Common use of Conditions for the Benefit of the Vendors Clause in Contracts

Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser of the SBI Shares is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the Vendors: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will have performed or complied with all of their respective obligations and covenants and conditions of this Agreement to be performed or complied with by them at or prior to the Time of Closing; (c) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors’ Representative or its counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities, contractual counterparties and other third parties such approvals or consents as are required to permit the issuance and delivery to the Vendors of the Consideration Shares; (e) no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) acting reasonably.

Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser of the SBI Shares Securities is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsClosing: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 3.02 will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will have performed or complied with all of their respective the obligations and covenants and conditions of this Agreement to be performed or complied with by them the Purchaser at or prior to the Time of Closing; (c) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors or the Vendors’ Representative or its counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct in all material respects at the Time of Closing; (d) there any government, regulatory or self-regulatory approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions (including those of any stock exchanges or other securities or regulatory authorities) that are necessary to complete the transactions contemplated by this Agreement, including Competition Act Compliance, will have been obtained from all appropriate Governmental Authoritiesobtained, contractual counterparties received or concluded or, in the case of waiting or suspensory periods, expired or been terminated, each on terms and other third parties such approvals or consents as are required to permit the issuance and delivery conditions satisfactory to the Vendors of the Consideration Shares;Vendors, acting reasonably; and (e) there will not be in effect or threatened any temporary restraining order, preliminary or permanent injunction, cease trade order or other order, decree or judgment issued by any Governmental Authority or other legal restraint or prohibition, and no action action, suit or proceeding will be pending have been taken or threatened by any person to enjoinGovernmental Authority, restrict or prohibit challenging the issuance sale and delivery to the Vendors purchase of the Consideration Shares; (f) no Material Adverse Effect in respect Securities or preventing or restricting the completion of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in by this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) acting reasonablyAgreement.

Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser Dectron of the SBI Shares is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsTime: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will 7.2.1 Dectron shall have performed or complied with all of their respective obligations and the terms, covenants and conditions of this Agreement to be performed or complied with by them Dectron at or prior to the Time of ClosingClosing Time; (c) 7.2.2 at Closing, Dectron shall deliver to the Vendors will be furnished with such certificates the certified cheques or other instruments bank drafts issued by Dectron to the order of the Purchaser Vendors in accordance with Section 2.2 hereof; 7.2.3 the representations and Mascoma or of officers warranties contained in Article 4 shall be true and correct on and as of the Purchaser Closing Date with the same effect as though made on and Mascoma as of such date and Dectron shall have delivered to the Vendors’ Representative or its counsel may reasonably think necessary in order Vendors a solemn declaration to establish such effect, dated such date, provided that the obligations receipt of such solemn declaration and the Closing herein provided for shall not be a waiver of the representations, warranties, covenants contained and agreements which shall continue in this Agreement full force and effect as provided herein; and 7.2.4 the Vendors shall have been reimbursed all loans and advances made to have Cascade or to any of its Subsidiaries. In case any material condition to be performed or complied with for the benefit of the Vendors at or prior to the Closing Time has not been performed or complied with by the Purchaser and Mascoma in any material respect at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental AuthoritiesTime, contractual counterparties and other third parties such approvals or consents as are required to permit the issuance and delivery to the Vendors of the Consideration Shares; (e) no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma without limiting any other right that Vendors have, may at their sole option, either (i) rescind this Agreement by notice to Dectron, and in such event Vendors shall be released from all obligations hereunder; or (ii) waive compliance with any such condition in whole or in part on such terms as may be agreed upon without prejudice to any of their rights or rescission in the event of non-performance or non-compliance of any other securityholders of Mascomacondition in whole or in part; and, if Vendors rescind this Agreement, Dectron shall also be released from all obligations hereunder. Notwithstanding anything provided for in this Agreement to the contrary, the Vendors shall be entitled to appoint request that the terms of the transactions provided for under this Agreement be restructured and modified in any reasonable fashion to attain a more efficient tax treatment of the transactions provided for in this Agreement for the Vendors, without causing adverse tax or other consequences for the other Parties, and Dectron and the Vendors and/or any one (1) director of them agree to execute and one (1) observer to deliver any reasonable document and do all reasonable things considered necessary or useful in this connection. Without limiting the board generality of directors of Mascoma; the foregoing, such adjustments could include (i) SunOptathe declaration (or deemed declaration) by Cascade (and/or its subsidiaries), SBI prior to the Closing Date, of a dividend out of the so-called "Safe Income" account maintained for income tax purposes and, as appropriate, corresponding proportionate reduction of the Purchase Price; and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (jii) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality of all matters incidental to the sale by the Vendors shareholders of 0000-0000 Xxxxxx Inc. of their shares of such corporation to permit Xxxxxx Xxxxxxxxx to benefit fully from his capital gains tax exemption. This may also include the redemption and the purchase cancellation by the Purchaser 0000-0000 Xxxxxx Inc. of the SBI Shares will be subject shares held by 1853-9130 prior to the approval Closing Time with corresponding adjustments to be made to the Purchase Price and conditions of the Vendors Representative’s counsel(s) acting reasonablyPurchase. No adjustment required herein will result in increasing the total consideration paid by Dectron under all of the transactions envisaged under this Agreement.

