8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2015

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada	001-34198	Not Applicable
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
(Address of Principal Executive Offices)

(905) 455-1990
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Stock Purchase Agreement

On July 30, 2015, SunOpta Inc. (“SunOpta”) entered into a Purchase and Sale Agreement (the “PSA”) with the selling shareholders named therein (the “Sellers”) and Shine Seller Rep, LLC. Pursuant to the PSA, SunOpta will acquire all of the issued and outstanding common shares of Sunrise Holdings (Delaware), Inc. (“Sunrise”) from an investor group led by affiliates of Paine & Partners LLC. Sunrise, through its subsidiaries, is engaged in the business of processing, marketing, distributing and selling conventional and organic frozen fruit. The transaction is valued at approximately $450,000,000, comprised of a cash purchase price of $287,150,000, which is subject to certain adjustments, and the extinguishment of indebtedness of Sunrise.

Each of the parties to the PSA has made certain customary representations, warranties and covenants in the PSA, including, among others, covenants relating to (a) operation of Sunrise and its subsidiaries in the ordinary course of business consistent with past practice, with limitations on certain pre-closing activities; and (b) actions required for closing, including required notice filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).

Closing of the purchase of Sunrise is expected to occur in the fall of 2015 and is subject to various closing conditions, including, among others, the absence of any injunction or other legal prohibition on the completion of the transaction, the accuracy of the representations and warranties of the parties other than inaccuracies that would not have a material adverse effect, material compliance with the parties’ obligations under the Agreement, the absence of a material adverse effect with respect to Sunrise, and expiration of all applicable waiting periods under the HSR Act. The PSA provides SunOpta and Sunrise with customary termination rights.

The PSA has been included to provide information regarding its terms. It is not intended to modify or supplement any factual disclosures about SunOpta in any public reports filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”) by SunOpta. In particular, the assertions embodied in the representations, warranties, and covenants contained in the PSA were made only for purposes of the PSA and as of specified dates, were solely for the benefit of the parties to the PSA, and are subject to limitations agreed upon by the parties to the PSA, including being qualified by confidential disclosure schedules provided by the parties in connection with the execution of the PSA. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the PSA. Moreover, certain representations and warranties in the PSA have been made for the purposes of allocating risk between the parties to the PSA instead of establishing matters of fact. Accordingly, the representations and warranties in the PSA may not constitute the actual state of facts about SunOpta, Sunrise or Sunrise’s business. The representations and warranties set forth in the PSA may also be subject to a contractual standard of materiality different from that generally applicable under federal securities laws. Investors should not rely on the representations, warranties, or covenants or any descriptions thereof as characterizations of the actual state of facts or the actual condition of SunOpta or Sunrise, any of their respective subsidiaries or affiliates, or Sunrise’s business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the PSA, which subsequent information may or may not be fully reflected in SunOpta’s public disclosures.

The foregoing description of the PSA is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

Financing Commitment

SunOpta intends to finance the acquisition of Sunrise through a combination of debt and equity financing in an aggregate amount of up to $430 million and borrowings under existing credit facilities. The debt and equity financings are expected to occur on or prior to the closing of the Sunrise acquisition. On July 30, 2015, SunOpta and its subsidiary SunOpta Foods Inc. entered into a commitment letter (the “Commitment Letter”) with Bank of Montreal and BMO Capital Markets Corp., providing for committed bridge financing of up to $430 million (the “Commitment”) in support of the Sunrise acquisition, consisting of $290 million of second lien secured credit facilities of SunOpta Foods Inc. and $140 million of unsecured senior subordinated credit facilities of SunOpta. The Commitment is subject to various conditions, including the consummation of the Sunrise acquisition and other customary closing conditions.

This report does not constitute an offer or sale of any securities for sale. Any securities offered may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

Certain statements included in this report may be considered "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, which are based on information available to us on the date of this report. These forward-looking statements include, but are not limited to, the anticipated closing date of the acquisition of Sunrise (the “Transaction”), the anticipated sources and amounts of debt and equity financing to satisfy the purchase price for the Transaction, and our expectation that we will continue to have access to capital to support further acquisitions and strategic growth initiatives following the Transaction. Terms and phrases such as “will", “look forward”, “expects”, “believes”, “intends” and other similar terms and phrases are intended to identify these forward looking statements. Forward looking statements are based on information available to us on the date of this report and are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors the Company believes are appropriate in the circumstances. The Company makes no representation that reasonable business people in possession of the same information would reach the same conclusions. Whether actual timing and results will agree with expectations and predications of the Company is subject to many risks and uncertainties which include, but are not limited to: risks associated with acquisitions generally such as the inability to obtain or delays in obtaining required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; potential volatility in the capital markets and impact on the ability to complete the proposed debt and equity financings necessary to satisfy the purchase price; failure to retain key management and employees of Sunrise; issues or delays in the successful integration of Sunrise's operations with those of the Company including incurring or experiencing unanticipated costs and/or delays or difficulties, future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; risks associated with integrating the operations, systems, and personnel of Sunrise; conditions affecting the frozen fruit industry generally; local and global political and economic conditions; conditions in the securities market that are less favourable than expected; and changes in the level of capital investment, as well as other risks described from time to time under "Risk Factors" in the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q (available at www.sec.gov). Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The list of exhibits In the Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNOPTA INC.
By	/s/ Robert McKeracher
	Robert McKeracher
	Vice President and Chief Financial Officer
Date	August 3, 2015

EXHIBIT INDEX

Exhibit No.	Description
2.1+	Purchase and Sale Agreement, dated July 30, 2015, by and among the Sellers named therein, Shine Seller Rep, LLC and SunOpta Inc.
10.1	Commitment Letter dated July 30, 2015, among SunOpta Inc., SunOpta Foods Inc., Bank of Montreal and BMO Capital Corp.

+ Exhibits and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SunOpta will furnish copies of the omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

EX-2.1

EXECUTION VERSION

PURCHASE AND SALE AGREEMENT

by and among

the SELLERS named herein,

SHINE SELLER REP, LLC

and

SUNOPTA, INC.

__________________

Dated as of July 30, 2015

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS; INTERPRETATION
1.1	Defined Terms	1
1.2	Other Definitions	9
ARTICLE II
THE SALE AND PURCHASE
2.1	Sale and Purchase of Securities	11
2.2	Purchase Price	11
2.3	Options	11
2.4	Closing	12
2.5	Withholding	13
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS
3.1	Organization and Qualification	14
3.2	Capitalization	14
3.3	Authority Relative to this Agreement	15
3.4	Consents and Approvals; No Violations	15
3.5	Financial Statements; Internal Controls; No Undisclosed Liabilities; Indebtedness	16
3.6	Absence of Certain Changes or Events	17
3.7	Litigation	17
3.8	Compliance with Laws	18
3.9	Permits	18
3.10	Employee Benefit Plans	19
3.11	Employees; Labor Matters	20
3.12	Real Property	21
3.13	Taxes	22
3.14	Environmental Matters	23
3.15	Significant Contracts	24
3.16	Intellectual Property	26
3.17	Certain Assets	26
3.18	Business Relationships	27
3.19	Insurance	27
3.20	Inventory	27
3.21	Food Regulatory Compliance	27
3.22	Product Liability	28

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3.23	Product Warranties	29
3.24	Brokers	29
3.25	Governmental Approvals	29
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
4.1	Organization and Qualification	29
4.2	Authority Relative to this Agreement	30
4.3	Consents and Approvals; No Violations	30
4.4	Availability of Funds	30
4.5	Solvency	30
4.6	Litigation	31
4.7	Broker’s Fees	31
4.8	Acquisition of Securities for Investment	31
4.9	Inspections; Limitation of Sellers’ Warranties	31
4.10	Financing	32
4.11	Governmental Approvals	32
ARTICLE V
COVENANTS
5.1	Access to Books and Records	33
5.2	Confidentiality	34
5.3	Efforts	34
5.4	Conduct of Business	36
5.5	Consents	38
5.6	Public Announcements	38
5.7	Litigation Support	38
5.8	Directors and Officers	39
5.9	Financing and Financing Cooperation	40
5.10	Restrictive Covenants	43
5.11	R&W Insurance Policy	44
5.12	280G Consents	44
ARTICLE VI
EMPLOYEE MATTERS
6.1	Treatment of Employees	45
6.2	No Third-Party Beneficiaries	46

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ARTICLE VII
TAX MATTERS
7.1	Cooperation and Exchange of Information	46
7.2	Transfer Taxes	46
7.3	Tax Returns	46
ARTICLE VIII
CONDITIONS TO OBLIGATIONS TO CLOSE
8.1	Conditions to Obligation of Each Party to Close	47
8.2	Conditions to Purchaser’s Obligation to Close	47
8.3	Conditions to Sellers’ Obligation to Close	48
8.4	Frustration of Closing Conditions	48
ARTICLE IX
TERMINATION
9.1	Termination	48
9.2	Notice of Termination	50
9.3	Effect of Termination	50
9.4	Expenses	50
ARTICLE X
INDEMNIFICATION
10.1	Limited Indemnification by Sellers	50
10.2	Certain Limitations and Covenants	51
10.3	Indemnification Claims	52
10.4	Third-Party Claims	52
10.5	Escrow	53
ARTICLE XI
GENERAL PROVISIONS
11.1	Survival	54
11.2	Interpretation; Absence of Presumption	54
11.3	Governing Law; Jurisdiction and Forum; Waiver of Jury Trial	55
11.4	Entire Agreement	56
11.5	No Third-Party Beneficiaries	56
11.6	Notices	56
11.7	Successors and Assigns	57
11.8	Amendments and Waivers	58

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11.9	Severability	58
11.10	Specific Performance	58
11.11	No Admission	59
11.12	Counterparts	59
11.13	Relationship Among Sellers	59
11.14	No Recourse	60
11.15	Community Property Jurisdictions	60

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EXHIBITS AND SCHEDULES

Exhibits

Exhibit A: Escrow Agreement

Schedules

Schedule I:	Sellers
Schedule II:	Management Sellers

Seller Disclosure Schedule

Purchaser Disclosure Schedule

Tax Deduction Schedule

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PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 30, 2015, is by and among the Sellers named on Schedule I hereto (“Sellers” and each, a “Seller”), Shine Seller Rep, LLC, a Delaware limited liability company (“Sellers’ Representative”) and SunOpta, Inc., a Canadian corporation (“Purchaser”) (each of Purchaser, Sellers and Sellers’ Representative, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, Sellers collectively hold, and will as of the Closing hold, of record and beneficially, all of the outstanding common shares (the “Securities”) of Sunrise Holdings (Delaware), Inc. (the “Company”), which in turn owns or has the right to acquire, directly or indirectly, all of the outstanding equity interests of the direct and indirect Subsidiaries of the Company, including the operating subsidiaries of the Company engaged in the Business;

WHEREAS, the Securities represent, directly or indirectly, all of the outstanding equity interests of the Company;

WHEREAS, the Company is engaged, through its Subsidiaries, in the business of processing, marketing, distributing and selling conventional and organic frozen fruit (the “Business”);

WHEREAS, Sellers desire to sell and transfer, and Purchaser desires to purchase, all of the Securities for the consideration set forth in Section 2.2, subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

1.1     Defined Terms. For the purposes of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any claim, action, cause of action, complaint, suit, arbitration, litigation, investigation, or proceeding commenced, brought, conducted by or pending before any Governmental Entity.

“Affiliate” shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person; provided that, from and after the Closing, (a) neither the Company nor any of its Subsidiaries shall be considered an Affiliate of Sellers or Sellers’ Affiliates and (b) none of Sellers or any of Sellers’ Affiliates shall be considered an Affiliate of the Company or any of its Subsidiaries.

“Antitrust Law” shall mean the Sherman Antitrust Act, as amended, the Clayton Antitrust Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws (including non-U.S. Laws) issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, lessening of competition through merger or acquisition, or effectuating foreign investment.

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which commercial banks in New York, New York or Toronto, Ontario are required or authorized by Law to be closed.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Commitment Letter” means the fully executed debt commitment letter, dated as of the date of this Agreement, by and among the financial institutions arranging the Financing, the Purchaser and SunOpta Foods Inc. (together with all exhibits, schedules, annexes, amendments and joinders thereto and each related fee letter), pursuant to which, upon the terms and subject to the conditions set forth therein, the Financing Arrangers party thereto have agreed to lend the amounts set forth therein, for the purpose of financing the transactions contemplated by this Agreement.

“Contract” shall mean any agreement, contract, lease, instrument, obligation or undertaking, excluding any Benefit Plan, in each case that creates a legally binding obligation on the part of the Company or any of its Subsidiaries.

“control” shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlled by” and “under common control with” shall have correlative meanings).

“Credit Agreement” shall mean the Credit Agreement, dated as of March 19, 2013, among Sunrise Growers, Inc., Farm Capital Incorporated and Pacific Ridge Farms, LLC, as borrowers, Sunrise Holdings (Delaware), Inc., as a guarantor, certain financial institutions as lenders and Bank of Montreal, as administrative agent, as amended from time to time.

“Effective Date” means December 31, 2014.

“Environmental Laws” means any Law relating to (a) releases or threatened releases of hazardous material; (b) pollution or protection of public or employee health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of hazardous material.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

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“Escrow Agreement” means the escrow agreement by and among Purchaser, Sellers’ Representative and the Escrow Agent, dated as of the Closing Date, substantially in the form attached hereto as Exhibit A or in such other form as may be mutually agreed by Purchaser and Sellers’ Representative.

“Escrow Amount” means $6,000,000.

“FDA” means the United States Food and Drug Administration or any successor agency thereto.

“Former Company Employee” shall mean a Company Employee whose employment or services cease prior to the Closing Date.

“GAAP” shall mean generally accepted accounting principles in the United States, as in effect on the date of this Agreement, consistently applied throughout the periods involved.

“Governmental Entity” shall mean any foreign, domestic, federal, territorial, state or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency, or any political or other subdivision, department or branch of any of the foregoing.

“Hazardous Substances” means any substance, pollutant, contaminant, material and waste that is classified in any applicable Environmental Law as “hazardous,” “toxic,” “dangerous,” a “pollutant,” or a “contaminant.” “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to the Company and its Subsidiaries on a consolidated basis, without duplication, the principal, accrued and unpaid interest, prepayment and redemption premiums or penalties, costs, breakage fees or other amounts payable on discharge (if any), in respect of (a) indebtedness for borrowed money; (b) indebtedness evidenced by bonds, notes, debentures or other similar instruments issued by the Company or one of its Subsidiaries; (c) promissory notes issued by, and contractual deferred and unpaid purchase price fixed (i.e., non-contingent) payment obligations valued at the remaining amount payable thereunder (excluding trade payables); (d) any reimbursement obligations in respect of letters of credit, solely to the extent drawn or called, performance bonds to the extent drawn or called and surety bonds and similar obligations of the Company and its Subsidiaries to the extent drawn or called (excluding, in each case, obligations in respect of trade payables); (e) any obligations with respect to derivative financial instruments, interest rate swaps, collars, caps, hedging and other derivative and similar arrangements (valued at the termination value thereof at the time of determination); (f) all obligations of the Company and its Subsidiaries as lessee or lessees under leases that have been recorded on the Financial Statements as capital leases or that would be capital leases under GAAP; and (g) any guarantees by the Company or any of its Subsidiaries of any of the foregoing obligations.

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“Indemnifying Party” means a Party liable for indemnification under this Agreement.

“Insurance Policy” means the representation and warranty insurance policy issued by Concord Specialty Risk to the Company as of February 15, 2013.

“Intellectual Property” shall mean all right, title and interest in or relating to intellectual property, whether protected, created or arising under the Laws of the United States or any other jurisdiction, including: (i) patents and applications therefor; (ii) trademarks, service marks, trade names, and service names together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof; (iii) Internet domain names; (iv) copyrights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof; (v) trade secrets and know-how; (vi) software and interactive platforms; (vii) rights to limit the use or disclosure of confidential information by any Person; and (viii) other proprietary information and rights.

“IRS” shall mean the U.S. Internal Revenue Service.

“Knowledge of Purchaser” shall mean the actual knowledge of the Persons listed on Section 1.1(a) of the Purchaser Disclosure Schedule after reasonable inquiry.

“Knowledge of Sellers” shall mean the actual knowledge of the Persons listed on Section 1.1(a) of the Seller Disclosure Schedule after reasonable inquiry.

“Law” shall mean any federal, state, local or foreign law, statute, regulation, ordinance, rule, judgment, order, decree, award, approval, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision or approval of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Entity having the force or effect of law.

“Liens” shall mean all liens, pledges, charges, claims, security interests, purchase agreements, options, restrictions on transfer or other encumbrances.

“Losses” shall mean all losses, costs, interest, charges, expenses (including reasonable attorneys’ fees), obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, assessments or deficiencies.

“Marketing Period” means the first period of seventeen (17) consecutive Business Days (provided that (x) the Marketing Period shall commence no earlier than September 9, 2015, (y) November 27, 2015 shall not be considered a Business Day for purposes of calculating such seventeen (17) consecutive Business Day period and (z) if such seventeen (17) consecutive period has not ended prior to December 18, 2015, it will not commence until January 4, 2016) after the date of this Agreement commencing on the date Purchaser shall have received the Required Information and throughout which nothing has occurred and no condition exists that would cause any of the conditions set forth in Sections 8.1 and 8.2 (other than conditions that are duly waived or that by their nature are to be satisfied or waived at the Closing) to fail to be satisfied assuming the Closing were to be scheduled for any time during such seventeen (17) consecutive Business Day period; provided, further, that the Marketing Period shall not be deemed to have commenced if (i) after the date of this Agreement and prior to the completion of such seventeen (17) consecutive Business Day period, (A) either Deloitte & Touche LLP or Grant Thornton LLP, as applicable, shall have withdrawn its audit opinion with respect to any of the financial statements contained in clause (i) of the definition of Required Information, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to such financial statements by Deloitte & Touche LLP, Grant Thornton LLP or another independent accounting firm reasonably acceptable to the Purchaser, (B) if the last day of such seventeen (17) consecutive Business Day period would be after the Staleness Date, in which case the Marketing Period shall not be deemed to commence until the receipt by the Purchaser of updated Required Information or (C) the Company shall have determined, or has been informed by either Deloitte & Touche LLP or Grant Thornton LLP, it must or is reasonably likely to restate any historical financial statements of the Company included in clause (i) or (ii) of the Required Information, in which case the Marketing Period shall not be deemed to commence unless and until such restatement has been completed and the applicable Required Information has been amended or the Company has announced that it has concluded no such restatement shall be required, provided that the Marketing Period shall end on any earlier date that is the date on which the proceeds of the Financing are obtained (including, for the avoidance of doubt, if such proceeds are obtained in escrow); provided, however, upon the occurrence of any event described in clauses (A), (B) or (C) of this definition, each reference to “seventeen (17)” in this definition shall be deemed to be replaced with “twenty (20)”.

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“Material Adverse Effect” shall mean an event, circumstance, development, change or effect that has a material adverse effect on (a) the ability of Sellers to consummate the transactions contemplated by this Agreement or (b) the Company and its Subsidiaries or their financial condition, business, operations or results of operations, in each case, taken as a whole; provided, however, that, solely for purposes of this clause (b), no event, circumstance, development, change or effect resulting from any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in global or national economic, monetary, or financial conditions, including changes in prevailing interest rates, credit markets, currency exchange rates, market conditions or the price of commodities or raw materials used in the Company’s business, (ii) changes or trends in the industry in which the Company and its Subsidiaries operate, (iii) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, (iv) earthquakes, hurricanes, tsunamis, typhoons, lightning, hailstorms, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslides, wildfires and other natural disasters, weather conditions and other force majeure events, (v) changes in applicable Law or the interpretation thereof or changes in GAAP or the interpretation thereof, (vi) any failure by the Company or its Subsidiaries to meet any projections or forecasts or estimates of revenue or earnings for any period (provided that the underlying causes of such failures (subject to the other provisions of this definition) may be taken into consideration in determining whether there has been a Material Adverse Effect), (vii) changes, including impacts on relationships with customers, suppliers, employees, labor organizations, or governmental entities, in each case attributable to the execution, announcement or pendency of this Agreement or the transactions contemplated hereby, including as a result of the identity of Purchaser or announced intentions of Purchaser with respect to the Company, or (viii) any effect arising out of any action required or prohibited to be taken by this Agreement, including any failure to take an action requiring consent of Purchaser requested to be taken by Sellers for which consent is not provided, or taken by Sellers, the Company or any of its Subsidiaries or any of their respective Affiliates with the prior written consent, or at the request, of Purchaser, except in the case of clauses (i), (ii), (iv) and (v) above, to the extent that the Company and its Subsidiaries, taken as a whole, are disproportionately affected by such events, circumstances, developments, changes or effects as compared to other Persons or businesses that operate in the industry in which the Company and its Subsidiaries operate.

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“Offering Documents” shall mean reasonable and customary offering and syndication documents and materials, including private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials in connection with the Financing.

“Option” shall mean an option to acquire common shares of the Company.

“Order” shall mean any outstanding order, judgment, writ, injunction, stipulation, award or decree.

“Organizational Documents” means, with respect to any Person, (i) the articles or certificate of formation, incorporation or organization (or the equivalent organizational documents) of such Person, (ii) the bylaws or limited liability company agreement or regulations (or the equivalent governing documents) of such Person and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of such Person’s capital stock or other equity interests in respect thereof.

“Permits” shall mean all licenses, permits, franchises, approvals, registrations, authorizations, consents or orders of, or filings with, any Governmental Entity.

“Permitted Liens” shall mean the following Liens: (a) Liens disclosed or reflected on the Financial Statements; (b) Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable or that are being contested by appropriate proceedings to the extent that reserves with respect to such contested matters are maintained on the books of the Company or its Subsidiaries, as applicable, in accordance with GAAP; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and other Liens imposed by Law and on a basis consistent with past practice or in the ordinary course of the Company’s business for amounts that are not delinquent; (d) Liens incurred or deposits made in the ordinary course of business of the Company or any of its Subsidiaries in connection with workers’ compensation, unemployment insurance or other types of social security; (e) defects or imperfections of title, easements (including for gas pipelines and power lines), declarations, covenants, rights of way, surface leases, ground leases to utilities, restrictions and other charges, instruments or encumbrances that do not materially affect the use of real estate as used by the Company as of the date hereof; (f) zoning ordinances, variances, conditional use permits and similar regulations, permits, approvals and conditions, provided that there is no current violation of such regulations, permits, approvals or conditions; (g) Liens not created by the Company or any of its Subsidiaries that affect the underlying fee interest of any leased real property, including master leases or ground leases, but do not materially affect the use of such leased real property as used by the Company and its Subsidiaries as of the date hereof; (h) Liens under the Credit Agreement; and (i) Liens set forth on Section 1.1(b) of the Seller Disclosure Schedule.

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“Per Share Amount” shall mean the quotient obtained by dividing (i) the sum of (A) the Purchase Price, and (B) the aggregate exercise price proceeds assuming the exercise in full of all Options that are outstanding immediately prior to the Closing by (ii) the sum of (A) the aggregate number of Securities that are outstanding immediately prior to the Closing and (B) the aggregate number of common shares of the Company that are subject to Options that are outstanding immediately prior to the Closing.

“Person” shall mean an individual, partnership (general or limited), corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable Law), trust or other entity or organization, including a Governmental Entity.

“Pre-Effective Date Tax Period” means any Tax period ending on or before the Effective Date.

“Required Information” means the following:

(i)     audited consolidated financial statements (and related footnotes) of the Company and its Subsidiaries prepared on a consolidated basis in accordance with GAAP, and of the type required by Regulation S-X under the Securities Act for an offering of debt securities, together with an audit report thereon, for each of the fiscal years in the three-year period ending December 31, 2014;

(ii)    unaudited and reviewed consolidated financial statements (and related footnotes) of the Company and its Subsidiaries prepared on a consolidated basis in accordance with GAAP, and of the type required by Regulation S-X under the Securities Act for an offering of debt securities, for the six-month periods ended June 30, 2015 and 2014 or, if the Marketing Period shall not have been completed by the Staleness Date, for the nine-month periods ending September 30, 2015 and 2014;

(iii)   historical financial information and historical financial data of the Company and its Subsidiaries, solely to the extent such information and data is necessary in order for Purchaser to prepare customary pro forma financial statements (and related footnotes) in accordance with Article 11 of Regulation S-X under the Securities Act for the following periods: (I) the fiscal year ended December 31, 2014, (II) the six months ended June 30, 2015 or, if the Marketing Period shall not have been completed by the Staleness Date, the nine months ending September 30, 2015, and (III) the six months ended June 30, 2014 or, if the Marketing Period shall not have been completed by the Staleness Date, the nine months ended September 30, 2014;

(iv)   all other historical financial and historical accounting data that is reasonably requested by the Purchaser, solely to the extent such information and data is necessary for the underwriter or initial purchaser of an offering of such securities to receive customary “comfort” (including customary “negative assurance” comfort) from independent accountants on the financial periods described in clauses (i) and (ii) above in connection with the Financing, which such auditors are prepared to provide upon completion of customary procedures.

Notwithstanding anything herein to the contrary, “Required Information” shall not include, or require the Company to provide, any information which would be required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K and the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, or which is otherwise not customarily included in offering memoranda used in private placements, pursuant to Rule 144A of the Securities Act, of non-convertible debt securities. In addition, for the avoidance of doubt, “Required Information” shall not include pro forma financial information or projections, and the Purchaser shall be solely responsible for any pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments included in any Offering Documents.

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If the Sellers’ Representative shall in good faith reasonably believe that the Required Information has been delivered to Purchaser, the Sellers’ Representative may deliver to Purchaser a written notice to that effect (stating when it believes the delivery of the Required Information to Purchaser was completed), in which case the Company shall be deemed to have complied with such obligation to furnish the Required Information and the Purchaser shall be deemed to have received the Required Information, unless the Purchaser in good faith reasonably believes that the Company has not completed delivery of the Required Information and not later than 5:00 p.m. (New York City time) three (3) Business Days (or, with respect to Required Information covering periods after the Staleness Date, five (5) Business Days) after the delivery of such notice by the Sellers’ Representative, delivers a written notice to the Sellers’ Representative to that effect (stating with specificity which such Required Information the Company has not delivered); provided, that notwithstanding the foregoing, the delivery of the Required Information shall be satisfied at any time at which (and so long as) the Purchaser shall have actually received the Required Information, regardless of whether or when any such notice is delivered by the Sellers’ Representative.

“R&W Insurance Policy” means the representation and warranty insurance policy issued by AIG to the Purchaser with respect to this Agreement in the form delivered to the Company prior to the execution of this Agreement.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Staleness Date” shall mean November 11, 2015.

“Subsidiary” shall mean, with respect to any Person, any corporation, entity or other organization whether incorporated or unincorporated, of which (i) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first Person is a general partner or managing member.

“Tax” shall mean all taxes, charges, fees, duties, levies or other assessments, however denominated, imposed by any federal, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include income, profits, license, severance, occupation, windfall profits, capital gains, capital stock, transfer, registration, social security (or similar), production, franchise, gross receipts, payroll, sales, employment, unemployment, use, property, ad valorem, excise, value added, estimated, stamp, alternative or add-on minimum, environmental, withholding, Pension Benefits Guaranty Corporation premium, Social Security or other tax, including any interest, penalties and additions to tax related thereto imposed with respect to such amounts.

