any other capacity for the
      Corporation or for any other legal entity.

	
       
	
       
	
       

	
       
	
      (i) 
	
      The Rights Agent may execute and exercise any of the
      rights or powers hereby vested in it or perform any duty hereunder either
      itself or by or through its attorneys or agents, and the Rights Agent
      shall not be answerable or accountable for any act, default, neglect or
      misconduct of any such attorneys or agents or for any loss to the
      Corporation resulting from any such act, omission, default, neglect or
      misconduct, provided reasonable care was exercised in the selection and
      continued employment thereof.




	4.4 	Change of Rights Agent



The Rights Agent may resign and be discharged from its duties
under this Agreement upon 60 days’ notice (or such lesser notice as is
acceptable to the Corporation) in writing delivered or mailed to the Corporation
and to each transfer agent of Shares by first class mail, and mailed or
delivered to the holders of the Rights in accordance with Section 5.9 hereof.
The Corporation may remove the Rights Agent upon 60 days’ notice in writing, mailed
or delivered to the Rights Agent and to each transfer agent of the Shares by
first class mail, and mailed to the holders of the Rights in accordance with
Section 5.9 hereof. If the Rights Agent should resign or be removed or otherwise
become incapable of acting, the Corporation shall appoint a successor to the
Rights Agent. If the Corporation fails to make such appointment within a period
of 60 days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of any Rights (which holder shall, with such notice, submit such
holder’s Rights Certificate for inspection by the Corporation), then the holder
of any Rights may apply, at the Corporation’s expense, to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Corporation or by such a court, shall be a body
corporate incorporated under the laws of Canada or a province thereof authorized
to carry on the business of a trust company in the Province of Ontario or a body
corporate under the laws of the United States or a state thereof to carry on the
business of a trust company under the laws of the United States or a state
thereof. After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent upon receipt of all fees and expenses outstanding to the predecessor
Rights Agent by the Corporation shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the
Corporation shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Shares, and mail a notice thereof in
writing to the holders of the Rights in accordance with Section 5.9. Failure to
give any notice provided for in this Section 4.4, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be. 

- 33 -




	4.5 	Compliance with Anti-Money Laundering
      Legislation 


The Rights Agent shall retain the right not to act and shall
not be liable for refusing to act if, due to a lack of information or for any
reason whatsoever, the Rights Agent reasonably determines that such an act might
cause it to be in non-compliance with any applicable anti-money laundering or
anti-terrorist financing legislation, regulation or guideline. Further, should
the Rights Agent reasonably determine at any time that its acting under the
Agreement has resulted in it being in non-compliance with any applicable
anti-money laundering or anti-terrorist legislation, regulation or guideline,
then it shall have the right to resign on ten (10) days’ written notice to the
Corporation, provided that: (i) the Rights Agent’s written notice shall describe
the circumstances of such non-compliance; and (ii) that if such circumstances
are rectified to the Rights Agent’s satisfaction within such ten (10) day
period, then such resignation shall not be effective. 

	4.6 	Compliance with Privacy Legislation
  


All federal, state and/or provincial legislation that addresses
the protection of an individual’s personal information (collectively,
“Privacy Laws”) shall apply to obligations and activities under this
Agreement. Despite any other provision of this Agreement, neither the
Corporation nor the Rights Agent shall take or direct any action that would
contravene, or cause the other to contravene, applicable Privacy Laws. The
Corporation shall, prior to transferring or causing to be transferred personal information to the Rights
Agent, obtain and retain required information, or will have determined that such
consents either have previously been given upon which the parties can rely or
are not required under applicable Privacy Laws. The Rights Agent shall use
commercially reasonable efforts to ensure that its services hereunder comply
with applicable Privacy Laws. 

- 34 -




ARTICLE V 
MISCELLANEOUS 

	5.1 	Redemption and Waiver




	
       
	
      (a) 
	
      With the consent of the holders of Voting Shares or
      Rights obtained in accordance with subsection 5.4(b) or (c), as
      applicable, the Board of Directors, at any time prior to the occurrence of
      a Flip-in Event as to which the application of Section 3.1 has not been
      waived pursuant to this Section 5.1, may elect to redeem all but not less
      than all of the then outstanding Rights at a redemption price of $0.00001
      per Right appropriately adjusted in a manner analogous to the applicable
      adjustment to the Exercise Price provided for in Section 2.3 hereof if an
      event analogous to any of the events described in Section 2.3 shall have
      occurred (such redemption price being herein referred to as the
      “Redemption Price”).

