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






Exhibit 10.1 

SUPPORT AND VOTING AGREEMENT

THIS AGREEMENT is made as of the 11th day of
February, 2016. 

BETWEEN:

	 	 	
      SUNOPTA INC. (the "Shareholder") 
	 
	 	 	
       
	 
	 	 	-and- 	 
	 	 	
       
	 
			
      WEDGE ACQUISITION INC., a corporation existing
      under the laws of Canada (the "Acquiror") 
	
	 	 	
       
	 
	 	 	-and- 	 
	 	 	
       
	 
			
      WEDGE ACQUISITION HOLDINGS INC., a corporation
      existing under the laws of British Columbia (the "Acquiror
      Parent") 
	


WHEREAS the Shareholder is the registered and beneficial
owner of 11,933,900 common shares (the "Subject Securities") in the
issued and outstanding share capital of Opta Minerals Inc. (the
"Corporation"); 

AND WHEREAS the Acquiror, the Acquiror Parent and the
Corporation have entered into an acquisition agreement (the "Acquisition
Agreement") concurrently with the entering into of this support and voting
agreement (the "Agreement");

AND WHEREAS the Acquisition Agreement provides for the
Acquiror to take the Corporation private pursuant to an amalgamation of the
Acquiror and the Corporation under Section 181 of the Canada Business
Corporations Act; 

AND WHEREAS the Shareholder acknowledges that the
Acquiror and the Acquiror Parent would not enter into the Acquisition Agreement
but for the execution and delivery of this Agreement by the Shareholder;

NOW THEREFORE in consideration of the mutual covenants
and agreements set forth in this Agreement and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged) the
parties hereto agree as follows:




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ARTICLE 1. 
INTERPRETATION

	Section 1.1 	Definitions in Acquisition Agreement
  


All terms used in this Agreement that are not defined herein
and that are defined in the Acquisition Agreement shall have the respective
meanings ascribed to them in the Acquisition Agreement. 

ARTICLE 2. 
COVENANTS OF THE
SHAREHOLDER

	Section 2.1 	General 


The Shareholder hereby covenants and agrees in favour of the
Acquiror and the Acquiror Parent that, from the date hereof until the earlier of
(i) the Effective Date, and (ii) the termination of this Agreement in accordance
with Article 5, except as permitted by this Agreement:

	 	(a) 	
      at the Meeting (including in connection with any separate
      vote of any sub-group of securityholders of the Corporation that may be
      required to be held and of which sub-group the Shareholder forms part) or
      at any adjournment thereof or in any other circumstances upon which a
      vote, consent or other approval (including by written consent in lieu of a
      meeting) with respect to the Amalgamation Resolution (or a resolution with
      respect to an Alternative Transaction) is sought, the Shareholder shall
      cause its Subject Securities to be counted as present for purposes of
      establishing quorum and shall vote (or cause to be voted) its Subject
      Securities and any other common shares of the Corporation which it may
      then beneficially own (i) in favour of the approval of the Amalgamation
      Resolution (or a resolution with respect to an Alternative Transaction),
      and (ii) in favour of any other matter necessary for the consummation of
      transactions contemplated by the Acquisition Agreement;

	 	 	 
	 	(b) 	
      at any meeting of securityholders of the Corporation
      (including in connection with any separate vote of any sub-group of
      securityholders of the Corporation that may be required to be held and of
      which sub-group the Shareholder forms part) or at any adjournment thereof
      or in any other circumstances upon which a vote, consent or other approval
      of all or some of the securityholders of the Corporation is sought
      (including by written consent in lieu of a meeting), the Shareholder shall
      cause its Subject Securities to be counted as present for purposes of
      establishing quorum and shall vote (or cause to be voted) its Subject
      Securities and any other common shares of the Corporation which it may
      then beneficially own against any (i) Acquisition Proposal and/or any
      matter that could reasonably be expected to delay, prevent or frustrate
      the successful completion of the Amalgamation (or an Alternative
      Transaction) or any of the transactions contemplated by the Acquisition
      Agreement, or (ii) action or agreement (including, without limitation, any
      amendment of any agreement) that would result in a breach of any
      representation, warranty, covenant, agreement or other obligation of the
      Corporation in the Acquisition Agreement or the Shareholder in this
      Agreement;







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	 	(c) 	
      as soon as practicable following the mailing of the
      Circular and in any event no later than ten Business Days prior to the
      date of the Meeting, the Shareholder shall deliver or cause to be
      delivered to the Corporation, with a copy to the Acquiror and the Acquiror
      Parent concurrently, a duly executed proxy or proxies directing those
      individuals as may be designated by the Corporation in the Circular to
      vote (i) in favour of the approval of the Amalgamation Resolution (or a
      resolution in favour of an Alternative Transaction), and (ii) in favour of
      any other matter necessary for the consummation of transactions
      contemplated by the Acquisition Agreement, and each such proxy or proxies
      shall not be revoked without the written consent of the Acquiror and the
      Acquiror Parent;

	 	 	 
	 	(d) 	
      the Shareholder shall tender the Subject Securities and
      any other common shares of the Corporation which it may then beneficially
      own to any Alternative Transaction, if applicable;

	 	 	 
	 	(e) 	
      in the event that any transaction (other than the
      Amalgamation or any Alternative Transaction) is presented for approval of,
      or acceptance by, the Corporation, whether or not it may be recommended by
      the board of directors of the Corporation, not to directly or indirectly,
      accept, assist or otherwise further the successful completion of such
      transaction or purport to tender or deposit into any such transaction any
      of the Subject Securities or any other common shares of the Corporation
      which it may then beneficially own, and the Shareholder will, if requested
      by the Acquiror or the Acquiror Parent, publicly affirm his, her or its
      commitment to vote in favour of the Amalgamation (or any Alternative
      Transaction).

	 	 	 
	 	(f) 	
      the Shareholder shall not, directly or indirectly, or, if
      applicable, through any officer, director, employee, representative or
      agent of the Shareholder or the Corporation:




	 	(i) 	
      solicit, assist, initiate, encourage or facilitate
      (including, without limitation, by way of furnishing non-public
      information, entering into any form of written or oral agreement,
      arrangement or understanding or soliciting proxies) any inquiries,
      proposals or offers regarding an Acquisition Proposal;

	 	 	 
	 	(ii) 	
      engage in or facilitate any discussions or negotiations
      regarding, or provide any confidential information with respect to, any
      Acquisition Proposal;

	 	 	 
	 	(iii) 	
      approve or recommend, or propose publicly to approve or
      recommend, any Acquisition Proposal;

	 	 	 
	 	(iv) 	
      withdraw support, or propose publicly to withdraw
      support, from the transactions contemplated by the Acquisition
      Agreement;

	 	 	 
	 	(v) 	
      influence the board of directors of the Corporation to
      withdraw or modify in a manner adverse to the Acquiror or the Acquiror
      Parent, its approval of the transactions contemplated in the Acquisition
      Agreement;







- 4 - 

	 	(vi) 	
      enter, or propose publicly to enter, into any agreement
      related to any Acquisition Proposal; and

	 	 	 
	 	(vii) 	
      join in the requisition of any meeting of the
      securityholders of the Corporation for the purpose of considering any
      resolution related to any Acquisition
Proposal.