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“Tax Proceeding” shall mean any audit, examination, contest, litigation or other proceeding with or against any taxing authority.

“Tax Return” shall mean any return, declaration, report, claim for refund or information return or statement filed or required to be filed with any taxing authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to Taxes.

“Transaction Expenses” means, to the extent paid by the Company and/or the Sellers between May 31, 2015 and the Closing Date or not paid by the Company and/or the Sellers, the aggregate amount of all fees, costs and expenses (including fees, costs and expenses of legal counsel, accountants, investment bankers, experts, consultants, brokers and other representatives and consultants; appraisal fees, costs and expenses; and travel, lodging, entertainment and associated expenses) incurred by the Sellers, the Company or its Subsidiaries and their respective Affiliates on or prior to the Closing in connection with the consideration of, and planning for, the negotiation of, the performance of and all the efforts to implement, this Agreement and the transactions contemplated hereby, including all (a) fees payable by the Company or any of its Subsidiaries to any Seller or any Affiliates of any such party in connection with this Agreement or the transactions contemplated hereby and (b) payments (including severance, termination, Tax gross-up, retention or transaction bonus payments) and related expenses to directors, officers, employees, consultants, advisors and agents of and to the Company or its Subsidiaries which become payable on or prior to the Closing by the Company or any Subsidiary of the Company as a result of the consummation of the transactions contemplated hereby, including the employer’s share of Taxes payable with respect to all such amounts payable by the Company or any Subsidiary of the Company.

1.2     Other Definitions. The following terms shall have the meanings defined in the Section indicated:

Agreement	Preamble
Alternative Financing	Section 5.9(a)
Anticorruption Laws	Section 3.8(b)
Business	Recitals
Benefit Plan	Section 3.10(a)
Claim Notice	Section 10.3
Closing	Section 2.1
Closing Date	Section 2.4(a)
Closing Purchase Price	Section 2.2(a)
Company	Recitals
Company Assets	3.17(a)
Company Employee	Section 6.1(a)
Company Intellectual Property	Section 3.16(a)
Confidential Information	Section 5.2
Debt Documents	Section 5.9(a)
Deductible	Section 10.1(c)

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DOJ	Section 5.3(a)
Environmental Permits	Section 3.14(a)(ii)
FCPA	Section 3.8(b)
FFDCA	Section 3.20(e)
Financial Statements	Section 3.5(a)
Financing	Section 5.9(b)
Financing Arrangers	Section 5.9(b)
FTC	Section 5.3(a)
Governmental Approvals	Section 5.3(a)
Interim Balance Sheet	Section 3.5(a)
Interim Balance Sheet Date	Section 3.5(a)
Leased Real Property	Section 3.12(b)
Licensed Intellectual Property	Section 3.16(a)
Management Sellers	Section 5.10(a)
Merger Agreement	Section 5.12
New Plans	Section 6.1(b)
Old Plans	Section 6.1(b)
Option Amount	Section 2.2(a)
Outside Date	Section 9.1(b)(i)
Owned Real Property	Section 3.12(a)
Parachute Payment Waivers	Section 2.4(b)
Party(ies)	Preamble
Patriot Act	Section 3.8(b)
Payment Schedule	Section 2.2(a)
Per Claim Threshold	Section 10.1(b)
Pre-Closing Dividends	Section 2.4(b)(i)(D)
Purchase Price	Section 2.2(a)
Purchaser	Preamble
Purchaser Disclosure Schedule	Article IV
Purchaser Indemnified Party(ies)	Section 10.1
Real Property Lease	Section 3.12(b)
Real Property Sublease	Section 3.12(b)
Registered Intellectual Property	Section 3.16(a)
Restricted Business	5.10(a)
Sale	Section 2.1
Securities	Recitals
Seller(s)	Preamble
Seller Disclosure Schedule	Article III
Seller Indemnitees	Section 5.8(a)
Sellers’ Representative	Preamble
Significant Contracts	Section 3.15(a)
Solvent	Section 4.5(a)
Staleness Date	Section 1.1
Tax Benefit Amount	Section 2.2(a)
Termination Date	Section 10.2(a)

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Third-Party Claim	Section 10.4
Trade Regulations	Section 3.8(b)
Transfer Taxes	Section 7.2

ARTICLE II

THE SALE AND PURCHASE

2.1     Sale and Purchase of Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), each Seller shall transfer, convey, assign and deliver to Purchaser and/or its designees, and Purchaser and/or its designees shall purchase and acquire from each Seller, all of such Seller’s right, title and interest in and to the Securities (the “Sale“), free and clear of any Liens.

2.2     Purchase Price.

(a)     The “Purchase Price” is equal to (A) $287,150,000 in cash, plus (B) an amount equal to forty percent (40%) of the amounts to be claimed as expenses deductible for Tax purposes by the Company on account of the Transaction Expenses and the Option Amount, as set forth in the Tax Deduction Schedule delivered to Purchaser prior to the execution of this Agreement (the “Tax Benefit Amount”) (provided that in no event will any amounts be included for purposes of calculating the Tax Benefit Amount if such amounts are not deductible by the Company because they are “excess parachute payments” within the meaning of Section 280G of the Code), less (C) all Transaction Expenses, in such amount as set forth on a schedule delivered by Sellers to Purchaser no later than three (3) Business Days prior to Closing (it being understood that along with such schedule, Sellers shall deliver to Purchaser documents, which may be in the form of receipts and/or invoices of William Blair, Deutsche Bank, Paine & Partners, Wachtell, Lipton, Rosen & Katz, KPMG, Alvarez & Marsal, and ERM, which documents Purchaser shall accept as conclusively establishing the amount of the Transaction Expenses set forth in clause (a) of the definition thereof), less (D) any Pre-Closing Dividends, less (E) the Escrow Amount, less (F) fifty percent (50%) of the premium for the R&W Insurance Policy, which 50% amount shall not exceed $797,500. In consideration for the Securities, at the Closing, (i) Purchaser shall pay to Sellers an aggregate amount (the “Closing Purchase Price”) equal to (A) the Purchase Price, less (B) the aggregate amount to be paid to holders of Options pursuant to Section 2.3 (the “Option Amount”), as set forth on a schedule delivered by Sellers to Purchaser no later than three (3) Business Days prior to Closing, such Closing Purchase Price to be paid by wire transfer of immediately available funds to the Sellers’ Representative in accordance with the wire instructions delivered to Purchaser at least three (3) Business Days prior to the Closing, for further distribution to the Sellers by the Sellers’ Representative, and (ii) Purchaser shall pay to the Company, for payment by the Company to holders of Options in accordance with the last sentence of Section 2.3, the Option Amount, such Option Amount to be paid by wire transfer of immediately available funds to the Company in accordance with the wire instructions set forth on the Payment Schedule.

2.3     Options. Immediately prior to the Closing, each Option that is unexpired and unexercised shall be cancelled and, in exchange therefor, each former holder of any such cancelled Option shall be entitled to receive, in consideration of the cancellation of such Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product obtained by multiplying (a) the total number of common shares of the Company subject to such Option immediately prior to such cancellation by (b) the excess, if any, of the Per Share Amount over the exercise price per share subject to such Option immediately prior to such cancellation. On or as soon as practicable following the Closing, but in any event no later than 5 days following the Closing, the Company shall make, by a payroll payment through the Company’s payroll provider, the payments contemplated by this Section 2.3. Before the Closing Date, the Board of Directors of the Company shall take such actions in accordance with the terms of the Company’s 2013 Stock Option Plan as are required to provide that (i) each Option that is unexpired and unexercised as of the Closing Date shall be cancelled in exchange for the consideration described in this Section 2.3 and (ii) the Company’s 2013 Stock Option Plan shall be terminated effective as of the Closing.

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2.4     Closing.

(a)     The Closing shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, at 10:00 a.m., New York time, on the second Business Day after all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, or at such other place, time or date as may be mutually agreed upon in writing by each Seller and Purchaser (the “Closing Date”); provided, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VIII, if the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), the Closing shall occur instead on (i) the earlier to occur of (A) any Business Day during the Marketing Period to be specified by Purchaser to the Sellers’ Representative on no less than two Business Days’ written notice to the Sellers' Representative and (B) the second Business Day following the last day of the Marketing Period or (ii) such other date, time or place as agreed to in writing by the Parties, in each case subject to the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing).

(b)     At the Closing:

(i)     Sellers shall:

(A)     deliver to Purchaser certificates evidencing the Securities to the extent that such Securities are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto, or confirmations of book-entry transfer with respect to the Securities;

(B) deliver to Purchaser the certificate required to be delivered pursuant to Section 8.2(d);

(C) deliver to Purchaser an executed counterpart to the Escrow Agreement; and

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(D)     deliver to Purchaser a certificate, executed by the chief financial officer of the Company, setting forth (i) the true and correct amount of Indebtedness related to borrowed money and all obligations of the Company and its Subsidiaries as lessee or lessees under leases that have been recorded on the Financial Statements as capital leases or that would be capital leases under GAAP as of the Closing Date, and (ii) the true and correct amount of any dividends or distributions that the Company declared, set aside or paid (whether in cash or in kind) to any Person other than a Subsidiary of the Company since May 31, 2015 (“Pre-Closing Dividends”).

(ii)    Purchaser shall:

(A)     deposit the Escrow Amount with U.S. Bank, National Association or such other agent as may be mutually agreed by Sellers’ Representative and Purchaser (the “Escrow Agent”), to be held in an account in the name of Purchaser (the “Escrow Account”) by the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement;

(B) deliver to Sellers an executed counterpart to the Escrow Agreement;

(C) pay to the Sellers’ Representative the Closing Purchase Price;

(D) pay to the Company the Option Amount;

(E) repay or cause to be repaid the aggregate amount of all outstanding obligations under the Credit Agreement;

(F) deliver to Sellers the certificate required to be delivered pursuant to Section 8.3(c); and

(G) pay or cause to be paid, on behalf of the Company and its Subsidiaries, all Transaction Expenses that have not been paid by the Company and/or the Sellers on or before the Closing Date.

(iii)   The Company shall deliver to Purchaser a duly signed and properly executed certification in a form reasonably satisfactory to the Purchaser conforming to the requirements of Treasury Regulations Sections 1.1445 -2(c)(3), stating that the Company is not and was not within the past five years a U.S. real property holding corporation within the meaning of Section 897 of the Code.

2.5     Withholding. Each of Purchaser and the Company shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax law, including any withholding from any payment that is treated as wages or compensation for the performance of services. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in the disclosure schedule delivered to Purchaser prior to the execution of this Agreement (the “Seller Disclosure Schedule”), Sellers represent and warrant to Purchaser as follows:

3.1     Organization and Qualification.

(a)     Each Seller that is not an individual, the Company and each of the Company’s Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The Company and its Subsidiaries have all requisite power and authority to own, lease and operate their properties and assets and to carry on their business as now being conducted.

(b)     The Company and its Subsidiaries are qualified to do business and each is in good standing as a foreign Person in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Sellers have delivered to Purchaser correct and complete copies of the Organizational Documents of the Company, as in effect as of the date of this Agreement. Neither the Company nor any of the Company’s Subsidiaries is in violation of the provisions of any of their respective Organizational Documents.

3.2     Capitalization.

(a)     Section 3.2(a) of the Seller Disclosure Schedule sets forth a list of each Subsidiary of the Company. Except for the Subsidiaries listed on Section 3.2(a) of the Seller Disclosure Schedule, the Company does not control and does not hold any equity interest, directly or indirectly, of any other Person.

(b)     The entire authorized capital stock (or, where applicable, other equity interests) of the Company is as set forth on Section 3.2(b) of the Seller Disclosure Schedule. All of the outstanding equity interests of the Company are held of record and beneficially owned by the Persons in the respective amounts set forth on Section 3.2(b) of the Seller Disclosure Schedule. All of the outstanding equity interests of each such Subsidiary are, directly or indirectly, held of record and beneficially owned by the Company. All of the issued and outstanding equity interests listed in Section 3.2(b) of the Seller Disclosure Schedule are duly authorized, validly issued, fully paid and non-assessable. No equity interest of the Company was issued in violation of any Organizational Document of the Company or any Subsidiary of the Company, as applicable, any applicable Law or the rights of any Person, including any preemptive rights. Other than the Securities, the Options and the other equity interests set forth in Section 3.2(b) of the Seller Disclosure Schedule, there are no shares of common stock, preferred stock or other equity interests of the Company or its Subsidiaries reserved, issued or outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other ownership interest in the Company or its Subsidiaries or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or its Subsidiaries, and no securities evidencing such rights are authorized, issued or outstanding. Neither the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations which provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of the Company or any of its Subsidiaries on any matter.

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(c)     The Sellers have good and valid title to the Securities, which have been validly issued, are properly reflected in the Company’s books and records, and are free and clear of all Liens, other than Permitted Liens. The Company or a Subsidiary of the Company, as applicable, has good and valid title to all equity interests of each Subsidiary of the Company, free and clear of all Liens, other than Permitted Liens.

(d)     As of the date of this Agreement, there are 88,233 shares of the Company’s common stock reserved for issuance under the Company’s 2013 Stock Option Plan, of which 88,233 shares of the Company’s common stock are subject to outstanding Options having a weighted average exercise price of $61.38. Section 3.2(b) of the Seller Disclosure Schedule sets forth the following information with respect to each Option outstanding as of the date hereof (whether vested or unvested): (i) the name of the holder of the Option; and (ii) the number of shares of the Company’s common stock subject to such Option, the date of grant, exercise price, number of shares vested as of the date hereof, vesting schedule and the type of Option, as applicable.

3.3     Authority Relative to this Agreement. In the case of each Seller that is not an individual, such Sellers have all necessary corporate, limited partnership or limited liability power and authority, as applicable, to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement. The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary action on the part of each Seller and no other proceedings on the part of any Seller are necessary to authorize the execution and delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Sellers, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a valid, legal and binding agreement of Sellers, enforceable against Sellers in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at Law).

3.4     Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Sellers or the Company or its Subsidiaries for the execution, delivery and performance by Sellers of this Agreement or the consummation by Sellers of the transactions contemplated by this Agreement, except (i) compliance with any applicable requirements of the HSR Act; (ii) compliance with any foreign, state or federal licenses or permits listed on Section 3.4 of the Seller Disclosure Schedule; or (iii) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Assuming compliance with or the making or receipt of, as applicable, the items described in clauses (i) through (iii) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Sellers nor the consummation by Sellers of the transactions contemplated by this Agreement will (A) conflict with or result in any breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Sellers or of the Company or of its Subsidiaries, (B) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Significant Contract or (C) violate or infringe any Law applicable to the Company or any of its Subsidiaries, properties or assets, except in the case of (B) and (C) for breaches, violations, infringements, defaults, Liens or other rights that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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3.5     Financial Statements; Internal Controls; No Undisclosed Liabilities; Indebtedness.

(a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined balance sheet of the Company and its Subsidiaries (or the predecessors of such Persons), as of December 31^st of the years 2012, 2013 and 2014; (ii) the audited combined statements of income of the Company and its Subsidiaries for the years then ended; (iii) the audited combined statements of cash flows of the Company and its Subsidiaries for the years then ended; (iv) the unaudited combined balance sheets of the Company and its Subsidiaries as of May 31, 2015 and June 30, 2015 (the “Interim Balance Sheet”); (v) the unaudited combined statements of income of the Company and its Subsidiaries for the five-month period ended May 31, 2015 and the six-month period ended June 30, 2015 (the “Interim Balance Sheet Date”) and (vi) the unaudited combined statements of cash flows of the Company and its Subsidiaries for the five-month period ended May 31, 2015 and the six-month period ended June 30, 2015 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements”), which, in the case of clauses (i) through (iii), also includes the auditor’s opinions thereon, which opinion is not qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern or include any like exception or qualification. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined financial position and the combined results of operations of the Company and its Subsidiaries as of the respective dates thereof or the periods then ended.

(b)     The Company and its Subsidiaries maintain internal accounting controls designed to provide reasonable assurances regarding the execution of transactions in accordance with management’s authorization, the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions by the Company and its Subsidiaries; and (ii) are designed to provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP, consistently applied, and to maintain proper accountability for items, except where the failure to so maintain such internal accounting controls would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

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(c)     Neither the Company nor any of its Subsidiaries have any liabilities or obligations of any kind or nature that would be required to be disclosed on financial statements in accordance with GAAP except (i) liabilities that are accrued or reserved in the financial statements for the Company and its Subsidiaries for the fiscal year ended December 31, 2014; (ii) liabilities that have arisen since December 31, 2014 that were incurred in the ordinary course of business consistent with past practice (none of which results from, arises out of or relates to any breach or violation of, or default under, any Contract to which the Company of any of its Subsidiaries is a party or by which such Person is bound or to which any of such Person’s properties or assets are subject, or applicable Law); (iii) liabilities disclosed in Section 3.5(c) of the Seller Disclosure Schedule; (iv) liabilities expressly contemplated to be incurred pursuant to this Agreement, or (v) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d)     Section 3.5(d) of the Seller Disclosure Schedule sets forth all of the Indebtedness for borrowed money, capital leases (as would be determined in accordance with GAAP), and other material Indebtedness of the Company and its Subsidiaries and the amounts thereof as of May 31, 2015 and as of the date hereof. Neither the Company nor any Subsidiary of the Company is in default or otherwise in breach with respect to any such Indebtedness, except where such default or breach would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. The Company has made available to Purchaser a true, correct and complete copy of all documents (including all amendments, supplements, waivers and consents) evidencing such Indebtedness for borrowed money of the Company and its Subsidiaries.

3.6     Absence of Certain Changes or Events. Since December 31, 2014 and through the date of this Agreement, (a) the Company and its Subsidiaries have operated in the ordinary course of business consistent with past practice, (b) neither the Company nor any of its Subsidiaries has declared, set aside or paid any dividend or distribution (whether in cash or in kind) to any Person other than the Company or a Subsidiary of the Company, (c) there has not occurred any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (d) there has not been any action taken by the Company or any of the Company’s Subsidiaries that, if taken during the period from the date hereof through the Closing Date, would constitute a breach of Section 5.4.

3.7     Litigation. As of the date of this Agreement, (a) there is no civil, criminal or administrative Action pending, or to the Knowledge of Sellers, threatened, against the Company or any of its Subsidiaries, and (b) neither the Company nor any of its Subsidiaries is subject to any outstanding Order, writ, or injunction, except in the case of (a) or (b) as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of Sellers, there is no Action which the Company or any Subsidiary intends to initiate.

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3.8     Compliance with Laws.

(a)     The Company and each of its Subsidiaries are, and have been since January 1, 2013, in compliance with all Laws and Orders applicable to it, except where the failure to be in compliance would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice of the violation of any Laws applicable to it, would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

(b)     Except as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of Sellers, the Company and each of its Subsidiaries are and since January 1, 2013 have been, in compliance with (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and all other anticorruption and anti-bribery laws applicable to the Company or any of its Subsidiaries (the “Anticorruption Laws”), (ii) the Uniting Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as amended (the “Patriot Act”); and (iii) all laws and regulations prohibiting the conduct of business or engaging in a transaction with any Person (A) who was identified on the list published by the U.S. Treasury Department Office of Foreign Asset Control at such time or (B) with whom a citizen of the United States was prohibited from engaging in any business or transaction by any trade embargo, economic sanction, Executive Order or law (the “Trade Regulations”). Since January 1, 2013, none of the Company, its Subsidiaries, or to the Knowledge of Sellers, any representatives acting on behalf of the Company or its Subsidiaries, have received any written notice or inquiry from any Governmental Entity or other Person involving any allegation, charge, Action, or investigation of or request for information from the Company or any of its Subsidiaries regarding any potential violation of any Anticorruption Laws, the Patriot Act or any Trade Regulations.

3.9     Permits. The Company and its Subsidiaries currently have all Permits which are required to permit, immediately following the Closing, the operation of the Company’s business as presently conducted, other than those Permits the failure of which to possess would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any Permit held by the Company or any of its Subsidiaries, except for defaults or violations that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, no Action is pending or, to the Knowledge of Sellers, threatened to terminate, revoke, suspend, limit or modify in a manner materially adverse to the Company any Permit or alleging that the Company or any of its Subsidiaries is not in material compliance with any Permit.

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3.10     Employee Benefit Plans.

(a)     For purposes of this Agreement, the term “Benefit Plan” shall mean each employee compensation and/or benefit plan, program, policy, agreement or other arrangement, including any employee benefit plan within the meaning of Section 3(3) of ERISA (whether or not such plan is subject to ERISA), and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement, in each case that is sponsored, maintained or contributed to by Sellers, the Company or any of its Subsidiaries for the benefit of the Company Employees, Former Company Employees, officers, directors or consultants, or under which the Company or any of its Subsidiaries would reasonably be expected to have any liability. Section 3.10(a) of the Seller Disclosure Schedule sets forth a complete and accurate list of each Benefit Plan, and indicates each such Benefit Plan that benefits individuals outside of the United States.

(b)     With respect to each Benefit Plan, Sellers have made available to Purchaser (i) correct and complete copies of the plan document, as amended from time to time, (ii) the current summary plan description and any modifications thereto, or if not subject to the summary plan description requirements, a written summary of the Benefit Plan; (iii) the most recent Form 5500 and any attached financial statement and any related actuarial reports (if applicable); (iv) the most recent IRS determination or opinion letter (if applicable); (v) insurance contracts, trust agreements or any other funding document associated with the Benefit Plan; and (vi) any material communication in the past three (3) years with the IRS, U.S. Department of Labor or other regulator regarding a Benefit Plan.

(c)     Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto; (ii) each of the Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and, to the Knowledge of Sellers, there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the qualified status of any such plan; (iii) since January 1, 2009, no Benefit Plan has been subject to Title IV of ERISA; (iv) no Benefit Plan provides medical or other welfare benefits with respect to any of the Company Employees, Former Company Employees or other covered individual (or any dependent of such an individual) beyond their retirement or other termination of service, other than (A) coverage mandated by applicable Law and entirely at the individual’s expense or (B) benefits under any “employee pension plan” (as such term is defined in Section 3(2) of ERISA); (v) no liability under Title IV of ERISA has been incurred by the Company or any of its Subsidiaries or any ERISA Affiliate of the Company or any of its Subsidiaries that has not been satisfied in full (other than with respect to amounts not yet due), and no condition exists that presents a risk to the Company, any of the Company’s Subsidiaries or any ERISA Affiliate of the Company or any of its Subsidiaries of incurring a liability thereunder; (vi) since January 1, 2009, no employee benefit plan of the Company or any of its Subsidiaries or any ERISA Affiliate of the Company is a multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; and (vii) there are no pending, threatened or, to the Knowledge of Sellers, anticipated claims (other than claims for benefits in accordance with the terms of the Benefit Plans) by, on behalf of or against any of the Benefit Plans or any trusts related thereto that could reasonably be expected to result in any liability of the Company or any of its Subsidiaries.

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(d)     All material contributions, premiums or other payments (including all employer contributions and employee salary reduction contributions) for any period ending on or before the Closing Date that are not yet due have been made to each Benefit Plan or accrued in accordance with accepted accounting practices.

(e)     There are no facts or circumstances that could reasonably be expected to, directly or indirectly, subject the Company or any of its Subsidiaries to any (i) excise Tax or other liability under Chapters 43 or 47 of Subtitle D of the Code or (ii) civil penalty, damages or other liabilities arising under Section 502 of ERISA.

(f)     The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any individual to severance pay, unemployment compensation or any other payment, except as provided in this Agreement and except for unemployment benefits provided under applicable Law, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any individual, except as provided in this Agreement.

(g)     It is agreed and understood that no representation or warranty is made in respect of employee benefit matters in any Section of this Agreement other than this Section 3.10.

3.11    Employees; Labor Matters.

(a)     Except as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole (i) as of the date hereof and during the three years preceding the date hereof, (A) there have been no strikes or lockouts with respect to any Company Employees, and no Company Employees have been represented by a union or other bargaining representative, (B) no Company Employees have been covered by a collective bargaining agreement, (C) to the Knowledge of Sellers, there has been no union organizing effort pending or threatened involving any of the Company Employees, (D) there has been no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Sellers, threatened with respect to any of the Company Employees, and (E) there has been no slowdown, or work stoppage in effect or, to the Knowledge of Sellers, threatened with respect to any of the Company Employees, and (ii) with respect to the Company Employees, Sellers and their Subsidiaries are in compliance with all applicable Laws and Orders respecting (A) employment and employment practices, (B) immigration and verification of identity and work authorization, (C) terms and conditions of employment and wages and hours, and (D) unfair labor practices. Neither the Company nor any of its Subsidiaries has conducted any mass layoff or plant closing as contemplated by, and neither the Company nor any of its Subsidiaries has any liabilities under, the Worker Adjustment and Retraining Notification Act of 1998 or any similar state, local or foreign Law as a result of any action taken by Sellers or any of their Affiliates.

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(b)     It is agreed and understood that no representation or warranty is made in respect of labor matters in any Section of this Agreement other than this Section 3.11.

3.12     Real Property.

(a)     Section 3.12(a) of the Seller Disclosure Schedule sets forth a complete and accurate list of all of the real property owned by the Company or one of its Subsidiaries (the “Owned Real Property”). The Company or one of its Subsidiaries has fee simple or comparable valid title to all Owned Real Property, free and clear of all Liens, except Permitted Liens.

(b)     Section 3.12(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of all of the real property leased by the Company or one of its Subsidiaries (the “Leased Real Property”). Each lease or other agreement pursuant to which the Company or one of its Subsidiaries leases or otherwise occupies any Leased Real Property (together with all amendments, modifications and agreements related thereto) shall hereinafter be referred to as a “Real Property Lease,” and each sublease or other agreement pursuant to which the Company or one of its Subsidiaries subleases or otherwise permits any Person to occupy all or a portion of any Leased Real Property (together with all amendments, modifications and agreements related thereto) shall hereinafter be referred to as a “Real Property Sublease.” Section 3.12(b) of the Seller Disclosure Schedule sets forth a list of each Real Property Lease and each Real Property Sublease. The Company or one of its Subsidiaries has a leasehold or subleasehold (as applicable) interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens. All leases and subleases for the Leased Real Property under which the Company or one of its Subsidiaries is a lessee or sublessee are in full force and effect and are enforceable in accordance with their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law), except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

(c)     None of the Company or any of its Subsidiaries is in default or otherwise in breach under any Real Property Lease or Real Property Sublease and, to the Knowledge of the Sellers, no other party is in default or otherwise in breach thereof, except for breaches or defaults that would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No party to any Real Property Lease or Real Property Sublease has notified the Company in writing that it is exercising any termination right with respect thereto, and to the Knowledge of the Sellers, there is no dispute, oral agreement or forbearance program in effect with respect to any Real Property Lease or Real Property Sublease. Sellers have made available to Purchaser a true, correct and complete copy of each Real Property Lease and each Real Property Sublease. Each Real Property Lease and each Real Property Sublease is in full force and effect and constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties, in each case, except as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

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(d)     All of the land, buildings, structures and other improvements used by the Company or any of its Subsidiaries in the conduct of the Business are included in the Owned Real Property and Leased Real Property. Except for the Real Property Leases and the Real Property Subleases, there is no lease, sublease or occupancy agreement in effect with respect to any Owned Real Property or Leased Real Property. There is no pending or, to the Knowledge of Sellers, threatened condemnation or other eminent domain proceeding affecting any Owned Real Property or Leased Real Property or any sale or other disposition of any Owned Real Property or Leased Real Property in lieu of condemnation.