	
       
	
       
	
       

	
       
	
      (b) 
	
      With the consent of the holders of Voting Shares or
      Rights obtained in accordance with subsection 5.4(b) or (c), as
      applicable, the Board of Directors may, at any time prior to the
      occurrence of a Flip-in Event as to which the application of Section 3.1
      has not been waived pursuant to this Section 5.1, if such Flip-in Event
      would occur by reason of an acquisition of Voting Shares otherwise than
      pursuant to a Take-over Bid made by means of a take-over bid circular to
      all holders of record of Voting Shares and otherwise than in the
      circumstances set forth in subsection 5.1(d), waive the application of
      Section 3.1 to such Flip-in Event. In such event, the Board of Directors
      shall extend the Separation Time to a date at least 10 Business Days
      subsequent to the meeting of shareholders called to approve such
      waiver.

	
       
	
       
	
       

	
       
	
      (c) 
	
      Prior to the occurrence of a Flip-in Event as to which
      the application of Section 3.1 has not been waived pursuant to this
      subsection 5.1(c), the Board of Directors may waive the application of
      Section 3.1 to such Flip-in Event but only if such Flip-in Event occurs as
      a result of a Takeover Bid made by way of a Take-over Bid circular sent to
      all holders of record of Voting Shares; provided, however, that if the
      Board of Directors waives the application of Section 3.1 to a particular
      Flip-in Event pursuant to this subsection 5.1(c), the Board of Directors
      shall be deemed to have waived the application of Section 3.1 to any other
      Flip-in Event occurring by reason of any Take-over Bid which is made by
      means of a Take-over Bid circular to all holders of record of Voting
      Shares prior to the expiry of any Take-over Bid (as the same may be
      extended from time to time) in respect of which a waiver is, or is deemed
      to have been, granted under this subsection 5.1(c).

	
       
	
       
	
       

	
       
	
      (d) 
	
      Notwithstanding the provisions of Subsections 5.1(b) and
      (c) hereof, the Board of Directors may waive the application of Section
      3.1 in respect of the occurrence of any Flip-in Event if: (i) the Board of
      Directors has determined that a Person became an Acquiring Person by inadvertence and without any
      intention to become, or knowledge that it would become, an Acquiring
      Person under this Agreement, and in the event such waiver is granted by
      the Board of Directors, a Stock Acquisition Date shall be deemed not to
      have occurred. Any such waiver pursuant to this subsection 5.1(d) must be
      on the condition that such Person, within 14 days after the foregoing
      determination by the Board of Directors or such earlier or later date as
      the Board of Directors may determine in good faith (the “Disposition
      Date”), has reduced its Beneficial Ownership of Voting Shares such
      that the Person is no longer an Acquiring Person. If the Person remains an
      Acquiring Person at the Close of Business on the Disposition Date, the
      Disposition Date shall be deemed to be the date of occurrence of a further
  Stock Acquisition Date and Section 3.1 shall apply thereto.



- 35 -





	
       
	
      (e) 
	
      The Board of Directors shall, without further formality,
      be deemed to have elected to redeem the Rights at the Redemption Price on
      the date that a Person who has made a Permitted Bid, a Competing Permitted
      Bid or Take-over Bid in respect of which the Board of Directors has
      waived, or is deemed to have waived, pursuant to section 5.1(c) the
      application of section 4.1, takes up and pays for Voting Shares pursuant
      to the terms and conditions of such Permitted Bid, Competing Permitted Bid
      or Take-over Bid, as the case may be.

	
       
	
       
	
       

	
       
	
      (f) 
	
      If the Board of Directors elects to or is deemed to have
      elected to redeem the Rights and, in circumstances where subsection 5.1(a)
      is applicable, such redemption is approved by the holders of Voting Shares
      or the holders of Rights in accordance with subsection 5.4(b) or (c), as
      applicable, (i) the right to exercise the Rights will thereupon, without
      further action and without notice, terminate and the only right thereafter
      of the holders of Rights shall be to receive the Redemption Price, and
      (ii) no further Rights shall thereafter be issued.

	
       
	
       
	
       

	
       
	
      (g) 
	
      Within 10 Business Days of the Board of Directors
      electing or having been deemed to have elected to redeem the Rights or, if
      subsection 5.1(a) is applicable, with 10 Business Days after the requisite
      consent being given by the holders of Voting Shares or Rights in
      accordance with subsection 5.4(b) or (c), as applicable, the Corporation
      shall give notice of redemption to the holders of the then outstanding
      Rights by mailing such notice to each such holder at his last address as
      it appears upon the Rights Register of the Rights Agent, or, prior to the
      Separation Time, on the share register maintained by the Corporation’s
      transfer agent for the Shares. Each such notice of redemption shall state
      the method by which the payment of the Redemption Price shall be made. The
      Corporation may not redeem, acquire or purchase for value any Rights at
      any time in any manner other than that specifically set forth in this
      section 5.1, except in connection with the purchase of Common Shares prior
      to the Separation Time.