Conditions for the Benefit of the Vendors. The sale by obligation of the Vendors and to complete the purchase by transactions contemplated hereby, including the Purchaser sale of the SBI Shares Vendor Shares, is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be fulfilled or performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsClosing, subject to clause 2.5: (a) the representations and warranties Truth of Purchaser Warranties: the Purchaser and Mascoma set forth in Section 3.03 will Warranties must be true and correct at in all material respects as of the Time of Closing Date (except in each case, for those Purchaser Warranties that are subject to a materiality qualification, which must be true and correct in all respects) with the same force and effect as if such Purchaser Warranties had been made at on and as of such timedate, and the Purchaser must have delivered to the Vendors a certificate to that effect; (b) Performance of Covenants: the Purchaser and Mascoma will must have performed fulfilled or complied in all material respects with all of their respective obligations and covenants and conditions of this Agreement to be performed or complied with by them at or prior to the Time of Closing; (c) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors’ Representative or its counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed be fulfilled or complied with by the Purchaser and Mascoma it at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser must have delivered to the Vendors a certificate to that effect; (c) Deliverables: the Purchasers must have delivered to the Vendors the documents contemplated in clause 6.5, in each case in form and Mascoma herein given are true and correct at substance satisfactory to the Time of ClosingVendors, acting reasonably; (d) there Overseas Investment Office: the Vendors being satisfied that the Purchaser will have been obtained from received, on conditions which are reasonable and customary, all appropriate Governmental Authorities, contractual counterparties and necessary consents under the Xxxxxxxx Xxxxxxxxxx Xxx 0000 or other third parties such approvals or consents as are required to permit the issuance and delivery to the Vendors similar Laws in any applicable jurisdiction in respect of the Consideration Sharesacquisition of the Shares by the Purchaser; (e) no action Commerce Commission: the Vendors being satisfied that the Purchaser will have received, on conditions which are reasonable and customary, all necessary clearances under the Commerce Xxx 0000 or proceeding will be pending other similar Laws in any applicable jurisdiction in respect of the acquisition of the Shares by the Purchaser, or threatened by any person to enjoinin the alternative, restrict or prohibit the issuance and delivery a legal opinion of counsel, in a form satisfactory to the Vendors Vendors, that no clearances are required under such legislation in respect of the Consideration Shares;acquisition of the Shares by the Purchaser; and (f) no Material Adverse Effect No Prohibition on Closing: all consents, approvals, orders and authorisations from Governmental Entities required in respect connection with the completion of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in this Agreement and all ancillary matters related thereto will shall have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) acting reasonablyobtained.