3.13     Taxes. Except (x) to the extent resulting from the filing of any Tax Return (whether original or amended) prepared (or caused to be prepared) by Purchaser following the Closing that is not prepared in accordance with the past practice of the Company (except to the extent otherwise required by applicable Law), or (y) as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

(a) All Tax Returns required to be filed by the Company and its Subsidiaries have been timely filed (taking into account any extension of time within which to file) and all such filed Tax Returns are correct and complete; (ii) all Taxes due and owing, including all Taxes shown to be due on such Tax Returns, have been paid; (iii) as of the date of this Agreement, there is no pending Tax Proceeding with respect to any Taxes of the Company and its Subsidiaries; (iv) the Company and its Subsidiaries have withheld, collected and paid over to the appropriate taxing authority all Taxes that the Company or any of its Subsidiaries are obligated to withhold for Taxes of any employee, shareholder, creditor or third party; (v) within the past two (2) years neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code; and (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011 -4.

(b)     There are no Liens (other than Liens described in clause (b) of the definition of Permitted Liens) for Taxes on the assets of the Company or any of its Subsidiaries.

(c)     The unpaid Taxes of the Company and each of its Subsidiaries as of the Interim Balance Sheet Date did not exceed the reserve for Tax liability set forth on the Interim Balance Sheet.

(d)     There are no requests for rulings or determinations, or applications requesting permission for a change in accounting practices, in respect of any Tax, pending between the Company or any Subsidiary of the Company and any taxing authority of any Governmental Entity.

(e)     Neither the Company nor any Subsidiary of the Company has (i) waived any statute of limitations with respect to any of its Taxes, or (ii) agreed to any extension of time with respect to a Tax assessment or deficiency related to any such Taxes, which waiver or extension is still in effect.

(f)     Neither the Company nor any Subsidiary of the Company has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502 -6 (or any similar provision of state, local, or foreign applicable Law). Neither the Company nor any of its Subsidiaries is bound by or has any liability under any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement (other than ordinary course agreements with respect to the acquisition of goods or services or under loan agreements for borrowed money).

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(g)     Neither the Company nor any Subsidiary of the Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any installment sale or open transaction disposition made prior to the Closing Date; (ii) any prepaid amount received prior to the Closing Date; (iii) any “closing agreement,” as described in Code Section 7121 (or any corresponding provision of state, local, or foreign income Tax law) made prior to the Closing Date; (iv) any intercompany transaction or any excess loss account within the meaning of Treasury Regulations Section 1.1502 -19 under the Code (or any corresponding or similar provision or administrative rule of federal, state, local or foreign Tax law) entered into prior to the Closing Date; (v) a change in the method of accounting made on or prior to the Closing Date for a period ending on or prior to the Closing Date; or (vi) any deferral of income under Code Section 108(i) as a result of the acquisition of a debt instrument.

(h)     Neither the Company nor any Subsidiary of the Company is a party to any agreement, contract, arrangement, or plan that would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax law) as a result of the transactions contemplated in this Agreement. Neither the Company nor any Subsidiary of the Company has any obligation or any liability to compensate an individual for excise Taxes pursuant to Code Section 4999 or Section 409A of the Code.

(i)     No claim has been made or threatened in writing by a Tax authority in any jurisdiction asserting that the Company or any of its Subsidiaries is or may be subject to Taxes imposed by that jurisdiction but not paid by the Company or any of its Subsidiaries, including sales and use Taxes required to be collected by the Company or any of its Subsidiaries and remitted to that jurisdiction and income Taxes payable to that jurisdiction.

(j)     No representation or warranty set forth in this Section 3.13 shall be deemed to apply directly or indirectly with respect to any taxable period (or portion thereof) after the Closing Date.

(k)     It is agreed and understood that no representation or warranty is made by Sellers in this Agreement in respect of Tax matters, other than the representations and warranties set forth in this Section 3.13.

3.14     Environmental Matters.

(a)     Except as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

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(i)     The Company and its Subsidiaries and the facilities and operations on the Owned Real Property and the Leased Real Property are in compliance with applicable Environmental Laws applicable to the Company and its Subsidiaries;

(ii)    The operation of the Company’s business is in compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with any Permits required under all applicable Environmental Laws and necessary to operate the Company’s business as presently operated (the “Environmental Permits”);

(iii)   The Company is not subject to any pending, or to the Knowledge of Sellers, threatened claim alleging that it or any of its Subsidiaries is in violation of any Environmental Law or any Environmental Permit or that the Company or any of its Subsidiaries has any liability under any Environmental Law;

(iv)   There are no pending or, to the Knowledge of Sellers, threatened investigations of the Company or its Subsidiaries, or any currently or previously owned or leased real property of the Company and its Subsidiaries under Environmental Laws, which would reasonably be expected to result in Sellers incurring any liability pursuant to any Environmental Law; and

(v)    there is not present in, on or under any of the Owned Real Property or Leased Real Property (other than Leased Real Property in respect of land) any Hazardous Substance in such form or quantity as to create any liability for the Company or any of its Subsidiaries under any applicable Environmental Law or any other liability for the Company, any of its Subsidiaries or Purchaser. None of the Company or any of its Subsidiaries has installed, used, generated, treated, disposed of or arranged for the disposal of any Hazardous Substance in any manner so as to create any liability under any applicable Environmental Law or any other liability for the Company, any of its Subsidiaries or Purchaser.

(b)     It is agreed and understood that no representation or warranty is made by Sellers in respect of environmental matters, other than the representations and warranties set forth in this Section 3.14.

3.15     Significant Contracts.

(a)     Section 3.15 of the Seller Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the following Contracts (which, for the avoidance of doubt, shall not include purchase orders and invoices) to which the Company or any of its Subsidiaries is a party or is bound (the “Significant Contracts”):

(i)     Contracts containing a minimum purchase requirement for the Company or any of its Subsidiaries to purchase during the twelve (12)-month period immediately following, or pursuant to which the Company or any of its Subsidiaries has purchased during the twelve (12)-month period immediately preceding, December 31, 2014, in the aggregate, a minimum of $500,000 of goods and/or services on an annual basis;

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(ii)    Contracts containing a minimum supply commitment for the Company or any of its Subsidiaries to sell during the twelve (12)-month period immediately following, or pursuant to which the Company or any of its Subsidiaries has sold during the twelve (12)-month period immediately preceding, December 31, 2014, in the aggregate, a minimum of $500,000 of goods and/or services on an annual basis;

(iii)   any Contract that is a requirements contract or contains exclusivity arrangements or a “most favored nation” pricing clause, in each case, binding on and material to the Company or its Subsidiaries;

(iv)   any Contract containing any future capital expenditure obligations of the Company or any of its Subsidiaries in excess of $500,000;

(v)    any indenture, credit agreement, loan agreement, note, mortgage, security agreement, loan commitment or other Contract relating to the borrowing of funds, extension of credit or financing, or providing for the creation of any Lien (other than Permitted Liens) on the assets of the Company or any of its Subsidiaries;

(vi)   any joint venture, partnership or other similar agreement involving co-investment between the Company or any of its Subsidiaries and a third party;

(vii)  any Contract between the Company or any of its Subsidiaries, on the one hand, and any Seller or any Affiliate of a Seller, on the other hand;

(viii) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its Subsidiaries may have an obligation with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation that is reasonably expected to be $1,000,000 or greater in amount; and

(ix)    any Contract containing covenants that would restrict or limit in any material respect the ability of the Company or any of its Subsidiaries after the Closing to engage in, or compete with any Person or in any geographic area with respect to the Company’s and its Subsidiaries’ business as presently conducted with any Person or in any geographic area.

(b)     Each Significant Contract is a legal, valid and binding obligation of the Company or the Subsidiary of the Company which is a party thereto, and, to the Knowledge of Sellers, on each counterparty thereto, and is in full force and effect, and neither the Company nor the Subsidiary of the Company which is a party thereto or, to the Knowledge of Sellers, any other party thereto, is in breach of, or in default under, any such Significant Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or the Subsidiary of the Company which is a party thereto, or, to the Knowledge of Sellers, any other party thereto, in each case, except for such failures to be valid, binding or in full force and effect and such breaches and defaults that would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

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3.16     Intellectual Property.

(a)     Section 3.16 of the Seller Disclosure Schedule sets forth a list of: (i) all applications and registrations of Intellectual Property owned by the Company or any of its Subsidiaries (the “Company Intellectual Property”); and (ii) all applications and registrations of Intellectual Property used by the Company or any of its Subsidiaries, but not owned by the Company or any of its Subsidiaries (the “Licensed Intellectual Property”). With respect to Company Intellectual Property that is registered with or issued by a Governmental Entity or for which applications for registration or issuance have been filed (the “Registered Intellectual Property”), all material fees, payments and filings due as of the Closing Date with respect to all of the Registered Intellectual Property have been duly made. All material items of the Registered Intellectual Property are valid, in full force and effect and are subsisting or to the extent such items are applications, are pending without challenge (other than office actions that may be pending before the United States Patent and Trademark Office or its foreign equivalents).

(b)     Except as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) the Company or one of its Subsidiaries owns, free and clear of all Liens except for Permitted Liens, the Company Intellectual Property, (ii) the Company or one of its Subsidiaries is licensed or otherwise possess valid rights to use the Licensed Intellectual Property, (iii) neither the Company nor any of its Subsidiaries nor any item of the Company Intellectual Property has infringed, violated, misappropriated, or unlawfully used, or is infringing, violating, misappropriating or unlawfully using, any Intellectual Property of any third Person, (iv) neither the Company nor any of its Subsidiaries has received any written notice that the conduct of its business infringes, violates, misappropriates or unlawfully uses any Intellectual Property of any third Person, and (v) to the Knowledge of Sellers, no third Person is infringing, violating, misappropriating or unlawfully using, or threatening to infringe, violate, misappropriate or unlawfully use, any of the Company Intellectual Property.

(c)     (i) The Company and its Subsidiaries have used their respective commercially reasonable efforts to prevent the unauthorized disclosure or use of any trade secrets and proprietary information; and (ii) to the Knowledge of Sellers, there has been no unauthorized disclosure or use by employees, officers, directors, agents consultants and contractors of, and, to the Knowledge of Sellers, there has otherwise been no unauthorized disclosure or use of, the trade secrets or proprietary information of the Company or its Subsidiaries.

(d)      It is agreed and understood that no representation or warranty is made by Sellers in this Agreement in respect of Intellectual Property matters, other than the representations and warranties set forth in this Section 3.16.

3.17     Certain Assets.

Except as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

(a)     The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in or a valid license for, or other valid right to use, all of their assets, rights and properties, whether tangible or intangible, including all of the assets reflected on the Interim Balance Sheet (other than Owned Real Property, Leased Real Property, and assets disposed of in the ordinary course of business, consistent with past practice, since the Interim Balance Sheet Date) or used in connection with the Business (collectively, the “Company Assets”), free and clear of all Liens except for Permitted Liens.

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(b)     All of the tangible Company Assets are in good operating condition and repair (with the exception of normal wear and tear), and are free from defects other than such minor defects as do not interfere with the intended use thereof in the conduct of normal operations, and are adequate and suitable for their present uses.

3.18     Business Relationships.

(a)     There are no material disputes outstanding with any of the ten (10) largest customers of the Company and its Subsidiaries (on a consolidated basis by dollar value of net sales to such customers) for the fiscal years ended December 31, 2014 and December 31, 2013, nor has any such customer indicated in writing any intention to terminate or materially change the terms of its relationship with the Company or its Subsidiaries.

(b)     There are no material disputes outstanding with any of the ten (10) largest vendors and suppliers of the Company and its Subsidiaries (on a consolidated basis by dollar value of net purchases from such vendors and suppliers) for the fiscal years ended December 31, 2014 and December 31, 2013, nor has any such vendor or supplier indicated in writing any intention to terminate or materially change the terms of its relationship with the Company or its Subsidiaries.

3.19     Insurance. With respect to all policies of insurance maintained by the Company and its Subsidiaries with respect to their properties, assets and businesses that are currently in force, all required premiums have been paid with respect to such insurance policies through the date hereof, except where such failures to pay premiums would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of Sellers, any insurance required to be maintained by the Company and each Subsidiary under any Contract is so maintained. Neither the Company nor any of its Subsidiaries is in default with respect to its obligations under any insurance policy maintained by it, nor has the Company or any of its Subsidiaries been denied insurance coverage (except to the extent that specific insurers may have declined to provide quotes when coverage was marketed at renewal), except where such defaults or denials would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any self-insurance or co-insurance programs.

3.20     Inventory. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the inventory of the Company and its Subsidiaries is in good and marketable condition and is usable and of a quality saleable in the ordinary course of business consistent with past practice.

3.21     Food Regulatory Compliance. Except as would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

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(a)     No license, approval, clearance, authorization, registration, certificate, permit, filing, notification or supplement or amendment thereto required for the Company and its Subsidiaries to operate their respective businesses that the Company or any of its Subsidiaries has received or made to the FDA or the United States Department of Agriculture has been materially limited, suspended, modified or revoked. To the Knowledge of Sellers, there is no reason to believe that the FDA or United States Department of Agriculture is considering such action.

(b)     There is no actual, or to the Knowledge of Sellers, threatened, enforcement action by the FDA, the United States Department of Agriculture or any other Governmental Entity that has jurisdiction over the Company or any of its Subsidiaries, and none of the Company, the Company’s Subsidiaries nor the Sellers have (i) received written notice of any pending or threatened claim against the Company or any of its Subsidiaries for such an enforcement action, or (ii) received any written communication that any Governmental Entity is considering such action.

(c)     All reports, documents, claims and notices required to be filed, maintained or furnished to the FDA or the United States Department of Agriculture by the Company or any of its Subsidiaries have been so filed, maintained or furnished.

(d)     Neither the Company nor any of its Subsidiaries has received any FDA Form 483, notice of adverse finding, warning letters, untitled letters or other written correspondence or written notice from the FDA, the United States Department of Agriculture or any counterpart state Governmental Entity alleging or asserting noncompliance with any applicable Law, any licenses, approvals, clearances, authorizations, registrations, certificates, permits, filings, notifications and supplements or amendments thereto required by any applicable Law, and, to the Knowledge of Sellers, there is no reason to believe that any such party is considering such action.

(e)     Every product sold by the Company or any of its Subsidiaries is in compliance with, and the Company’s and the Company’s Subsidiaries’ operations related to each such product have been and are in compliance with, all applicable requiremets of the Federal Food, Drug, and Cosmetic Act, as amended (the “FFDCA”), and implementing regulations and requirements adopted by the FDA in Title 21 of the Code of Federal Regulations (including FFDCA’s prohibitions against adulteration and misbranding of food; applicable requirements of the Food Safety Modernization Act; 21 C.F.R. pt. 1 Subpart H (Registration Of Food Facilities); 21 C.F.R. pt. 101 (Food Labeling); 21 C.F.R. pt. 110 (Current Good Manufacturing Practice In Manufacturing, Packing, Or Holding Human Food); and 21 C.F.R. pt. 170 (Food Additives)); the Perishable Agricultural Commodities Act (PACA) (7 U.S.C. § 499a et seq.); and all applicable Laws enforced by any Governmental Entity with jurisdiction over foods or food additives and any of the Company’s or the Company’s Subsidiaries’ operations.

3.22     Product Liability. Since January 1, 2013, (a) there have been no products distributed or sold by the Company or any of its Subsidiaries that have been recalled (whether voluntarily or otherwise) by the Company or any of its Subsidiaries and (b) there have been no actions (whether completed or pending) seeking the recall, suspension or seizure of, or notification in respect of, any products distributed or sold by the Company or any of its Subsidiaries, except in the case of (a) and (b) for recalls or actions that would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

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3.23     Product Warranties. Since January 1, 2013, each product produced, sold or delivered by the Company or any Subsidiary of the Company was at all times when such actions occurred in conformance with all applicable Contractual obligations, including all applicable express and implied warranties, except for failures to be in material conformance that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has any liability for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims shown on the Interim Balance Sheet, except for liabilities that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No product produced, sold or delivered by the Company or any Subsidiary of the Company is subject to any guarantee, warranty or other indemnity beyond the applicable standard terms and conditions of sale, except for any other guarantees, warranties or other indemnities that would not be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.24     Brokers. Except for the Persons set forth in Section 3.25 of the Seller Disclosure Schedule, whose fees with respect to the transactions contemplated by this Agreement will be borne by Sellers, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Sellers.

3.25     Governmental Approvals. Without limiting the foregoing, to the Knowledge of Sellers, there is no material fact relating to the Company or any of its Subsidiaries’ respective businesses, operations, financial condition or legal status, including any officer’s, director’s or current employee’s status, that would reasonably be expected to impair the ability of the Parties to this Agreement to obtain, on a timely basis, any authorization, consent, Order, declaration or approval of, or ability to contract with, any Governmental Entity or third party necessary for the consummation of the transactions contemplated by this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in the disclosure schedule delivered to Sellers prior to the execution of this Agreement (the “Purchaser Disclosure Schedule”), Purchaser represents and warrants to Sellers as follows:

4.1     Organization and Qualification.

(a)     Purchaser is duly organized, validly existing and in good standing under the Laws of Canada, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted.

(b)     Purchaser is qualified to do business and is in good standing as a foreign Person in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification.

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4.2     Authority Relative to this Agreement. Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement. The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary action on the part of Purchaser and no other proceedings on the part of Purchaser are necessary to authorize the execution and delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Sellers, constitutes a valid, legal and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at Law).

4.3     Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated by this Agreement, except compliance with the applicable requirements of the HSR Act. Assuming compliance with the items described in the preceding sentence, and except as would not impair in any material respect the ability of Sellers or Purchaser, as the case may be, to perform their respective obligations under this Agreement or prevent or materially delay the consummation of the Sale, neither the execution, delivery and performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated by this Agreement will (A) conflict with or result in any breach, violation or infringement of any provision of the respective articles of incorporation or bylaws (or similar governing documents) of Purchaser or any of its Subsidiaries, (B) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material Contract to which Purchaser or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (C) violate or infringe any Law applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets.

4.4     Availability of Funds. Purchaser will have available on the Closing Date funds sufficient to pay the Purchase Price and expenses and will be able to pay or otherwise perform the obligations of Purchaser under this Agreement. In no event shall the receipt or availability of any funds or financing by Purchaser or any Affiliate or any other financing or other transactions be a condition to any of Purchaser’s obligations hereunder.

4.5     Solvency.

(a)     Immediately after giving effect to the consummation of the transactions contemplated by this Agreement, each of Purchaser and its Subsidiaries will be Solvent. For purposes of this Section 4.5(a), “Solvent” means, with respect to any Person, that:

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(i)     the fair saleable value (determined on a going concern basis) of the assets of such Person shall be greater than the total amount of such Person’s liabilities (including all liabilities, whether or not reflected in a balance sheet prepared in accordance with GAAP, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed);

(ii)    such Person shall be able to pay its debts and obligations in the ordinary course of business as they become due; and

(iii)   such Person shall have adequate capital to carry on its businesses and all businesses in which it is about to engage.

4.6     Litigation. As of the date of this Agreement, (i) there is no civil, criminal or administrative Action pending, or to the Knowledge of Purchaser, threatened, against Purchaser or any of its Subsidiaries that would reasonably be expected to prevent, hinder or delay any of the transactions contemplated hereby, and (ii) neither Purchaser nor any Subsidiary thereof is subject to any outstanding Order, writ, or injunction that would reasonably be expected to prevent, hinder or delay any of the transactions contemplated hereby.

4.7     Broker’s Fees. Except for the Persons set forth in Section 4.7 of the Purchaser Disclosure Schedule, whose fees with respect to the transactions contemplated by this Agreement will be borne by Purchaser, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.

4.8     Acquisition of Securities for Investment. Purchaser is acquiring the Securities for the purpose of investment and not with a view toward or for resale in connection with any distribution thereof, or with any present intention of distributing or selling the Securities. Purchaser acknowledges that the Securities have not been registered under the Securities Act or any state securities Laws and agrees that the Securities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities Laws, in each case, to the extent applicable. Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D of the Securities Act.

4.9     Inspections; Limitation of Sellers’ Warranties. Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of its purchase of the Securities and is capable of such evaluation. Purchaser acknowledges and agrees that it (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company and its Subsidiaries, (ii) has been afforded the opportunity to ask questions of the officers and management employees of the Sellers, the Company and its Subsidiaries, and (iii) has been furnished with or been given sufficient access to such documents, information and records concerning the Company and its Subsidiaries and its businesses, financial condition and operations as Purchaser has requested and as it deems necessary or desirable in order to enter into this Agreement and the transactions contemplated hereby. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the representations and warranties contained in Article III. Except for the representations and warranties contained in Article III, Purchaser acknowledges that neither Sellers nor any other Person or entity on behalf of Sellers has made, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Sellers, the Company or any of its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Purchaser or any of its officers, directors, employees, agents, representatives, lenders, Affiliates or any other Person acting on its behalf by or on behalf of Sellers’ officers, directors, employees, agents, representatives, lenders or Affiliates.

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4.10     Financing. Purchaser has delivered to the Sellers a true and complete copy of the Commitment Letter (with respect to the related fee letter, redacted for provisions related to fees and the economic terms of the “securities demand” provisions; provided that none of the redacted provisions could adversely affect the conditionality, availability or amount of the Financing (other than, with respect to the amount of the Financing, as a result of original issue discount resulting from any issuance under the “securities demand” provisions). The Commitment Letter has not been amended or modified prior to the date hereof and, as of the date hereof, the commitments contained in the Commitment Letter have not been withdrawn, reduced, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which the Purchaser or their Affiliates is a party related to the funding (including the availability of the funding) of the Financing other than as expressly set forth in the Commitment Letter (except for the fee letter referenced above and any engagement letters or fee discount letters related to the Financing). Purchaser has fully paid or caused to be paid any and all commitment fees and any other fees required by the Commitment Letter to be paid on or prior to the date hereof. As of the date of this Agreement, the Commitment Letter is in full force and effect and is a valid and binding obligation of Purchaser and, to the knowledge of Purchaser, the other parties thereto, enforceable in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at Law), and is not subject to any conditions precedent related to the funding of the Financing that are not set forth in the Commitment Letter provided to the Sellers. As of the date of this Agreement, (i) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Purchaser or, to the knowledge of the Purchaser, any other party under the Commitment Letter and (ii) Purchaser reasonably believes that the conditions to the Financing contemplated in the Commitment Letter to be satisfied by Purchaser will be satisfied, at or prior to the time contemplated hereunder for the Closing (taking into account the expected timing of the Marketing Period).

4.11     Governmental Approvals. Without limiting the foregoing, to the Knowledge of Purchaser, there is no material fact relating to Purchaser or any of its Affiliates’ respective businesses, operations, financial condition or legal status, including any officer’s, director’s or current employee’s status, that would reasonably be expected to impair the ability of the Parties to this Agreement to obtain, on a timely basis, any authorization, consent, Order, declaration or approval of, or ability to contract with, any Governmental Entity or third party necessary for the consummation of the transactions contemplated by this Agreement.

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ARTICLE V

COVENANTS

5.1     Access to Books and Records.

(a)     After the date of this Agreement, Sellers shall afford to representatives of Purchaser reasonable access to the books and records of the Company and its Subsidiaries during normal business hours consistent with applicable Law, upon reasonable notice and in accordance with the reasonable procedures established by Sellers; provided, however, that Sellers shall make available, or cause the Company and any of its Subsidiaries to make available, Company Employee personnel files only after the Closing Date.

(b)     Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Company’s business by Sellers or the Company and its Subsidiaries, and Purchaser and its representatives shall not communicate with any of the employees of Sellers or the Company and its Subsidiaries without the prior written consent of the Sellers’ Representative. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Company or any of its Subsidiaries shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or contravene any Laws.

(c)     At and after Closing through the fifth anniversary of the Closing Date, subject to the reasonable confidentiality precautions of the party whose information is being accessed, Purchaser shall, and shall cause its respective Affiliates (including the Company and the Company’s Subsidiaries) to, afford the Sellers’ Representative and its representatives, during normal business hours, upon reasonable notice and at such requesting party’s expense, access to the books, records, properties and employees of the Company and its Subsidiaries to the extent that such access is reasonably necessary to (i) (A) prepare or audit financial statements, (B) prepare or file Tax Returns or (C) address Tax, accounting, financial or regulatory matters; and (ii) permit such requesting party and such requesting party’s representatives to make copies of such books and records for the foregoing purposes; provided, however, that nothing in this Agreement shall limit Sellers’ or Purchaser’s rights of discovery. If requested by Purchaser, such requesting party will provide reasonable substantiation of such requesting party’s purpose for such access to show that such access is for any of the foregoing purposes.

(d)     Purchaser agrees to hold all the books and records of the Company and its Subsidiaries existing on the Closing Date in accordance with its document retention policies or such longer time as may be required by Law, but in any event not less than five (5) years after the Closing Date.

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5.2     Confidentiality. From and after Closing until the third (3^rd) anniversary of the Closing Date, each Seller shall keep all documents, materials, records and other information that it has or has obtained prior to or after the Closing regarding Purchaser or its Affiliates or the Company and its Subsidiaries (“Confidential Information”) strictly confidential and will not disclose such information without Purchaser’s prior written consent, other than as required by Law; provided, that if any of the Sellers are required by Law to disclose Confidential Information, then they shall disclose only that portion of such information that is legally required to be disclosed and (to the extent permitted by Law) provide advance notice to Purchaser of such disclosure to the extent reasonably practicable and provide Purchaser or the Company or its Subsidiaries, as applicable, a reasonable opportunity to seek a protective order or other remedy and to reasonably cooperate with the seeking of such protective order or other remedy. “Confidential Information” shall not include information that (i) is or becomes publicly available (other than as a result of a disclosure in violation of this Section 5.2), (ii) is or becomes available to the Sellers or their Affiliates (other than by or with respect to the Company or any of its Subsidiaries) after the date hereof from a source that is not prohibited from disclosing such information to the Sellers or their Affiliates by a legal, contractual or fiduciary obligation or (iii) has been independently developed by the Sellers or their Affiliates (other than by or with respect to the Company or any of its Subsidiaries) after the date hereof without reference to Confidential Information.

5.3      Efforts.

(a)      Subject to the terms and conditions herein provided, Purchaser and Sellers shall, and Sellers shall cause the Company and its Subsidiaries to, use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, Purchaser shall, and Sellers shall cause the Company to, (A) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby no later than August 5, 2015, (B) make all other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby no later than August 5, 2015, and (C) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as possible.

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(b)     Purchaser and Sellers shall, and Sellers shall cause the Company to, in connection with the actions referenced in Section 5.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use reasonable best efforts to (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Parties and/or their counsel informed of any communication received by such party from, or given by such party to, the FTC or the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; and (iv) permit the other party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Sellers and Purchaser. Purchaser and Sellers shall, and Sellers shall cause the Company to, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or the Company, as the case may be) or its legal counsel.