	 	(g) 	
      the Shareholder shall immediately cease and cause to be
      terminated any existing solicitation, discussion or negotiation commenced
      prior to the date of this Agreement with any person (other than the
      Acquiror, the Acquiror Parent and their respective affiliates) by the
      Shareholder or, if applicable, any of the officers, directors, employees,
      representatives or agents of the Shareholder with respect to any potential
      Acquisition Proposal, whether or not initiated by Shareholder or any of
      the officers, directors, employees, representatives or agents of the
      Shareholder;

	 	 	 
	 	(h) 	
      the Shareholder shall promptly notify the Acquiror and
      the Acquiror Parent, at first orally and then in writing, of any
      Acquisition Proposal received by the Shareholder after the date hereof,
      any approach made by a third party to the Shareholder regarding a
      potential Acquisition Proposal or any request received by the Shareholder
      after the date hereof for non-public information relating to an
      Acquisition Proposal. Such notice shall include a description of the
      material terms and conditions (including but not limited to the purchase
      price, break fee, closing conditions and any other material terms and
      conditions) of any proposal received by the Shareholder and provide such
      details of the proposal, enquiry or contact as the Acquiror or the
      Acquiror Parent may reasonably request, including the identity of the
      person making such proposal, inquiry or contact;

	 	 	 
	 	(i) 	
      the Shareholder shall not release or permit the release
      of any third party from or waive any confidentiality, non-solicitation or
      standstill agreement to which the Shareholder and any such third party are
      parties;

	 	 	 
	 	(j) 	
      the Shareholder shall not directly or indirectly, (i)
      sell, transfer, gift, assign, grant a participation interest in, option,
      pledge, hypothecate, grant a security or voting interest in or otherwise
      convey or encumber (each, a "Transfer"), or enter into any
      agreement, option or other arrangement (including any profit sharing
      arrangement) with respect to the Transfer of any of its Subject Securities
      to any person, other than pursuant to the Acquisition Agreement, (ii)
      grant any proxies or power of attorney, deposit any of its Subject
      Securities into any voting trust or enter into any voting arrangement,
      whether by proxy, voting agreement or otherwise, with respect to its
      Subject Securities, other than pursuant to this Agreement or (iii) agree
      to take any of the actions described in the foregoing clauses (i) and
      (ii);

	 	 	 
	 	(k) 	
      the Shareholder shall not take any other action of any
      kind, directly or indirectly, which would make any representation or
      warranty of the Shareholder set forth in this Agreement untrue or
      incorrect in any material respect or might reasonably be regarded,
      individually or in the aggregate, as likely to reduce the success of, or
      delay or interfere with, the completion of the transactions contemplated
      by the Acquisition Agreement;







- 5 - 

	 	(l) 	
      the Shareholder shall not exercise any rights of
      appraisal or rights of dissent provided under any applicable Laws or
      otherwise in connection with the Amalgamation, an Alternative Transaction
      or the transactions contemplated by the Acquisition Agreement considered
      at the Meeting in connection therewith;

	 	 	 
	 	(m) 	
      the Shareholder shall promptly notify the Acquiror and
      the Acquiror Parent of the amount of any debt or equity securities or
      other interests in the Corporation acquired by the Shareholder, to the
      extent it is permitted to do so, after the date hereof. Any such
      securities or other interests shall be subject to the terms of this
      Agreement as though owned by the Shareholder on the date hereof and shall
      be included in the definition of "Subject Securities." Without limiting
      the foregoing, in the event of any stock split, stock dividend or other
      change in the capital structure of the Corporation affecting the
      securities of the Corporation, the number of securities constituting
      Subject Securities shall be adjusted appropriately and this Agreement and
      the obligations hereunder shall attach to any securities of the
      Corporation issued to the Shareholder in connection therewith;
  and

	 	 	 
	 	(n) 	
      the Shareholder shall, from time to time, execute and
      deliver, or cause to be executed and delivered, such additional or further
      consents, documents and other instruments and shall take all such other
      action necessary or as the Acquiror may reasonably request for the purpose
      of effectively carrying out the transactions contemplated by this
      Agreement and the Acquisition Agreement.




	Section 2.2 	Election of Cash and Note Option
  


The Shareholder hereby covenants and agrees in favour of the
Acquiror and the Acquiror Parent that it irrevocably elects to receive the Cash
and Note Option, and that it shall deposit with the Depositary a duly completed
and executed letter of transmittal and election form indicating such election
prior to the election deadline indicated therein, together with all documents
and certificates required to be accompanied therewith. 

	Section 2.3 	Breach 


The Shareholder shall promptly advise the Acquiror and the
Acquiror Parent, at first orally and then in writing, of any development that
causes, or that would reasonably be expected to cause, a breach by the
Shareholder of any representation, warranty, covenant or agreement contained in
this Agreement.

ARTICLE 3. 
NO FIDUCIARY DUTIES AS
SHAREHOLDER

Notwithstanding any provision of this Agreement to the
contrary, an officer or director of the Shareholder that is a director or
officer of the Corporation shall not be limited or restricted in any way
whatsoever in the exercise of his fiduciary duties as a director or officer of
the Corporation, provided that the Shareholder agrees and acknowledges that this
Agreement may not be terminated by the Shareholder in the event of a Superior
Proposal and the performance of such duties as a director or officer may not
impact the Shareholder's obligations under this Agreement, including Section
2.1, or otherwise entitle the Shareholder to terminate this Agreement in the
event of a Superior Proposal. 




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ARTICLE 4. 
REPRESENTATIONS AND
WARRANTIES

	Section 4.1 	Representations and Warranties of the
      Shareholder 


The Shareholder represents and warrants to the Acquiror and the
Acquiror Parent as follows, and acknowledges that the Acquiror and the Acquiror
Parent are relying upon such representations and warranties in entering into
this Agreement and the Acquisition Agreement and that such representations and
warranties will survive the completion of the Amalgamation or the transactions
contemplated by the Acquisition Agreement for an indefinite period:

	 	(a) 	
      Capacity. The Shareholder has the corporate power
      and capacity to execute and deliver this Agreement and to perform its
      obligations hereunder.

	 	 	 
	 	(b) 	
      Authorization. The execution, delivery and
      performance of this Agreement by the Shareholder have been duly authorized
      by its board of directors or other authorized decision-making body and no
      other internal approvals or proceedings on its part are necessary to
      authorize this Agreement.

	 	 	 
	 	(c) 	
      Enforceable. This Agreement has been duly executed
      and delivered by the Shareholder and constitutes its legal, valid and
      binding obligation, enforceable against the Shareholder in accordance with
      its terms, subject to bankruptcy, insolvency and other similar Laws
      affecting creditors' rights generally, and to general principles of
      equity.

	 	 	 
	 	(d) 	
      Ownership of Shares. The Shareholder is the sole
      beneficial owner of the Subject Securities. The Shareholder is and will
      be, immediately prior to the Effective Date, the beneficial owner of its
      Subject Securities, with good and marketable title thereto free and clear
      of any and all mortgages, liens, charges, restrictions, security
      interests, adverse claims, pledges, encumbrances and demands or rights of
      others of any nature or kind whatsoever.

	 	 	 
	 	(e) 	
      Exercise of control or direction. Other than the
      Subject Securities, the Shareholder, to the best of its knowledge, does
      not own of record or beneficially, or exercise control or direction over,
      or hold any right to acquire, any securities of the Corporation.

	 	 	 
	 	(f) 	
      No Breach. Neither the execution and delivery of
      this Agreement by the Shareholder, nor the compliance by the Shareholder
      with any of the provisions hereof will:




	 	(i) 	
      result in any breach of, or constitute a default (or an
      event which with notice or lapse of time or both would become a default)
      (or give rise to any third party right of termination, cancellation,
      material modification, acceleration, purchase or right of first refusal)
      under any term or provision of any constating or governing documents,
      by-laws or resolutions of the Shareholder, or under any of the terms,
      conditions or provisions of any note, loan agreement, bond, mortgage,
      indenture, contract, license, agreement, lease, permit or other instrument
      or obligation to which the Shareholder is a party or by which the
      Shareholder or any of its properties or assets (including the Subject
      Securities) may be bound; or







- 7 - 

	 	(ii) 	
      subject to compliance with any approval contemplated by
      the Acquisition Agreement and Laws, violate or conflict with any
      judgement, order, notice, decree, statute, law, ordinance, rule or
      regulation applicable to the Shareholder or any of its properties or
      assets.




