Exhibit 2.2
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of October 25, 2002 (the "Agreement"),
between Stake Technology Ltd. ("ACQUIROR"), a Canada corporation, Stake
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
ACQUIROR ("Acquisition Subsidiary"), and the Stockholders of OPTA (as defined
below) whose names appear on Schedule I hereto (each, a "Stockholder" and
collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, ACQUIROR, Acquisition Subsidiary and Opta Food Ingredients, Inc., a
Delaware corporation ("OPTA"), are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), which provides
for, upon the terms and subject to the conditions set forth therein, (i) the
commencement by Acquisition Subsidiary of a tender offer (the "Offer") to
acquire all shares of the issued and outstanding Common Stock, par value $.01
per share of OPTA (the "OPTA Common Stock"), at a price per share equal to the
Per Share Amount (as defined in the Merger Agreement), and (ii) the subsequent
merger of Acquisition Subsidiary with and into OPTA (the "Merger");
WHEREAS, as of the date hereof, each Stockholder owns (beneficially and of
record) the number of shares of OPTA Common Stock set forth opposite such
Stockholder's name on Schedule I hereto (all such shares now so owned and which
may hereafter be acquired by such Stockholder prior to the termination of this
Agreement, whether upon the exercise of options or by means of purchase,
dividend, distribution or otherwise, being referred to herein as such
Stockholder's "Shares");
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, ACQUIROR and Acquisition Subsidiary have requested that the
Stockholders enter into this Agreement; and
WHEREAS, in order to induce ACQUIROR and Acquisition Subsidiary to enter
into the Merger Agreement, the Stockholders are willing to enter into this
Agreement.
Terms used but not otherwise defined in this Agreement shall have the
meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
ACQUIROR, Acquisition Subsidiary and the Stockholders hereby agree as follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE STOCKHOLDERS
SECTION 1.1. Voting of Shares. From the date hereof until the termination
of this Agreement pursuant to Section 6.1 hereof (the "Term"), at any meeting of
the stockholders of OPTA, however called, and in any action by written consent
of the stockholders of OPTA, each Stockholder shall vote his or her
Shares (i) in favor of the Merger and the Merger Agreement (as amended from time
to time), (ii) against any Acquisition Proposal and against any proposal for
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of OPTA under
the Merger Agreement or which is reasonably likely to result in any of the
conditions of OPTA's obligations under the Merger Agreement not being fulfilled,
any change in the directors of OPTA, any change in the present capitalization of
OPTA or any amendment to OPTA's Certificate of Incorporation or By-Laws, any
other material change in OPTA's corporate structure or business, or any other
action which in the case of each of the matters referred to in this clause (ii)
could reasonably be expected to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Merger
Agreement or the likelihood of such transactions being consummated and (iii) in
favor of any other matter necessary for consummation of the transactions
contemplated by the Merger Agreement which is considered at any such meeting of
stockholders or in such consent, and in connection therewith to execute any
documents which are necessary or appropriate in order to effectuate the
foregoing, including the ability for Acquisition Subsidiary or its nominees to
vote such Shares directly.
SECTION 1.2. No Inconsistent Arrangements. Except as contemplated by this
Agreement and the Merger Agreement, each Stockholder shall not during the Term
(i) transfer (which term shall include, without limitation, any sale,
assignment, gift, pledge, hypothecation or other disposition), or consent to any
transfer of, any or all of such Stockholder's Shares or any interest therein, or
create or, except as set forth on Schedule I hereto, permit to exist any
Encumbrance (as defined below) on such Shares, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of any
or all of such Shares or any interest therein, (iii) grant any proxy, power of
attorney or other authorization in or with respect to such Shares, (iv) deposit
such Shares into a voting trust or enter into a voting agreement or arrangement
with respect to such Shares, or (v) take any other action that would in any way
restrict, limit or interfere with the performance of his or her obligations
hereunder or the transactions contemplated hereby or by the Merger Agreement;
provided, that each Stockholder may at any time transfer any of such
Stockholder's Shares to a Permitted Transferee, so long as such Permitted
Transferee agrees in writing to be bound by the terms and conditions of this
Agreement. "Permitted Transferee" means (i) a Person to whom Shares are
transferred by gift, will or the laws of descent or distribution, or (ii) (x)
such Stockholder's spouse and descendants (whether natural or adopted), (y) any
trust that is for the exclusive benefit of such Stockholder, any of the Persons
described in clause (x) and/or any charitable foundation or organization and (z)
any family partnership the partners of which consist solely of such Stockholder,
such spouse, such descendants or such trusts.
