Execution Version VOTING TRUST AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and OAKTREE FUND GP, LLC and ANY AFFILIATE OF AN INVESTOR THAT BECOMES A HOLDER OF PREFERRED SHARES...Voting Trust Agreement • October 12th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
OAKTREE FUND GP, LLC, a company existing under the laws of the State of Delaware in its capacity as the initial trustee of the Trust hereunder, the "Trustee"),
EXCHANGE AND SUPPORT AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and ANY PERSON THAT BECOMES A HOLDER OF PREFERRED SHARES ________________ October 7, 2016 ________________Exchange and Support Agreement • October 12th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
AND WHEREAS the Parent and the Issuer have agreed to enter into this Agreement so as to recognize and provide for, inter alia, the right of an Investor to acquire Exchange Common Shares (as defined herein) in exchange for Preferred Shares held by an Investor or a Holder (as defined herein), all in accordance with the terms and conditions set out herein;
SECURITIES SUBSCRIPTION AGREEMENT OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and SUNOPTA INC. and SUNOPTA FOODS INC. October 7, 2016 ______________________Securities Subscription Agreement • October 12th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the Issuer has agreed to issue to the Investors, and the Investors have agreed to purchase from the Issuer, an aggregate of 85,000 Preferred Shares (the "Purchased Preferred Shares") in accordance with the provisions hereof;
INVESTOR RIGHTS AGREEMENT OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and SUNOPTA INC. and SUNOPTA FOODS INC. _________________ October 7, 2016 _________________Investor Rights Agreement • October 12th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the Parent, the Issuer and the Investors have entered into a securities subscription agreement dated the date hereof (the "Subscription Agreement") pursuant to which the Investors subscribed for the Purchased Preferred Shares (as defined below);