(c) ;    In furtherance and not in limitation of the covenants of the Parties contained in Sections 5.3(a) and 5.3(b), Purchaser shall use its reasonable best efforts to avoid the entry of, or to resist or resolve, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including by (i) agreeing to any limitation on its rights under this Agreement or any of the agreements contemplated hereby, (ii) litigating through a decision by the applicable court on a motion for preliminary injunction any actual suit brought or pursued by any Governmental Entity or any other Person, or (iii) proposing, negotiating, offering to commit or effecting (A) any sale, divestiture, license, hold separate or other disposition of assets or business of Purchaser, the Company or any of their respective Subsidiaries or Affiliates, or (B) any restrictions on the control or conduct of any business of Purchaser or the Company or their respective Subsidiaries or Affiliates; provided, that Purchaser shall not be obligated to take or agree to take the actions set forth in clauses (i) through (iii) above if such actions would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the Business as conducted by Purchaser, the Company and their respective Affiliates after giving effect to the transactions contemplated by this Agreement. Purchaser shall not require the Company to, and the Company shall not be required to, take any action with respect to satisfying any Antitrust Laws that would bind the Company in the event the Closing does not occur.

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(d)     Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 5.3.

5.4     Conduct of Business.

(a)     During the period from the date of this Agreement to the Closing Date, or until the earlier termination of this Agreement in accordance with Article IX, except (i) as set forth in Section 5.4 of the Seller Disclosure Schedule, (ii) as expressly contemplated by this Agreement or (iii) as Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed; provided that Purchaser shall respond as soon as reasonably practicable but in no event later than five (5) Business Days following receipt of a written request for such response), Sellers agree that they will cause the Company and its Subsidiaries to, (w) conduct the Business in all material respects in the ordinary course consistent with past practice, (x) comply in all material respects with all applicable Laws, Orders and Permits, and (y) use their commercially reasonable efforts to preserve intact the Company’s business organization and relationships with its material lessors, licensors, suppliers, distributors and customers, and employees.

(b)     During the period from the date of this Agreement to the Closing Date, or until the earlier termination of this Agreement in accordance with Article IX, except (i) as set forth in Section 5.4 of the Seller Disclosure Schedule, (ii) as Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed; provided that Purchaser shall respond as soon as reasonably practicable but in no event later than five (5) Business Days following receipt of a written request from the Company for such response), (iii) as expressly contemplated by this Agreement, or (iv) as required by Law, Sellers covenant and agree that they shall cause the Company and its Subsidiaries not to take any of the following actions:

(i)     (A) amend or propose to amend their respective Organizational Documents, (B) split, combine or reclassify their outstanding capital stock or equity interests, or (C) declare, set aside or pay any dividend or distribution (whether in cash or in kind) to any Person other than a Subsidiary of the Company;

(ii)    (A) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire, any shares of their capital stock of any class or any debt or equity securities which are convertible into or exchangeable for such capital stock or equity securities, or amend any term of any outstanding equity securities or make any change to their capital structure, or (B) purchase, redeem or otherwise acquire or cancel any Securities or other equity securities;

(iii)   incur any Indebtedness; provided that the Company and its Subsidiaries may (A) incur Indebtedness to the extent that such Indebtedness will be repaid or extinguished prior the Closing, (B) incur intercompany Indebtedness, (C) incur such Indebtedness to replace or refinance existing credit facilities or other Indebtedness without increasing the principal amount thereunder (except to the extent such increase represents accrued interest and fees and expenses on the refinanced Indebtedness and customary underwriting, arrangement, or similar fees and related expenses), (D) draw on existing working capital credit facilities, including the Credit Agreement or replacements thereof, or (E) enter into guarantees of Indebtedness permitted by the foregoing clauses (A)-(D);

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(iv)   make any material acquisition of any assets or businesses for consideration in excess of $1,000,000 other than (A) purchases of inventory and supplies or acquisitions in the ordinary course of business consistent with past practice and (B) loans made to growers in the ordinary course of business consistent with past practice;

(v)    except as set forth in the capital budget of the Company and its Subsidiaries set forth on Schedule 5.4(b)(v), make any capital expenditures that are in the aggregate in excess of $500,000;

(vi)   enter into, amend or extend any collective bargaining or other labor agreements;

(vii)  (A) make any material Tax election or settle or compromise any material claim or assessment relating to Taxes; or (B) fail to prepare and timely file any Tax Returns required to be filed before Closing or timely withhold and remit any employment Taxes;

(viii) subject any material asset to any Lien, other than Permitted Liens;

(ix)    sell, lease, transfer or otherwise dispose of any material assets, other than sales of inventory in the ordinary course consistent with past practice;

(x)     except for changes in the ordinary course consistent with past practice, (A) adopt, enter into, amend or terminate any bonus, profit sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Benefit Plan for the benefit or welfare of any individual; (B) enter into or amend any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at will employment or employment subject to termination upon not more than 90 days’ notice by the Company or any Subsidiary of the Company without any obligation of the Company or any Subsidiary of the Company; or (C) increase any compensation or fringe benefit of any director, officer or management level employee or pay any benefit to any director, officer or management level employee, other than (x) pursuant to a then existing Benefit Plan and in amounts consistent with past practice and (y) payment of amounts to officers, directors and management level employees that constitute Transaction Expenses;

(xi)    adopt or change any of their accounting principles or the methods of applying such principles, except as required under GAAP or applicable Law;

(xii)   settle any pending or threatened litigation or proceeding before a Governmental Entity;

(xiii)  merge or consolidate with any Person, enter into any partnership, joint venture, association or other business organization, or otherwise adopt a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization;

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(xiv) amend in any material respect any Significant Contracts (except for amendments made in the ordinary course of business consistent with past practice), or terminate any Significant Contract (except for a termination resulting from the expiration of a contract in accordance with its terms), or enter into any agreement or arrangement that would be a Significant Contract if entered into immediately prior to the date hereof (except for agreements or arrangements made in the ordinary course of business consistent with past practice); or

(xv) agree or commit to take any action described in this Section 5.4(b).

(c)     Notwithstanding the foregoing, nothing in this Section 5.4 shall prohibit or otherwise restrict in any way the operation of the business of Sellers and their Subsidiaries, investors and Affiliates except solely with respect to the operations of the Company and its Subsidiaries.

5.5     Consents. Sellers shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser to obtain any consents required from third parties in connection with the consummation of the transactions contemplated by this Agreement pursuant to the Significant Contracts; provided that (a) in no event shall Sellers, the Company or Purchaser be required to pay any consideration for any such consents to any third party from whom consent or approval is requested, and (b) in no event shall the receipt or availability of any such consents be a condition to any of Purchaser’s obligations hereunder.

5.6     Public Announcements. No Party to this Agreement or any Affiliate or representative of such Party shall issue or cause the publication of the initial press release or other public announcement in respect of this Agreement or make any other public communication regarding the transactions contemplated by this Agreement without the prior written consent of the Purchaser, on the one hand, or Sellers’ Representative, on the other hand (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or stock exchange rules, in which case the Party required to publish such press release or public announcement or make such other communication shall use reasonable best efforts to provide the other Party a reasonable opportunity to comment on such press release or public announcement in advance of such publication or such other communication in advance of the time it is made.

5.7     Litigation Support. In the event and for so long as any Seller or its Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by a third party in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Company and its Subsidiaries, Purchaser shall, and shall cause its Subsidiaries and Affiliates (and its and their officers and employees) to, cooperate with Sellers and their Affiliates and their respective counsel (at the expense of Sellers and their Affiliates) in such prosecution, contest or defenses, including making available its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense.

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5.8     Directors and Officers.

(a)     From and after the Closing until the sixth anniversary thereof, Purchaser shall and shall cause the Company and its Subsidiaries to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, directors, partners, members, managers or employees of the Company and its Subsidiaries (or their respective predecessors) (collectively, the “Seller Indemnitees”), as provided in (i) the Organizational Documents of the Company and its Subsidiaries in effect on the date of this Agreement or (ii) any agreement providing for indemnification by the Company and its Subsidiaries of any of the Seller Indemnitees in effect on the date of this Agreement to which Sellers or the Company or any of its Subsidiaries are a party, all of which are listed on Section 5.8(a) of the Seller Disclosure Schedule, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Company or its Subsidiaries. Prior to the Closing Date, the Company may, or if the Company does not, the Purchaser shall, obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the Closing Date with terms, conditions, retentions and limits of liability that are substantially similar as the Company and its Subsidiaries’ existing policies with respect to any matter claimed against a director or officer of the Company or its Subsidiaries by reason of him or her serving in such capacity that existed or occurred on or prior to the Closing Date (including in connection with this Agreement or the transactions or actions contemplated hereby), provided, however, that Purchaser shall not be obligated to expend more than 300% of the annual premium for the current policies of directors’ and officers’ liability insurance.

(i)     In the event that the Company, any of the Company’s Subsidiaries, Purchaser or any of their respective successors or assigns (A) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers or conveys all or a majority of their respective properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company, any of the Company’s Subsidiaries or Purchaser, as the case may be, shall succeed to the obligations set forth in this Section 5.8.

(ii)    The obligations of Purchaser under this Section 5.8(a) shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.8(a) applies without the express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.8(a) applies shall be third-party beneficiaries of this Section 5.8(a)).

(b)     The Company and each of its Subsidiaries shall cause to be delivered to Purchaser on the Closing Date such resignations of members of the boards of directors and officers of the Company and its Subsidiaries as set forth on Section 5.8(b) of the Seller Disclosure Schedule, such resignations to be effective concurrently with the Closing.

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5.9     Financing and Financing Cooperation.

(a)     Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter (including any “securities demand” provisions contemplated by the fee letter associated with the Commitment Letter), including using reasonable best efforts to, as promptly as possible, (i) satisfy, or cause to be satisfied, on a timely basis (taking into account the expected timing of the Marketing Period) all conditions applicable to the Purchaser to funding in the Commitment Letter that are within its control; (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including any “securities demand” provisions contemplated by the fee letter associated with the Commitment Letter) contemplated by the Commitment Letter (the “Debt Documents”); (iii) comply with its obligations under the Commitment Letter; (iv) if the conditions to the Financing have been satisfied, consummate the Financing at or prior to Closing; and (v) enforce its rights under the Commitment Letter (including through litigation pursued in good faith) to the extent that the failure to enforce would adversely impact the amount or timing of the Financing (taking into accounting the expected timing of the Marketing Period) or the availability of the Financing at Closing. Purchaser shall give the Sellers’ Representative prompt written notice (A) of any breach or default by any party to the Commitment Letter or other Debt Document, if applicable, of which Purchaser becomes aware (B) if and when Purchaser becomes aware that it will not be able to obtain all or any portion of the Financing contemplated by the Commitment Letter, (C) of the receipt of any written notice or other written communication, in each case, from a Financing Arranger, alleging (1) any actual or potential breach, default, termination or repudiation by any party to the Commitment Letter or other Debt Document, if applicable, or (2) material dispute or disagreement between or among any parties to the Commitment Letter or other Debt Document, if applicable (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or Debt Documents), with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, in each case, that would make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or delay the availability of the Financing. Without limiting the foregoing, Purchaser shall keep the Sellers’ Representative informed on a reasonably current basis in reasonable detail of the material developments concerning the status of their efforts to arrange the Financing and provide to the Sellers’ Representative, upon its reasonable request, copies of executed copies of the material definitive documents related to the Financing, if any, and such other information and documentation available to them as shall be reasonably requested by the Sellers’ Representative for purposes of monitoring the progress of the financing activities. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (after taking into account “securities demand” provisions contemplated by the fee letter associated with the Commitment Letter), Purchaser shall use all reasonable best efforts to arrange to obtain in replacement thereof alternative financing, including from alternative sources, in an amount sufficient, when added to the portion of the Financing that is available and any cash of the Company and its Subsidiaries on hand at the Closing Date, to pay the Financing purposes (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 5.9 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement, all references to the Financing shall be deemed to include such Alternative Financing and all references to the Commitment Letter or other Debt Documents shall include the applicable documents for the Alternative Financing. Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to consummate the Financing until the final day of the Marketing Period. Purchaser shall not permit, without the prior written consent of the Sellers’ Representative, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Commitment Letter that would (w) adversely impact the ability to enforce any rights under the Commitment Letter, (x) reduce the aggregate amount of the Financing under the Commitment Letter (including by changing the amount of fees to be paid or original issue discount thereof (except as set forth in any “securities demand” provisions contemplated by the fee letter associated with the Commitment Letter)), (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Financing or (z) prevent or materially impair or delay the consummation of the Financing or of the transaction contemplated by this Agreement, or terminate the Commitment Letter (it being understood and agreed that, in any event, Purchaser may amend the Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Commitment Letter as of the date of this Agreement). Notwithstanding anything to the contrary in this Agreement, compliance by Purchaser with this Section 5.9(a) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement, whether or not the Financing or Alternative Financing is available.

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(b)     From and after the date hereof, and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article IX, Sellers shall, and Sellers shall cause each of the Company and the Company’s Subsidiaries, and shall use their respective commercially reasonable efforts to cause each of their respective senior management, advisors and other representatives to, provide cooperation reasonably requested by Purchaser to assist Purchaser in the arrangement, syndication and obtaining of any debt or equity financing (“Financing”) for the purposes of financing the Purchase Price and any other amounts required to be paid by Purchaser in connection with the consummation of the transactions contemplated by this Agreement (it being acknowledged and agreed by Purchaser that, notwithstanding anything in this Agreement to the contrary, the receipt of any such Financing is not a condition to the consummation of the Closing or any of the other transactions contemplated by this Agreement), including using their reasonable best efforts to (i) participate in a reasonable number of meetings, drafting sessions, due diligence sessions, presentations, road shows and sessions with rating agencies, Financing Arrangers and prospective Financing Arrangers; (ii) participate in reasonable and customary due diligence; (iii) furnish Purchaser (which Purchaser may in turn furnish to the financial institutions providing or arranging the Financing, including any underwriters, initial purchasers or placement agents participating in the Financing (collectively, the “Financing Arrangers”)) as promptly as reasonably practicable with all Required Information and such other customary historical financial and other pertinent information regarding the Company and its Subsidiaries, in each case as may be reasonably requested by Purchaser to assist in the preparation of the Offering Documents (including to enable the Purchaser to prepare an abbreviated “Business” section, an abbreviated “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a description of risk factors relating to the business of the Company and its Subsidiaries) and all supplements thereto and the preparation of the pro forma financial statements referred to in paragraphs 5 and 10 of Exhibit D to the Commitment Letter and to structure, arrange, syndicate and consummate the Financing, provided that nothing in this Agreement shall require the Company to prepare pro forma financial information or , which shall be the responsibility of the Purchaser, and, for the avoidance of doubt, the Purchaser shall be responsible for any pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments desired to be incorporated into any Offering Documents, provided, further, that the foregoing proviso shall not absolve the Company and its Subsidiaries from its obligations under this Section 5.9(b) to use reasonable best efforts to assist the Purchaser in the Purchaser’s preparation or computation of any such information or projections; (iv) assist in the preparation of customary materials for rating agency presentations, road show materials and similar documents required in connection with the Financing and other customary materials to be used in connection with arranging, syndicating and obtaining the Financing; (v) facilitate the pledging of collateral as may be reasonably requested by Purchaser (including the delivery of original share certificates, together with share powers executed in blank, with respect to the Company and its Subsidiaries); (vi) use commercially reasonable efforts to cause their independent accountants to provide customary assistance and cooperation in the Financing as reasonably requested by Purchaser, including (A) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (B) providing any necessary customary consents to use their audit reports relating to the Business and (C) providing any necessary customary “comfort” (including “negative assurance comfort”) letters; (vii) cooperate with Purchaser to the extent within the control of the Company and its Subsidiaries, and take all organizational actions, subject to the occurrence of the Closing, reasonably requested by Purchaser to permit the consummation of the Financing;

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(viii) at least three (3) Business Days prior to the Closing, provide all documentation and other information about the Company and each of its Subsidiaries as is reasonably requested in writing by Purchaser at least eight Business Days prior to the Closing in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act; and (ix) take such actions as may be reasonably requested by Purchaser and necessary to permit the lenders under Purchaser’s existing asset-based revolving credit facility to evaluate the Company’s inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory, equipment and real property appraisals contemplated by such facility within the time frame described therein). Notwithstanding anything in this Section 5.9 to the contrary, nothing in this Section 5.9 will require such cooperation to the extent that it would (1) unreasonably disrupt or interfere with the business or operations of Sellers, the Company, the Company’s Subsidiaries or any of their Affiliates, (2) require Sellers, the Company, the Company’s Subsidiaries or any of their Affiliates to pay any fees, incur or reimburse any out-of-pocket costs or expenses, or make any payment in connection with the Financing, prior to the occurrence of the Closing Date (except, in the case of ordinary course out-of-pocket costs and expenses to the extent Purchaser promptly, within three (3) Business Days, reimburses such Person for such costs and expenses, or to the extent Purchaser provides the funding (in all other cases) to such Person for such costs and expenses), or (3) require Sellers, the Company, the Company’s Subsidiaries or any of their Affiliates to incur any liability or enter into any Contract, or agree to any change or modification of any Contract, that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur. Purchaser shall promptly, within three (3) Business Days, upon request by Sellers, reimburse Sellers for all reasonable and documented costs and expenses (including reasonable attorneys’ fees) incurred by Sellers, the Company, the Company’s Subsidiaries or any of their Affiliates or their respective representatives in connection with the Financing. Purchaser will indemnify and hold harmless the Sellers, the Company, the Company’s Subsidiaries and their Affiliates from and against any and all Losses of any type actually suffered or incurred by any of them in connection with any action taken, or cooperation provided, by such Persons or any of their respective representatives at the request of Purchaser pursuant to this Section 5.9 and/or the provision of information utilized in connection therewith (other than information provided in writing by Sellers, the Company, the Company’s Subsidiaries or any of their Affiliates specifically for use in connection therewith); in each case, except to the extent that any such Losses are suffered or incurred as a result of fraud or willful misconduct by Sellers, the Company, the Company’s Subsidiaries or any of their Affiliates. The Company hereby consents to the use of the Company’s and its Subsidiaries logos in connection with the Financing in a form and manner mutually agreed in advance with the Company; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries.

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5.10     Restrictive Covenants.

(a)     For three years following the Closing Date, subject to the other terms of this Section 5.10: (i) each of the Sellers, other than the Sellers set forth on Schedule II hereto (the “Management Sellers”), shall not directly or indirectly through any Affiliate own, hold or control a majority of the voting equity interests in any Person whose primary business is either (A) the Business (as conducted by the Company and its Subsidiaries as of the Closing Date) in the United States, Canada or Mexico or (B) the business of importing frozen fruit into the United States (clauses (A) and (B) collectively, the “Restricted Business”); and (ii) the Management Sellers shall not engage in the Restricted Business in the United States, Canada or Mexico, or be employed (or act as a consultant or render services to) in the Restricted Business by any Person engaged in the Restricted Business.

(b)     For three years following the Closing Date, subject to the other terms of this Section 5.10, each of the Sellers shall not directly or indirectly through any Affiliate, solicit for employment (whether as an employee, consultant or otherwise) any executive officer or management-level employee of or similar management-level consultant to the Company or its Subsidiaries who has any responsibility for or involvement with the Restricted Business, provided, however, that nothing in this Section 5.10(b) shall preclude Sellers and their Affiliates and their respective officers, directors and employees from (A) soliciting any such individual who has not been employed by Purchaser or its Affiliates for a period of at least twelve months prior to commencement of employment discussions between Sellers, their Affiliates or their respective officers, directors or employees and such individual, or (B) making any general or public solicitation not targeted at employees of Purchaser or any of its Affiliates; or

(c)     For three years following the Closing Date, subject to the other terms of this Section 5.10, each of the Sellers shall not directly or indirectly through any Affiliate, make or publish any statements or comments that disparage or injure the reputation or goodwill of the Company or its Subsidiaries, any of their directors, officers, employees or agents, any of their subsidiaries or Affiliates, or any of the products or services of the Restricted Business.

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(d)     For three years following the Closing Date, subject to the other terms of this Section 5.10, each of the Sellers shall not directly or indirectly through any Affiliate, hire, engage the services or attempt to hire or engage any executive officer or management-level employee of or similar management-level consultant of the Company or its Subsidiaries, provided, however, that nothing in this Section 5.10(d) shall preclude Sellers and their Affiliates and their respective officers, directors and employees from hiring or engaging, or taking any other action with respect to any such individual who (i) has been terminated by Purchaser or its Affiliates or (ii) has not been employed by Purchaser or its Affiliates (other than by reason of a termination by Purchaser or its Affiliates) for a period of at least twelve months prior to commencement of employment discussions between Sellers, their Affiliates or their respective officers, directors or employees and such individual.

(e)     The Parties acknowledge and agree that the covenants and provisions in Section 5.10 are:

(i)     reasonable in duration, geographic area and scope; and

(ii)    separate and divisible and, if any such covenant or provision is determined to be unenforceable or invalid for any reason, it shall be reformed to have the closest possible effect, consistent with applicable Law, to the original covenant or provision and the remaining covenants shall be unaffected.

(f)     The Parties acknowledge and agree that, in the event of any breach of any covenant in this Section 5.10, money damages may not be a sufficient remedy, and the terms of Section 11.10 shall apply to this Section 5.10.

5.11     R&W Insurance Policy. Purchaser will execute and enter into the R&W Insurance Policy at or prior to the Closing on the terms and in the form made available to Sellers prior to the date hereof.

5.12     280G Consents. Prior to the Closing Date, the Company shall seek approval by the stockholders, in accordance with Section 280G(b)(5)(B) of the Code, of the right of any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) to receive or retain any payments that would, in the absence of such stockholder approval, constitute “excess parachute payments” within the meaning of Section 280G of the Code. Prior to seeking such approval, the Company will use its reasonable efforts to obtain from each disqualified individual waivers that provide that no payments and/or benefits that would separately or in the aggregate constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (“Parachute Payments”) with respect to such disqualified individual shall, in the absence of such stockholder approval referred to in the immediately preceding sentence, be payable to or retained by such disqualified individual to the extent such Parachute Payments would not be deductible by reason of the application of Section 280G of the Code or would result in the imposition of the excise tax under Section 4999 of the Code on such disqualified individual. All materials produced by the Company in connection with the implementation of this Section 5.12 shall be provided to Purchaser at least five (5) Business Days in advance for Purchaser’s review and comment, and the Company shall consider any of Puchaser’s requested changes or comments in good faith and not unreasonably omit them.

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ARTICLE VI

EMPLOYEE MATTERS

6.1     Treatment of Employees.

(a)     For a period of one (1) year following the Closing, Purchaser shall provide, or shall cause to be provided, to each non-seasonal employee of the Company and its Subsidiaries (each, a “Company Employee”) who remains in the employ of the Company (or any other affiliate of Purchaser) (i) base compensation and bonus opportunities that are no less favorable than were provided to the Company Employee immediately before Closing and (ii) all other compensation and benefits that are either (A) substantially comparable in the aggregate to all other compensation and benefits provided to the Company Employee immediately before the Closing or (B) no less favorable than the compensation and benefits provided to similarly-situated employees of Purchaser and its Subsidiaries. Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall or shall cause the Company or one of its Subsidiaries to provide each Company Employee whose employment terminates during the one-year period following the Closing severance benefits for qualifying terminations on the same terms and conditions as provided to similarly situated employees of Purchaser and its Subsidiaries (other than the Company Employees) under the severance arrangements of Purchaser and its Subsidiaries.

(b)     For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Company Employees after the Closing (the “New Plans”), each Company Employee shall be credited with his or her years of service with Sellers and their Subsidiaries and their respective predecessors before the Closing, to the same extent as such Company Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Closing; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or for purposes of benefit accruals under any defined benefit pension plan or eligibility for any retiree medical plan. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Company Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Sellers or their Subsidiaries in which such employee participated immediately prior to the Closing, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents under the Old Plans (to the extent such expenses were incurred in the New Plan’s then current plan year) to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the New Plan’s applicable plan year as if such amounts had been paid in accordance with such New Plan.

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6.2     No Third-Party Beneficiaries. The provisions of this Article VI are solely for the benefit of the Parties and are not intended to confer upon any other Persons any rights or remedies hereunder. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Purchaser or any of its Affiliates, at any time after the Closing, from (a) amending, merging, modifying, terminating, eliminating, reducing or otherwise altering in any respect any Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any Benefit Plan or (b) terminating the employment of any Company Employee after the Closing, provided any such termination is effected in accordance with applicable Law.

ARTICLE VII

TAX MATTERS

7.1     Cooperation and Exchange of Information.

(a)     Sellers and Purchaser agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books, records and personnel, including their respective accountants and other representatives) and assistance relating to the Company and its Subsidiaries as is reasonably requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Tax Proceeding.

(b)     Sellers and Purchaser shall reasonably cooperate with each other in the conduct of any Tax Proceeding involving or otherwise relating to the Company and its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 7.1. Such cooperation also will include promptly forwarding copies (to the extent related thereto) of relevant Tax notices, forms or other communications received from or sent to any Governmental Entity. Any information obtained under this Section 7.1(b) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Tax Proceeding.

7.2     Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, each of Purchaser, on the one hand, and Sellers, on the other hand, shall pay, when due, and be responsible for, fifty percent (50%) of any sales, use, transfer, gains, documentary, stamp, value added or similar Taxes and related fees imposed on or payable in connection with the transactions contemplated by this Agreement (“Transfer Taxes”). The Party responsible under applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other Party. Sellers and Purchaser shall, and shall cause their respective Affiliates to, cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes.

7.3     Tax Returns. The Company will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company or any of its Subsidiaries required to be filed on or before the Closing Date (after taking into account extensions therefor) and any consolidated or other returns reflecting the activities of the Company and its Subsidiaries. Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company and its Subsidiaries required to be filed after the Closing Date (after taking into account extensions therefor).

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ARTICLE VIII

CONDITIONS TO OBLIGATIONS TO CLOSE

8.1     Conditions to Obligation of Each Party to Close. The respective obligations of each Party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)     Antitrust Approvals. The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination or approval shall have been granted.

(b)     No Injunctions. There shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining, having the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of the transactions contemplated hereby.

(c)     No Illegality. No Law shall have been enacted, entered, promulgated and remain in effect that prohibits or makes illegal consummation of the Sale.

8.2     Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

(a)     Representations and Warranties. The representations and warranties of Sellers contained in this Agreement shall be true and correct as of the Closing Date (or, if made as of a specific date, as of such date) as if made on and as of the Closing Date (or, if made as of a specific date, as of such date) except where the failure of such representations and warranties to be true and correct as of the Closing Date (or, if made as of a specific date, as of such date) (without giving regard to any materiality or “Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, however, that the representations and warranties of Sellers in Sections 3.1(a), 3.2(b), 3.2(c), and 3.3 shall be true and correct in all but de minimis respects as of the Closing Date (or, if made as of a specified date, as of such date) as if made on and as of the Closing Date (or, if made as of a specific date, as of such date).

(b)     Covenants and Agreements. The covenants and agreements of Sellers to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects.

(c)     Material Adverse Effect. Between the date of this Agreement and the Closing Date, there shall have been no event, circumstance, development, change or effect that would reasonably be expected to have a Material Adverse Effect.

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(d)     Officer’s Certificate. Purchaser shall have received a certificate, dated as of the Closing Date and signed on behalf of Sellers by a duly authorized executive officer of Sellers, stating that the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(c) have been satisfied.

(e)     Credit Agreement. Purchaser shall have received a duly executed customary payoff letter, together with any related release documentation, in form and substance reasonably satisfactory to Purchaser with respect to the Credit Agreement and the repayment in full of the obligations thereunder and full release of and termination of any Liens and guarantees in connection therewith.