SECTION 1.3. Proxy. Each Stockholder hereby revokes any and all prior
proxies or powers of attorney in respect of any of such Stockholder's Shares and
constitutes and appoints Acquisition Subsidiary and ACQUIROR, or any nominee of
Acquisition Subsidiary and ACQUIROR, with full power of substitution and
resubstitution, at any time during the Term, as his or her true and lawful
attorney and proxy (his or her "Proxy"), for and in his or her name, place and
xxxxx, to demand that the Secretary of OPTA call a special meeting of the
stockholders of OPTA for the purpose of considering any matter referred to in
Section 1.1 (if permitted under OPTA's Certificate of Incorporation or By-Laws)
and to vote each of such Shares as his or her Proxy, at every annual, special,
adjourned or postponed meeting of the stockholders of OPTA, including the right
to sign his or her name (as stockholder) to any consent, certificate or other
document relating to OPTA that Delaware law may permit or require as provided in
Section 1.1.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH
AN INTEREST THROUGHOUT THE TERM.
SECTION 1.4. Waiver of Appraisal Rights. Each Stockholder hereby waives
any rights of appraisal or rights to dissent from the Merger.
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SECTION 1.5. Stop Transfer. During the Term, each Stockholder shall not
request that OPTA register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such Stockholder's
Shares, unless such transfer is made in compliance with this Agreement
(including the provisions of Article III hereof).
SECTION 1.6. No Solicitation. During the Term, each Stockholder shall not,
(i) solicit or initiate, or encourage, directly or indirectly, any inquiries
regarding or the submission of, any Acquisition Proposal, (ii) participate in
any discussions or negotiations regarding, or furnish to any Person any
information or data with respect to, or take any other action to knowingly
facilitate the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Acquisition Proposal or (iii) enter into any agreement
with respect to any Acquisition Proposal or approve or resolve to approve any
Acquisition Proposal. Upon execution of this Agreement, each Stockholder shall
immediately cease any existing activities, discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing.
Each Stockholder will promptly notify ACQUIROR of the existence of any
proposal, discussion, negotiation or inquiry received by such Stockholder with
respect to any Acquisition Proposal, and each Stockholder will immediately
communicate to ACQUIROR the identity of the Person making such proposal or
inquiry or engaging in such discussion or negotiation. Notwithstanding any
provision of this Section 1.6 to the contrary, if any Stockholder is a member of
the Board of Directors, such member of the Board of Directors may take actions
in such capacity to the extent permitted by Section 5.2 of the Merger Agreement.
SECTION 1.7. Indemnification of Stockholders. ACQUIROR will indemnify each
Stockholder against all claims, actions, suits, proceedings or investigations,
losses, damages, liabilities (or actions in respect thereof), costs and expenses
(including reasonable fees and expenses of counsel) arising out of or based upon
the execution or delivery of this Agreement or the performance by such
Stockholder of his or her obligations hereunder and in the event of any such
claim, action, suit, proceeding or investigation unless ACQUIROR shall have
assumed the defense thereof as provided below, (i) ACQUIROR shall pay as
incurred the reasonable fees and expenses of counsel selected by the
Stockholder, which counsel shall be reasonably satisfactory to ACQUIROR,
promptly as statements therefor are received, and (ii) ACQUIROR will cooperate
in the defense of any such matter; provided, however, that ACQUIROR shall not be
liable for any settlement effected without its prior written consent (which
consent shall not be unreasonably withheld); and provided, further, that
ACQUIROR shall not be obliged pursuant to this Section 1.7 to pay the fees and
disbursements of more than one counsel for all Stockholders in any single action
except to the extent that, in the opinion of counsel for the Stockholders two or
more of such Stockholders have conflicting interests in the outcome of such
action. In the event any person asserts a claim against a Stockholder for which
such Stockholder intends to seek indemnification hereunder, such Stockholder
shall give prompt notice to ACQUIROR, and shall permit ACQUIROR to assume the
defense of any such claim or any litigation resulting therefrom with counsel
selected by ACQUIROR, which counsel shall be reasonably acceptable to such
Stockholders; provided that such Stockholder may participate in such defense at
his or her own expense, and provided further that the failure of any Stockholder
to give notice as provided herein shall not relieve ACQUIROR of its obligations
under this Section 1.7 except to the extent ACQUIROR is materially prejudiced
thereby. ACQUIROR shall not, in the defense of any such claim or litigation,
except with the consent of the Stockholder being indemnified, consent to the
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Stockholder of a release from all liability in respect of such claim or
litigation. Each Stockholder shall promptly furnish such information regarding
himself or herself or the claim in question as ACQUIROR
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may reasonably request and as shall be reasonably required in connection with
the defense of such claim and litigation resulting therefrom.