Conditions for the Benefit of the Vendors. (1) The sale by the Vendors and the purchase by the Purchaser of the SBI Shares and the Debt is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsDate: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will be true and correct in all material respects at the Time of Closing Date with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will have performed or complied with all of their respective obligations and the terms, covenants and conditions of this Agreement to be performed or complied with by them the Purchaser at or prior to the Time of ClosingClosing Date; (c) the Vendors shall have received a favourable opinion of the Purchaser’s counsel in respect of the due authorization and enforceability of this Agreement in a form reasonably acceptable to the Vendors; (d) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors’ Representative Vendors or its the Vendor’s counsel may reasonably think necessary in order to establish that the obligations terms, covenants and covenants conditions contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing Date have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct in all material respects at the Time of ClosingClosing Date; (de) the Corporation shall have released the Vendors from any and all possible Claims against the Vendors in their capacities as shareholders or debtholders of the Corporation; (f) there will have been obtained from all appropriate Governmental Authorities, contractual counterparties Agencies and other third parties such approvals and consents, or consents exemptions therefrom, as are required to permit the issuance and delivery to the Vendors change of ownership of the Consideration SharesShares and Debt contemplated hereby; (eg) no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance sale and delivery to the Vendors purchase of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps Shares and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors;Debt contemplated hereby; and (h) SunOpta willall necessary approvals of the directors, under shareholders and, if necessary, the agreements entered into among debt holders of the Purchaser for the due authorization of the transactions contemplated hereby shall have been obtained. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendors at or prior to the Closing Date has not been performed or complied with at or prior to the Closing Date or the Purchaser delivers a notice pursuant to Section 4.02(4), the Vendors, Mascoma without limiting any other right that the Vendors have, may at their sole option either: (a) rescind this Agreement by notice to the Purchaser, and in such event the Vendors will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of their rights of rescission in the event of non-performance of any other securityholders of Mascomaterm, covenant or condition in whole or in part; and, if the Vendors rescind this Agreement pursuant to Section 5.02(2)(a), the Vendors shall be entitled to appoint retain the Deposit and the Purchaser will also be released from all obligations hereunder unless the term, covenant or condition for which the Vendors have rescinded this Agreement was one (1) director and one (1) observer that the Purchaser had covenanted, pursuant to Section 4.02(2), to ensure had been performed or complied with, in which event the Purchaser will be liable to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize Vendors for any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality of all matters incidental to the sale Claims incurred by the Vendors and the purchase by the Purchaser directly or indirectly as a result of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) acting reasonablysuch breach.

Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser of the SBI Shares is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsClosing: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 3.02 will be true and correct in all material respects (except those qualified by materiality, which will be true in all respects) at the Time of Closing with the same force and effect as if made at and as of such timetime (other than those representations and warranties that address matters as of particular dates, which will be true and correct or true and correct in all material respects, as applicable, as at and as of such particular dates; (b) the Purchaser and Mascoma will have performed or complied with all of their respective the obligations and covenants and conditions of this Agreement to be performed or complied with by them the Purchaser at or prior to the Time of Closing; (c) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors or the Vendors’ Representative or its counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing; (d) the Purchase Price will have been paid in accordance with Section 2.05; (e) there will have been obtained from all appropriate Governmental Authorities, contractual counterparties and other third parties Authorities such approvals or consents as are required to permit the issuance and delivery to the Vendors change of ownership of the Consideration Shares; (e) no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration SharesShares contemplated hereby; (f) no Material Adverse Effect in respect of Mascoma or the Non-Compete will be entered into between the Vendors, Tri-Ad, 1043497, Flex-Art and C&W and the Purchaser will have occurred from substantially in the date hereof to the Time of Closingform set out in Schedule 5.01(l); (g) all necessary steps there will be a consulting agreement entered into between Lore Sales and proceedings will have been taken to permit Investments Limited and the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered Purchaser substantially in the name of the Vendorsform set out in Schedule 5.01(m); (h) SunOpta will, under the there will be lease agreements entered into among between the VendorsPurchaser and each of the current landlords of Tri-Ad, Mascoma 1043497 and C&W with respect to all current leased facilities of Tri-Ad, 1043497 and C&W substantially in the other securityholders form of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOptalease attached as Schedule 5.01(n); and (ki) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) Vendors’ counsel, acting reasonably.