	 	(g) 	
      No Agreements. No Person has any agreement or
      option, or any right or privilege (whether by law, pre-emptive or
      contractual) capable of becoming an agreement or option, for the purchase,
      acquisition or transfer of any of the Subject Securities, or any interest
      therein or right thereto, except pursuant to this Agreement or the
      Acquisition Agreement.

	 	 	 
	 	(h) 	
      Voting. The Shareholder has the sole and exclusive
      right to enter into this Agreement and to vote the Subject Securities as
      contemplated herein. None of the Subject Securities is subject to any
      proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or
      other agreement with respect to the right to vote, call meetings of
      shareholders or give consents or approvals of any kind.

	 	 	 
	 	(i) 	
      Consents. Except for the consent of the Lenders
      (as defined below) in accordance with each of the pledges (collectively,
      the "Share Pledges") of, inter alia, the Subject Securities
      made by the Shareholder in favour of its principal lenders (collectively,
      the "Lenders") pursuant to the seventh amended and restated credit
      agreement made as of July 27, 2012 (as amended) and the bridge loan
      agreement dated October 8, 2015 in each case among the Shareholder and the
      Lenders (which consents have been obtained by the Shareholder), no
      consent, approval, order or authorization of, or declaration or filing
      with, any Governmental Entity or other Person is required to be obtained
      by the Shareholder in connection with the execution, delivery or
      performance of this Agreement.

	 	 	 
	 	(j) 	
      Legal Proceedings. There are no legal proceedings
      in progress or pending before any Governmental Entity or, to the knowledge
      of the Shareholder, threatened against the Shareholder or any judgment,
      decree or order against the Shareholder that would adversely affect in any
      manner the ability of the Shareholder to enter into this Agreement and to
      perform its obligations hereunder or the title of the Shareholder to any
      of the Subject Securities.

	 	 	 
	 	(k) 	
      Reporting of Prior Trading Activity. All prior
      acquisitions, dispositions, trades or other hedging or monetization
      activities in shares or other securities of the Corporation undertaken
      prior to the date hereof by the Shareholder, affiliates of the Shareholder
      or parties acting jointly or in concert with the Shareholder have been
      duly reported at www.sedi.ca in accordance with applicable Canadian
      securities laws and regulations.







- 8 - 

	Section 4.2 	Additional Representations and Warranties of
      the Shareholder 


The Shareholder hereby makes in favour of the Acquiror and the
Acquiror Parent the representations and warranties with respect to the
Corporation and the Opta Minerals Subsidiaries contained in Schedule "A"
attached hereto (which forms an integral part of this Agreement), and
acknowledges that the Acquiror and Acquiror Parent are relying upon such
representations and warranties in entering into this Agreement and the
Acquisition Agreement. Such representations and warranties will survive the
completion of the Amalgamation or the transactions contemplated by the
Acquisition Agreement for the period contemplated in Schedule "A" attached
hereto.

	Section 4.3 	Representations and Warranties of the
      Acquiror and the Acquiror Parent 


The Acquiror and the Acquiror Parent hereby represent and
warrant to the Shareholder as follows, and acknowledge that the Shareholder is
relying upon such representations and warranties in entering into this Agreement
that: 

	 	(a) 	
      Capacity. The Acquiror and the Acquiror Parent
      have the requisite corporate power and capacity to execute and deliver
      this Agreement and the Acquisition Agreement and to perform their
      respective obligations hereunder.

	 	 	 
	 	(b) 	
      Authorization. The execution, delivery and
      performance of this Agreement and the Acquisition Agreement by the
      Acquiror and the Acquiror Parent have been duly authorized by their
      respective board of directors and no other internal proceedings on their
      part are necessary to authorize this Agreement and the Acquisition
      Agreement.

	 	 	 
	 	(c) 	
      Enforceable. Each of this Agreement and the
      Acquisition Agreement has been duly executed and delivered by the Acquiror
      and the Acquiror Parent and constitutes their legal, valid and binding
      obligations, enforceable against them in accordance with its terms,
      subject to bankruptcy, insolvency and other similar Laws affecting
      creditors' rights generally, and to general principles of
equity.

	 	 	 
	 	(d) 	
      No Breach. Neither the execution and delivery of
      this Agreement or the Acquisition Agreement by the Acquiror or the
      Acquiror Parent nor the compliance by them with any of the provisions
      hereof or thereof will result in a violation or breach of, require any
      consent to be obtained under or give rise to any termination rights or
      payment obligation under any provision of:




	 	(A) 	
      their respective articles or by-laws (or other constating
      documents);

	 	 	 
	 	(B) 	
      any resolution of their respective board of directors (or
      any committee thereof) or of their respective shareholders; or

	 	 	 
	 	(C) 	
      any material Contract to which the Acquiror or the
      Acquiror Parent or any of their respective Subsidiaries is a party or by
      which any of them is bound or their respective properties or assets are
      bound.




	 	(e) 	
      Consents. Other than as disclosed in the
      disclosure schedules to the Acquisition Agreement, no consent, approval,
      order or authorization of, or declaration or filing with, any Governmental
      Entity or other Person is required to be obtained by the Acquiror or the
      Acquiror Parent in connection with the execution, delivery or performance
      of this Agreement or the Acquisition
Agreement.







- 9 - 

	 	(f) 	
      Legal Proceedings. There are no legal proceedings
      in progress or pending before any Governmental Entity or, to the knowledge
      of the Acquiror or the Acquiror Parent, threatened against the Acquiror or
      the Acquiror Parent or any judgment, decree or order against the Acquiror
      or the Acquiror Parent that would adversely affect in any manner their
      ability to enter into this Agreement or the Acquisition Agreement and to
      perform their obligations hereunder.

	 	 	 
	 	(g) 	
      Sufficient Funds. The Acquiror or the Acquiror
      Parent will have on the Effective Date sufficient immediately available
      funds to pay or cause the Corporation to pay in full the aggregate
      Consideration in accordance with Section 2.6 of the Acquisition
      Agreement.



ARTICLE 5. 
TERMINATION

	Section 5.1 	Automatic Termination



This Agreement shall automatically terminate upon the valid
termination of the Acquisition Agreement in accordance with its terms. 

