AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and SUNOPTA INC. and SUNOPTA FOODS INC. April 24, 2020Investor Rights Agreement • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the Parent, the Issuer and the Investors have entered into that certain Investor Rights Agreement, dated October 7, 2016, in connection with the purchase and sale by the Investors and the Issuer of 85,000 shares of Series A Preferred Shares (the "Original Agreement");
VOTING TRUST AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP and ENGAGED CAPITAL, LLC and ENGAGED CAPITAL CO-INVEST IV-A, LP and ENGAGED CAPITAL HOLDINGS, LLC and ANY AFFILIATE OF AN INVESTOR THAT BECOMES A...Voting Trust Agreement • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the Parent, the Issuer and the Investors have entered into a securities subscription agreement dated as of April 15, 2020 (the "Subscription Agreement") pursuant to which the Investors subscribed for the Series B-1 Preferred Shares and agreed to subscribe for, only if and to the extent the Parent exercises the Series B-2 Sale Option, the Series B-2 Preferred Shares (each as defined below);
AMENDED AND RESTATED OBSERVER GOVERNANCE AND CONFIDENTIALITY AGREEMENT ZACHARY SEREBRENIK and SUNOPTA INC.Governance and Confidentiality Agreement • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the parties entered into an observer governance and confidentiality agreement on October 7, 2016 (the "Original Agreement");
EXCHANGE AND SUPPORT AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP and ENGAGED CAPITAL, LLC and ENGAGED CAPITAL CO-INVEST IV-A, LP...Exchange and Support Agreement • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the Parent, the Issuer and the Investors have entered into a securities subscription agreement dated as of April 15, 2020 (the "Subscription Agreement") pursuant to which the Investors subscribed for the Series B-1 Preferred Shares and agreed to subscribe for, only if and to the extent the Parent exercises the Series B-2 Sale Option, the Series B-2 Preferred Shares (each as defined below);
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • New York
This SUPPLEMENTAL INDENTURE, dated as of April 23, 2020, is by and among SunOpta Foods Inc., a Delaware corporation (the "Issuer"), SunOpta Inc., a Canadian corporation and the direct parent company of the Issuer (the "Company"), the other guarantors party hereto (together with the Company, the "Guarantors") and U.S. Bank National Association, as Trustee (in such capacity, the "Trustee") and as Notes Collateral Agent (in such capacity, the "Notes Collateral Agent").