Conditions for the Benefit of the Vendors. (1) The sale by the Vendors and the purchase by the Purchaser of the SBI Shares is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsClosing: (a) the Amalgamation is completed and the Certificate of Amalgamation is issued in connection therewith; (b) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 3.04 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (bc) the Purchaser and Mascoma will have performed or complied with all of their respective obligations and the terms, covenants and conditions of this Agreement to be performed or complied with by them the Purchaser at or prior to the Time of Closing; (cd) the Founders and the Purchaser shall have entered into employment letters and agreement(s) related to non-competition, confidentiality and proprietary rights/invention assignment, all in form mutually acceptable to the Founders and the Purchaser; and (e) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors or the Vendors’ Representative or its counsel may reasonably think necessary in order to establish that the obligations terms, covenants and covenants conditions contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing;. (d2) there will have been obtained from all appropriate Governmental Authorities, contractual counterparties and other third parties such approvals In case any term or consents as are required covenant of the Purchaser or condition to permit be performed or complied with for the issuance and delivery benefit of the Vendors at or prior to the Vendors Time of the Consideration Shares; (e) no action Closing has not been performed or proceeding will be pending complied with at or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof prior to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and without limiting any other right that the other securityholders of MascomaVendors has, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma;may at its sole option either (ia) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in rescind this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, notice to the Purchaser, SBI and SunOpta; andin such event the Vendors will be released from all obligations hereunder or (kb) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the form and legality event of all matters incidental to the sale by non-performance of any other term, covenant or condition in whole or in part and, if the Vendors and the purchase by rescind this Agreement pursuant to Section 5.02(2)(a), the Purchaser of the SBI Shares will also be subject to the approval of the Vendors Representative’s counsel(s) acting reasonablyreleased from all obligations hereunder.

Conditions for the Benefit of the Vendors. 7.2.1 The sale by the Vendors and the purchase by the Purchaser of the SBI Purchased Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsClosing: (a) 7.2.1.1 the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will 3.3 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) 7.2.1.2 the Purchaser and Mascoma will shall have performed or complied with all of their respective obligations and the terms, covenants and conditions of this Agreement to be performed or complied with by them the Purchaser at or prior to the Time of Closing;; and (c) 7.2.1.3 the Vendors will shall be furnished with such certificates certificates, affidavits or other instruments statutory declarations of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors or the Vendors’ Representative or its ' counsel may reasonably think necessary in order to establish that the obligations terms, covenants and covenants conditions contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing;. (d) there will 7.2.2 In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendors at or prior to the Time of Closing shall not have been obtained from all appropriate Governmental Authorities, contractual counterparties and other third parties such approvals performed or consents as are required to permit the issuance and delivery to the Vendors of the Consideration Shares; (e) no action complied with at or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof prior to the Time of Closing;, the Vendors may, without limiting any other right that the Vendors may have, at its sole option, either: (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in 7.2.2.1 rescind this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, notice to the Purchaser, SBI and SunOptain such event the Vendors shall be released from all obligations hereunder; or 7.2.2.2 waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and (k) , if the form Vendors rescind this Agreement pursuant to Section 7.2.2.1 and legality of all matters incidental the term, covenant or condition for which the Vendors have rescinded this Agreement was one that the Purchaser had covenanted, pursuant to Section 4.3.1, to ensure had been performed or complied with, the Purchaser shall be liable to the sale Vendors for any losses, damages or expenses incurred by the Vendors and the purchase by the Purchaser as a result of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) acting reasonablysuch breach.