	Section 5.2 	Termination by the Shareholder, the Acquiror
      or the Acquiror Parent 


This Agreement may be terminated by notice in writing: 

	 	(a) 	
      at any time prior to the Effective Time, by the mutual
      agreement of the parties;

	 	 	 
	 	(b) 	
      by the Acquiror or the Acquiror Parent if (i) the
      Shareholder breaches or is in default of any of the covenants or
      obligations of the Shareholder under this Agreement and such breach or
      such default has or may reasonably be expected to have an adverse effect
      on the consummation of the transactions contemplated by the Acquisition
      Agreement, or (ii) any of the representations or warranties of the
      Shareholder under this Agreement shall have been at the date hereof, or
      subsequently become, untrue or incorrect in any material respect; provided
      in each case that the Acquiror or the Acquiror Parent has notified the
      Shareholder in writing of any of the foregoing events and the same has not
      been cured by the Shareholder within ten days of the date such notice was
      received by the Shareholder;

	 	 	 
	 	(c) 	
      by the Shareholder if (i) the Acquiror or the Acquiror
      Parent breaches or is in default of any of the covenants or obligations of
      the Acquiror or the Acquiror Parent under this Agreement and such breach
      or such default has or may reasonably be expected to have an adverse
      effect on the consummation of the transactions contemplated by the
      Acquisition Agreement or (ii) any of the representations or warranties of
      the Acquiror or the Acquiror Parent under this Agreement shall have been
      at the date hereof, or subsequently become, untrue or incorrect in any
      material respect, except to the extent any such failure to be true or
      correct would not have a material adverse effect on the Acquiror's or the
      Acquiror Parent's ability to consummate the Amalgamation; provided in each
      case that the Shareholder has notified the Acquiror or the Acquiror Parent
      in writing of any of the foregoing events and the same has not been cured
      by the Acquiror or the Acquiror Parent within ten days of the date such
      notice was received by the Acquiror or the Acquiror Parent;
  or







- 10 - 

	 	(d) 	
      by the Shareholder if, without the Shareholder's prior
      written consent (such consent not to be unreasonably withheld, conditioned
      or delayed), the Acquisition Agreement is amended in any material respect
      in such a manner that would be materially adverse to the interests of the
      Shareholder, including, without limitation, to provide for any decrease in
      the Consideration set out in the Acquisition Agreement otherwise than
      pursuant to adjustments provided for in the Acquisition
  Agreement.




	Section 5.3 	Effect of Termination



If this Agreement is terminated in accordance with this Article
5, the provisions of this Agreement will become void and no party shall have
liability to any other party, except in respect of a breach of a representation,
warranty or covenant of this Agreement which occurred prior to such termination.
The Shareholder shall be entitled to withdraw any form of proxy in respect of
the Amalgamation Resolution in the event this Agreement is duly terminated in
accordance with this Article 5. 

ARTICLE 6. 
GENERAL

	Section 6.1 	Headings, etc. 


The division of this Agreement into Articles, Sections and
Schedules and the insertion of the recitals and headings are for convenience of
reference only and will not affect the construction or interpretation of this
Agreement and, unless otherwise stated, all references in this Agreement or in
the Schedules hereto to Articles, Sections and Schedules refer to Articles,
Sections and Schedules of and to this Agreement or of the Schedules in which
such reference is made, as applicable. 

	Section 6.2 	Incorporation of Schedules



Schedule "A" attached hereto, for all purposes hereof, forms an
integral part of this Agreement. 

	Section 6.3 	Further Assurances 


The Shareholder, the Acquiror and the Acquiror Parent will,
from time to time, execute and deliver all such further documents and
instruments and do all such acts and things as the other party may reasonably
require to effectively carry out or better evidence or perfect the full intent
and meaning of this Agreement. Subject to the terms and conditions herein, the
Shareholder, the Acquiror and the Acquiror Parent agree to use commercially
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable under applicable Law to
consummate the transactions contemplated by this Agreement, by the Acquisition
Agreement and by the Amalgamation Agreement. 




- 11 - 

	Section 6.4 	Disclosure 


Except as required by applicable Laws or regulations or by any
Governmental Entity or in accordance with the requirements of any stock
exchange, no party shall make any public announcement or statement with respect
to this Agreement without the approval of the other, which shall not be
unreasonably withheld or delayed. Moreover, the parties agree to consult with
each other prior to issuing each public announcement or statement with respect
to this Agreement, subject to the overriding obligations of applicable Laws.
Provided that the Shareholder has first been given a reasonable opportunity to
review and comment on any such proposed disclosure, the Shareholder consents to
the details of this Agreement being described in any information circular or
press release prepared by the Corporation in connection with the Amalgamation,
in any take-over bid circular prepared by the Acquiror or the Acquiror Parent
with respect to any offer to acquire securities of the Corporation and in any
material change report prepared by the Corporation in connection with the
execution and delivery of this Agreement and the Acquisition Agreement, and this
Agreement being made publicly available, including by filing on SEDAR.

	Section 6.5 	Time 


Any date, time or period referred to in this Agreement will be
of the essence.

	Section 6.6 	Governing Law 


This Agreement will be governed, including as to validity,
interpretation and effect, by the laws of the Province of Ontario and the laws
of Canada applicable therein, and will be construed and treated in all respects
as an Ontario contract. Each of the parties hereby irrevocably attorns to the
exclusive jurisdiction of the Courts of the Province of Ontario in respect of
all matters arising under and in relation to this Agreement. 

	Section 6.7 	Entire Agreement 


This Agreement and the provisions of the Acquisition Agreement
incorporated herein by reference, and the Amalgamation Agreement constitute the
entire agreement and understanding between and among the parties hereto with
respect to the subject matter hereof and supersede any prior agreement,
representation or understanding with respect thereto.

	Section 6.8 	Amendments and Waivers



Each party hereto agrees and confirms that any provision of
this Agreement may be amended modified, altered, supplemented or waived if, and
only if, such amendment, modification, alteration, supplement or waiver is in
writing and signed, in the case of an amendment, by all of the parties hereto,
or in the case of a waiver, by the party against whom the waiver is to be
effective, and no failure or delay by any party in exercising any right, power
or privilege hereunder will operate as a waiver thereof nor will any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. No waiver of any of the
provisions of this Agreement will be deemed to constitute a waiver of any other
provision (whether or not similar). 




- 12 - 

	Section 6.9 	Severability 


To the extent permitted by applicable Law, the parties waive
any provision of applicable Law which renders any provision of this Agreement
invalid or unenforceable in any respect. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any applicable
Law or public policy, all other conditions and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are fulfilled to the fullest
extent possible. 

	Section 6.10 	Assignment 


The provisions of this Agreement shall be binding upon and
enure to the benefit of the parties hereto and their respective successors,
permitted assigns and legal personal representatives, provided that no party may
assign, delegate or otherwise transfer any of its rights, interests or
obligations under this Agreement without the prior written consent of the other
parties hereto, except that the Acquiror and the Acquiror Parent may assign,
delegate or otherwise transfer any of their respective rights, interests or
obligations under this Agreement to an affiliate, without reducing their own
respective obligations hereunder.

	Section 6.11 	Notices 


All notices and other communications given or made pursuant to
this Agreement shall be in writing and shall be deemed to have been duly given
and received on the day it is delivered, provided that it is delivered on a
Business Day prior to 5:00 p.m. local time in the place of delivery or receipt.
However, if notice is delivered after 5:00 p.m. local time or if such day is not
a Business Day then the notice shall be deemed to have been given and received
on the next Business Day. Notice shall be sufficiently given if delivered
(either in person, by courier service or other personal method of delivery), or
if transmitted by facsimile to the parties at the following addresses (or at
such other addresses as shall be specified by any party by notice to the other
given in accordance with these provisions). 