	
       
	
       
	
       

	
       
	
      (h) 
	
      Where a Take-over Bid that is not a Permitted Bid or
      Competing Permitted Bid expires, is withdrawn or otherwise terminated
      after the Separation Time has occurred and prior to the occurrence of a
      Flip-in Event, the Board of Directors may, without the consent of the holders of Voting Shares or
      the holders of Rights, elect to redeem all of the outstanding Rights at
      the Redemption Price.



- 36 -





	
       
	
      (i) 
	
      Upon Rights being redeemed pursuant to subsection 5.1(h),
      all the provisions of this Agreement shall continue to apply as if the
      Separation Time had not occurred and Rights Certificates representing the
      number of Rights held by each holder of record of Common Shares as of the
      Separation Time had not been mailed to each such holder and for all
      purposes of this Agreement, the Separation Time shall be deemed not to
      have occurred.

	
       
	
       
	
       

	
       
	
      (j) 
	
      The Corporation shall give prompt written notice to the
      Rights Agent of any waiver of the application of Section 3.1 made by the
      Board of Directors under this Section 5.1.




	5.2 	Expiration 


No Person shall have any rights pursuant to this Agreement or
any Right after the Expiration Time, except as provided in Section 4.1 hereof.


	5.3 	Issuance of New Rights Certificates
  


Notwithstanding any of the provisions of this Agreement or of
the Rights to the contrary, the Corporation may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by the Board of
Directors to reflect any adjustment or change in the number or kind or class of
Shares purchasable upon exercise of Rights made in accordance with the
provisions of this Agreement. 

	5.4 	Supplements and Amendments




	
       
	
      (a) 
	
      The Corporation may make, without the approval of the
      holders of Rights or Voting Shares, any supplements or amendments to this
      Agreement: (i) specifically contemplated in any provision hereof; (ii) to
      correct any clerical or typographical error; or (iii) which are required
      to maintain the validity and effectiveness of the Agreement as a result of
      any change in any applicable laws, rules or regulatory requirements. The
      Corporation, prior to the date of any shareholders meeting referred to in
      Section 5.18, or any adjournment or postponement thereof, may supplement,
      amend, vary, delete or rescind any of the provisions of this Agreement
      without the approval of any holder of Rights or Voting Shares (whether or
      not such action would materially adversely affect the interests of the
      holders of Rights generally), where the Board of Directors deems in good
      faith that such action is necessary or desirable. Notwithstanding anything
      in this Section 5.4 to the contrary, no amendment shall be made to the
      provisions of Article IV except with the written concurrence of the Rights
      Agent to such supplement or amendment. Upon the delivery of a certificate
      from an appropriate officer of the Company which states that the proposed
      supplement or amendment is in compliance with the terms of this Section
      5.4, the Rights Agent shall execute such supplement or amendment, provided
      that such supplement or amendment does not adversely
  affect the rights or obligations of the Rights Agent under
  Section 4.1 or Section 4.3 of this Agreement.



- 37 -





	
       
	
      (b) 
	
      Subject to subsection 5.4(a), the Corporation, with the
      prior consent of the holders of Voting Shares obtained as set forth below,
      at any time before the Separation Time, may redeem Rights pursuant to
      subsection 5.1(a), waive a Flip-in Event pursuant to subsection 5.1(b) or
      otherwise supplement, amend, vary, delete or rescind any of the provisions
      of this Agreement and the Rights (whether or not such action would
      materially adversely affect the interests of the holders of Rights
      generally). Such consent shall be deemed to have been given if provided by
      the holders of Voting Shares at a meeting called and held in compliance
      with applicable laws, rules and regulatory requirements and the
      requirements in the articles and by-laws of the Corporation. Subject to
      compliance with any requirements imposed by the foregoing, consent shall
      be given if the proposed supplement, amendment, variation, deletion or
      rescission is approved by the affirmative vote of a majority of the votes
      cast by all Independent Shareholders represented in person or by proxy at
      the meeting. Alternatively, consent shall be deemed to be given if the
      action requiring such approval is approved by a written instrument signed
      by the holders of a majority of the outstanding Voting Shares that are
      held by Independent Shareholders. For the purposes hereof, each
      outstanding Right (other than Rights which are void pursuant to the
      provisions hereof) shall be entitled to one vote.