SECTION 1.8. Conflicts. In the case of any Stockholder who is an officer
or director of OPTA, no provision of this Agreement shall prevent or interfere
with such Stockholder's performance of his or her obligations, if any, solely in
his or her capacity as an officer or director of OPTA, including, without
limitation, in the case of a director of OPTA, the fulfillment of his or her
fiduciary duties, and in no event shall such performance constitute a breach of
this Agreement. The execution and delivery of this Agreement by each
Stockholder, and the performance of any obligations (or breach thereof)
hereunder, are being undertaken, and shall be deemed to have been undertaken, by
such persons solely in their capacity as Stockholders.
ARTICLE II
TENDER OF SHARES
SECTION 2.1. Tender. Each Stockholder, severally but not jointly, shall,
unless the Offer is terminated or the Merger Agreement is terminated in
accordance with its terms, validly tender (or cause the record owner of such
shares to validly tender) such Stockholder's Shares pursuant to and in
accordance with the terms of the Offer, not later than the tenth business day
after commencement of the Offer, and not thereafter withdraw such tender. Each
Stockholder hereby acknowledges and agrees that ACQUIROR's and Acquisition
Subsidiary's obligation to accept for payment and pay for such Stockholder's
Shares in the Offer is subject to the terms and conditions of the Offer. For all
his or her Shares validly tendered in the Offer and not withdrawn, each
Stockholder will be entitled to receive the highest price paid by Acquisition
Subsidiary pursuant to the Offer.
SECTION 2.2. Disclosure. Each Stockholder hereby authorizes ACQUIROR and
Acquisition Subsidiary to publish and disclose in the Offer Documents and, if
approval of OPTA's stockholders is required under applicable law, the Proxy
Statement (including all documents and schedules filed with the SEC), his or her
identity and ownership of OPTA Common Shares and the nature of his or her
commitments, arrangements and understandings under this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to ACQUIROR and
Acquisition Subsidiary as follows:
SECTION 3.1. Due Authorization, etc. Such Stockholder has all requisite
power and authority to execute, deliver and perform this Agreement, to appoint
Acquisition Subsidiary and ACQUIROR as his or her Proxy and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement, the appointment of Acquisition Subsidiary and ACQUIROR as
Stockholder's Proxy and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of Stockholder.
This Agreement has been duly executed and delivered by such Stockholder and
constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws and except that the availability of equitable remedies, including
specific performance, is subject to the discretion of the court
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before which any proceeding for such remedy may be brought. There is no
beneficiary or holder of a voting trust certificate or other interest of any
trust of which such Stockholder is trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by such Stockholder
of the transactions contemplated hereby.
SECTION 3.2. No Conflicts; Required Filings and Consents. (a) The
execution and delivery of this Agreement by such Stockholder does not, and the
performance of this Agreement by such Stockholder will not, (i) conflict with or
violate any trust agreement or other similar documents relating to any trust of
which such Stockholder is trustee, (ii) conflict with or violate any law
applicable to such Stockholder or by which such Stockholder or any of such
Stockholder's properties is bound or affected or (iii) result in any breach of
or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any assets of such Stockholder, including, without limitation,
such Stockholder's Shares, pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
any of such Stockholder's assets is bound or affected, except, in the case of
clauses (ii) and (iii), for any such breaches, defaults or other occurrences
that would not prevent or materially delay the performance by such Stockholder
of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does
not, and the performance of this Agreement by the Stockholder shall not, require
any consent, approval, authorization or permit of, or filing with, or
notification to, any governmental or regulatory authority, except (i) for
applicable requirements, if any, of the Exchange Act, and (ii) where the failure
to obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or materially delay consummation of
the transactions contemplated by this Agreement or otherwise prevent such
Stockholder from performing such Stockholder's material obligations under this
Agreement.
SECTION 3.3. Title to Shares. Such Stockholder is the sole record and
beneficial owner of his or her Shares, free and clear of any pledge, lien,
security interest, mortgage, charge, claim, equity, option, proxy, voting
restriction, voting trust or agreement, understanding, arrangement, right of
first refusal, limitation on disposition, adverse claim of ownership or use or
encumbrance of any kind ("Encumbrances"), other than as set forth on Schedule I
hereto and other than restrictions imposed by the securities laws or pursuant to
this Agreement and the Merger Agreement, and each Stockholder has, and will
transfer to Acquisition Subsidiary, good and valid title to his or her Shares.