The address for service for each of the Parties hereto shall be
as follows: 

	 	(a) 	If to the Acquiror or the Acquiror Parent (c/o
      Speyside Equity Fund I LP): 
	 	  	  
	 	  	55 Bridge Street 
	 	  	Lambertville, NJ 
	 	  	08530, USA 






- 13 - 

	 	  	Attention: Kevin Daugherty 
	 	  	Fax: (514) 397-3581 
	 	  	  	  
	 	  	with a copy (which shall not
      constitute notice) to: 
	 	 	 
	 	  	       Stikeman
      Elliott LLP 
	 	  	       1155
      René-Lévesque Blvd. W. 
	 	  	       40th Floor 	  
	 	  	       Montreal,
      Québec, H3B 3V2 
	 	  	  	  
	 	  	       Attention: 	 John W. Leopold and David Massé 
	 	  	       Fax: 	 514-397-3222 
	 	  	  	  
	 	(b) 	If to the Shareholder: 
	 	  	  	  
	 	  	       SunOpta Inc. 	  
	 	  	       2233
      Argentia Road 
	 	  	       Suite 401 	  
	 	  	     
       Mississauga ON L5N 2X7 
	 	  	  	  
	 	  	       Attention: 	 Chief Financial Officer 
	 	  	       Fax: 	 905-819-7971 
	 	  	  	  
	 	  	- 	and to - 
	 	  	  	  
	 	  	       SunOpta Inc. 	  
	 	  	       7301 Ohms
      Lane, Suite 600 
	 	  	       Edina, MN
      55439 
	 	  	  	  
	 	  	       Attention: 	 General Counsel 
	 	  	       Fax: 	 952-835-1991 


or to such other address as the relevant person may from time
to time advise by notice in writing given pursuant to this Section 6.11.

	Section 6.12 	Specific Performance and other Equitable
      Rights 



	 	(a) 	
      The parties hereby agree that irreparable damage would
      occur in the event that any provision of this Agreement were not performed
      in accordance with its specific terms or were otherwise breached, and that
      money damages or other legal remedies would not be an adequate remedy for
      any such damages. Accordingly, the parties acknowledge and hereby agree
      that in the event of any breach or threatened breach by any of the
      Shareholder, on the one hand, or the Acquiror or the Acquiror Parent, on
      the other hand, of any of their respective covenants or obligations set
      forth in this Agreement, the Acquiror or the Acquiror Parent, on the one
      hand, or the Shareholder, on the other hand, shall be entitled to an
      injunction or injunctions to prevent or restrain breaches or threatened
      breaches of this Agreement by the other, and to specifically enforce the
      terms and provisions of this Agreement to prevent breaches or threatened
      breaches of, or to enforce compliance with, the covenants and obligations
      of the other under this Agreement. Each of the parties hereby agrees not
      to raise any objections to the availability of the equitable remedy of
      specific performance to prevent or restrain breaches or threatened
      breaches of this Agreement by it, and to specifically enforce the terms
      and provisions of this Agreement to prevent breaches or threatened
      breaches of, or to enforce compliance with, the covenants and obligations
      of the other parties under this Agreement.







- 14 - 

	 	(b) 	
      The parties hereto further agree that (x) by seeking the
      remedies provided for in this Section 6.12, a party shall not in any
      respect waive its right to seek any other form of relief that may be
      available to a party under this Agreement in the event that this Agreement
      has been terminated or in the event that the remedies provided for in this
      Section 6.12 are not available or otherwise are not granted, and (y)
      nothing set forth in this Section 6.12 shall require any party hereto to
      institute any proceeding for (or limit any party's right to institute any
      proceeding for) specific performance under this Section 6.12 prior or as a
      condition to exercising any termination right under Section 5.1 or Section
      5.2 (and pursuing damages after such termination), nor shall the
      commencement of any legal proceeding restrict or limit any party's right
      to terminate this Agreement in accordance with the terms of Section 5.1 or
      Section 5.2 or pursue any other remedies under this Agreement that may be
      available then or thereafter.

	 	 	 
	 	(c) 	
      Any amount that the Acquiror or the Acquiror Parent may
      be entitled to in the event of any breach by the Shareholder of its
      covenants or obligations set forth in this Agreement to vote in favour of
      the Amalgamation or tender to any Alternative Transaction will be reduced
      by an amount equal to any amount paid to the Acquiror by the Corporation
      as a Termination Payment pursuant to the Acquisition Agreement, provided
      that such Termination Payment has been paid within the time specified in
      Section 9.3 of the Acquisition Agreement in respect of a Termination
      Payment Event.




	Section 6.13 	Expenses 


Each of the parties shall pay its respective legal, financial
advisory and accounting costs and expenses incurred in connection with the
preparation, execution and delivery of this Agreement and all documents and
instruments executed or prepared pursuant hereto and any other costs and
expenses whatsoever and howsoever incurred, provided that each party (the
"Breaching Party") shall pay the fees and disbursements of legal counsel
to another party (the "Non-Breaching Party") to the extent related to any
proceedings brought by a Non-Breaching party to enforce this Agreement as a
result of a breach of any provision of this Agreement by the Breaching Party.


	Section 6.14 	Independent Legal Advice



Each of the parties hereby acknowledges that it has been
afforded the opportunity to obtain independent legal advice and confirms by the
execution and delivery of this Agreement that they have either done so or waived
their right to do so in connection with the entering into of this Agreement.





- 15 - 

	Section 6.15 	Financial Information



The Acquiror and the Acquiror Parent hereby covenant and agree
to: 

	 	(a) 	
      cause the Corporation to provide and make available to
      the Shareholder the following information in respect of the Corporation as
      at and for the periods specified in the table below no later than the
      dates specified below:





	Fiscal
      Period 	Required Information 	Delivery Date 
	
      Each fiscal quarter ended prior to the Effective Date
      


	
      Unaudited balance sheet, income statement and complete
      trial balance 
	
      Within 20 days of the end of such fiscal quarter
  

	
      “Stub” period commencing on the first day of the fiscal
      quarter commencing immediately prior to the Effective Date and ending on
      the Effective Date 
	
      Unaudited balance sheet, income statement and complete
      trial balance 
	
      Within 30 days of the Effective Date, and in no scenario
      longer than 20 days following the end of a scheduled fiscal quarter
  





	 	(b) 	
      upon reasonable notice (including following the
      Corporation's fiscal year ended December 31, 2016), cause the Corporation
      to provide the Shareholder and its auditors and each of their respective
      representatives reasonable access during normal business hours to all
      books and financial records relating to and in the possession of the
      Corporation that are reasonably required for the preparation of the
      Shareholder's financial statements for such periods, together with the
      assistance of those employees of the Corporation involved with financial
      reporting that the Shareholder may reasonably
request.



The Shareholder hereby covenants and agrees to reimburse the
Corporation for any incremental expenses incurred by the Corporation in
providing the foregoing financial information, access or assistance of
employees. The Corporation agrees that it shall in good faith advise the
Shareholder of such expenses prior to incurring expenses in an amount exceeding
$2,000. 

Section
6.16               Execution
and Delivery 

This Agreement may be executed by the parties in counterparts
and may be executed and delivered by facsimile, e-mail transmission of Adobe
Acrobat files or other electronic means and all the counterparts and facsimile,
e-mail or other electronic copies together constitute one and the same
agreement, and such facsimile, e-mail or other electronic copies will be legally
effective to create a valid and binding agreement between the parties. 




- 16 - 

 

[signature page follows] 




IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first written above.

	 	SUNOPTA INC. 
	 	 
	 	By:
      (signed) “Craig Hanna” 
	 	 
	 	Name: Craig Hanna 
	 	 
	 	Title: Vice President Corporate Development
  







	 	WEDGE ACQUISITION INC. 
	 	 
	 	By:
      (signed) “Kevin Daugherty” 
	 	 
	 	Name: Kevin Daugherty 
	 	 
	 	Title: Director 
	 	  
	 	WEDGE ACQUISITION HOLDINGS INC. 
	 	 