	
       
	
       
	
       

	
       
	
      (c) 
	
      The Corporation, with the prior consent of the holders of
      Rights obtained as set forth below, at any time after the Separation Time
      and before the Expiration Time, may redeem Rights pursuant to subsection
      5.1(a) or otherwise supplement, amend, vary, delete or rescind any of the
      provisions of this Agreement and the Rights (whether or not such action
      would materially adversely affect the interests of the holders of Rights
      generally). Such consent shall be deemed to have been given if provided by
      the holders of Rights at a meeting of holders of Rights called and held in
      compliance with applicable laws, rules and regulatory requirements and, to
      the extent possible, with the requirements in the articles and by-laws of
      the Corporation applicable to meetings of holders of Common Shares,
      applied mutatis mutandis. Subject to compliance with any
      requirements imposed by the foregoing, consent shall be given if the
      proposed supplement, amendment, variation, deletion or rescission is
      approved by the affirmative vote of a majority of the votes cast by
      holders of Rights (other than holders of Rights whose Rights have become
      null and void pursuant to subsection 3.1(b)), represented in person or by
      proxy at the meeting. Alternatively, consent shall be deemed to be given
      if the action requiring such approval is approved by a written instrument
      signed by the holders of a majority of the outstanding Rights (other than
      holders of Rights whose Rights have become null and void pursuant to
      subsection 3.1(b)). For the purposes hereof, each outstanding Right (other
      than Rights which are void pursuant to subsection 3.1(b)) shall be
      entitled to one vote.

	
       
	
       
	
       

	
       
	
      (d) 
	
      Any amendments made by the Corporation to this Agreement
      pursuant to subsection 5.4(a) which are required to maintain the validity
      and effectiveness of this Agreement as a result of any change in any
      applicable laws, rules or regulatory requirements
shall:



- 38 -





	
       
	
      (i) 
	
      if made before the Separation Time, be submitted to the
      holders of Voting Shares at the next meeting of shareholders and the
      shareholders may, by the majority referred to in subsection 5.4(b),
      confirm or reject such amendment; or

	
       
	
       
	
       

	
       
	
      (ii) 
	
      if made after the Separation Time, be submitted to the
      holders of Rights at a meeting to be called in accordance with the
      provisions of subsection 5.4(c) hereof and held within a period of 120
      days of the making of such amendment.



Any such amendment shall, unless the Board of Directors
otherwise stipulates, be effective from the date of the resolution of the Board
of Directors adopting such amendment, until it is confirmed or rejected or until
it ceases to be effective (as described in the next sentence) and, where such
amendment is confirmed, it continues in effect in the form so confirmed. If such
amendment is rejected by the shareholders of the Corporation or the holders of
Rights or is not submitted to the shareholders of the Corporation or holders of
Rights as required, then such amendment shall cease to be effective from and
after the termination of the meeting at which it was rejected or to which it
should have been but was not submitted or if such a meeting of the holders of
Rights is not held within a period of 120 days of the making of any such
amendment, at the end of such period, and no subsequent resolution of the Board
of Directors to amend this Agreement to substantially the same effect shall be
effective until confirmed by the shareholders of the Corporation or holders of
Rights as the case may be. 

	 	(e) 	
      The Corporation shall be required to provide the Rights
      Agent with notice in writing of any such amendment or supplement to this
      Agreement as referred to in this Section 5.4 within five days of effecting
      such amendment, rescission or variation.




	5.5 	Fractional Rights and Fractional Common
      Shares 



	 	(a) 	
      The Corporation shall not be required to issue fractions
      of Rights or to distribute Right Certificates which evidence fractional
      Rights. In lieu of issuing fractional Rights, the Corporation shall pay to
      the registered holders of the Right Certificates, at the time such
      fractional Rights would otherwise be issuable, an amount equal to the same
      fraction of the Market Price of one whole Right that the fraction of a
      Right that would otherwise be issuable is of one whole Right. The Rights
      Agent shall have no obligation to make any payments in lieu of fractional
      Rights unless the Corporation shall have provided the Rights Agent with
      the necessary funds to pay in full all amounts payable in accordance with
      Section 2.2(e).

	 	 	 
	 	(b) 	
      The Corporation shall not be required to issue fractions
      of Common Shares upon exercise of the Rights or to distribute certificates
      which evidence fractional Common Shares. In lieu of issuing fractional
      Common Shares, the Corporation shall pay to the registered holders of
      Right Certificates at the time such Rights are exercised as herein
      provided, an amount in cash equal to the same fraction of the Market Price
      of one Common Share that the fraction of a Common Share
  tha twould otherwise be issuable upon the
exercise of such Right is of a whole Common Share. The Rights Agent shall have
no obligation to make any payments in lieu of fractional Common Shares unless
the Corporation shall have provided the Rights Agent with the necessary funds to
pay in full all amounts payable in accordance with Section 2.2(e) . 