8.3     Conditions to Sellers’ Obligation to Close. The obligations of Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

(a)     Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date (or, if made as of a specific date, as of such date) as if made on and as of the Closing Date except where the failure of such representations and warranties to be true and correct as of the Closing Date (or, if made as of a specific date, as of such date) (without giving regard to any materiality or qualifications set forth therein) would not reasonably be expected to have a material adverse effect on Purchaser’s ability to timely consummate the transactions contemplated hereby; provided, however, that the representations and warranties of Purchaser in Sections 4.1(a) and 4.2 shall be true and correct in all but de minimis respects as of the Closing Date (or, if made as of a specified date, as of such date) as if made on and as of the Closing Date (or, if made as of a specific date, as of such date).

(b)     Covenants and Agreements. The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects.

(c)     Officer’s Certificate. Sellers shall have received a certificate, dated as of the Closing Date and signed on behalf of Purchaser by an executive officer of Purchaser, stating that the conditions specified in Sections 8.3(a) and 8.3(b) have been satisfied.

8.4     Frustration of Closing Conditions. Neither Sellers nor Purchaser may rely on the failure of any condition set forth in Section 8.1, 8.2 or 8.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

ARTICLE IX

TERMINATION

9.1     Termination. This Agreement may be terminated at any time prior to the Closing:

(a)     by mutual written consent of Sellers’ Representative and Purchaser;

(b)     by either Sellers’ Representative or Purchaser, if:

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(i)     the Closing shall not have occurred on or before the date that is four (4) months after the date hereof (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any Party to this Agreement whose failure or whose Affiliate’s failure to perform any material covenant or obligation under this Agreement has been the cause of or has resulted in the failure of the transactions contemplated by this Agreement to occur on or before such date; and provided, further, that Sellers’ Representative or Purchaser may extend the Outside Date up to February 3, 2016 if (x) all conditions to closing set forth in Article VIII are satisfied or waived other than the conditions set forth in Section 8.1 and conditions that by their nature are to be satisfied at the Closing and (y) the Parties are still actively seeking in good faith approval under the HSR Act; and provided, further, that Sellers’ Representative may extend the Outside Date up to February 3, 2016 if (x) all conditions to closing set forth in Article VIII are satisfied or waived other than conditions that by their nature are to be satisfied at the Closing and (y) the Closing has not occurred.

(ii)     if any Order issued, or Law enacted, entered or promulgated, by a Governmental Entity permanently restrains, enjoins or prohibits or makes illegal the consummation of the Sale in a manner that would give rise to the failure of a condition set forth in Section 8.1(b) or 8.1(c), and such Order becomes effective, final and nonappealable (except for Orders relating to Antitrust Laws, which shall be governed by Section 9.1(b)(iii)); provided, however, that the Party seeking to terminate this Agreement pursuant to this Section 9.1(b)(ii) shall have complied with its obligations under Section 5.3; or

(iii) if any Governmental Entity that must grant a permit, authorization, consent, approval, expiration or termination required by Section 8.1(a) shall have denied such grant in a manner that would give rise to the failure of a condition set forth in Section 8.1(a) and such denial shall have become final and nonappealable; provided, however, that the Party seeking to terminate this Agreement pursuant to this Section 9.1(b)(iii) shall have used its reasonable best efforts to obtain such permit, authorization, consent, approval, expiration or termination to the extent required by Section 5.3.

(c)     by Sellers’ Representative if Purchaser shall have breached any of its representations or warranties contained in this Agreement or any such representations or warranties fail to be true and correct or the Purchaser shall have breached or failed to perform any of its covenants or other agreements contained in this Agreement, and such breaches or failures to perform (A) would give rise to the failure of a condition set forth in Section 8.3(a) or 8.3(b) and (B) (x) cannot be cured prior to the Outside Date or (y) has not been cured prior to the date that is thirty (30) days from the date that Sellers’ Representative notifies Purchaser of such breach or failure to perform;

(d) by Purchaser if Sellers shall have breached any of their representations or warranties contained in this Agreement or any such representations or warranties fail to be true and correct or the Sellers shall have breached or failed to perform any of their respective covenants or other agreements contained in this Agreement, and such breaches or failures to perform (A) would give rise to the failure of a condition set forth in Section 8.2(a) or 8.2(b) and (B) (x) cannot be cured prior to the Outside Date or (y) has not been cured prior to the date that is thirty (30) days from the date that Purchaser notifies Sellers of such breach or failure to perform; and

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(e)     by Sellers if Closing has not occurred by the date upon which the Closing is required to occur pursuant to Section 2.4.

9.2     Notice of Termination. In the event of termination of this Agreement by either or both of Sellers and Purchaser pursuant to Section 9.1, written notice of such termination shall be given by the terminating Party to the other Party to this Agreement.

9.3     Effect of Termination. In the event of termination of this Agreement by either or both of Sellers and Purchaser pursuant to Section 9.1, this Agreement shall terminate and become void and have no effect, and there shall be no liability on the part of any Party to this Agreement, except that Section 5.2 (Confidentiality), Section 5.6 (Public Announcements), Section 5.7 (Litigation Support), Section 9.4 (Expenses), and Article XI (General Provisions) shall survive any termination of this Agreement; provided, however, that nothing in this Agreement shall relieve either Party hereto from liability for (a) failure to perform the obligations set forth in Section 5.2; (b) any fraud; or (c) the taking of any action or the failure to take any action with the knowledge or reckless disregard that such act or failure to act would be a material breach of this Agreement.

9.4     Expenses. Except as set forth in Article II, whether or not the Closing takes place, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses unless expressly otherwise contemplated in this Agreement.

ARTICLE X

INDEMNIFICATION

10.1    Limited Indemnification by Sellers. Subject to the limitations set forth in this Article X, from and after the Closing, each Seller will, solely from the Escrow Account, indemnify and hold harmless Purchaser and its Affiliates (and the officers, directors, managers, equity holders, employees and agents of each of them) (collectively, the “Purchaser Indemnified Parties” and individually, a “Purchaser Indemnified Party”) from and against (x) any and all Losses arising out of or resulting from, directly or indirectly, any breach of any representation or warranty made by any Seller in Article III of this Agreement; and (y) the Losses specified on Section 10.1(y) of the Seller Disclosure Schedule, provided, that the Purchaser’s right to indemnification by the Sellers pursuant to this Section 10.1 shall be subject to the following limitations:

(a)     the Purchaser Indemnified Parties shall not be entitled to recover under Section 10.1(x) for any Losses that are not Losses for which the Purchaser Indemnified Parties would be entitled to recover under the R&W Insurance Policy but for the application of the retention under such R&W Insurance Policy;

(b)     the Purchaser Indemnified Parties shall not be entitled to recover under Section 10.1(x) for an individual claim or group of related claims with respect to any Losses unless and until the amount of Losses that otherwise would be payable pursuant to this Section 10.1 with -50- respect to such claim or group of related claims exceeds fifty thousand dollars ($50,000) (the “Per Claim Threshold”), and then the Purchaser Indemnified Parties shall be entitled to recover the full amount of such claim or group of related claims (subject to the other limitations set forth in this Article X);

(c)     the Purchaser Indemnified Parties shall not be entitled to recover under Section 10.1(x) until the total amount which the Purchaser Indemnified Parties would otherwise recover under this Section 10.1 (but for this Section 10.1(c)) exceeds on a cumulative basis an amount equal to $3,375,000 (the “Deductible”), and then only to the extent of any such excess, it being understood that any individual claims or group of related claims for amounts less than the Per Claim Threshold shall be ignored in determination whether the Deductible has been exceeded; and

(d) the aggregate liability of the Sellers under this Article X shall in no event exceed the Escrow Amount.

10.2    Certain Limitations and Covenants. Notwithstanding anything to the contrary:

(a)     Sellers shall have no liability for an indemnification claim under Section 10.1 unless Sellers’ Representative shall have received a Claim Notice with respect thereto on or before the 18-month anniversary of the Closing Date (the “Termination Date”). For each claim for indemnification under this Agreement regarding a breach of a representation or warranty that is made prior to the Termination Date, such claim and associated right to indemnification, subject to the limitations set forth in this Agreement, will not terminate before final determination and satisfaction of such claim.

(b)     Sellers will not have any right to indemnification from the Company or any Subsidiary under any of the Company’s or any Subsidiary’s operating agreements, organizational documents, or any agreement between the Company and any Subsidiary, on the one hand, and any such Seller, on the other hand, for any Losses to which Purchaser is entitled to indemnification under this Article X or would be entitled but for the limits on indemnification set forth in this Section 10.2.

(c)     No Indemnifying Party shall have any indemnification obligations for punitive damages, or any Losses that are not reasonably foreseeable; provided, however, that the foregoing shall not limit a Person’s ability to recover any such Losses to the extent awarded in connection with a Third-Party Claim.

(d)     All calculations of the amount of Losses for which indemnification is to be made pursuant to this Article X shall take into account applicable insurance to the extent of insurance proceeds actually recovered within 12 months following the date on which the Losses are paid and the costs of pursuing and making a claim under such insurance.

(e)     Payments that a Purchaser Indemnified Party is entitled to receive pursuant to this Article X shall be reduced to take account of any net Tax benefit actually realized by such Purchaser Indemnified Party or any Affiliate thereof in the taxable year of such Loss or any prior taxable year arising from the incurrence or payment of any such indemnified amount.

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(f)     From and after the Closing, Purchaser shall, and shall cause each of its Affiliates to, use its best efforts to pursue and attempt to recover under the Insurance Policy, and to cooperate with Sellers with respect to their pursuit of insurance under the Insurance Policy, for all Losses relating to the matter described in item 1 of Section 10.1(y) of the Seller Disclosure Schedule, and any Losses arising from such matter shall be reduced by the amount recovered under the Insurance Policy.

(g)     From and after the Closing, the indemnification rights provided by this Article X shall constitute the sole and exclusive monetary remedy of the Indemnified Parties for any breach of representations or warranties (but not, for the avoidance of doubt, of any covenants or agreements) of Sellers contained in this Agreement; provided, however, that nothing herein shall limit (i) any claim based on fraud, willful misrepresentation or willful breach, or (ii) any Party’s right to seek specific performance or injunctive relief. In furtherance of the foregoing, to the maximum extent permitted by applicable Law, Purchaser hereby waives and (if necessary to give effect to this Section 10.3(f)) will cause each of its Affiliates and each of its and its Affiliates’ officers, directors, equity holders, employees and agents to waive, all claims, causes of action and other remedies with respect to such Party against each Seller with respect to the Sellers’ representations and warranties as a matter of Contract, equity, under or based upon any applicable Law or otherwise (including for rescission), except to the extent expressly stated in this Article X.

10.3    Indemnification Claims. Any claim for indemnification under this Article X shall be brought and asserted by Purchaser by delivering written notice of such claim to the Sellers’ Representative (the “Claim Notice”). The Claim Notice shall set forth, in reasonable detail, the facts and circumstances giving rise to such claim and the amount of Losses actually incurred and, to the extent the Losses have not yet been incurred, a good faith, non-binding estimate of the amount of Losses that are reasonably expected to be incurred.

10.4    Third-Party Claims.

(a)     In the event that a Purchaser Indemnified Party receives written notice of the commencement of any third party claim or Action or of the imposition of any penalty or assessment, for which indemnity may be sought pursuant to this Article X (a “Third-Party Claim”), and the Purchaser Indemnified Party intends to seek indemnity pursuant to this Article X, the Purchaser Indemnified Party shall promptly provide the Indemnifying Party (and, if applicable, the Escrow Agent) with notice of such claim, Action, penalty or assessment to which the complaint or other papers commencing such Third-Party Claim shall be attached. In the event of failure to give such notice, the Purchaser Indemnified Party’s entitlement to indemnification hereunder in respect of such Third-Party Claim shall not be adversely affected except to the extent, if any, that the Indemnifying Party is materially prejudiced thereby.

(b)     Promptly after receiving a Claim Notice under Section 10.4(a), the Indemnifying Party will have the right, but not the obligation, to conduct the defense of such Third-Party Claim, at the expense of the Indemnifying Party, with counsel of its own choosing (subject to obtaining the written consent of the insurer under the R&W Insurance Policy, to the extent required by the R&W Insurance Policy, which consent will not be unreasonably withheld, conditioned or delayed), which counsel shall be reasonably satisfactory to the Purchaser Indemnified Party, by providing written notice to the Purchaser Indemnified Party within fifteen (15) days (or within the shorter period, if any, during which a defense must be commenced for the preservation of rights) after receipt of the Claim Notice under Section 10.4(a) (otherwise, such right to conduct such defense will be deemed waived); provided, that the Indemnifying Party shall be entitled to direct the defense for only so long as (i) the underlying claim is not in respect of any matter involving criminal liability; (ii) the primary remedy sought under the underlying claim is not the imposition of any equitable remedy that would be binding upon the Purchaser Indemnified Party or any of its Affiliates; and (iii) the amount of the Third-Party Claim and the amount of all other pending indemnification claims made by all Indemnified Parties, in each case, calculated based on the amount that would reasonably be expected to be paid with respect to such claims, do not exceed the Escrow Amount.

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(c)     If the Indemnifying Party elects to assume the defense of a Third-Party Claim pursuant to, and in accordance with, Section 10.4(b), the Purchaser Indemnified Party may participate in such defense with counsel of its own choosing, at its own expense, subject to the Indemnifying Party’s right to control the defense; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable attorneys’ fees of the Purchaser Indemnified Party if (i) the Purchaser Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the Purchaser Indemnifying Party, or (ii) there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. The Indemnifying Party will keep the Purchaser Indemnified Party reasonably informed of all matters material to such defense and Third-Party Claim at all stages thereof. In the event any proposed settlement of, or payment in respect of, any Third-Party Claim under this Article X provides for relief other than the payment of money damages in an amount that does not, together with amounts that would reasonably be expected to be paid with respect to pending indemnification claims, exceed the Escrow Amount, the Indemnifying Party may settle such Third-Party Claim only with the consent of the Purchaser Indemnified Party and the consent of the insurer under the R&W Insurance Policy to the extent required by the R&W Insurance Policy, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party chooses to defend any Third-Party Claim, the Purchaser Indemnified Party and its Affiliates, and their respective representatives, will cooperate in good faith in the defense or prosecution of such Third-Party Claim.

(d)      If the Indemnifying Party fails or refuses to undertake the defense of such Third-Party Claim within fifteen (15) days after receiving a claim notice under Section 10.4(a), or if the Indemnifying Party later fails to conduct the defense in an active and diligent manner or withdraws from such defense or is not permitted to undertake the defense pursuant to the terms of Section 10.4(b), the Purchaser Indemnified Party shall have the right to undertake the defense of such claim with counsel of its own choosing, as well as the right to compromise or settle such Third-Party Claim without the consent of the Indemnifying Party, with the Indemnifying Party responsible for the reasonable costs and expenses of such defense if and to the extent that such claim is finally determined to be a valid indemnification claim hereunder and subject to the limitations on indemnification in Section 10.3.

10.5    Escrow. To secure the indemnification obligations of Sellers under this Agreement, the Escrow Amount will be deposited into the Escrow Account pursuant to Section 2.4(b) and the terms of the Escrow Agreement. Any amounts owed to any Purchaser Indemnified Party from Sellers with respect to any liability under Section 10.1 of this Agreement shall be paid solely from the Escrow Account, subject to the limitations set forth in this Article X and the terms of the Escrow Agreement. Disbursements from the Escrow Account shall be made in accordance with the terms of this Agreement and the Escrow Agreement. Promptly following the Termination Date, the Escrow Agent shall disburse the amounts remaining in the Escrow Account, subject to this Article X and the terms of the Escrow Agreement, to Sellers’ Representative, on behalf of Sellers. Any fees incurred in the establishment, maintenance or termination of the Escrow Account shall be paid in equal shares by Purchaser and Sellers’ Representative.

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ARTICLE XI

GENERAL PROVISIONS

11.1    Survival. Except as contemplated by Section 10.2(a), no covenant or agreement contained herein that by its terms is to be performed prior to the Closing Date shall survive the Closing Date unless otherwise expressly agreed by the Parties herein. No covenant or representation regarding the calculation of the Purchase Price or Closing Purchase Price shall survive the tenth (10^th) Business Day following the Closing Date, except to the extent a claim is submitted by Purchaser setting forth such claim in reasonable detail by such tenth (10^th) Business Day.

11.2    Interpretation; Absence of Presumption.

(a)     It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement.

(b)     For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “$” shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) Sellers and Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties thereto and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement; (x) a reference to any Person includes such Person’s successors and permitted assigns; (xi) any disclosure with respect to a section or schedule of this Agreement, including any section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule, shall be deemed to be disclosed for other sections and schedules of this Agreement, including any section of the Seller Disclosure Schedule or Purchaser Disclosure Schedule, where the relevance of such disclosure would be reasonably apparent; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; and (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day. If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Purchaser hereunder shall be a joint and several obligation of Purchaser, the Companies and its Subsidiaries.

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(c)     The section and article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

11.3    Governing Law; Jurisdiction and Forum; Waiver of Jury Trial.

(a)     This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice or conflict of law principles (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of a different jurisdiction.

(b)     Each Party irrevocably submits to the jurisdiction of the Court of Chancery of the State of Delaware (or solely if such courts decline jurisdiction in any federal court located in the State of Delaware) any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such Action may be heard and determined in such court. Each Party hereby irrevocably waives, and agrees not to assert by way of motion, defense, counterclaim, or otherwise, the defense of an inconvenient forum to the maintenance of such Action. The Parties further agree, (i) to the extent permitted by Law, that final and unappealable judgment against any of them in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.5. Notwithstanding anything to the contrary contained herein, each of the parties hereto agrees that it will not, and will not permit any of its respective Affiliates to, bring or support any Action relating to this Agreement or the transactions contemplated by this Agreement (whether based on contract, equity, tort or any other theory), against the Financing Arrangers (including any dispute arising out of or relating to the Financing or the performance thereof) in any forum other than the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, located in the borough of Manhattan or, in either case, any appellate court from any thereof.

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(c)     Each Party to this Agreement knowingly, intentionally, and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any action, proceeding or counterclaim brought by any of them against the other or the Financing Arrangers arising out of or in any way connected with this Agreement or the Financing, or any other agreements executed in connection herewith or the administration thereof or any of the transactions contemplated herein or therein. No Party to this Agreement shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon, or arising out of, this Agreement, the Financing or any related instruments or the relationship between the Parties or between the Parties and the Financing Arrangers. No Party will seek to consolidate any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 11.3. No Party has in any way agreed with or represented to any other Party that the provisions of this Section 11.3 will not be fully enforced in all instances.

11.4    Entire Agreement. This Agreement, together with the Exhibits and Schedules hereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to in this Agreement. None of the Parties shall be liable or bound to any other Party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or in the Exhibits and Schedules hereto.

11.5    No Third-Party Beneficiaries. Except for Section 5.8, which is intended to benefit, and to be enforceable by, the parties specified therein, and Section 11.2(b) and (c), the last sentence of Section 11.7, Section 11.14 and this Section 11.5, which are intended to benefit the Financing Arrangers, this Agreement together with the Exhibits and Schedules hereto, is not intended to confer in or on behalf of any Person not a Party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.

11.6    Notices. All notices and other communications to be given to any Party hereunder shall be sufficiently given for all purposes hereunder if in writing and upon delivery if delivered by hand, one (1) Business Day after being sent by courier or overnight delivery service, three (3) Business Days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when sent in the form of a facsimile or e-mail and receipt confirmation is received, and shall be directed to the address, facsimile number or e-mail set forth below (or at such other address or facsimile number as such Party shall designate by like notice):

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(a)	If to Sellers:
	Shine Seller Rep, LLC
	c/o Paine & Partners, LLC
	461 Fifth Avenue
	17th Floor
	Attention:	Gerald I. Adler
	Fax No.:	(212) 379-7233
	E-mail:	gadler@painepartners.com
	with a copy (which shall not constitute notice) to:
	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, New York 10019
	Attention:	DongJu Song
	Fax No.:	(212) 403-2000
	E-mail:	DSong@wlrk.com
(b)	If to Purchaser:
	SunOpta, Inc.
	7301 Ohms Lane
	Suite 600
	Edina, MN	55439
	Attention:	General Counsel
	Fax No.:	(952) 939-8106
	E-mail:	jill.barnett@sunopta.com
	with a copy (which shall not constitute notice) to:
	Faegre Baker Daniels LLP
	2200 Wells Fargo Center
	90 South Seventh Street
	Minneapolis, MN 55402-3901
	Attention:	Jonathan L.H. Nygren
	Fax No.:	(612) 766-1600
	E-mail:	Jon.Nygren@FaegreBD.com

11.7    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective successors and assigns; provided, however, that no Party to this Agreement may directly or indirectly assign any or all of its rights or delegate any or all of its obligations under this Agreement without the express prior written consent of each other Party to this Agreement, except that either Party may assign its rights and benefits under this Agreement to any Affiliate of such Party. Any attempted assignment in violation of this Section 11.7 shall be void.

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11.8    Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all of the Parties hereto. Either Party to this Agreement may, only by an instrument in writing, waive compliance by the other Party to this Agreement with any term or provision of this Agreement on the part of such other Party to this Agreement to be performed or complied with. The waiver by any Party to this Agreement of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. At any time prior to the Closing, either Sellers or Purchaser may (a) extend the time for performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party granting such extension or waiver. Notwithstanding anything to the contrary contained herein, Section 11.2(b) and (c), Section 11.4, Section 11.14 and this sentence may not be amended or otherwise modified without the prior written consent of each Financing Arranger.

11.9    Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement (or portions thereof) shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. If any provision of this Agreement (or any portion thereof) shall be held to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. Upon a determination that any term, provision, covenant or restriction of this Agreement is invalid, void or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

11.10    Specific Performance. The Parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the Parties hereto do not perform any provision of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that, to prevent breaches or threatened breaches by the Parties of any of their respective covenants or obligations set forth in this Agreement and to enforce specifically the terms and provisions of this Agreement, the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement hereby waives any requirement to provide any bond or other security in connection with such order or injunction. The foregoing is in addition to any other remedy to which any party is entitled at law, in equity or otherwise. The Parties further agree that nothing set forth in this Section 11.10 shall require any party hereto to institute any Action for (or limit any party’s right to institute any Action for) specific performance under this Section 11.10 prior to or as a condition to exercising any termination right under Article IX (and pursuing damages after such termination). If any party brings any action to enforce specifically the performance of the terms and provisions hereof by and any other party, the Outside Date may be extended as determined by the court presiding over such action. The Parties hereto agree that, notwithstanding anything herein to the contrary, Sellers and Purchaser shall be entitled to specific performance (or any other equitable relief) to cause Purchaser or Sellers, as applicable, to consummate the transactions contemplated hereby. In the event that a court of competent jurisdiction fails to grant specific performance or other injunctive relief to Sellers as a remedy for any failure to perform or breach hereunder, or in any circumstance in which damages are recoverable by Sellers hereunder, the Parties hereby acknowledge and agree that Sellers shall be entitled to receive benefit of the bargain and lost profits damages as redress for such failure to perform or breach.

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11.11    No Admission. Nothing herein shall be deemed an admission by Sellers or any of its respective Affiliates, in any Action or proceeding involving a third party, that such third party is or is not in breach or violation of, or in default in, the performance or observance of any term or provision of any contract.

11.12    Counterparts. This Agreement may be executed in two or more counterparts, and by either of the Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement. If this Agreement is translated into another language, the English language text shall in any event prevail.

11.13    Relationship Among Sellers.

(a)     Each Seller hereby irrevocably appoints the Sellers’ Representative as sole representative of Sellers to act as the agent and on behalf of such Sellers regarding any matter relating to or under this Agreement, including for the purposes of (i) determining whether the conditions to closing in Article VIII have been satisfied and supervising the Closing, including waiving any condition, as determined by the Sellers’ Representative, in its sole discretion; (ii) paying or accepting any funds due to or from Sellers and distributing such funds to Sellers, subject to holdbacks or reserves as determined by the Sellers’ Representative in its sole discretion; (iii) taking any action that may be necessary or desirable, as determined by the Sellers’ Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Article IX; (iv) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representative, in its sole discretion, in connection with the amendment of this Agreement in accordance with Section 11.7; (v) accepting notices on behalf of Sellers in accordance with Section 11.5; (vi) delivering or causing to be delivered to Purchaser at the Closing certificates representing the Securities to be sold by Sellers hereunder or instructions as to the payment and allocation of the Purchase Price therefor; (vii) executing and delivering, on behalf of Sellers, any and all notices, documents or certificates to be executed by Sellers, in connection with this Agreement and the transactions contemplated hereby and (viii) granting any consent or approval on behalf of Sellers under this Agreement. As the representative of Sellers under this Agreement, the Sellers’ Representative shall act as the agent for Sellers, shall have authority to bind Sellers in accordance with this Agreement, and Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon two (2) Business Days’ prior written notice to Purchaser. Purchaser may conclusively rely upon, without independent verification or investigation, all decisions made by the Sellers’ Representative in connection with this Agreement, and will have no liability for any actions taken by the Sellers’ Representative, including with respect to any of the actions described in clauses (i) through (viii) above.

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(b)     Each Seller hereby appoints the Sellers’ Representative as such Seller’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the transactions contemplated by this Agreement, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the sale of such Seller’s Securities as fully to all intents and purposes as such Seller might or could do in person.

(c)     The Sellers’ Representative shall have no liability to Purchaser for any default under this Agreement by any Seller (other than itself in its capacity as a Seller). Except for fraud or willful misconduct on its part, the Sellers’ Representative shall have no liability to any Seller under this Agreement for any action or omission by the Sellers’ Representative on behalf of Sellers.

(d)     All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the bankruptcy, dissolution, winding up or liquidation of any of Sellers and (ii) shall survive the Closing.

11.14    No Recourse. Each Seller agrees that none of the Financing Arrangers shall have any liability or obligation to such Seller relating to this Agreement or any of the transactions contemplated herein (including the Financing).

11.15    Community Property Jurisdictions. Each Seller whose Securities are or become “community property,” shall at the later of the date of this Agreement or the time when his or her spouse first has a “community property” interest in any of such Securities, cause such spouse to execute a counterpart of this Agreement in the form of Annex A and any amendment hereto executed by such Seller, or another writing in form and substance satisfactory to Purchaser, subjecting such spouse and the spouse’s “community property” interest in such Securities to the applicable provisions of this Agreement and such amendment. No spouse executing this Agreement or any such writing solely by reason of his or her “community property” interest in Securities and the immediately preceding sentence, will be considered to be a Seller for any purposes whatsoever.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written.