	 	By:
      (signed) “Kevin Daugherty” 
	 	 
	 	Name: Kevin Daugherty 
	 	 
	 	Title: Director 






A-1 

SCHEDULE “A” 

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER 
AS TO
THE CORPORATION 

	1.1 	
      Representations and Warranties of the Shareholder as
      to the Corporation



The Shareholder represents and warrants to the Acquiror and the
Acquiror Parent, in each case to the best of its Knowledge, as follows, and
acknowledges that the Acquiror and the Acquiror Parent are each relying upon
such representations, warranties and covenants in entering into this Agreement
and the Acquisition Agreement. For purposes of this Schedule "A", "Knowledge"
shall mean the knowledge of Steve Bromley or Jeremy Kendall, after due inquiry,
including inquiries with the relevant officers and employees the Corporation, or
such knowledge as Steve Bromley or Jeremy Kendall would reasonably be expected
to have acquired in fulfilling his duties as a director of the Corporation: 

Environmental: 

	 	(a) 	
      Except as disclosed in Section 23 of the Disclosure
      Letter:




	 	(i) 	
      the operation of the businesses of the Corporation and
      the Opta Minerals Subsidiaries, the property and assets owned or used by
      the Corporation and the Opta Minerals Subsidiaries and the use,
      maintenance and operation thereof have been and are in compliance with all
      Environmental Laws;

	 	 	 
	 	(ii) 	
      each of the Corporation and the Opta Minerals
      Subsidiaries has complied in all material respects with all reporting and
      monitoring requirements under all Environmental Laws; and

	 	 	 
	 	(iii) 	
      each of the Corporation and the Opta Minerals
      Subsidiaries has obtained all Environmental Permits necessary to conduct
      its business and to own, use and operate its properties and
  assets.




	 	(b) 	
      Except as disclosed in 23 of the Disclosure
      Letter:




	 	(iv) 	
      neither the Corporation nor any Opta Minerals Subsidiary
      has ever been convicted of an offence for non-compliance with any
      Environmental Laws or Environmental Permits or been fined or otherwise
      sentenced or settled such prosecution short of conviction;

	 	 	 
	 	(v) 	
      neither the Corporation nor any Opta Minerals Subsidiary
      has received any notice of any non-compliance with any Environmental Laws
      or Environmental Permits;

	 	 	 
	 	(vi) 	
      the operation of the businesses of the Corporation and
      the Opta Minerals Subsidiaries, the property and assets owned or used by
      the Corporation and the Opta Minerals Subsidiaries and the use,
      maintenance and operation thereof have been and are in compliance with all
      Environmental Permits; and







A-2 

	 	(vii) 	
      each of the Corporation and the Opta Minerals
      Subsidiaries has, at all times, used, generated, treated, stored,
      transported, disposed of or otherwise handled its Hazardous Substances in
      compliance with all Environmental Laws and Environmental
  Permits.




	 	(c) 	
      Neither the Corporation nor any Opta Minerals Subsidiary
      is, and there is no reasonable basis upon which the Corporation or any of
      the Opta Minerals Subsidiaries could become, responsible for any material
      clean-up or corrective action under any Environmental Laws.

	 	 	 
	 	(d) 	
      The Corporation has provided to the Acquiror true and
      complete copies of all reports or other documents in its possession or the
      possession of the Opta Minerals Subsidiaries relating to compliance with
      Environmental Laws or Environmental Permits.



Tax Matters 

	 	(a) 	
      Except as disclosed in Section 19(a) of the Disclosure
      Letter, each of the Corporation and the Opta Minerals Subsidiaries has
      duly and in a timely manner filed all Tax returns required to be filed by
      it and all such returns were correct and complete in all material respects
      at the time of filing. Each of the Corporation and the Opta Minerals
      Subsidiaries has paid on a timely basis all Taxes, including instalments,
      which are due and payable, and has paid all assessments and reassessments,
      and all other Taxes due and payable by it on or before the date hereof,
      other than those which are being contested in good faith and in respect of
      which reserves have been provided in the most recently published financial
      statements of the Corporation (if such reserves are required under IFRS).
      Adequate provision has been made on the consolidated financial statements
      of the Corporation for all Taxes assessed and all Taxes owing by any of
      the Corporation or any Opta Minerals Subsidiary that are not yet due and
      payable and that relate to periods ending on or prior to the date hereof
      in conformity with IFRS and all other applicable accounting rules and
      principles. Except as disclosed in Section 19(a) of the Disclosure Letter,
      there are no actions, suits, proceedings, investigations or claims
      outstanding, pending or threatened against the Corporation or any of the
      Opta Minerals Subsidiaries in respect of Taxes or assessments or any
      matters under discussion with any Governmental Entity relating to Taxes or
      assessments asserted by any such authority.

	 	 	 
	 	(b) 	
      Neither the Corporation nor any Opta Minerals Subsidiary
      is party to any material tax sharing agreement, tax indemnification
      agreement or other agreement or arrangement relating to Taxes with any
      person (other than the Corporation or any Opta Minerals
  Subsidiary).

	 	 	 
	 	(c) 	
      Each of the Corporation and the Opta Minerals
      Subsidiaries has withheld from each payment made to all of its current and
      former officers, directors and employees, and from each other payment of
      any nature made to any person, the amount of all Taxes including, but not
      limited to, income tax and other deductions required to be withheld
      therefrom and has paid the same to the applicable Governmental Entity
      within the time required under applicable
Laws.







A-3 

	 	(d) 	
      Each of the Corporation and the Opta Minerals
      Subsidiaries has collected from any of the past and present customers (or
      other persons paying amounts to the Corporation or an Opta Minerals
      Subsidiary) the amount of all Taxes (including goods and services tax and
      provincial sales taxes) required to be collected and has paid and remitted
      such Taxes when due in the form required under applicable Laws.

	 	 	 
	 	(e) 	
      For all transactions between the Corporation or an Opta
      Minerals Subsidiary, on the one hand, and any non-resident person with
      whom the Corporation or an Opta Minerals Subsidiary was not dealing at
      arm's length, for the purposes of the Tax Act, on the other hand, the
      Corporation or the Opta Minerals Subsidiary has made or obtained records
      or documents that satisfy the requirements of paragraphs 247(4)(a) to (c)
      of the Tax Act or any similar applicable transfer pricing
    provisions.



Qualifications and Licenses 

	 	(a) 	
      Each of the Corporation and the Opta Minerals
      Subsidiaries is in compliance, and has complied, in all material respects,
      with all Laws applicable to the operation of its business and each of the
      Corporation and the Opta Minerals Subsidiaries is duly qualified or
      licensed to do business and is in good standing in each jurisdiction where
      the character of the properties owned, leased or operated by it or the
      nature of its business makes such qualification or licensing necessary,
      and each of the Corporation and the Opta Minerals Subsidiaries is in
      compliance, and has complied, in all material respects, with all such
      qualifications and licences.



Health and Safety Compliance 

	 	(a) 	
      Each of the Corporation and the Opta Minerals
      Subsidiaries has operated in accordance, in all material respects, with
      all applicable Laws with respect to occupational health and safety, and
      there are no current, pending or threatened proceedings before any board
      or tribunal with respect to such matters.

	 	 	 
	 	(b) 	
      The Corporation has made available to the Acquiror for
      review any inspection reports, workplace audits or written equivalent,
      made under any occupational health and safety legislation received by it
      since January 1, 2012. There are no outstanding inspection orders or
      written equivalent made under any occupational health and safety
      legislation which relate to or affect the Corporation or any of the Opta
      Minerals Subsidiaries. Each of the Corporation and the Opta Minerals
      Subsidiaries has complied in all material respects with any orders issued
      under any occupational health and safety legislation of which the
      Corporation has received written notice.







A-4 

	1.2 	
      Liability for Representations and Warranties of the
      Shareholder




	 	(a) 	
      The representations and warranties contained in this
      Schedule "A" will survive consummation of the Amalgamation (or any
      Alternative Transaction) and, notwithstanding consummation of the
      Amalgamation (or any Alternative Transaction) and any investigation made
      by or on behalf of the Acquiror or Acquiror Parent, continue in full force
      and effect for a period of 180 days after the consummation of the
      Amalgamation (or any Alternative Transaction).