SECTION 3.4. No Finder's Fees. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder. Such Stockholder hereby acknowledges that he or she is not entitled
to receive any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated hereby or by the
Merger Agreement.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
ACQUIROR AND ACQUISITION SUBSIDIARY
ACQUIROR and Acquisition Subsidiary hereby, jointly and severally,
represent and warrant to the Stockholders as follows:
SECTION 4.1. Due Organization, Authorization, etc. Each of the ACQUIROR
and Acquisition Subsidiary is a corporation duly organized and validly existing
and, in good standing under the laws of the jurisdiction of its incorporation.
ACQUIROR and Acquisition Subsidiary have all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by each of
Acquisition Subsidiary and ACQUIROR have been duly authorized by all necessary
corporate action on the part of Acquisition Subsidiary and ACQUIROR,
respectively. This Agreement has been duly executed and delivered by each of
Acquisition Subsidiary and ACQUIROR and constitutes a legal, valid and binding
obligation of each of Acquisition Subsidiary and ACQUIROR, enforceable against
Acquisition Subsidiary and ACQUIROR in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws and except that the availability of equitable remedies, including
specific performance, is subject to the discretion of the court before which any
proceeding for such remedy may be brought.
SECTION 4.2. No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by the ACQUIROR and
Acquisition Subsidiary do not, and the performance of this Agreement by the
ACQUIROR and Acquisition Subsidiary shall not, (i) conflict with or violate the
certificate of incorporation or by-laws or equivalent organizational documents
of the ACQUIROR or Acquisition Subsidiary, (ii) conflict with or violate any law
applicable to the ACQUIROR or Acquisition Subsidiary or by which the ACQUIROR or
Acquisition Subsidiary or any of the ACQUIROR's or Acquisition Subsidiary's
properties is bound or affected or (iii) 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) under, or give to others any rights of termination, cancellation,
vesting or acceleration of any obligation under, or require the consent of any
other party to, any agreement, contract, instrument, bond, note, indenture,
permit, license or franchise to which ACQUIROR or any of its subsidiaries is a
party or by which ACQUIROR, any of its subsidiaries or any of their respective
property is bound or affected, except any such conflicts or violations that
would not prevent or materially delay consummation of the transactions
contemplated by this Agreement or otherwise prevent or materially delay the
ACQUIROR or Acquisition Subsidiary from performing its obligations under this
Agreement.
(b) The execution and delivery of this Agreement by the ACQUIROR and
Acquisition Subsidiary do not, and the performance of this Agreement by the
ACQUIROR and Acquisition Subsidiary shall not, require any consent, approval,
authorization or permit of, or filing with, or notification to, any governmental
or regulatory authority, except (i) for applicable requirements, if any, of the
Exchange Act, and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or materially delay consummation of the transactions contemplated by
this Agreement or otherwise prevent the ACQUIROR or Acquisition Subsidiary from
performing their material obligations under this Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Termination. This Agreement shall terminate and be of no
further force and effect (i) by the written mutual consent of the parties hereto
or (ii) automatically and without any required
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action of the parties hereto upon the termination of the Merger Agreement in
accordance with its terms. No such termination of this Agreement shall relieve
any party hereto from any liability for any breach of this Agreement prior to
termination.
SECTION 5.2. Further Assurance. From time to time, at another party's
request and without consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transaction contemplated by this Agreement.
SECTION 5.3. Certain Events. Each Stockholder agrees that this Agreement
and such Stockholder's obligations hereunder shall attach to such Stockholder's
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise, including, without limitation, such Stockholder's heirs, guardians,
administrators, or successors. Notwithstanding any transfer of Shares, the
transferor shall remain liable for the performance of all his or her obligations
under this Agreement.