SELLERS:

SELLERS:

PAINE & PARTNERS CAPITAL FUND III, L.P.
By:	Paine & Partners Capital Fund III GP, L.P., as General Partner
By:	Paine & Partners Capital Fund III GP, Ltd., its General Partner
/s/ Kevin M. Schwartz
Name: z	Kevin M. Schwart
Title:	Managing Director
PAINE & PARTNERS CAPITAL FUND III CO-INVESTORS, L.P.
By:	Paine & Partners Capital Fund III GP, L.P., as General Partner
By:	Paine & Partners Capital Fund III GP, Ltd., its General Partner
/s/ Kevin M. Schwartz
Name: Kevin M. Schwartz
Title:	Managing Director

[Signature Pages to Purchase and Sale Agreement]

SUNRISE CO-INVESTMENT FUND, L.P.
By: P&P Sunrise Co-Investment Fund GP, LLC, its General Partner
By: Paine & Partners Capital Fund III GP, Ltd., its sole member
/s/ Kevin M. Schwartz
Name:	Kevin M. Schwartz
Title:	Director
JOHN J. ANTON IRA
/s/ Steven S. Schulman
By:	First Republic Trust Company
Title:	Custodian
By:	Steven S. Schulman, Vice President
STUART H. MAFFRY, TRUSTEE OF THE STUART H. MAFFRY REVOCABLE TRUST, DATED NOVEMBER 9, 1993, AS RESTATED DECEMBER 23, 2010
/s/ Stuart H. Maffry
By:	Stuart H. Maffry
Title:	Trustee
EDWARD HAFT
/s/ Edward Haft
Name: Edward Haft

[Signature Pages to Purchase and Sale Agreement]

JOSEPH McCARTHY
/s/ Joseph McCarthy
Name:	Joseph McCarthy
ERWIN HETTERVIK
/s/ Erwin Hettervik
Name:	Erwin Hettervik
MARK H. MURAI
/s/ Mark H. Murai
Name:	Mark H. Murai
CHRISTINE HERRERA
/s/ Christine Herrara
Name:	Christina Herrera
GINO MARCHESE
/s/ Gino Marchese
Name:	Gino Marchese

[Signature Pages to Purchase and Sale Agreement]

ROXANNE FULLER

/s/ Roxane Fuller

Name: Roxanne Fuller

[Signature Pages to Purchase and Sale Agreement]

SELLERS’ REPRESENTATIVE:

SHINE SELLER REP, LLC.
/s/ Kevin M. Schwartz
Name:	Kevin M. Schwartz
Title:	President and Chief Executive Officer

[Signature Pages to Purchase and Sale Agreement]

PURCHASER:
SUNOPTA, INC.
By:	/s/ Steve Bromley
	Name: Steve Bromley
	Title: Chief Executive Officer

[Signature Pages to Purchase and Sale Agreement]

The undersigned is the spouse of ____________ and acknowledges that [he]/[she] has read in its entirety this Agreement. The undersigned is aware that by provision of this Agreement, [he]/[she] and [his]/[her] spouse have agreed to sell certain Securities in the Company, including any community property interest or quasi-community property interest therein, for the consideration set forth in this Agreement and in accordance with the terms and provisions hereof. In consideration of the premises and the provisions contained in this Agreement, the undersigned hereby expressly approves of and agrees to be bound by the provisions of this Agreement in its entirety and waives and releases any rights the undersigned has in the Securities.

Name:
	Spouse of [_______________]

EX-10.1

Execution Version

BANK OF MONTREAL
1 First Canadian Place
Toronto, Ontario
M5X 1H3
Canada

BMO CAPITAL MARKETS CORP.
3 Times Square
New York, NY 10036

CONFIDENTIAL

July 30, 2015

SunOpta Inc.
2838 Bovaird Drive West
Brampton, Ontario L7A 0H2
Canada

SunOpta Foods Inc.
7301 Ohms Lane, Suite 600
Edina, Minnesota 55439
USA

Attention: Robert McKeracher, Vice President and Chief Financial Officer

Project Shine
$140.0 million Holdco PIK Toggle Bridge Facility
$290.0 million Opco Second Lien Bridge Facility
Commitment Letter

Ladies and Gentlemen:

You have advised Bank of Montreal (“BMO”) and BMO Capital Markets Corp. (“BMOCM” and, together with BMO and our affiliates, “we”, “us” or the “Commitment Parties”) that SunOpta Inc. (the “Holdco Borrower”) and SunOpta Foods Inc. (the “Opco Borrower” and, together with the Holdco Borrower, the “Borrowers” or “you”), intend to acquire (the “Acquisition”), directly or indirectly, the capital stock of the Target (as defined in Exhibit A) and consummate the other Transactions (including the finance transactions) described in Exhibit A. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the “Commitment Letter”). All references to “$” or “dollars” in this Commitment letter mean US dollars.

1. Commitments

In connection with the Transactions, BMO is pleased to advise you of its commitment to provide 100% of the aggregate principal amount of each of the Bridge Facilities upon the terms and subject only to the applicable conditions set forth in (a) Section 6 hereof, (b) the paragraph titled “Conditions to Borrowing” under each of the Term Sheets set forth as Exhibit B hereto (the “Holdco Term Sheet”) and Exhibit C hereto (the “Opco Term Sheet” and, together with the Holdco Term Sheet, the “Term Sheets”) and (c) Exhibit D hereto). BMO and any other initial lender that becomes a party hereto pursuant to the provisions set forth in the proviso to the third sentence of Section 2 below are sometimes referred to herein, collectively, as the “Initial Lenders” and each, individually, as an “Initial Lender”.

2. Titles and Roles

It is agreed that (a) BMOCM will act as the lead arranger (in such capacity, together with any other lead arranger appointed pursuant to the provisions set forth in the proviso to the third sentence of this Section 2, collectively, the “Lead Arranger”) and the bookrunner for each of the Bridge Facilities (in such capacity, together with any other bookrunner appointed pursuant to the provisions set forth in the proviso to the third sentence of this Section 2, collectively, the “Bookrunner”), and (b) BMO will act as administrative agent (in such capacity, the “Bridge Administrative Agent”) for each of the Bridge Facilities. It is further agreed that BMOCM shall have “lead left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Bridge Facilities and will have the role and responsibilities customarily associated with such designation. Except as set forth below, you and we further agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter) will be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Bridge Facilities unless you and we shall so agree; provided that you may, on or prior to the date which is 15 business days after the date of your acceptance of this Commitment Letter (the “Signing Date”), appoint one or more additional lead arrangers and/or bookrunners for the Bridge Facilities, and award such lead arrangers and/or bookrunners, additional agent or co-agent, manager or co-manager titles or confer other titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint any additional lead arrangers, bookrunners, agents, co-agents, managers or co-managers or confer other titles in respect of the Bridge Facilities, then, notwithstanding anything in Section 3 to the contrary, the commitments of BMO in respect of the Bridge Facilities, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such appointed entities (or their relevant affiliates) in respect of each of the Bridge Facilities, with such reduction allocated in the manner described in clause (y) of the succeeding proviso, upon the execution by such financial institution (and any relevant affiliate) of customary joinder documentation and, thereafter, each such financial institution (and any relevant affiliate) shall constitute a “Commitment Party,” “Lead Arranger” and/or “Bookrunner” hereunder and it or its relevant affiliate providing such commitment shall constitute an “Initial Lender” hereunder); provided, further, that, in connection with the appointment of any additional lead arranger and/or any bookrunner for the Bridge Facilities in accordance with the immediately preceding proviso, (x) the aggregate economics payable to all such additional lead arrangers and/or joint bookrunners (or any relevant affiliate thereof) in respect of any of the Bridge Facilities shall not exceed 45% of the total economics that would otherwise be payable to the Commitment Parties in respect of the Bridge Facilities pursuant to the Fee Letter (exclusive of any fees payable to the Bridge Administrative Agent in its capacity as such) and (y) each additional lead arranger and/or bookrunner (or its relevant affiliates) shall assume a proportion of the commitments with respect to each of the Bridge Facilities (with such commitments to be allocated ratably across each of the Bridge Facilities) that is equal to the proportion of the economics allocated to such lead arranger and/or joint bookrunner.

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3. Syndication and Approach to Market

The Lead Arranger reserves the right, prior to or after the Closing Date (as defined below), to syndicate all or a portion of the Initial Lenders’ commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by the Lead Arranger in consultation with you and reasonably acceptable to you. Notwithstanding the foregoing, the Lead Arranger will not syndicate to those banks, financial institutions and other institutional lenders and investors (i) who are competitors of you and your subsidiaries and of the Target and its subsidiaries that are separately identified in writing by you to us from time to time, and (ii) any of their affiliates (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are affiliates of the persons referenced in clause (i) above) that are either (a) identified in writing by you from time to time or (b) readily identifiable on the basis of such affiliate’s name (clauses (i) and (ii) above, collectively “Disqualified Lenders”).

Notwithstanding the Lead Arranger’s right to syndicate the Bridge Facilities and receive commitments with respect thereto, (i) each of the Initial Lenders shall not be relieved, released or novated from their obligations hereunder (including its obligation to fund its portion of the Bridge Facilities on the date of both the consummation of the Acquisition and the date of the funding under the Bridge Facilities (the date of such consummation and funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the Bridge Facilities, including its commitment in respect thereof, until after the Closing Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of the Initial Lenders’ commitments in respect of the Bridge Facilities until the funding of the Bridge Facilities on the Closing Date has occurred and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments and agreements in respect of the Bridge Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until after the Closing Date has occurred.

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Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Commitment Parties’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Bridge Facilities and in no event shall the commencement or successful completion of syndication of the Bridge Facilities constitute a condition to the availability of the Bridge Facilities on the Closing Date. The Lead Arranger may commence syndication efforts promptly after the Signing Date and as part of its syndication efforts, it is our intent to have Lenders commit to the Bridge Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earliest of (a) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved and (b) the date that is 60 days following the Closing Date (the “Syndication End Date”), you agree to actively assist the Lead Arranger in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, until the later of the Syndication End Date and the Closing Date, (i) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and, to the extent appropriate and necessary and not in contravention of the terms of the Acquisition Agreement, the Target’s existing lending and investment banking relationships, (ii) direct contact between senior management, certain representatives and certain relevant non-legal advisors of you, on the one hand, and the proposed Lenders, on the other hand (and, to the extent appropriate and necessary and not in contravention of the terms of the Acquisition Agreement, your using commercially reasonable efforts to arrange for contact between senior management of the Target, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and locations mutually agreed upon, (iii) your assistance (including, to the extent appropriate and necessary and not in contravention of the terms of the Acquisition Agreement, the use of commercially reasonable efforts to cause the Target to assist) in the preparation of the Information Materials (as defined below) and other customary offering and marketing materials to be used in connection with the syndication of the Bridge Facilities, (iv) your using commercially reasonable efforts to obtain, at your expense, prior to the launch of general syndication of the Opco Notes, public ratings for the Bridge Facilities and the Notes (the “Facilities Ratings”) from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) and a public corporate credit rating and a public corporate family rating (collectively, the “Corporate Ratings” and, together with the Facilities Ratings, the “Ratings”) in respect of each of the Holdco Borrower and the Opco Borrower after giving effect to the Transactions from both of S&P and Moody’s, respectively, (v) the hosting, with the Lead Arranger, of a reasonable number of meetings and conference calls to be mutually agreed upon with prospective Lenders at reasonable times and locations to be mutually agreed upon and upon reasonable advance notice and (vi) your ensuring that, prior to the later of the Syndication End Date and the Closing Date, there will not be any competing issues, offerings, placements or arrangements of debt or equity securities or commercial bank or other syndicated credit facilities by or on behalf of you or any of your subsidiaries (and your using commercially reasonable efforts, to the extent appropriate and necessary and not in contravention of the terms of the Acquisition Agreement, to cause the Target to ensure that there will not be any competing issues, offerings, placements or arrangements of debt or equity securities or commercial bank or other syndicated credit facilities of the Target or its subsidiaries) being offered, placed or arranged (other than the Bridge Facilities, the Existing Credit Facilities (as defined in Exhibit A), the Notes, the Equity Securities or any “demand securities” issued in lieu of the any of the Notes pursuant to the Fee Letter (the Notes and the “demand securities”, collectively, the “Takeout Securities”), indebtedness of the Target and its subsidiaries disclosed in, or otherwise permitted to be issued or incurred, prior to, or to remain outstanding on, the Closing Date under, the Acquisition Agreement or other indebtedness that has otherwise been consented to by the Lead Arranger) without the consent of the Lead Arranger, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Bridge Facilities or the offering of the Notes or the Equity Securities (it being understood and agreed that your and your subsidiaries’ and the Target’s and its subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Credit Facilities or the offering of the Notes or the Equity Securities). Notwithstanding anything to the contrary contained in this Commitment Letter, the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including commercially reasonable efforts to obtain the Ratings and the compliance with any of the provisions set forth in clauses (i) through (vi) above) shall not constitute a condition to the commitments hereunder or the funding of the Bridge Facilities on the Closing Date and shall terminate on the later of the Syndication End Date and the Closing Date.

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Except as otherwise expressly provided herein, the Lead Arranger, in its capacity as such, will manage all aspects of any syndication of the Bridge Facilities, in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your prior consent (not to be unreasonably withheld, delayed or conditioned) , but in any event excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arranger in its syndication efforts, you agree to promptly prepare and provide (and, to the extent appropriate and necessary and not in contravention of the terms of the Acquisition Agreement, to use commercially reasonable efforts to cause the Target to provide) to us such customary information with respect to you, the Target and each of your and their respective subsidiaries and the Transactions set forth in clause (iii) of the preceding paragraph, the historical financial information required to be provided in accordance with paragraphs 4 and 5 of Exhibit D hereto and customary financial estimates, forecasts and other projections delivered to us by you (the “Projections”), as the Lead Arranger may reasonably request in connection with the structuring, arrangement and syndication of the Bridge Facilities. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon, or waive any attorney-client privilege of, you, the Target or any of your or their respective subsidiaries or affiliates. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Bridge Facilities shall be those required to be delivered pursuant to paragraphs 4 and 5 of Exhibit D.

You hereby acknowledge that (a) the Lead Arranger will make available Information (as defined below), Projections and other offering and marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the Bridge Facilities (any such memorandum, an “Information Memorandum”, and such Information, Projections, other offering and marketing material and Information Memoranda, collectively with the Term Sheet, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Merrill DataSite, IntraLinks, Debt X, SyndTrak Online, Debtdomain or another similar electronic system and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available, (ii) is not material with respect to you, the Target or your or their respective subsidiaries or securities for purposes of Canadian provincial, United States federal and State securities laws or (iii) constitutes information of the type that would be publicly available if the Target or its subsidiaries were public reporting companies (as reasonably determined by you) (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”) and who may be engaged in investment and other market related activities with respect to you, the Target or your or their respective subsidiaries or securities (each, a “Public Sider”, and each Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

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At the reasonable request of the Lead Arranger, you agree to assist (and, to extent appropriate and necessary and not in contravention of the terms of the Acquisition Agreement, use commercially reasonable efforts to cause the Target to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Bridge Facilities that includes only Public Side Information with respect to you, the Target and/or any of your or their respective subsidiaries or securities, to be used by Public Siders. The Public Side Information will be substantially consistent with the information that would be included in any offering memorandum for the Takeout Securities and in any filings made by you and your subsidiaries with the Securities and Exchange Commission and by the Target or any of its subsidiaries if the Target and/or its subsidiaries were public reporting companies. It is understood that in connection with your assistance described above, authorization letters in a form customarily included in the Information Materials for bridge financings will be included in any Information Materials (i.e., separate authorization letters and/or Information Materials containing only Public Side Information and/or Information Materials containing Private Side Information) that authorize the distribution of the Information Materials to prospective Lenders, represent that the additional version of the Information Materials contains only Public Side Information with respect to you, the Target and your and its respective subsidiaries and securities (other than as set forth in the following paragraph of this Section 3), contain the representations set forth in Section 4 below and exculpate us and our affiliates with respect to any liability related to the use or misuse of the content of such Information Materials or related offering and marketing materials by the recipients thereof, and exculpate you and your subsidiaries, and the Target and its subsidiaries and affiliates in the event of any unauthorized misuse of the Information Materials or related offering and marketing materials by the recipients thereof. Before distribution of any Information Materials, at our reasonable request, you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public Siders as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as containing only Public Side Information (it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”). We will not make any materials not marked “PUBLIC” available to Public Siders.

You acknowledge and agree that the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arranger in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders; provided you have been given a reasonable opportunity to review such materials and comply with provincial securities laws’ disclosure obligations: (a) administrative materials prepared by the Lead Arranger for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheet (including revisions thereto) and notification of changes in the Bridge Facilities’ terms and conditions and (c) drafts and final versions of the Facilities Documentation. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your consent.

The Holdco Borrower covenants and agrees to use commercially reasonable efforts to access the equity markets on market terms in consultation with BMO and BMOCM to place, issue or sell Equity Securities as contemplated by paragraph (c) of Exhibit A on a timely basis on or immediately prior to the Closing Date. From and after Signing Date until the Expiration Date (as defined below), you agree not to place, issue or sell any equity securities other than the Equity Securities without the consent of the Lead Arranger, if such placement, issuance or sale would materially impair the offering of the Equity Securities as contemplated by paragraph (c) of Exhibit A. If, after the tenth Business Day (as defined in Exhibit D) of the Holdco Marketing Period (as defined in Exhibit D), either the Equity Securities Investment Bank (as defined in Exhibit D) determines in its reasonable judgment (after consultation with the Holdco Borrower) or the Holdco Borrower determines in its reasonable judgment (after consultation with the Equity Securities Investment Bank) that an Equity Securities Transaction (as defined in Exhibit D) is not reasonably likely to be consummated by the Closing Date, each of the Holdco Borrower and the Debt Investment Banks (as defined in Exhibit D) shall use commercially reasonable efforts to consummate a Holdco Debt Transaction on a timely basis on or immediately prior to the Closing Date.

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4. Information

You hereby represent and warrant that (with respect to information relating to the Target or any of its subsidiaries or any controlled affiliate of any thereof, subject to compliance with applicable law, to your knowledge), (a) all written information (such information, other than (i) the Projections and (ii) information of a general economic or industry specific nature, the “Information”) that has been or will be made available to any Commitment Party, directly or indirectly, by you or by any of your representatives on your behalf in connection with the transactions contemplated hereby, when taken as a whole, is or will, when furnished, be correct in all material respects and does not or will not, when furnished and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections that have been or will be made available to us by you or your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time when made, it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, no assurance can be given that any particular Projections will be realized and actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the later of the Syndication End Date and the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect (with respect to information relating to the Target or any of its subsidiaries or any controlled affiliate of any thereof, subject to compliance with applicable law, to your knowledge) if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will (or, with respect to the Information and such Projections relating to the Target or any of its subsidiaries or any controlled affiliated of any thereof, will use commercially reasonable efforts to) promptly supplement the Information and Projections such that such representations and warranties are (with respect to information relating to the Target or any of its subsidiaries or any controlled affiliate of any thereof, subject to compliance with applicable law, to your knowledge) correct in all material respects under those circumstances, it being understood that such supplementation shall cure any breach of such representations and warranties. In arranging and syndicating the Bridge Facilities, each of the Commitment Parties will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and does not assume responsibility for the accuracy or completeness of the Information or Projections.

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5. Fees

As consideration for the commitment of the Commitment Parties hereunder and for the agreement of the Lead Arranger and Bookrunner to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith with respect to the Bridge Facilities (the “Fee Letter”), if and to the extent payable. Once paid, except as provided in the Fee Letter or as separately agreed to in writing by you and us, such fees shall not be refundable under any circumstances.

6. Conditions

The commitments of the Commitment Parties hereunder to fund the Bridge Facilities on the Closing Date is subject solely to (a) the conditions set forth in the section entitled “Conditions to Borrowing” in each of Exhibit B and Exhibit C hereto and the conditions set forth in Exhibit D hereto and (b) delivery of a customary borrowing notice (clauses (a) and (b) subject, on the Closing Date, to the Certain Funds Provisions (as defined below)); provided that such notice shall not include (i) any representation or statement as to the absence (or existence) of any default or event of default under the Facilities Documentation or (ii) the truth or accuracy of the representations and warranties set forth in the Facilities Documentation (other than the Specified Representations (as defined below)) (collectively, the “Conditions”), and, upon satisfaction (or waiver by the Lead Arranger) of such conditions, the initial funding of the Bridge Facilities shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation.

Notwithstanding anything in this Commitment Letter (including the immediately preceding paragraph), the Fee Letter, the Facilities Documentation or any other agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations and warranties the making or accuracy of which shall be a condition to the availability and funding of the Bridge Facilities on the Closing Date shall be (i) such of the representations and warranties made by or with respect to the Target and its subsidiaries and their respective businesses in the Acquisition Agreement, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement (the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Bridge Facilities on the Closing Date if the conditions set forth in the first paragraph of this Section 6 are satisfied or waived by the Lead Arranger (it being understood that to the extent any security interest in any Collateral (as defined in the Opco Term Sheet) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in (i) the certificated capital stock of the Opco Borrower owned by the Holdco Borrower, the certificated capital stock of each of the Opco Borrower’s subsidiaries whose certificated capital stock is pledged to secure the Existing North American Revolving Facility and the certificated capital stock of the Target and each of its wholly owned material U.S. domestic subsidiaries; provided that, to the extent that you have used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated capital stock of the Target and its subsidiaries will only be required to be delivered on the Closing Date pursuant to the terms set forth above if such certificates are actually received from the Seller or the Target and (ii) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code (or equivalent Canadian personal property laws)) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Opco Bridge Facility on the Closing Date but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Bridge Administrative Agent and the Opco Borrower but, in any event, not later than 90 days after the Closing Date or such longer period as may be agreed by the Bridge Administrative Agent in its reasonable discretion). For purposes hereof, “Specified Representations” means the representations and warranties of the applicable Borrower and, with respect to the Opco Bridge Facility, the guarantors thereof, to be set forth in the Facilities Documentation relating to existence of the applicable Borrower and, in the case of the Opco Bridge Facility, the guarantors thereof (but not, for the avoidance of doubt, the Target and its subsidiaries); organizational power and authority to enter into the Facilities Documentation; due authorization, due execution, delivery and enforceability, in each case, relating to the Facilities Documentation: the incurrence of the loans to be made under the Bridge Facilities and the provision of the guarantees under the Opco Bridge Facility, and the granting of the security interests in the Collateral to secure the Opco Bridge Facility, do not conflict with the organizational documents of the applicable Borrowers and, in the case of the Opco Bridge Facility only, guarantors of the Opco Bridge Facility; solvency as of the Closing Date (after giving effect to the Transactions) of the applicable Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be determined in a manner consistent with the manner in which solvency is determined in the solvency certificate in the form set forth in Annex I to Exhibit D); Federal Reserve margin regulations; the Investment Company Act; the incurrence of the loans to be made under the Bridge Facilities and the use of proceeds thereof not violating anti-terrorism laws, including the PATRIOT Act, OFAC and the FCPA, Part II.1 of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), with respect to the Opco Bridge Facility only, subject to the parenthetical in the immediately preceding sentence, creation, perfection and validity of security interests in the Collateral. This paragraph and the provisions herein shall be referred to as the “Certain Funds Provisions”.

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The definitive documentation for the each of Bridge Facilities (the “Facilities Documentation”) shall be drafted initially by counsel for the Borrowers and shall (a) contain the terms set forth in the Term Sheet set forth in Exhibit B or Exhibit C hereto, as applicable, and shall contain only those conditions precedent, mandatory prepayments, representations and warranties, affirmative and negative covenants, financial covenants and events of default expressly set forth in such Term Sheet and, to the extent such terms are not expressly set forth in such Term Sheet, such other terms that are based on the Senior Secured Notes Indenture dated as of January 18, 2013 between Wells Enterprises, Inc. and U.S. Bank National Association, as Trustee and Notes Collateral Agent, governing its 6.75% Senior Secured Notes due 2020(provided that the security documentation with respect to the Opco Bridge Facility and any related term loans, exchange notes or Takeout Securities shall be based on the security documentation for the Existing North American Credit Facility (as defined on Exhibit A hereto)) and such other terms as the Borrowers and Lead Arranger shall reasonably agree, (b) give due regard to the operational requirements of the applicable Borrower and its subsidiaries in light of their size, structure, industries, businesses, business practices, matters disclosed in the Acquisition Agreement and proposed business plan and operations, and (c) negotiated in good faith by the applicable Borrower and the Lead Arranger within a reasonable period of time to be determined based on the expected Closing Date and taking into account the timing of the syndication of the Bridge Facilities and the pre-closing requirements of the Acquisition Agreement. To the extent any of the Specified Representations are qualified by or subject to “material adverse effect”, the definition thereof shall be “Material Adverse Effect” (as defined in the Acquisition Agreement) for purposes of any representations and warranties made or to be made on, or as of, the Closing Date only (or a date prior thereto). This paragraph and the provisions herein are referred to as the “Documentation Principles”.

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7. Expenses and Indemnity

To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Bridge Facilities, you agree:

(a) to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable, documented and invoiced out-of-pocket expenses, due diligence expenses, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of Paul Hastings LLP and Goodmans LLP, US and Canadian counsel, respectively, to the Commitment Parties, and, if necessary and consented to by you, of local counsel to the Commitment Parties in each appropriate jurisdiction, in each case incurred in connection with the Bridge Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith; provided that, in the event that the Transactions are not consummated or the Closing Date does not occur, your reimbursement obligations for expenses of BMO and BMOCM are governed by that certain letter agreement dated June 23, 2015 between you and BMO and BMOCM (the “Expense Letter”). The foregoing provisions in this paragraph shall be superseded in each case, to the extent covered thereby, by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect, and

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(b) to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, controlling persons, members, advisors and other representatives and the successors and permitted assigns of each of the foregoing (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable, documented and invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of, resulting from or in connection with, any claim, litigation, investigation or proceeding (including any inquiry or investigation), actual or threatened, relating to any of the foregoing (any of the foregoing, a “Proceeding”) in connection with this Commitment Letter, the Fee Letter, the Transactions or any related transaction contemplated hereby or thereby, the Bridge Facilities or any use of the proceeds thereof, regardless of whether any such Indemnified Person is a party thereto and whether or not such Proceeding is brought by you, your equityholders, your affiliates, creditors or any other third person, and to reimburse each such Indemnified Person within 30 days of any written demand for any reasonable and documented or invoiced out-of-pocket legal fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing of one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, solely in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to any loss, claim, damage, liability, cost or expense to the extent it has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or any of its or their respective officers, directors, partners, members, employees, agents, advisors or other representatives or successors and assigns of any of the foregoing, (ii) a material breach of the obligations under this Commitment Letter, the Fee Letter or the Facilities Documentation of such Indemnified Person or any of such Indemnified Person’s affiliates or of any of its or their respective officers, directors, partners, members, employees, agents, advisors or other representatives or successors and assigns of any of the foregoing, (iii) in the case of a Proceeding initiated by you or one of your subsidiaries against the relevant Indemnified Person, a breach of the obligations under this Commitment Letter or the Term Sheets, the Fee Letter or the Facilities Documentation by such Indemnified Person or any of such Indemnified Person’s affiliates or of any of its or their respective officers, directors, partners, members, employees, agents, advisors or other representatives or successors and assigns of any of the foregoing or (iv) any Proceeding that does not arise from any act or omission by you or any of your affiliates and that is brought by any Indemnified Person against any other Indemnified Person; provided that the Bridge Administrative Agent, the Lead Arranger and the Bookrunner to the extent fulfilling their respective roles as an agent or arranger under the Bridge Facilities and in their capacities as such, shall remain indemnified in respect of such Proceedings to the extent that none of the exceptions set forth in any of clauses (i), (ii) and (iii) of the immediately preceding proviso applies to such person at such time.