	 	 	 
	 	(b) 	
      The Shareholder shall not have any obligation or
      liability with respect to any representation or warranty made by the
      Shareholder in this Schedule “A” after the end of the 180-day period after
      the consummation of the Amalgamation except for claims relating to the
      representations and warranties that the Shareholder has been notified of
      prior to the end of such time period.




	1.3 	
      Indemnification in Favour of the Acquiror and the
      Acquiror Parent



For the purposes of this Schedule A, "Damages" means any
losses, liabilities, damages or expenses (including legal fees and expenses on a
full indemnity basis without reduction for tariff rates or similar reductions)
whether resulting from an action, suit, proceeding, arbitration, claim or demand
that is instituted or asserted by a third party, including a Governmental
Entity, or a cause, matter, thing, act, omission or state of facts not involving
a third party. 

Subject to paragraph 1.5 below, the Shareholder shall indemnify
and save each of the Corporation, the Acquiror and the Acquiror Parent and their
respective successors, shareholders, directors, officers, employees, agents and
representatives harmless of and from, and shall pay for, any Damages suffered
by, imposed upon or asserted against it or any of them as a result of, in
respect of, connected with, or arising out of, under, or pursuant to: 

	 	(a) 	
      any breach or inaccuracy of any representation or
      warranty given by the Shareholder contained in Section 4.1 of the
      Agreement;

	 	 	 
	 	(b) 	
      any breach or inaccuracy of any representation or
      warranty as to the Corporation or the Opta Minerals Subsidiaries given by
      the Shareholder contained in this Schedule "A"; and

	 	 	 
	 	(c) 	
      any failure of the Shareholder to hold immediately prior
      to the Amalgamation or Alternative Transaction, and transfer to the
      Acquiror pursuant to the Amalgamation or Alternative Transaction, good and
      valid title to the Subject Securities to the Acquiror, free and clear of
      any and all mortgages, liens, charges, restrictions, security interests,
      adverse claims, pledges, encumbrances and demands or rights of others of
      any nature or kind whatsoever.




	1.4 	
      Indemnification in favour of Acquiror and Acquiror
      Parent for Transaction Costs




	 	(a) 	
      Within 90 days following the Effective Date (or such
      other date as is mutually agreed to by the Shareholder and the Acquiror or
      Acquiror Parent in writing), the Acquiror or Acquiror Parent shall prepare
      and deliver to the Shareholder a draft statement detailing the Final
      Transaction Costs (as defined below) (the "Draft Transaction Costs
      Statement").







A-5 

"Final Transaction Costs" means
the aggregate amount of any and all fees and expenses paid, payable, incurred,
or for which services have either been rendered to or ordered by the Corporation
or the Opta Minerals Subsidiaries up until and including the Effective Date in
connection with the negotiation, preparation and execution of the Acquisition
Agreement, the Amalgamation Agreement, the Meeting or the Circular and the other
transactions contemplated thereunder, including, but not limited to, legal fees
and expenses, investment banking fees, financial advisory fees and expenses
(including any success fees that may be payable), fees paid to the Fiscal
Advisor in connection with the preparation and delivery of the Fairness Opinion,
change of control and retention payments to management and employees, costs of
Opta Mineral’s D&O liability run-off insurance valid for six (6) years
following the Effective Date, fees payable to directors, printing and mailing
costs of the Circular, transfer agent fees, and any other out-of-pocket costs
and expenses incurred in connection with the Acquisition Agreement, the
Amalgamation Agreement and other transactions contemplated thereunder, including
all fees and expenses which were deducted from the Share Consideration in
accordance with the Acquisition Agreement, provided, however, that the payments
referred to in Section 1.1 of the Disclosure Letter are each to be excluded from
the Final Transaction Costs and shall therefore not be deducted from the Share
Consideration.

	 	(b) 	
      The Shareholder shall have ten (10) Business Days to
      review the Draft Transaction Costs Statement following receipt thereof and
      Shareholder must notify the Acquiror in writing if it has any objection to
      the Draft Transaction Costs Statement within such ten (10) Business Day
      period. The notice of objection must contain a statement of the basis of
      the Shareholder's objections and the amounts in dispute.

	 	 	 
	 	(c) 	
      If Shareholder sends a written notice of objection to the
      Draft Transaction Costs Statement in accordance with Section 1(b), the
      Acquiror and the Shareholder shall work expeditiously and in good faith in
      an attempt to resolve such objections within 10 Business Days following
      receipt of the notice. Failing resolution of any such objection raised by
      the Shareholder, the dispute will be submitted for determination to an
      independent firm of chartered accountants mutually agreed to by the
      Acquiror and the Shareholder, and failing such mutual agreement, to KPMG
      LLP (the "Third Party Accountants"). The determination of the Third
      Party Accountants will be final and binding upon the Acquiror, the
      Acquiror Parent and the Shareholder and will not be subject to appeal,
      absent manifest error. The Third Party Accountants are deemed to be acting
      as experts and not as arbitrators.

	 	 	 
	 	(d) 	
      The Draft Transaction Costs Statement shall be revised to
      reflect either the agreement of the parties or the determination of the
      Third Party Accountants, as applicable, within two (2) Business Days
      following such final agreement of the parties or determination. The Draft
      Transaction Costs Statement, as revised in accordance with the foregoing,
      will automatically become the "Final Transaction Costs
      Statement".







A-6 

	 	(e) 	
      If the Shareholder does not notify the Acquiror of any
      objection to the Draft Transaction Costs Statement within the ten (10)
      Business Day period in accordance with Section 1(b), the Shareholder is
      deemed to have accepted and approved the Draft Transaction Costs Statement
      and such Draft Transaction Costs Statement will be final, conclusive and
      binding upon the Shareholder, and will not be subject to appeal. The Draft
      Transaction Costs Statement will become the "Final Transaction Costs
      Statement" on the first Business Day following the end of such ten
      (10) Business Day period.

	 	 	 
	 	(f) 	
      In the case of a dispute and the retention of Third Party
      Accountants to determine such dispute, the costs and expenses of the Third
      Party Accountants will be borne equally by Vendor and Purchaser. However,
      Vendor and Purchaser shall each bear their own costs in presenting their
      respective cases to the Third Party Accountants.

	 	 	 
	 	(g) 	
      If the Final Transaction Costs as reflected on the Final
      Transaction Costs Statement exceed the Estimated Transaction Costs
      deducted from the Consideration upon closing of the Amalgamation by more
      than $75,000, the Shareholder shall pay to the Acquiror or Acquiror Parent
      (or to such other person as either the Acquiror or Acquiror Parent shall
      direct) the amount of such difference in excess of $75,000 by wire
      transfer of immediately available funds within five (5) Business Days
      after determination of the Final Transaction Costs as reflected on the
      Final Transaction Costs Statement.




	1.5 	
      Limitations on
Indemnification




	 	(a) 	
      The Shareholder shall only be obligated to make any
      payment for Damages for indemnification or otherwise with respect to the
      matters described in paragraph 1.3(b) up to a maximum amount of $700,000
      (the "Indemnification Limit") nor shall the Shareholder be
      obligated to make any payment for Damages for indemnification or otherwise
      unless the aggregate amount of such Damages is at least $50,000 (the
      "Threshold") (and once the Threshold is exceeded, the Shareholder
      will be obligated to make a payment for all such Damages starting from the
      first dollar).