SECTION 5.4. No Waiver. The failure of any party hereto to exercise any
right, power, or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder or, any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
SECTION 5.5. Specific Performance. Each Stockholder acknowledges that if
such Stockholder fails to perform any of his or her obligations under this
Agreement, immediate and irreparable harm or injury would be caused to ACQUIROR
and Acquisition Subsidiary for which money damages would not be an adequate
remedy. In such event, each Stockholder agrees that each of ACQUIROR and
Acquisition Subsidiary shall have the right, in addition to any other rights it
may have, to specific performance of this Agreement. Accordingly, if ACQUIROR or
Acquisition Subsidiary should institute an action or proceeding seeking specific
enforcement of the provisions hereof, each Stockholder hereby waives the claim
or defense that ACQUIROR or Acquisition Subsidiary, as the case may be, has an
adequate remedy at law and hereby agrees not to assert in any such action or
proceeding the claim or defense that such a remedy at law exists. Each
Stockholder further agrees to waive any requirements for the securing or posting
of any bond in connection with obtaining any such equitable relief.
SECTION 5.6. Notice. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, and (ii) on the third business day after deposit in
the U.S. mail, if mailed by registered or certified mail (postage prepaid,
return receipt requested), in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice, except that notices of changes of address shall be effective upon
receipt):
(a) If to ACQUIROR or Acquisition Subsidiary:
Stake Technology Ltd.
0000 Xxxxxxx 0
Xxxxxx, Xxxxxxx X0X 0X0, Xxxxxx
Attention: Chairman
Facsimile: (000) 000-0000
With a copy to:
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Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxxxxx, Xxxxxxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
(b) If to a Stockholder, at the address set forth below such
Stockholder's name on Schedule I hereto.
With a copy to:
Xxxxx X. Xxxxxx, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
SECTION 5.7. Expenses. Except as otherwise expressly set forth herein, all
fees, costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such fees,
costs and expenses.
SECTION 5.8. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 5.9. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the maximum extent
possible.
SECTION 5.10. Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.
SECTION 5.11. Assignment. This Agreement shall not be assigned by
operation of law or otherwise.
SECTION 5.12. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed entirely within that State.
SECTION 5.13. Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
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SECTION 5.14. Waiver. Any party hereto may (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties of the other
parties hereto contained herein or in any document delivered pursuant hereto and
(c) waive compliance by the other parties hereto with any of their agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only as against such party and only if
set forth in an instrument in writing signed by such party. The failure of any
party hereto to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of those rights.
SECTION 5.15. Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, ACQUIROR, Acquisition Subsidiary and the Stockholders
have caused this Agreement to be executed as of the date first written above.
STAKE TECHNOLOGY LTD.
By: "Xxxxxx X. Xxxxxxx"
-------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman & CEO
STAKE ACQUISITION CORP.
By: "Xxxxxx X. Xxxxxxx"
-------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
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STOCKHOLDERS
"Xxxxxx X. XxXxxxx" "Xxxxx Xxxxxx"
-------------------------------- ---------------------------------
Xxxxxx X. XxXxxxx Xxxxx Xxxxxx
"Xxxxxxx X. Xxxxxxxxxx" "Xxxxx X. Xxxxxx"
-------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxx
"A. S. Xxxxxx "Xxxxxxx Xxxxxx"
-------------------------------- ---------------------------------
A.S. Xxxxxx Xxxxxxx Suquet
"Xxxxx X. Xxxx "Xxxxxxx Xxxxxx"
-------------------------------- ---------------------------------
Xxxxx X. Xxxx Nouvelle Holding Guyomarc'h S.A.
By: Xxxxxxx Xxxxxx
-----------------------------
Its:
-----------------------------
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Schedule I
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Total (Shares
In-the-Money and in-the-
Name/ Address No. of Shares Options Money Options) Encumbrances
------------- ------------- ------- -------------- ------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Xxxxxx X. XxXxxxx
c/o Opta Food
Ingredients, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000 90,325 160,000 250,325
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxxxx
000 Xxxxx Xxxxxxxx
Xxxxxxxx, XX 00000 43,000 15,000 58,000
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
A.S. Xxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 24,444 15,000 39,444
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Xxxxx X. Xxxx
c/o Opta Food
Ingredients, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000 20,631 145,000 165,631
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Xxxxx Xxxxxx
c/o Fields Associates
00 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000 11,500 15,000 26,500
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Xxxxx X. Xxxxxx
000 Xxxx Xxxxxx
Xxxxx Xxx Xxx, XX 00000 -- 15,000 15,000
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx
x/x Xxxxx Xxxxxxxxxxx
XX 000
00000 Xxxxxx Xxxxx
Xxxxxx -- 15,000 15,000
-----------------------------------------------------------------------------------------
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-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Nouvelle Holding 1,390,574 -- 1,390,574
Guyomarc'h S.A.
00 Xxx xx Xxxxxxx 00000
Xxxxx, Xxxxxx 48 01 98 50
-----------------------------------------------------------------------------------------
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