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Notwithstanding any other provision of this Commitment Letter, (a) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or any of its or their respective equityholders, officers, directors, partners, employees, agents, controlling persons, members, advisors or other representatives (as determined by a court of competent jurisdiction in a final non-appealable judgment) and (b) none of you, the Indemnified Persons, the Target, or any of your or their respective affiliates or the respective directors, officers, employees, advisors and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Bridge Facilities and the use of proceeds thereunder), or with respect to any activities related to the Bridge Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing in this sentence shall limit your indemnification obligations to the extent set forth herein to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification hereunder.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of the succeeding paragraph (with “you” being substituted for “such Indemnified Person” in each such clause) shall be deemed reasonable), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7. If the Indemnifying Party has reimbursed any Indemnified Person for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Person was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 7, then the Indemnified Person shall promptly refund such amount.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of such Indemnified Person.

Each Indemnified Person shall, in consultation with you, give (subject to confidentiality or legal restrictions) such information and assistance to you as you may reasonably request in connection with any Proceeding in connection with any losses, claims, damages, liabilities and expenses.

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8. Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities

You acknowledge that the Commitment Parties and their respective affiliates may be providing debt financing, equity capital or other services (including, without limitation, investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other persons in respect of which you, the Target and your and their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise (including, without limitation, that BMO or one of its affiliates is the administrative agent and a lender under the Existing North American Facility and under the credit facility of the Target). None of the Commitment Parties or their respective affiliates will use confidential information obtained from you, the Target or your or its affiliates or representatives by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them or their respective affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent expressly permitted in Section 9. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

As you know, the Commitment Parties and their affiliates are full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you, the Target, any of your or their respective subsidiaries and affiliates and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Parties and their affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Target, any of your or their respective subsidiaries and affiliates or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof. The Commitment Parties and their respective affiliates may have economic interests that conflict with those of you or the Target. You agree that the Commitment Parties will act under this Commitment Letter as independent contractors and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Parties and you or the Target, your or their respective equityholders or your or their respective affiliates. You acknowledge and agree that (a) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Parties and, if applicable, their affiliates, on the one hand, and you, on the other, (b) in connection therewith and with the process leading to such transactions, each Commitment Party and its applicable affiliates (as the case may be) are acting solely as principals and not as agents or fiduciaries of you, the Target, your or their respective management, equityholders, creditors or affiliates or any other person, (c) the Commitment Parties and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Parties or any of their respective affiliates have advised or are currently advising you or the Target on other matters), except the obligations expressly set forth in this Commitment Letter and the Fee Letter, (d) you have consulted your own legal, accounting and financial advisory, regulatory and tax advisors to the extent you deem appropriate and (e) you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. Please note that the Commitment Parties and their affiliates have not provided any legal, accounting, regulatory or tax advice. You agree that you will not claim, and hereby waive any such claim, that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transaction or the process leading thereto.

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9. Confidentiality

You agree that you will not disclose, directly or indirectly, the Fee Letter or the contents thereof or, prior to your acceptance hereof, this Commitment Letter or the contents hereof (including the Term Sheets and other Exhibits and attachments hereto) to any person or entity without the prior written approval of the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned), except (a) your affiliates, officers, directors, agents, employees, attorneys, accountants, advisors, members or partners, in each case who are informed of the confidential nature of this Commitment Letter, the Fee Letter and the contents hereof and thereof and who are or have been advised of their obligation to keep the same confidential, (b) if the Commitment Parties consent in writing to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule, regulation or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation to inform us promptly thereof prior to disclosure); provided that (i) you may disclose this Commitment Letter and its contents (but not the Fee Letter or its contents), to the Sellers, the Target, the Target’s subsidiaries and the respective officers, directors, agents, employees, attorneys, accountants, advisors, members, partners, stockholders, controlling persons or equityholders of the foregoing who are informed of the confidential nature of this Commitment Letter and the contents hereof and thereof and who are or have been advised of their obligation to keep the same confidential, (ii) you may disclose this Commitment Letter and its contents (but not the Fee Letter or its contents) in any offering memorandum related to the Takeout Securities or the Equity Securities (or any other debt or equity securities issued in lieu of the Takeout Securities or the Equity Securities or the Bridge Facilities), in any syndication or other marketing materials in connection with the Bridge Facilities (including the Information Materials) or in connection with any public or regulatory filing requirement relating to the Transactions, (iii) you may disclose the Term Sheets and other Exhibits and annexes to the Commitment Letter, and the contents thereof, to potential Lenders and their affiliates involved in any related commitments and to rating agencies in connection with obtaining the Ratings, (iv) you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts in connection with the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facilities, the Takeout Securities or the Equity Securities (or any other debt or equity securities issued in lieu of the Takeout Securities, the Equity Securities or the Bridge Facilities) or to the extent customary or required, in any public or regulatory filing requirement relating to the Transactions, (v) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of the Bridge Administrative Agent, Bookrunner and Lead Arranger, (vi) to the extent portions thereof have been redacted in a manner to be reasonably satisfactory to us and you (including the portions thereof addressing fees payable to the Commitment Parties and/or the Lenders), you may disclose the Fee Letter and the contents thereof to the Sellers, the Target, the Target’s subsidiaries and the respective officers, directors, agents, employees, attorneys, accountants, advisors, members, partners, stockholders, controlling persons or equityholders of the foregoing on a confidential and need to know basis, (vii) you may disclose this Commitment Letter, the Fee Letter and the contents hereof and thereof to the extent this Commitment Letter, the Fee Letter or the contents hereof or thereof, as applicable, become publicly available other than by reason of disclosure by you in breach of this Commitment Letter, and (viii) you may disclose this Commitment Letter, the Fee Letter and the contents hereof and thereof to any prospective additional lead arranger or additional bookrunner, in either case to the extent in contemplation of appointing such person pursuant to the provisions of the first proviso set forth in Section 2 of this Commitment Letter and to any such person’s affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors, members, partners, stockholders, controlling persons and equityholders who agree to be bound by the confidentiality restrictions with respect thereto on substantially the terms set forth in this paragraph.

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The Commitment Parties and their affiliates will use all information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the other Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge such information; provided that nothing herein shall prevent the Commitment Parties or their affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule, regulation or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Commitment Parties or any of their affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Target, the Sellers or any of your or their respective affiliates (including those set forth in this paragraph) or to the extent any such information is developed independently by us without the use of any other confidential information, (d) to the extent that such information is received by the Commitment Parties from a third party that is not, to the Commitment Parties’ knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Target, the Sellers or any of your or their respective affiliates or related parties, (e) to the Commitment Parties’ affiliates and to their respective officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this paragraph (or language substantially similar to, or no less restrictive than, this paragraph) (with each such Commitment Party responsible for each such person’s compliance with this paragraph), (f) to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction (each a “Swap Counterparty”) relating to the Borrowers or any of its subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to, or no less restrictive than, this paragraph); provided that the disclosure of any such information to any Lenders, participants, assignees or Swap Counterparties or prospective Lenders, participants, assignees or Swap Counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Lender, participant, assignee or Swap Counterparty or prospective Lender, participant, assignee or Swap Counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party, including as expressly agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, (g) for purposes of establishing a “due diligence” defense in connection with or arising out of the issuance of securities or making of loans pursuant to this Commitment Letter (h) with your prior written consent, to rating agencies on a confidential basis in connection with obtaining the Ratings, (i) in connection with the exercise of any remedy or enforcement of any rights hereunder in any litigation or arbitration action or proceeding relating thereto, to the extent such disclosure is reasonably necessary in connection with such litigation or arbitration action or proceeding (provided that you shall be given notice thereof and a reasonable opportunity to seek a protective court order with respect to such information prior to such disclosure (it being understood that the refusal by a court to grant such a protective order shall not prevent the disclosure of such information thereafter) and (j) with your prior written consent. In the event that the Bridge Facilities are funded, the Commitment Parties’ and their respective affiliates’, if any, obligations under this paragraph shall be superseded by the confidentiality provisions in the Facilities Documentation, to the extent covered thereby, upon the initial funding thereunder. Otherwise, the confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and expire and shall be of no further effect on the date occurring on the second anniversary after the date hereof.

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10. Miscellaneous

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (other than subject to the limitations set forth in Section 3, by the Commitment Parties to any other Lender) without the prior written consent of each other party hereto (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons to the extent expressly set forth herein) and are not intended to and do not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 above, the Commitment Parties reserve the right to employ the services of their respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates or branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Parties hereunder (provided that the Commitment Parties shall be liable for the actions or inactions of any such person whose services are so employed). This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (e.g., a “PDF” or “TIFF”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the Exhibits hereto), together with the Fee Letter and the Expense Letter, (i) are the only agreements that have been entered into among the parties hereto with respect to the Bridge Facilities, and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Bridge Facilities and set forth the entire understanding of the parties hereto with respect thereto.

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This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with the laws of the State of New York; provided that, notwithstanding the foregoing, it is understood and agreed that (a) the interpretation of the definition of “Material Adverse Effect” (as defined in Exhibit D) (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any Specified Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER. The parties hereto hereby submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan in the City of New York (or any appellate court therefrom) in connection with any dispute related to this Commitment Letter or the Fee Letter or any matters contemplated hereby or thereby, and agree that any service of process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding relating to any such dispute . Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other jurisdiction where such party is or may be subject by suit upon judgment. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

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We hereby notify you that pursuant to the requirements of Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (together, the “AML Law”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrowers and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrowers and the Guarantors in accordance with AML Law. This notice is given in accordance with the requirements of AML Law and is effective for each of us and the Lenders.

The indemnification, compensation (if applicable), reimbursement (if applicable), sharing of information, absence of fiduciary relationships, no agency, affiliate activities, jurisdiction, governing law, venue, waiver of jury trial, syndication (including the “Market Flex” provisions in the Fee Letter) and confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Commitment Parties’ commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication of such commitments (including supplementing and/or correcting Information and Projections) prior to the later of the Syndication End Date and the Closing Date and (b) confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Commitment Parties’ commitment with respect to the Bridge Facilities hereunder at any time subject to the provisions of the preceding sentence. In addition, in the event that a lesser amount of indebtedness is required to fund the Transactions for any reason, you may reduce the Initial Lenders’ commitments with respect to the Bridge Facilities (on a pro rata basis amongst the Initial Lenders) in a manner consistent with the allocation of purchase price reduction described under paragraph 1 of Exhibit D and subject to the minimum size of the Opco Bridge Facility and the Opco Notes set forth therein.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to BMOCM on behalf of the Commitment Parties, executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York time, on August 3, 2015. The Commitment Parties’ commitment and the obligation of the Lead Arranger hereunder will expire at such time in the event that the Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter, we agree to hold our commitment available for you until the earliest of (i) after execution of the Acquisition Agreement and prior to the consummation of the Transactions, the termination of the Acquisition Agreement by you (or your affiliates) or with your (or your affiliates’) written consent in accordance with its terms (other than with respect to provisions therein that expressly survive termination) in the event that the Acquisition is not consummated, (ii) the consummation of the Acquisition with or without the funding of the Bridge Facilities and (iii) 11:59 p.m., New York time, on the Outside Date (as defined in the Acquisition Agreement as in effect on the date hereof); provided that the Outside Date may be extended up to February 3, 2016 by the Sellers’ Representative or the Purchaser in accordance with Section 9.1(b)(i) of the Acquisition Agreement if (x) all conditions to closing set forth in Article VIII of the Acquisition Agreement are satisfied or waived other than the conditions set forth in Section 8.1 thereof and conditions that by their nature are to be satisfied at the Closing (as defined in the Acqusition Agreement) and (y) the parties to the Acquisition Agreement are still actively seeking in good faith approval under the HSR Act (as defined in the Acquisition Agreement); provided, further, that the Outside Date may be extended up to February 3, 2016 by the Sellers’ Representative in accordance with Section 9.1(b)(i) of the Acquisition Agreement if (x) all conditions to closing set forth in Article VIII of the Acquisition Agreement are satisfied or waived other than conditions that by their nature are to be satisfied at the Closing (as defined in the Acqusition Agreement) and (y) the Closing (as defined in the Acquisition Agreement) has not occurred (such earliest date, the “Expiration Date”). Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of each of the Commitment Parties hereunder and the agreement of the Lead Arranger to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their discretion, agree to an extension in writing.

18

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19

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,
BANK OF MONTREAL
By:	/s/ James J. Goll
	Name: James J. Goll
	Title: Managing Director
BMO CAPITAL MARKETS CORP.
By:	/s/ James J. Goll
	Name: James J. Goll
	Title: Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]

Accepted and agreed to as of the date first written above:

	SUNOPTA INC.
By:	/s/ Rick Albert
	Name: Rick Albert
	Title: Treasurer
	SUNOPTA FOODS INC.
By:	/s/ Rick Albert
	Name: Rick Albert
	Title: Treasurer

[SIGNATURE PAGE TO COMMITMENT LETTER]

EXHIBIT A

PROJECT SHINE
TRANSACTION DESCRIPTION

Capitalized terms used but not defined in this Exhibit A shall have the meanings given to them in the Commitment Letter to which this Exhibit A is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

SunOpta Inc. and/or a wholly-owned subsidiary owned by SunOpta Inc. (“Purchaser”) intends to acquire (the “Acquisition”) the capital stock of Sunrise Holdings (Delaware), Inc., a Delaware corporation (the “Target”), from the sellers named on Schedule I to the Acquisition Agreement (collectively, the “Sellers”).

In connection therewith, it is intended that:

(a)	Purchaser will consummate the Acquisition pursuant to that certain Purchase and Sale Agreement, dated as of July 30, 2015 (together with all exhibits, annexes, schedules and other disclosure letters thereto, collectively, as modified, amended, supplemented, consented to or waived, the “Acquisition Agreement”), by and among the Sellers, Shine Seller Rep, LLC (the “Sellers’ Representative”) and the Purchaser, the Sellers will sell all of the equity interest in the Target to Purchaser and the Sellers will receive cash in exchange for their equity interests in the Target (the “Acquisition Consideration”).
(b)	the Opco Borrower will enter into a consent and waiver (the “Existing North American Credit Facility Amendment”) to its seventh amended and restated revolving credit agreement dated July 27, 2012 (as amended, the “Existing North American Credit Facility” and, together with the Organic Corporation B.V.’s amended and restated multipurpose facilities agreement dated September 25, 2012 (as amended, the “Existing European Credit Facility”), the “Existing Credit Facilities”) to cause the Transactions to be permitted (together with any other amendments that are requested by the Opco Borrower).
(c)	The Holdco Borrower or an affiliate thereof will, at its option, either (i) issue and sell its common capital stock in US dollars only (the “Equity Securities”) in a public registered offering and/or a private placement in the US on or before the Closing Date (it being understood that a portion of the offering of Equity Securities may also be placed in Canada on a private basis only) yielding $140.0 million (the “Stock/Holdco Bridge Amount”) in gross cash proceeds and/or (ii) to the extent that Equity Securities (and/or other equity or equity-linked securities) yielding gross proceeds of less than the Stock/Holdco Bridge Amount are issued on or before the Closing Date, issue and sell unsecured, subordinated PIK-toggle notes (the “Holdco PIK Notes”) in a private placement offering in the US under Rule 144A or other private placement (it being understood that a portion of the offering of the Holdco PIK Notes may also be placed in Canada on a private basis only) yielding gross proceeds in US dollars that, when added to the gross proceeds received from the issuance of Equity Securities under clause (c)(i) above does not exceed the Stock/Holdco Bridge Amount and/or (iii) to the extent that Equity Securities (and/or other equity linked securities) and Holdco PIK Notes collectively yielding gross cash proceeds of less than the Stock/Holdco Bridge Amount are issued on or before the Closing Date under clauses (c)(i) or (c)(ii), obtain increasing rate bridge loans under the credit facility described in Exhibit B to the Commitment letter (the “Holdco Bridge Facility”) in an aggregate principal amount that, when added to the amount of gross proceeds raised from the issuance of such Equity Securities (and/or other equity or equity-linked securities) and Holdco PIK Notes is equal to the Stock/Holdco Bridge Amount; provided that, to the extent that (i) the gross proceeds from the issuance of Equity Securities (and/or other equity or equity-linked securities) and/or Holdco PIK Notes equals or exceeds $100.0 million but is less than the Stock/Holdco Bridge Amount (the “Holdco Deficiency”), the amount of the Holdco Deficiency shall not be funded through the issuance or sale of Holdco PIK Notes and/or borrowings under the Holdco Bridge Facility, but shall be added to the Bond/Opco Bridge Amount and (ii) the Holdco PIK Notes are required to be issued on or prior to the Closing Date with any original issue discount (“OID”) or upfront fees, at the Holdco Borrower’s election, the Stock/Holdco Bridge Amount shall be increased by an amount sufficient to fund any such OID or upfront fees (which amounts shall be automatically added to the Commitment Parties’ commitments under the Commitment Letter).

A-1

(d)

The Opco Borrower will (i) issue and sell second lien secured notes (the “Opco Notes” and, together with the Holdco PIK Notes, the “Notes”) in a private placement offering in the US under Rule 144A or other private placement (it being understood that a portion of the offering of the Notes may also be placed in Canada on a private basis only) yielding $290.0 million (the “Bond/Opco Bridge Amount”) in gross cash proceeds and/or (ii) to the extent that Opco Notes yielding gross proceeds of less than the Bond/Opco Bridge Amount are issued on or before the Closing Date, obtain second lien secured increasing rate bridge loans under the senior second lien secured credit facility described in Exhibit B to the Commitment letter (the “Opco Bridge Facility” and, together with the Holdco Bridge Facility, the “Bridge Facilities”), in an aggregate principal amount that, when added to the amount of gross proceeds raised from the issuance of the Opco Notes is equal to the Bond/Opco Bridge Amount; provided that, to the extent that there is any Holdco Deficiency, the amount of the Holdco Deficiency shall be added to the Bond/Opco Bridge Amount and funded through the issuance and sale of additional Opco Notes and/or additional borrowings under the Opco Bridge Facility and (ii) the Opco Notes are required to be issued on or prior to the Closing Date with any OID or upfront fees, at the Opco Borrower’s election, the Bond/Opco Bridge Amount shall be increased by an amount sufficient to fund any such OID or upfront fees (which amounts shall be automatically added to the Commitment Parties’ commitments under the Commitment Letter).

(e)

Immediately after giving effect to the Acquisition, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts, other than (i) contingent obligations not then due and payable and that by their terms survive the termination of the Target Credit Facility (as defined below) and (ii) certain existing letters of credit outstanding under the Target Credit Facility that on the Closing Date will be grandfathered into, or backstopped by, the Existing Credit Facilities or cash collateralized in a manner satisfactory to the issuing banks thereof, under that certain Credit Agreement, dated as of March 19, 2013 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Target Credit Facility”), by and among Sunrise Growers, Inc., Farm Capital Incorporated and Pacific Ridge Farms, LLC, as borrowers, Sunrise Holdings (Delaware), Inc., as a guarantor, certain financial institutions, as lenders, and Bank of Montreal, as administrative agent, will be repaid in full in connection with the other Transactions and all commitments to extend credit under the Target Credit Facility will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (the “Refinancing”).

A-2

(f) The proceeds of (i) borrowings of up to $50.0 million under the Existing North American Credit Facility plus, at either Borrowers’ election, an additional $20.0 million to fund incremental peak working capital fluctuations of the Target and its subsidiaries plus, at either Borrowers’ election, an amount sufficient to fund any OID or upfront fees required to be funded in connection with the issuance of any Holdco PIK Notes or the Opco Notes (or any Takeout Securities issued in lieu of either thereof), (ii) the Holdco Bridge Facility, the Holdco PIK Notes and/or the Equity Securities (or any Takeout Securities issued in lieu of the Holdco PIK Notes), (iii) the Opco Bridge Facility and/or the Opco Notes (or any Takeout Securities issued in lieu of the Opco Notes) and (iv) available cash on hand, if any, of the Holdco Borrower and its subsidiaries and the Target and its subsidiaries on the Closing Date will be applied to pay (A) the Acquisition Consideration, (B) the fees, costs and expenses incurred in connection with the Transactions (such fees, costs and expenses, the “Transaction Costs”) and (C) for the Refinancing (the amounts set forth in clauses (A) through (C) above, collectively, the “Acquisition Costs”).

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.

A-3

EXHIBIT B

PROJECT SHINE
HOLDCO INCREASING RATE BRIDGE FACILITY
SUMMARY OF PRINCIPAL TERMS AND CONDITIONS¹

Borrower:	SunOpta Inc
Transaction:	As set forth in Exhibit A to the Commitment Letter.
Bridge Administrative Agent:	BMO will act as sole and exclusive administrative agent for the Bridge Facility (in such capacity, the “Holdco Bridge Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors determined in consultation with, and reasonably acceptable to, the Borrower (together with the Initial Lenders, the “Holdco Bridge Lenders”), and will perform the duties customarily associated with such role.
Bridge Lead Arranger and Bridge Bookrunner:	BMOCM will act as the lead arranger for the Holdco Bridge Facility and lead bookrunner for the Holdco Bridge Facility, and will perform the duties customarily associated with such roles.
Bridge Loans:	The Holdco Bridge Lenders will make increasing rate bridge loans (the “Holdco Bridge Loans”) to the Holdco Borrower, available in a single borrowing on the Closing Date, in an aggregate principal amount as described in paragraph (c) of Exhibit A (the “Holdco Bridge Facility”).
Currency	US dollars only.
Purpose:	The proceeds of the Holdco Bridge Facility will be used by the Holdco Borrower on the Closing Date, together with the proceeds of the borrowings under the Existing North American Credit Facility, proceeds from the issuance of the Equity Securities (if any) , proceeds from the issuance of the Holdco PIK Notes (if any) (or any Takeout Securities issued in lieu of the Holdco PIK Notes), the proceeds of the Opco Bridge Facility, the proceeds from the issuance of the Opco Notes (if any) (or any “demand securities” issued in lieu of the Opco Notes) and available cash on hand, if any, at the Holdco Borrower and the Opco Borrower, the Target and their respective subsidiaries, solely to pay Acquisition Costs.

^{_________________________________
1} All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which it is used.

B-1

Ranking:	The Holdco Bridge Facility will constitute unsecured senior subordinated indebtedness of the Holdco Borrower, subordinated in right of payment on such terms only to the obligations of the Holdco Borrower under any indebtedness of the Opco Borrower and its subsidiaries for which the Holdco Borrower is also obligated (whether directly or by guarantee), including the Existing North American Credit Facility and the Opco Bridge Facility and/or the Opco Notes, and will contain payment subordination provisions customary for recently issued high yield unsecured senior subordinated debt securities. The Holdco Bridge Facility will otherwise rank equal in right of payment with all other existing and future senior indebtedness of the Holdco Borrower and senior to all existing and future subordinated indebtedness of the Holdco Borrower that expressly provides for its subordination to the Holdco Bridge Facility. Any indebtedness of Unrestricted Subsidiaries (as defined below) shall be non-recourse to the Holdco Borrower.
Guarantees:	None.
Security:	None.
PIK Toggle:	Interest on any Holdco Bridge Loans will be payable in full in cash by the Holdco Borrower in the case of the first two interest payments that apply to full quarterly interest periods after the Closing Date. Thereafter, with respect to each interest period prior to the final maturity, acceleration or full redemption of the Holdco Bridge Loans, at any time that there is a Distributable Cash Amount (to be defined in the Holdco Bridge Facilities Documentation (as defined below) as the sum of (x) unrestricted cash held by the Holdco Borrower and (y) the amount of unrestricted cash held by the Opco Borrower or its domestic subsidiaries that is permitted to be distributed to the Holdco Borrower under any operative financing facilities or agreements of the Opco Borrower and applicable law, in the case of each of the preceding clauses (x) and (y) calculated as of the date that is 15 days prior to the beginning of the applicable interest period, and subject to thresholds and exceptions to be mutually agreed), the Holdco Borrower shall first apply the Distributable Cash Amount as a cash payment in respect of the outstanding interest payments (a “Cash Payment”) and second make the remaining interest payment (if any) by adding such interest to the principal amount (a “PIK Payment”). Notwithstanding anything to the contrary herein, with respect to each interest period for which the Holdco Borrower has made a PIK Payment, interest shall be payable (as to the portion of the interest subject to such PIK Payment only) at the applicable rate for such interest period as set forth below plus 75 basis points (such 75 basis point increase, the “PIK Margin Increase”).

B-2

Interest Rates:	The Holdco Bridge Loans will initially bear interest at a rate per annum equal to the sum of the greater of (i) the London interbank offered rate (“LIBOR”) for US dollars (for interest periods of 1, 2, 3 or 6 months, as selected by the Holdco Borrower) and (ii) 1.00% plus, in each case, the Spread. The “Spread” will initially equal 10.25% (before giving effect to any PIK Margin Increase) or 11.00% (after giving effect to any PIK Margin Increase). If the Holdco Bridge Loans are not repaid in full within three months following the Closing Date, the Spread will increase by 75 basis points at the end of such three month period and will increase by an additional 75 basis points at the end of each three month period thereafter.
	Notwithstanding anything to the contrary set forth above, at no time, other than as provided under the heading “Default Rate” below, shall the per annum yield on the Holdco Bridge Loans exceed the amount specified in the Fee Letter in respect of the Holdco Bridge Facility as the “Holdco Total Cap”, or, with respect to any interest period for which the Holdco Borrower has made a PIK Payment (and as to the portion of the interest subject to such PIK Payment only), exceed the amount specified in the Fee Letter in respect of the Holdco Bridge Facility as the “Holdco PIK Total Cap”.
	Upon the occurrence of a Holdco Demand Failure Event (as defined in the Fee Letter), the outstanding Holdco Bridge Loans will automatically and immediately accrue interest at the Holdco Total Cap (or, with respect to any interest period for which the Holdco Borrower has made a PIK Payment, the Holdco PIK Total Cap (as to the portion of the interest subject to such PIK Payment only)).
	Following the Initial Holdco Bridge Loan Maturity Date, all outstanding Holdco Extended Term Loans will accrue interest at a rate equal to the Holdco Total Cap (or, with respect to any interest period for which the Holdco Borrower has made a PIK Payment, the Holdco PIK Total Cap (as to the portion of the interest subject to such PIK Payment only)).
Interest Payments:	Interest on the Holdco Bridge Facility will be payable quarterly in arrears.

B-3

Default Rate:	Upon the occurrence and during the continuance of any payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.0% per annum.
Maturity:	All Holdco Bridge Loans will have an initial maturity date that is the one year anniversary of the Closing Date (the “Holdco Bridge Loan Maturity Date”), which shall automatically be extended as provided below. If any of the Holdco Bridge Loans have not been previously repaid in full on or prior to the Holdco Bridge Loan Maturity Date, so long as no bankruptcy event of default has occurred and is continuing as of such date, such Holdco Bridge Loans shall automatically be extended into and become senior unsecured term loans (each, a “Holdco Extended Term Loan”) due on the date that is seven years and six months after the Closing Date and having the terms set forth in Annex II to this Exhibit B. The date on which Holdco Bridge Loans become Holdco Extended Term Loans is referred to as the “Holdco Extension Date”.
	At any time on or after the Holdco Extension Date, from time to time at the option of the Holdco Bridge Lenders, but no more than a number of times to be mutually agreed upon in any calendar quarter, indebtedness under the Holdco Extended Term Loans may be exchanged (in whole or in part) for exchange notes (the “Holdco Exchange Notes”) having an equal principal amount to the indebtedness so exchanged and having the terms set forth in Annex III to this Exhibit B; provided that the Holdco Borrower may defer each issuance of a series of Holdco Exchange Notes until such time as the Holdco Borrower shall have received requests to issue an aggregate of at least $40,000,000 in aggregate principal amount of Holdco Exchange Notes (or less, if used to exchange the entire outstanding amount of the Holdco Extended Term Loans for Holdco Exchange Notes).
	The Holdco Extended Term Loans will be governed by the provisions of the Holdco Bridge Facility Documentation and will have the same terms as the Holdco Bridge Facility except as expressly set forth in Annex II to this Exhibit B. The Holdco Extended Term Loans will not be considered to constitute new indebtedness of the Holdco Borrower but will evidence the same indebtedness as was evidenced by the Holdco Bridge Loans, which indebtedness will continue with full force and effect in the form of Holdco Extended Term Loans. The Holdco Exchange Notes will be issued pursuant to an indenture that will have the terms set forth in Annex III to this Exhibit B.