- 39 -




	5.6 	Rights of Action 


Subject to the terms of this Agreement, rights of action in
respect of this Agreement, other than rights of action vested solely in the
Rights Agent, are vested in the respective holders of the Rights, and any holder
of any Rights, without the consent of the Rights Agent or of the holder of any
other Rights may, on such holder’s own behalf and for such holder’s own benefit
and the benefit of other holders of Rights, enforce, and may institute and
maintain any suit, action or proceeding against the Corporation to enforce, or
otherwise act in respect of, such holder’s right to exercise such holder’s
Rights in the manner provided in such holder’s Rights Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the obligations of
any Person subject to, this Agreement. 

	5.7 	Holder of Rights Not Deemed a
      Shareholder 


No holder, as such, of any Right or Rights Certificate shall be
entitled to vote, receive dividends or be deemed for any purpose the holder of
Common Shares or any other securities which may at any time be issuable on the
exercise of such Right, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Right or Right
Certificate, as such, any of the rights, titles, benefits or privileges of a
shareholder of the Corporation or any right to vote at any meeting of
shareholders of the Corporation whether for the election of directors or
otherwise or upon any matter submitted to shareholders of the Corporation at any
meeting thereof, or to give or withhold consent to any action of the
Corporation, or to receive notice of meetings or other actions affecting any
shareholder of the Corporation (except as provided in Section 5.8 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by any Rights Certificate shall have been exercised in
accordance with the provisions hereof. 

	5.8 	Notice of Proposed Actions



If after the Separation Time and prior
to the Expiration Time: 

	
       
	
      (a) 
	
      there shall occur an adjustment in the Rights attaching
      to the Rights pursuant to Section 3.1 as a result of the occurrence of a
      Flip-in Event; or

	
       
	
       
	
       

	
       
	
      (b) 
	
      the Corporation proposes to effect the liquidation,
      dissolution or winding up of the Corporation or the sale of all or
      substantially all of the Corporation’s assets;



- 40 - 




then, in each such case, the Corporation shall give to each
holder of a Right, in accordance with Section 5.9, a notice of such event or
proposed action, which shall specify the date on which such change to the
Rights, liquidation, dissolution or winding up occurred or is to take place, and
such notice shall be so given within 10 Business Days after the occurrence of a
change to the Rights and not less than 15 Business Days prior to the date of
taking such proposed action by the Corporation. 

	5.9 	Notices 



	
       
	
      (a) 
	
      Notices or demands authorized or required by this
      Agreement to be given or made by the Rights Agent or by the holder of any
      Rights to or on the Corporation shall be sufficiently given or made if
      delivered, sent by registered or certified mail, postage prepaid (until
      another address is filed in writing with the Rights Agent), or sent by
      facsimile or other form of recorded electronic communication, charges
      prepaid and confirmed in writing, as follows:



SunOpta Inc. 
2838 Bovaird
Drive West 
Brampton, Ontario L7A 0H2 

	 	Attention: 	Corporate Secretary 
	 	Fax No.: 	(905) 455-2529 



	 	(b) 	
      Notices or demands authorized or required by this
      Agreement to be given or made by the Corporation or by the holder of any
      Rights to or on the Rights Agent shall be sufficiently given or made if
      delivered, sent by registered or certified mail, postage prepaid (until
      another address is filed in writing with the Corporation), or sent by
      facsimile or other form of recorded electronic communication, charges
      prepaid and confirmed in writing, as follows:




	 	American Stock Transfer & Trust Company,
      LLC 
	 	6201-15th Avenue 
	 	Brooklyn, New York 11219 
	 	Attention: 	Corporate Trust Department 
	 	Fax No.: 	(718) 921-8334 



	
       
	
      (c) 
	
      Notices or demands authorized or required by this
      Agreement to be given or made by the Corporation or the Rights Agent to or
      on the holder of any Rights shall be sufficiently given or made if
      delivered or sent by first class mail, postage prepaid, addressed to such
      holder at the address of such holder as it appears upon the register of
      the Rights Agent or, prior to the Separation Time, on the register of the
      Corporation for its Common Shares. Any notice which is mailed or sent in
      the manner herein provided shall be deemed given, whether or not the
      holder receives the notice.

