Act.
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Dated:
, as Transfer agent
by ______________________________________
Authorized Signatory
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EXHIBIT C
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF PREFERRED STOCK
Re:
Series A Preferred Stock (the "Preferred Stock") of SunOpta Foods Inc. (the
"Company") This Certificate relates to shares of Preferred Stock held by (the
"Transferor") in*:
☐
book entry form; or
☐
definitive form.
The Transferor has requested the Transfer Agent by written order to exchange or
register the transfer of Preferred Stock.
In connection with such request and in respect of such Preferred Stock, the
Transferor does hereby certify that the Transferor is familiar with the
Certificate of Incorporation relating to the above-captioned Preferred Stock and
that the transfer of this Preferred Stock does not require registration under
the Securities Act of 1933 (the "Securities Act") because *:
☐
such Preferred Stock is being acquired for the Transferor's own account without
transfer;
☐
such Preferred Stock is being transferred to the Company;
☐
such Preferred Stock is being transferred to a qualified institutional buyer (as
defined
in Rule 144A under the Securities Act), in reliance on Rule 144A; or
☐
such Preferred Stock is being transferred in reliance on and in compliance with
another exemption from the registration requirements of the Securities Act (and
based on an Opinion of Counsel if the Company so requests).
[INSERT NAME OF TRANSFEROR]
By:
______________________________________
Date:
_________________________
* Please check applicable box.
102
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EXHIBIT D
FORM OF SERIES B-1 PREFERRED STOCK FACE OF SECURITY
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THESE
SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAYBE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES EVIDENCE REASONABLY
ACCEPTABLE TO IT THAT SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF SUNOPTA FOODS INC. (THE "COMPANY"), AS AMENDED
(AS FURTHER AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME, THE "CHARTER"),
THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE
SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE
OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE
WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY
INCORPORATED INTO THIS CERTIFICATE BY REFERENCE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
103
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Series