	 	 	 
	 	(b) 	
      Any payment for Damages from the Shareholder for
      indemnification with respect to the matters described in paragraph 1.3(b)
      may be claimed by the Acquiror Parent through (i) a reduction of the
      principal amount owed by Amalco (a then subsidiary of the Acquiror Parent)
      to the Shareholder under the subordinated unsecured promissory note issued
      to the Shareholder in connection with the Amalgamation (or set-off against
      any amount payable thereunder) up to a maximum amount of reduction or
      set-off equal to the Indemnification Limit, or, at the election of the
      Acquiror Parent, (ii) a cash payment from the Shareholder to Speyside
      Equity Fund I LP or to an affiliate thereof or a fund managed thereby up
      to a maximum of $350,000, with any remaining portion of Damages over and
      above such cash payment and up to the Indemnification Limited being
      claimed and paid through reduction of the principal amount owed by Amalco
      (a then subsidiary of the Acquiror Parent) to the Shareholder under the
      subordinated unsecured promissory note issued to the Shareholder in
      connection with the Amalgamation (or set-off against any amount payable
      thereunder).







A-7 

	 	(c) 	
      In no circumstances shall the Shareholder be obligated to
      make any payment for Damages for indemnification directly to the
      Interested Shareholder with respect to the matters described in paragraphs
      1.3(b).

	 	 	 
	 	(d) 	
      The Indemnification Limit and the Threshold will not
      apply to, and the Shareholder shall be liable for all Damages with respect
      to: (i) any claims for indemnification under paragraphs 1.3(a) and 1.3(c);
      or (ii) any claim involving fraud or fraudulent or intentional
      misrepresentation.

	 	 	 
	 	(e) 	
      Subject to Section 1.5(b), any payment for Damages (or a
      portion thereof) owed by the Shareholder for indemnification or otherwise
      pursuant to this Agreement may, at the election of the Acquiror Parent,
      either (i) be satisfied by a reduction from the principal amount owed by
      Amalco to the Shareholder under the subordinated unsecured promissory note
      issued to the Shareholder in connection with the Amalgamation (or set-off
      against any amount payable thereunder), or (ii) be made as a cash payment
      directly to Speyside Equity Fund I LP or to an affiliate thereof or a fund
      managed thereby.




	1.6 	
      Notification




	 	(a) 	
      If a Third Party Claim is instituted or asserted against
      a person with indemnification rights or benefits contained in the Schedule
      "A" (an "Indemnified Person"), the Indemnified Person shall notify
      the Shareholder in writing of the Third Party Claim.

	 	 	 
	 	(b) 	
      If an Indemnified Person becomes aware of a Direct Claim
      (as such term is defined in paragraph 1.7), the Indemnified Person shall
      notify the Shareholder in writing of the Direct Claim.

	 	 	 
	 	(c) 	
      Notice to the Shareholder under this paragraph of a
      Direct Claim or a Third Party Claim is assertion of a claim for
      indemnification against the Shareholder under this Agreement. Upon receipt
      of such notice, the provisions of paragraph 1.8 will apply to any Third
      Party Claim and the provisions of paragraph 1.7 will apply to any Direct
      Claim.

	 	 	 
	 	(d) 	
      The omission to notify the Shareholder shall not relieve
      the Shareholder from any obligation to indemnify the Indemnified Person,
      unless the notification occurs after the expiration of the specified
      period set out paragraph 1.2 to the extent that such specified period
      applies to the relevant obligation to
indemnify.







A-8 

	1.7 	
      Direct Claims



For the purposes of the Schedule A, "Direct Claim" means
any cause, matter, thing, act, omission or state of facts not involving a Third
Party Claim which entitles an Indemnified Person to make a claim for
indemnification under this Agreement. 

	 	(a) 	
      Following receipt of notice of a Direct Claim, the
      Shareholder has 30 days to investigate the Direct Claim and respond in
      writing. For purposes of the investigation, the Indemnified Person shall
      make available to the Shareholder the information relied upon by the
      Indemnified Person to substantiate the Direct Claim, together with such
      other information as the Indemnifying Party may reasonably
  request.

	 	 	 
	 	(b) 	
      If the Shareholder disputes the validity or amount of the
      Direct Claim, the Shareholder shall provide written notice of the dispute
      to the Indemnified Person within the 30-day period specified in the
      paragraph above. The dispute notice must describe in reasonable detail the
      nature of the Shareholder's dispute. During the 30-day period immediately
      following receipt of a dispute notice by the Indemnified Person, the
      Shareholder and the Indemnified Person shall attempt in good faith to
      resolve the dispute. If the Shareholder and the Indemnified Person fail to
      resolve the dispute within that 30-day period, the Indemnified Person is
      free to pursue all rights and remedies available to it, subject only to
      this Agreement. If the Shareholder fails to respond in writing to the
      Direct Claim within the 30-day period specified in the paragraph above,
      the Shareholder is deemed to have agreed to the validity and amount of the
      Direct Claim and shall promptly pay in full the amount of the Direct Claim
      to the Indemnified Person.




	1.8 	
      Third Party Claims



For the purposes of the Schedule A, "Third Party Claim"
means any action, suit, proceeding, arbitration, claim or demand that is
instituted or asserted by a third party, including a Governmental Entity,
against an Indemnified Person which entitles the Indemnified Person to make a
claim for indemnification under this Agreement. 

	 	(a) 	
      Subject to the terms of this paragraph 1.8, upon
      receiving notice of a Third Party Claim, the Shareholder may participate
      in the investigation and defense of the Third Party Claim. The Shareholder
      shall cooperate on a timely basis with the Indemnified Person in the
      defense of any Third Party Claim, as the Indemnified Person shall
      reasonably request.

	 	 	 
	 	(b) 	
      The Indemnified Person has the right (but not the
      obligation) to undertake the defense of the Third Party Claim. The
      Indemnified Person may compromise and settle the Third Party claim but the
      Shareholder shall not be bound by any compromise or settlement of the
      Third Party Claim effected without its consent (which consent may not be
      unreasonably withheld or delayed). The Indemnified Person agrees to keep
      the Shareholder fully informed of the status of any Third Party Claim and
      any related proceedings.







A-9 

	1.9 	
      Fraud and Other Remedies



The rights and remedies of the Acquiror and Acquiror Parent
under this Schedule "A" are cumulative and are without prejudice and in addition
to any rights or remedies the Acquiror or Acquiror Parent may have at law or in
equity. In addition, nothing in this Schedule "A", limits or restricts in any
way any remedies available, or Damages payable, for claims involving fraud or
fraudulent misrepresentation. 

	1.10 	
      Reductions and Subrogation



If the amount of any Damages incurred by an Indemnified Person
is reduced by any recovery or settlement pursuant to any insurance coverage, the
amount of such reduction (less any costs, expenses, deductibles or premiums
incurred in connection therewith), shall promptly be repaid to the Shareholder
upon receipt by the Indemnified Person of the full payment of such amount. If
any Damages or loss can be reduced by any recovery or settlement pursuant to any
insurance coverage, the Indemnified Person shall take all commercially
reasonable steps to obtain such insurance recovery or settlement, and all cost
of such enforcement incurred by such Indemnified Person shall be borne by the
Shareholder.

	1.12 	
      One Recovery



An Indemnified Person shall not be entitled to double recovery
for any Damages even though they may have resulted from the breach of more than
one of the representations, warranties, agreements and covenants made by the
Shareholder pursuant to the Agreement or this Schedule "A".

	1.13 	
      Duty to Mitigate



Nothing in this Schedule "A" shall in any way restrict or limit
the general obligation under applicable Law of an Indemnified Person to mitigate
the Damages which it may suffer or incur by reason of the breach by the
Shareholder of any representation or warranty under this Schedule "A".