	
       
	
       
	
       

	
       
	
      (d) 
	
      Any notice given or made in accordance with this Section
      5.9 shall be deemed to have been given and to have been received on the
      day of delivery, if so delivered, on the third Business Day (excluding
      each day during which there exists any general interruption of postal
      service due to strike, lockout or other cause) following the mailing thereof, if so mailed, and on the
      day of telegraphing, telecopying or sending of the same by other means of
      recorded electronic communication (provided such sending is during the
      normal business hours of the addressee on a Business Day and if not, on
      the first Business Day thereafter). Each of the Corporation and the Rights
      Agent may from time to time change its address for notice by notice to the
  other given in the manner aforesaid. 



- 41 -





	5.10 	Costs of Enforcement



The Corporation agrees that if
the Corporation fails to fulfill any of its obligations pursuant to this
Agreement, then the Corporation shall reimburse the holder of any Rights for the
costs and expenses (including reasonable legal fees) incurred by such holder and
actions to enforce his rights pursuant to any Rights or this Agreement in any
action suit or proceeding in which a court of competent jurisdiction in a final
non-appealable judgment has rendered judgment in favour of the holder. 

	5.11 	Successors 


All the covenants and provisions of this Agreement by or for
the benefit of the Corporation or the Rights Agent shall bind and inure to the
benefit of their respective successors and permitted assigns hereunder. 

	5.12 	Benefits of this Agreement



Nothing in this Agreement shall be construed to give to any
Person other than the Corporation, the Rights Agent and the holders of the
Rights any legal or equitable right, remedy or claim under this Agreement; but
this Agreement shall be for the sole and exclusive benefit of the Corporation,
the Rights Agent and the holders of the Rights. 

	5.13 	Governing Law 


This Agreement and each Right issued hereunder shall be deemed
to be a contract made under the laws of the Province of Ontario and for all
purposes shall be governed by and construed in accordance with the laws of such
Province applicable to contracts to be made and performed entirely within such
Province. 

	5.14 	Language 


Les parties aux présentes ont exigé que la présente convention
ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront
soient rédigés en langue anglaise. 

The parties hereto have required that this Agreement and all
documents and notices related thereto and/or resulting therefrom be drawn up in
the English language. 

	5.15 	Counterparts 


This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument. 

- 42 -




	5.16 	Severability 


If any term or provision hereof or the application thereof to
any circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable. 

	5.17 	Determinations and Actions by the Board of
      Directors 



	 	(a) 	
      No actions, calculations and determinations (including
      all omissions with respect to the foregoing) which are done or made by the
      Board of Directors, in good faith, shall subject the Board of Directors to
      any liability to the holders of the Rights.

	 	 	 
	 	(b) 	
      Without limiting the generality of the foregoing, nothing
      contained herein shall be construed to suggest or imply that the Board of
      Directors shall not be entitled to recommend that holders of Voting Shares
      reject or accept any Take-Over Bid or take any other action (including the
      commencement, prosecution, defence or settlement of any litigation and the
      submission of additional or alternative Take- Over Bids or other proposals
      to the holders of Voting Shares) with respect to any Take-Over Bid or
      otherwise that the Board of Directors believes is necessary or appropriate
      in the exercise of its fiduciary duties.




	5.18 	Effective Date and Confirmation of
      Agreement 


This Agreement is effective in accordance with its terms from
the date hereof; provided that, unless confirmed by ordinary resolution passed
by a majority of the votes cast by Independent Shareholders present in person or
voting by proxy and who vote in respect of confirmation of this Agreement at a
meeting of shareholders of the Corporation to be held not later than May 10,
2016, this Agreement shall be of no further force or effect and all Rights
issued hereunder shall be void from the termination of such meeting. 

	5.19 	Periodic Reconfirmation of Agreement
  


Assuming that this Agreement is confirmed in accordance with
Section 5.18, at the annual meeting of shareholders of the Corporation held in
2016 and at every third annual meeting of shareholders of the Corporation
held thereafter, provided that a Flip-in Event has not occurred prior to such
time (other than a Flip-in Event in respect of which the application of section
3.1 has been waived pursuant to section 5.1), the Board of Directors will submit
a resolution to the Independent Shareholders for their consideration and
approval, confirming this Agreement (as it may be amended and restated) and its
continued existence after each such meeting. If a majority of the votes cast by
Independent Shareholders who vote in respect of such resolution at any such
meeting are not voted in favour of this Agreement and its continued existence,
then the Board of Directors immediately upon the confirmation by the Chairman of
such shareholders meeting of the result of the vote on such resolution, and
without further formality, this Agreement shall be of no further force or effect and all Rights issued hereunder shall be void
from the termination of such meeting. 