Conditions for the Benefit of the Vendors. (1) The sale by the Vendors and the purchase by the Purchaser completion of the SBI Shares transactions contemplated herein is subject to the following conditions, conditions which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsClosing: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will 3.3 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will shall have performed or complied with all of their respective obligations and the terms, covenants and conditions of this Agreement to be performed or complied with by them the Purchaser at or prior to the Time of Closing; (c) the Vendors will shall be furnished with such certificates certificates, affidavits or other instruments statutory declarations of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors or the Vendors’ Representative or its ' counsel may reasonably think necessary in order to establish that the obligations terms, covenants and covenants conditions contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing; (d) there will the Purchaser shall have been obtained from all appropriate Governmental Authoritiesentered into the Exchange Rights Agreement and the Support Agreement in the forms of Exhibit G and H hereto, contractual counterparties and other third parties such approvals or consents as are required to permit the issuance and delivery to the Vendors of the Consideration Sharesrespectively; (e) no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will transactions contemplated herein shall be subject to the approval of the Vendors' counsel; and (f) the Reorganization shall have been completed. (2) In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendors Representative’s counsel(sat or prior to the Time of Closing shall not have been performed or complied with at or prior to the Time of Closing, the Vendors may, without limiting any other right that the Vendors may have, at its sole option, either: (a) acting reasonablyrescind this Agreement by notice to the Purchaser, and in such event the Vendors shall be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part.

Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser Dectron of the SBI Remaining Cascade Shares is (other than those held by 9048), the Remaining 9048 Shares and the Notes were waived or subject to the following conditions, which are were for the exclusive benefit of the Vendors and which are to be the Vendors confirm having been waived or performed or complied with at or prior to the Closing Time of Closing at the satisfaction of the Vendorsto their full satisfaction: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will have 8.2.1 Dectron performed or complied with all of their respective obligations and the terms, covenants and conditions of this Agreement and the Share Purchase Agreement to be performed or complied with by them Dectron at or prior to the Time of ClosingClosing Time; (c) 8.2.2 at Closing, Dectron delivered to the Vendors will be furnished with such certificates the certified cheques or other instruments bank drafts issued by Dectron to the order of the Purchaser Vendors in accordance with Sections 2.1 and Mascoma or of officers 2.2 hereof; 8.2.3 the representations and warranties contained in Article 5 are true and correct on and as of the Purchaser Closing Date with the same effect as though made on and Mascoma as of such date and Dectron has delivered to the Vendors’ Representative or its counsel may reasonably think necessary in order Vendors a solemn declaration to establish such effect, dated such date, provided that the obligations receipt of such solemn declaration and the Closing herein provided for shall not be a waiver of said representations, warranties, covenants contained and agreements which shall continue in full force and effect as provided herein; and 8.2.4 the Vendors have been reimbursed all loans and advances made to Cascade or to any of its Subsidiaries. Notwithstanding anything provided for in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authoritiescontrary, contractual counterparties and other third parties such approvals or consents as are required to permit the issuance and delivery to the Vendors of the Consideration Shares; (e) no action or proceeding will shall be pending or threatened by any person entitled to enjoin, restrict or prohibit the issuance request and delivery Dectron shall agree to the Vendors of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name allow each of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendorstheir auditors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer their counsel and/or their financial representatives full access to the board books and financial information of directors each of Mascoma; (i) SunOpta9048, SBI Cascade and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta its subsidiaries, as necessary, and with a right of first offer to commercialize make copies thereof, and Dectron shall provide any derivative food products which may be produced or developed utilizing the processes and technology owned additional information reasonably required by SBI and Mascoma; (j) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will be subject to the approval any of the Vendors Representative’s counsel(s) acting reasonablyin order for the Vendors to calculate the balance of the so-called "safe income" account maintained for income tax purposes.