- 43 -




	5.20 	Declaration as to Non-Canadian and
      Non-United States Holders 


If, upon the advice of outside counsel, any action or event
contemplated by this Agreement would require compliance with the securities laws
or comparable legislation of a jurisdiction outside of Canada and the United
States of America, the Board of Directors acting in good faith may take such
actions as it may deem appropriate to ensure that such compliance is not
required, including without limitation establishing procedures for the issuance
to a Canadian resident Fiduciary of Rights or securities issuable on exercise of
Rights, the holding thereof in trust for the Persons entitled thereto (but
reserving to the Fiduciary or to the Fiduciary and the Corporation, as the
Corporation may determine, absolute discretion with respect thereto) and the
sale thereof and remittance of the proceeds of such sale, if any, to the Persons
entitled thereto. In no event shall the Corporation or the Rights Agent be
required to issue or deliver Rights or securities issuable on exercise of Rights
to Persons who are citizens, residents or nationals of any jurisdiction other
than Canada and any province or territory thereof and the United States of
America and any state thereof in which such issue or delivery would be unlawful
without registration of the relevant Persons or securities for such purposes.


	5.21 	Regulatory Approvals



Any obligation of the Corporation or action or event
contemplated by this Agreement, or any amendment or supplement to this
Agreement, shall be subject to receipt of any requisite approval or consent from
any governmental or regulatory authority having jurisdiction (including the
Toronto Stock Exchange) while any securities of the Corporation are listed and
posted for trading thereon and for a period of six (6) months thereafter. 

	5.22 	Time of the Essence 


Time shall be of the essence in this
Agreement. 

[Remainder of Page Left Blank Intentionally] 

- 44 -




IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written, 

	 	SUNOPTA INC. 
	 	  	  
	 	  	  
	 	  	  
	 	Per: 	/s/ Jill Barnett 
	 	  	Name: Jill Barnett 
	 	  	Title: General Counsel 
	 	  	  
	 	  	  
	 	  	  
		AMERICAN STOCK TRANSFER &
      TRUST COMPANY, LLC 
	 	  	  
	 	  	  
	 	Per: 	/s/ Jennifer Donovan 
	 	  	Name: 	Jennifer Donovan 
	 	  	Title: 	Senior Vice President 
	 		 	Relationship
      Management,   
	 	  		Regional Manager



[Remainder of Page Left Blank Intentionally] 

Signature Page – Rights Plan 




EXHIBIT “A” 
Form of Rights Certificate 

	Certificate No. 	 	 	 	Rights 




	
      UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN THE
      RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
      PERSON OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH AN
      ACQUIRING PERSON OR WITH AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING
      PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR
      TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT
      FURTHER ACTION. 




RIGHTS CERTIFICATE 

This certifies that _________________, is the registered holder
of the number of Rights set forth above, each of which entities the registered
holder thereof, subject to the terms, provisions and conditions of a Rights
Agreement made as of November 10, 2015 (the “Rights Agreement”) between
SunOpta Inc., (the “Corporation”), a corporation existing under the
Canada Business Corporations Act and American Stock Transfer & Trust
Company, LLC, as Rights Agent, to purchase from the Corporation at any time
after the Separation Time and prior to the Expiration Time (as such terms are
defined in the Rights Agreement), one fully paid common share in the capital of
the Corporation (a “Common Share”), subject to adjustment as provided in
the Rights Agreement, at the Exercise Price referred to below, upon presentation
and surrender of this Rights Certificate with a duly completed and executed Form
of Election to Exercise at the principal office of the Rights Agent in Brooklyn,
New York. The Exercise Price shall initially be shall be an aggregate amount
equal to the Market Price per Common Share (determined as at the Separation
Time) multiplied by five (5).

This Rights Certificate is subject to all the terms, provisions
and conditions of the Rights Agreement which terms, provisions and conditions
are hereby incorporated herein by this reference and made a part hereof and to
which Rights Agreement reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Rights Agent, the Corporation and the holders of the Rights Certificates.
All capitalized terms used and not otherwise defined in this Rights Certificate
shall have the meaning ascribed thereto in the Rights Agreement. Copies of the
Rights Agreement are on file at the registered office of the Corporation and are
available upon written request. 

This Rights Certificate, with or without other Rights
Certificates, upon surrender at any office of the Rights Agent or any Co-Rights
Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing an
aggregate number of Rights equal to the aggregate number of Rights evidenced by
the Rights Certificate or Rights Certificates so surrendered. If this Rights
Certificate shall be exercised in part, the registered holder shall be entitled
to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised. 

A-1 




- 2 - 

Subject to the provision of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Corporation at a redemption
price of $0.00001 per Right. 

No fractional Common Shares will be issued upon the exercise of
any Right or Rights evidenced hereby nor will Rights Certificates be issued for
less than one whole Right. In lieu thereof, a payment made by certified cheque,
bank draft or money order will be made as provided in the Rights Agreement. 

No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
Common Shares or of any other securities which may at any time be issuable on
the exercise hereof, nor shall anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights
of a shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised
as provided in the Rights Agreement. 

This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent. 

IN WITNESS WHEREOF the Corporation has caused this
Rights Certificate to be signed by its duly authorized officers.

	Date:
      _________________________________________________________________	  
	 	 
	ATTEST: 	SUNOPTA INC. 
	  	  
	  	By: 	
	 	 
	  	By: 	
	  	  
	Countersigned: 	  


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 

	By: 	______________________________
		Authorized Signature 


A-2




- 3 - 

[Form of Reverse Side of Rights Certificate] 

FORM OF ASSIGNMENT 
(To be executed by the
registered holder if such holder desires to transfer the Rights Certificate.)


	FOR VALUE RECEIVED	
	hereby sells, assigns and transfers




	
      unto
	
	 	(Please print name and address of transferee)
    


this Rights Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint_________________________________________attorney, to transfer the within
Rights Certificate on the books of the within-named Corporation, with full power
of substitution. 

	Dated: 		 



	Signature Guaranteed: 	 	 
		Signature 	 


(Signature must correspond to name as written upon the face of
this Rights Certificate in every particular, without alteration or enlargement
or any change whatsoever) 

(Signature must be guaranteed by a Canadian Schedule I
chartered bank, or a financial institution that is a member of a recognized
Medallion Signature Guarantee Program (STAMP). 

_______________________________________________________________________________


CERTIFICATION 

(To be completed if true) 

The undersigned hereby represents and certifies, for the
benefit of all holders of Rights and Common Shares, that the Rights evidenced by
this Rights Certificate are not, and, to the knowledge of the undersigned, have
not been, Beneficially Owned by an Acquiring Person or any Person acting jointly
or in concert with any Acquiring Person or with any Affiliate or Associate
thereof (all as defined in the Rights Agreement). 

		 	 
		Signature 	 


_______________________________________________________________________________


NOTICE 

In the event the certification set forth above is not
completed in connection with a purported assignment, the Beneficial Owner of the
Rights evidenced by this Rights Certificate will be deemed to be an Acquiring
Person or a Person acting jointly or in concert with such Acquiring Person or an
Affiliate or Associate of such Acquiring Person (all as defined in the Rights
Agreement) and accordingly the Rights evidenced by this Rights Certificate will
be null and void. 

A-3




- 4 - 

[To be attached to each Rights Certificate]

FORM OF ELECTION TO EXERCISE 
(To be executed if
holder desires to exercise the Rights Certificate.) 

TO:     The undersigned hereby irrevocably
elects to exercise _________________whole Rights represented by the attached
Rights Certificate to purchase the Shares issuable upon the exercise of such
Rights and requests that certificates for such Shares be issued in the name of:


	
	Address: 
	 
	 
	 
	 



	Social Insurance, Social Security or 
	Other Taxpayer Identification Number: 	


If such number of Rights shall not be all the whole Rights
evidenced by this Rights Certificate, a new Rights Certificate for the balance
of such whole Rights shall be registered in the name of and delivered to: 

	Address: 
	 
	 
	 
	 
	Social Insurance, Social Security
      or 
	Other Taxpayer Identification
      Number: 	



	Dated: 	 	 



	Signature Guaranteed: 
		Signature 	 


(Signature must correspond to name as written upon the face of
this Rights Certificate in every particular, without alteration or enlargement
or any change whatsoever) 

(Signature must be guaranteed by a Canadian Schedule I
chartered bank, or a financial institution that is a member of a recognized
Medallion Signature Guarantee Program (STAMP). 

A-4




- 5 - 

_______________________________________________________________________________


	CERTIFICATION 
	 
	(To be completed if true) 


The undersigned hereby represents and certifies, for the
benefit of all holders of Rights and Common Shares, that the Rights evidenced by
this Rights Certificate are not, and, to the knowledge of the undersigned, have
not been, Beneficially Owned by an Acquiring Person or any Person acting jointly
or in concert with any Acquiring Person or with any Affiliate or Associate
thereof (all as defined in the Rights Agreement). 

		Signature 	 


_______________________________________________________________________________


NOTICE 

In the event the certification set forth above is not
completed in connection with a purported assignment, the Beneficial Owner of the
Rights evidenced by this Rights Certificate will be deemed to be an Acquiring
Person or a Person acting jointly or in concert with such Acquiring Person or an
Affiliate or Associate of such Acquiring Person (all as defined in the Rights
Agreement) and accordingly the Rights evidenced by this Rights Certificate will
be null and void. 

A-5