Conditions for the Benefit of the Vendors. (1) The sale Vendors shall be obliged to complete the Transactions only if each of the following conditions precedent have been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Purchaser made in or pursuant to this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Closing Date with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the Vendors entering of this Agreement); (b) the Purchaser shall have complied with or performed all of the obligations, covenants and the purchase agreements under this Agreement to be complied with or performed by the Purchaser on or before the Closing Date to the satisfaction of the SBI Shares Vendors, acting reasonably; (c) all Permits required from all relevant Governmental Authorities to permit the completion of the Transactions have been obtained and are in full force and effect; (d) there is subject no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; and (e) the Purchaser has caused to be delivered to the following conditionsVendors the following: (i) a certificate of status of the Purchaser or its equivalent under the laws of the jurisdiction of its incorporation; and (ii) a certificate of a senior officer of the Purchaser certifying the Constating Documents of the Purchaser, which are certifying the resolutions of the board of directors and shareholders of the Purchaser authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser and certifying the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other document relating to the Transactions; (iii) payment of the Purchase Price; and (iv) a certificate of the Purchaser in respect of its representations and warranties set out in Section 5.3 and in respect of its covenants and other obligations set out in this Agreement. (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the Vendors: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will have performed or complied with all of their respective obligations and covenants and conditions of this Agreement to be performed or complied with by them at or prior to the Time of Closing; (c) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors’ Representative may waive compliance with any such condition in whole or its counsel may reasonably think necessary in order part by notice in writing to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities, contractual counterparties and other third parties such approvals or consents as are required to permit the issuance and delivery to the Vendors of the Consideration Shares; (e) no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration Shares; (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing; (g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma; (i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascoma; (j) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by the board of directors of Mascoma, the Purchaser, SBI and SunOpta; and (k) the form and legality except that no such waiver operates as a waiver of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) acting reasonablyany other condition.

Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser of the SBI Shares Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the VendorsClosing: (a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 herein will be true and correct in all material respects (other than such representations and warranties which are already qualified by materiality and which shall be true and correct in all respects) at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Purchaser and Mascoma will have performed or complied with all of their respective obligations and the terms, covenants and conditions of this Agreement to be performed or complied with or performed by them the Purchaser at or prior to the Time of ClosingClosing shall have been complied with or performed in all material respects; (c) the Vendors will be furnished with such certificates or other instruments a certificate of an officer of the Purchaser, dated the Closing Date on behalf of the Purchaser and Mascoma not in his or of officers of the Purchaser and Mascoma as the Vendors’ Representative or its counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior her personal capacity, to the Time of Closing have been performed or complied with and that effect that: (i) all the representations and warranties of the Purchaser and Mascoma set forth herein given are true and correct in all material respects (other than such representations and warranties which are already qualified by materiality and Section 4.1(a), Section 4.1(d)(i) and Section 4.1(f)(i), which shall be true and correct in all respects) at the Time of ClosingClosing with the same force and effect as if made at and as of such time; and (ii) all the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing have been complied with or performed in all material respects; (d) there will the Vendors shall have been obtained released from all appropriate Governmental Authorities, contractual counterparties and other third parties such approvals or consents as are required to permit the issuance and delivery any obligations relating to the Vendors of period on and after the Consideration SharesClosing Date under the Leases; (e) no Applicable Law shall have been made, and no action or proceeding will be pending or threatened by any person Governmental Authority, to enjoin, restrict or prohibit the issuance sale and delivery to the Vendors purchase of the Consideration Shares;Purchased Assets contemplated hereby; and (f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof shall deliver or cause to be delivered to the Time of Closing;Vendors the following in form and substance satisfactory to the Vendors: (gi) certified copies of: (A) the constating documents and by-laws of the Purchaser; and (B) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name resolutions of the Vendors; (h) SunOpta will, under the agreements entered into among the Vendors, Mascoma shareholders and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascomathe Purchaser approving the entering into and completion of the transaction contemplated by this Agreement; (iii) SunOptaa certificate of status, SBI and Mascoma will have entered into an agreement pursuant compliance, good standing or like certificate with respect to which Mascoma grants to SunOpta a right the Purchaser issued by appropriate government officials of first offer to commercialize any derivative food products which may be produced or developed utilizing the processes and technology owned by SBI and Mascomaits jurisdiction of incorporation; (jiii) the transactions contemplated in this Agreement and all ancillary matters related thereto will have been approved by Escrow Agreement; (iv) the board of directors of Mascoma, the Purchaser, SBI and SunOptaEmployer Substitution Agreement; and (kv) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the SBI Shares will be subject to the approval of the Vendors Representative’s counsel(s) acting reasonablyPurchase Price in accordance with Section 2.6.