B-4

The Holdco Bridge Facility, the Holdco Extended Term Loans and the Holdco Exchange Notes shall rank equal in right of payment for all purposes.

Mandatory Prepayment:

The Holdco Borrower will be required to prepay the Holdco Bridge Loans on a pro rata basis at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (a) the net cash proceeds from the issuance of the Equity Securities, (b) the net cash proceeds from the Holdco PIK Notes and any other debt issuances by the Holdco Borrower (but not by the Opco Borrower or any of its subsidiaries); provided that, in the event any Holdco Bridge Lender or affiliate of a Holdco Bridge Lender purchases debt securities from the Holdco Borrower pursuant to a permitted securities demand at an issue price that is above the level at which such Holdco Bridge Lender or affiliate has reasonably determined such debt securities can be resold by such Holdco Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Holdco Borrower thereof), the net cash proceeds received by the Holdco Borrower in respect of such debt securities may, at the option of such Holdco Bridge Lender or affiliate, be applied first to prepay the Holdco Bridge Loans of such Holdco Bridge Lender or affiliate (provided that if there is more than one such Holdco Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Holdco Bridge Loans of all such Holdco Bridge Lenders or affiliates in proportion to such Holdco Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Holdco Borrower) prior to being applied to prepay the Holdco Bridge Loans held by other Holdco Bridge Lenders, and (c) the net cash proceeds from any non-ordinary course asset sales or dispositions or receipt of insurance proceeds by the Holdco Borrower or any of its restricted subsidiaries in excess of amounts required to be paid to lenders under the Existing Credit Facilities, the Opco Bridge Facility, the Opco Notes and/or any documentation governing any indebtedness of any restricted subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) (except in the case of any sale of the capital stock and assets of Opta Minerals Inc. (“Opta Minerals”), any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the proceeds of which will be applied to the Holdco Bridge Loans before application to the Opco Bridge Facility and the Opco Notes), in the case of any such prepayments pursuant to the foregoing clause (c) above, with exceptions, baskets and reinvestment provisions usual and customary for financings of this type to be set forth in the Holdco Bridge Facility Documentation and subject to the Documentation Principles, except that there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of the sale of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.

B-5

	The Holdco Borrower will also be required to offer to prepay the Holdco Bridge Loans following the occurrence of a change of control (to be defined in the Holdco Bridge Facility Documentation and subject to the Documentation Principles) at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repayment.
	These mandatory prepayment provisions will not apply to the Holdco Extended Term Loans.
Optional Prepayment:	The Holdco Bridge Facility may be prepaid, in whole or in part, without penalty or premium, at par plus accrued and unpaid interest upon not less than three business days’ prior written notice, at the option of the Holdco Borrower at any time; provided that, upon the occurrence of a Holdco Demand Failure Event, except as otherwise limited by the provisions set forth in section of the Fee Letter entitled “Holdco Securities Demand”, the outstanding Holdco Bridge Loans will automatically and immediately be subject to the call protection provisions applicable to the Holdco Exchange Notes.
Right to Resell Bridge Facility:	Each Holdco Bridge Lender shall have the absolute and unconditional right to resell or assign the Holdco Bridge Loans held by it in compliance with applicable law to any third party at any time, with the consent of the Holdco Borrower (not to be unreasonably withheld, conditioned or delayed) and with notice to the Holdco Bridge Administrative Agent; provided that the Holdco Borrower’s consent shall not be required (i) at any time after the Holdco Bridge Loan Maturity Date, (ii) after the occurrence and during the continuance of a Holdco Demand Failure Event or payment or bankruptcy event of default or (iii) to the extent that the Initial Lenders would continue to hold a majority in aggregate principal amount of the Holdco Bridge Loans after giving effect to such sale or assignment. The Holdco Bridge Lenders will be permitted to sell participations in their Holdco Bridge Loans without restriction in accordance with applicable law and consistent with the Documentation Principles.

B-6

Conditions to Borrowing:	The availability of the borrowing under the Holdco Bridge Facility on the Closing Date shall be subject solely to the applicable conditions set forth in Exhibit D of the Commitment Letter.
Bridge Facility Documentation:	The definitive documentation for the Holdco Bridge Facility (the “Holdco Bridge Facility Documentation”) shall be in form customary for financings of this nature and consistent with the Documentation Principles.
Representations and Warranties:	The Holdco Bridge Facility Documentation will contain customary representations and warranties for financings of this nature and consistent with the Documentation Principles.
Covenants:	The Holdco Bridge Facility Documentation will contain such affirmative and negative covenants applicable to the Holdco Borrower and the restricted subsidiaries as are usual and customary for financings of this nature and consistent with the Documentation Principles; it being understood and agreed that the covenants of the Holdco Bridge Loans (and the Holdco Extended Term Loans and the Holdco Exchange Notes) will be incurrence-based covenants customary for Rule 144A “for life” holdco high yield transactions, otherwise consistent with the Documentation Principles and reflecting the provisions of Annex I to Exhibit B. Prior to the Holdco Bridge Loan Maturity Date, the debt and lien incurrence and restricted payment covenants of the Holdco Bridge Loans will be more restrictive than those of the Holdco Extended Term Loans and the Holdco Exchange Notes, as reasonably agreed by the Lead Arranger and the Borrower.
Unrestricted Subsidiaries:	Opta Minerals plus other “Unrestricted Subsidiaries” (to be defined in a manner consistent with similar holdco high yield transactions and otherwise consistent with the Documentation Principles) are herein referred to as “Unrestricted Subsidiaries”. For the avoidance of doubt, all subsidiaries of the Holdco Borrower that are not Unrestricted Subsidiaries are “restricted subsidiaries.”
Events of Default:	The Holdco Bridge Facility Documentation will contain customary Events of Default for a financing of this type and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit B, limited to: (subject to materiality thresholds, baskets, grace periods and other exceptions and qualifications to be agreed upon): nonpayment of principal, interest or other amounts; violation of covenants; inaccuracy of representations and warranties in any material respect; cross payment default; cross acceleration to material indebtedness; bankruptcy or insolvency of the Holdco Borrower or its material restricted subsidiaries; material monetary judgments.

B-7

Voting:	Amendments and waivers of the Holdco Bridge Facility Documentation will require the approval of Holdco Bridge Lenders holding more than 50% of the aggregate principal amount of the Holdco Bridge Facility, except that the consent of each Holdco Bridge Lender directly adversely affected thereby shall be required with respect to (a) reductions of principal (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute a reduction in principal), interest (other than a waiver of default interest) or fees payable to such Holdco Bridge Lender, (b) extensions of the final maturity of the Holdco Bridge Facility (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an extension of the final maturity date) of such Holdco Bridge Lender or the due date of any interest or fee payment and (c) changes in voting percentages.
Replacement of Lenders	The Holdco Bridge Facility Documentation shall contain customary provisions for replacing (a) defaulting lenders, (b) Lenders asserting a claim for any funding protection whether for increased costs, taxes, required indemnity payments or otherwise and (c) non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders under the Holdco Bridge Facility or of all Lenders directly affected thereby so long as the consent of Lenders holding at least 50.1% of the aggregate amount of loans and commitments under the Holdco Bridge Facility, or of the Lenders affected thereby, has been obtained.
Cost and Yield Protection:	Customary for facilities of this type and consistent with the Documentation Principles.
Expenses and Indemnification:	Customary for facilities of this type and consistent with the Documentation Principles.
Governing Law and Forum:	New York

B-8

US Counsel to the Bridge Administrative Agent:	Paul Hastings LLP
Canadian Counsel to the Bridge Administrative Agent:	Goodmans LLP

B-9

ANNEX I TO
EXHIBIT B

Guarantees
Opco Facilities
•	The Opco Facilities (including the Opco Bridge Loans, Opco Extended Term Loans, Opco Exchange Notes and any Takeout Securities issued in lieu of the Opco Notes, collectively, the “Opco Facilities”) shall benefit from upstream guarantees from domestic restricted subsidiaries of the Opco Borrower (to the extent they guarantee the Existing North American Credit Facility) and a downstream guarantee from the Holdco Borrower.
Holdco Facilities
•	There will be no upstream guarantees of the Holdco Facilities (as defined below) from any subsidiaries.
General Covenant Structure
Opco Facilities
•	The covenants under the Opco Facilities shall regulate the Holdco Borrower and its restricted subsidiaries (with the Opco Borrower being such a restricted subsidiary).
Holdco Facilities
•	The covenants under the Holdco Facilities (including the Holdco Bridge Loans, Holdco Extended Term Loans, Holdco Exchange Notes and any Takeout Securities issued in lieu of the Holdco PIK Notes, collectively, the “Holdco Facilities” and, together with the Opco Facilities, the “Facilities”) shall regulate the Holdco Borrower and its restricted subsidiaries (with the Opco Borrower being such a restricted subsidiary).
Financial Reporting
•	Financial reporting under each Facility shall be at the Holdco Borrower and its subsidiaries on a consolidated basis.
Restricted Payments Covenant
•	Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities.
Opco Facilities
•	Customary covenant, but regulating restricted payments by the Holdco Borrower and its restricted subsidiaries and consisting of a customary 50% Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, plus the additional exceptions described below.

Annex I-B-1

o For so long as any Holdco Facilities are outstanding, the Opco Facilities will treat any cash payment of principal or interest on the Holdco Facilities as a “Restricted Payment” by the Holdco Borrower, with exceptions from this particular limitation to include (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) repayments or redemptions of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Holdco Borrower and (iii) the exception described in the bullet below.

o In addition, the Opco Facilities will permit the repayment or redemption of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Holdco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Holdco Facilities being refinanced (taking into account any accrual of PIK interest to the date of refinancing, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the guarantee of Holdco under the Opco Facilities and is unsecured, (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Holdco Facilities being refinanced and at least 91 days later than the stated maturity of the Opco Facilities and a weighted average life to maturity equal to or greater than the Holdco Facilities being refinanced, (4) includes limitations on cash interest (or dividend) payments no more favorable to the debtholders (or preferred stockholders) than those of the Holdco Facilities being refinanced and (5) bears interest (or accrues dividends) at a rate no greater than the interest rate applicable to the Holdco Facilities being refinanced.

• For so long as any Holdco Facilities are outstanding, the Opco Facilities shall contain an additional covenant regulating certain restricted payments by the Opco Borrower, consisting of a customary 50% of Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, including (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) an exception for excess asset sale proceeds that the Holdco Borrower may be required to apply to the Existing Credit Facilities or the Holdco Facilities (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility, and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities), (iii) an exception for customary expenses at the Holdco Borrower, (iv) repayments or redemptions of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Opco Borrower and (v) repayment or redemption of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Opco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Opco Facilities being refinanced, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the Existing North American Credit Facility and (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Opco Facilities being refinanced and a weighted average life to maturity equal to or greater than the Opco Facilities being refinanced .

Annex I-B-2

	o	This additional covenant shall regulate only dividends by the Opco Borrower to the Holdco Borrower and repurchases by the Opco Borrower of the Holdco Borrower’s stock and shall not regulate investments by the Opco Borrower or repurchases of the Opco Borrower’s debt by the Opco Borrower.
•	For the avoidance of doubt, the Opco Facilities shall not restrict the payment by Holdco of obligations owing by it under the ABL and shall not restrict the upstreaming of funds from the Opco Borrower to the Holdco Borrower to be used for such purpose.
•	The Opco Facilities shall permit any AHYDO “catch-up” payments to be made, but only if required under applicable tax laws.
Holdco Facilities
•		Customary restricted payment covenant, consisting of a customary 50% Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, plus exceptions that match any additional exceptions described above, as applicable.
•		The Holdco Facilities shall permit any AHYDO “catch-up” payments to be made, but only if required under applicable tax laws.
Debt and Preferred Stock Incurrence Covenant
•		Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities (all ratios are to be calculated using the Holdco Borrower’s financials).
Opco Facilities
•		The Fixed Charge Coverage Ratio permission will be capped for non-guarantors at an amount to be agreed.
•		The credit facilities basket shall permit growth based on accounts receivable and inventory, not fixed asset collateral borrowing base.

Annex I-B-3

•	There shall be no restriction on the Opco Borrower or the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.
•	Other baskets (including a general basket) to be agreed, and certain of these baskets (including the general basket) to be agreed may also be capped for non-guarantors.
Holdco Facilities
•	The credit facilities basket shall permit growth based on accounts receivable and inventory, not fixed asset collateral borrowing base.
•	There shall be no restriction on the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.
•	Other baskets (including a general basket) to be agreed.
Asset Sale Covenant
•	Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities.
•	Repayment of ABL debt and other debt of the Opco Borrower using proceeds from all asset sales shall satisfy the asset sale covenant in both the Holdco Facilities and the Opco Facilities. Repayment of debt of Opta Minerals using proceeds of sale of assets of Opta Minerals shall satisfy the asset sale covenant in both the Holdco Facilities and Opco Facilities.
Opco Facilities only
•	If any Excess Proceeds remain and are required to be applied to payment of the Holdco Facilities, the additional restricted payment covenant in the Opco Facilities shall permit the Opco Borrower to make restricted payments to the Holdco Borrower with “Excess Proceeds” from asset sales (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities).
•	If any Excess Proceeds from any sale of Opta Minerals remain after repayment of Opta Minerals’ debt, such proceeds shall be applied first to reduce the Holdco Facilities (if permitted by the Existing Credit Facilities), and thereafter to reduce the Opco Facilities.
Affiliate Transactions Covenant
•	The Opco Facilities and the Holdco Facilities shall permit all dealings and transactions between and among (1) the Opco Borrower and its restricted subsidiaries and (2) the Holdco Borrower and its restricted subsidiaries, as well as other exceptions for dealings between and among such persons and other affiliates.

Annex I-B-4

Lien Covenant
•	The lien covenant in both Facilities shall regulate the Holdco Borrower and the Lien covenant of the Opco Facilities shall regulate the guarantors of such Facilities, and all ratio calculations shall be calculated using the Holdco Borrower’s financials.
Dividend Stoppers Covenant
•	The additional restricted payment covenant described above in the Opco Facilities shall be expressly permitted by the Holdco Facilities.
Merger Covenant
•	Each Facility shall contain a single covenant at the Holdco Borrower pertaining to a merger of the Holdco Borrower or a sale of substantially all its assets
Change of Control
•	Each Facility shall contain a single covenant at the Holdco Borrower pertaining to a change of control of the Holdco Borrower and the Holdco Borrower ceasing to own 100% of the capital stock of the Opco Borrower.
Defaults
•	Each Facility shall contain defaults pertaining to the Holdco Borrower and its restricted subsidiaries (including the Opco Borrower).
Definitions
•	The Holdco Consolidated Net Income definition shall not exclude the Opco Borrower’s net income due to the additional restricted payments covenant at the Opco Borrower described above.
Other Changes
•	Such other changes reasonably requested by the Borrowers and agreed by the Lead Arranger (acting reasonably) to reflect the need for ongoing operational flexibility, consistent with the foregoing and the Documentation Principles.

Annex I-B-5

ANNEX II TO
EXHIBIT B

HOLDCO EXTENDED TERM LOANS

Maturity:	The Holdco Extended Term Loans will mature on the date that is seven years and six months after the Closing Date.
Interest Rate:	The Holdco Extended Term Loans will bear interest at a rate per annum equal to the Holdco Total Cap (or, with respect to any interest period for which the Holdco Borrower has made a PIK Payment, the Holdco PIK Total Cap (as to the portion of the interest subject to such PIK Payment only)).
	Interest shall be payable quarterly and on the maturity date of the Holdco Extended Term Loans, in each case payable in arrears and computed on the basis of a 365-day year.
Default Rate:	Upon the occurrence and during the continuance of any payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.0% per annum.
Guarantees:	None.
Security:	None.
Covenants, Defaults and Mandatory Offers to Purchase:	Upon and after the Holdco Bridge Loan Maturity Date, the covenants, mandatory prepayments (other than with respect to a change of control, with respect to which the provisions of the Holdco Bridge Loans will apply) and defaults which would be applicable to the Holdco Exchange Notes, if issued, will also be applicable to the Holdco Extended Term Loans in lieu of the corresponding provisions of the Holdco Bridge Loan Documentation.
Optional Prepayment:	The Holdco Extended Term Loans may be prepaid, in whole or in part, at par, plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Holdco Borrower at any time; provided that upon the occurrence of a Holdco Demand Failure Event, the outstanding Holdco Extended Term Loans will automatically and immediately be subject to the call protection provisions applicable to the Holdco Exchange Notes.
Governing Law and Forum:	New York.

Annex II-B-1

ANNEX III TO
EXHIBIT B

HOLDCO EXCHANGE NOTES

Issuer:	The Borrower will issue the Holdco Exchange Notes under an indenture. The Holdco Borrower or an affiliate, in its capacity as the issuer of the Holdco Exchange Notes, is referred to as the “Holdco Issuer”.
Principal Amount:	The Holdco Exchange Notes will be issued on or after the Holdco Extension Date. The principal amount of any Holdco Exchange Note will equal 100% of the aggregate principal amount of the Holdco Extended Term Loan for which it is exchanged. In the case of a partial exchange, the minimum amount of Holdco Extended Term Loans to be exchanged for Holdco Exchange Notes will be $40,000,000 (or less if used to exchange the entire outstanding amount of the Holdco Extended Term Loans).
Maturity:	The Holdco Exchange Notes will mature on the date that is seven years and six months after the Closing Date.
Interest Rate:	The Holdco Exchange Notes will bear interest payable semi-annually at a weighted average yield which shall not exceed the Holdco Total Cap (or, with respect to any interest period for which the Holdco Borrower has made a PIK Payment, the Holdco PIK Total Cap (as to the portion of the interest subject to such PIK Payment only)).
Guarantees:	None.
Security:	None.
Offer of Purchase upon Change of Control:	The Holdco Issuer will be required to make an offer to repurchase the Holdco Exchange Notes following the occurrence of a change of control (to be defined in a manner consistent with high- yield debt offerings giving effect to the Documentation Principles) at a price in cash equal to 101% (or 100% in the case of Holdco Exchange Notes held by the Commitment Parties or their respective affiliates excluding Holdco Exchange Notes held by them in connection with market making activities or asset management affiliates purchasing the Holdco Exchange Notes in the ordinary course of their business as part of a regular distribution of the Holdco Exchange Notes (“Asset Management Affiliates”)) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase, unless the Holdco Issuer shall redeem such Holdco Exchange Notes pursuant to the “Optional Redemption” section below.

Annex III-B-1

Offer to Purchase from Asset Sale Proceeds:	The Holdco Issuer will be required to make an offer to repurchase the Holdco Exchange Notes (and, if outstanding, prepay the Holdco Extended Term Loans) on a pro rata basis, which offer shall be at 100% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase with a portion of the net cash proceeds from any non-ordinary course asset sales or dispositions or receipt of insurance proceeds by the Holdco Borrower or its restricted subsidiaries in excess of amounts required to be paid to lenders under the Existing Credit Facilities, the Opco Bridge Facility, the Opco Notes and/or any documentation governing any indebtedness of any restricted subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) (except in the case of a sale of assets or capital stock of Opta Minerals, any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the proceeds of which will be offered to be applied to the repurchase of Holdco Exchange Notes before application to the Opco Bridge Facility and the Opco Notes), with such proceeds being applied to the Holdco Extended Term Loans and the Holdco Exchange Notes in a manner to be agreed, subject to exceptions, baskets and reinvestment provisions usual and customary for financings of this type, except that there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of sales of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.
Optional Redemption:	Except as set forth in the next two succeeding paragraphs, the Holdco Exchange Notes shall be no-call in the first year following the Holdco Bridge Loan Maturity Date, and thereafter shall be redeemable during the second and third years following such date at a redemption prices equal to par plus 2.00% and 1.00%, respectively.
	Prior to the one year anniversary of the Holdco Bridge Loan Maturity Date, the Holdco Issuer may redeem Holdco Exchange Notes at a redemption price equal to par plus a customary make-whole premium (calculated as of any redemption date using the weekly average yield on traded U.S. treasury securities adjusted to a constant maturity of one year plus 50 basis points).

Annex III-B-2

	Prior to the one year anniversary of the Holdco Bridge Loan Maturity Date, the Holdco Borrower may redeem up to 100% of the aggregate principal amount of the Holdco Exchange Notes with proceeds from qualified equity offerings of the Holdco Borrower at a redemption price equal to par plus 2.00%.
	Notwithstanding any of the foregoing, any Holdco Exchange Notes held by (and for so long as they are held by) the Commitment Parties or their respective affiliates (other than Asset Management Affiliates or Holdco Exchange Notes purchased in the secondary market) shall be redeemable at any time and from time to time at the option of the Holdco Borrower at a redemption price equal to par plus accrued and unpaid interest to the redemption date.
Defeasance Provisions:	Customary for high yield transactions and consistent with the Documentation Principles.
Amendment/Waiver:	Customary for high yield transactions and consistent with the Documentation Principles.
Covenants:	Customary for high yield transactions and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit B.
Registration Rights:	None.
Right to Transfer Holdco Exchange Notes:	The holders of the Holdco Exchange Notes (including the Holdco Bridge Lenders) shall have the right to transfer such Holdco Exchange Notes to any third parties, subject to compliance with applicable securities and other law.
Events of Default:	Customary for high yield transactions and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit B.
Governing Law and Forum:	New York.

Annex III-B-3

EXHIBIT C

PROJECT SHINE
OPCO SECOND LIEN INCREASING RATE BRIDGE FACILITY
SUMMARY OF PRINCIPAL TERMS AND CONDITIONS²

Borrower:	SunOpta Foods Inc
Transaction:	As set forth in Exhibit A to the Commitment Letter.
Bridge Administrative Agent and Collateral Agent:	BMO will act as sole and exclusive administrative agent and collateral agent for the Opco Bridge Facility (in such capacity, the “Opco Bridge Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors determined in consultation with and reasonably acceptable to the Opco Borrower (together with the Initial Lenders, the “Opco Bridge Lenders”), and will perform the duties customarily associated with such role.
Bridge Lead Arranger and Bridge Bookrunner:	BMOCM will act as the lead arranger for the Opco Bridge Facility and lead bookrunner for the Opco Bridge Facility, and will perform the duties customarily associated with such roles.
Bridge Loans:	The Opco Bridge Lenders will make increasing rate second lien secured bridge loans (the “Opco Bridge Loans”) to the Opco Borrower, available in a single borrowing on the Closing Date in an aggregate principal amount of in an aggregate principal amount as described in paragraph (d) of Exhibit A (the “Opco Bridge Facility”).
Currency	US dollars only.
Purpose:	The proceeds of the Opco Bridge Facility will be used by the Opco Borrower on the Closing Date, together with the proceeds of the borrowings under the Existing North American Credit Facility, proceeds from the issuance of the Opco Notes (if any) (or any Takeout Securities issued in lieu of the Opco Notes), proceeds of the Holdco Bridge Facility, proceeds from the issuance of Equity Securities (if any), proceeds from the issuance of the Holdco PIK Notes (or any Takeout Securities issued in lieu of the Holdco PIK Notes) and available cash on hand, if any, at the Opco Borrower and the Holdco Borrower and the Target and their respective subsidiaries, solely to pay Acquisition Costs.

^{__________________________
2} All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used.

Ranking:	The Opco Bridge Facility will rank equal in right of payment with all existing and future senior indebtedness (including the Existing North American Credit Facility) of the Opco Borrower and Guarantors and senior to all existing and future subordinated indebtedness of the Opco Borrower and Guarantors that expressly provides for its subordination to the Opco Bridge Facility (including, in the case of the Holdco Borrower, the Holdco Bridge Facility). The Opco Bridge Facility shall have a claim on Collateral that is junior only to the claim on such Collateral of the Existing North American Credit Facility. Any indebtedness of Unrestricted Subsidiaries (as defined below) shall be non-recourse to the Opco Borrower and Guarantors.
Guarantees:	All of the obligations of the Opco Borrower under the Opco Bridge Facility will be unconditionally guaranteed jointly and severally on an equal priority senior second lien secured basis by the Holdco Borrower and those subsidiaries of the Opco Borrower that are guarantors under the Existing North American Credit Facility (the “Subsidiary Guarantors” and, together with the Holdco Borrower, the “Guarantors”). For clarity, the Target and its subsidiaries shall, after giving effect to the Acquisition, immediately become Guarantors to extent required by the term of the Existing North American Credit Facility.
Security:	(1) All obligations of the Opco Borrower under the Opco Bridge Facility and (2) any Guarantees thereof will be secured by a perfected second priority security interest in the same assets of the Opco Borrower, the Holdco Borrower and the Subsidiary Guarantors that secure the obligations under the Existing North American Credit Facility (the “Collateral”).
	The liens on the Collateral securing the Existing North American Credit Facility will be senior in priority to the liens on such Collateral securing the Opco Bridge Facility and any permitted refinancings thereof. The priority of the security interests and related creditor rights between the Existing North American Credit Facility, the Holdco Bridge Facility and the Opco Bridge Facility will be set forth in a customary intercreditor agreement (the “Intercreditor Agreement”) on terms and conditions to be mutually agreed.
Interest Rates:	The Opco Bridge Loans will initially bear interest at a rate per annum equal to the sum of the greater of the (i) London interbank offered rate (“LIBOR”) for US dollars (for interest periods of 1, 2, 3 or 6 months as selected by theOpco Borrower) and (ii) 1.00% plus the Spread. The “Spread” will initially equal 6.00%. If the Opco BridgeLoans are not repaid in full within three months followingthe Closing Date, the Spread will increase by 50 basis pointsat the end of such three month period and will increase by an additional 50 basis points at the end of each three month period thereafter

C-2

	Notwithstanding anything to the contrary set forth above, at no time, other than as provided under the heading “Default Rate” below, shall the per annum yield on Opco Bridge Loans be greater than the Opco Total Cap (as defined in the Fee Letter).
	Upon the occurrence of an Opco Demand Failure Event (as defined in the Fee Letter), the outstanding Opco Bridge Loans will automatically and immediately accrue interest at the Opco Total Cap.
	Following the Opco Bridge Loan Maturity Date, all outstanding Opco Extended Term Loans will accrue interest at the Opco Total Cap.
Interest Payments:	Interest on the Opco Bridge Loans will be payable in arrears at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the Initial Opco Bridge Loan Maturity Date. Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.
Default Rate:	Upon the occurrence and during the continuance of any payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.0% per annum.
Maturity:	All Opco Bridge Loans will have an initial maturity date that is the one year anniversary of the Closing Date (the “Opco Bridge Loan Maturity Date”), which shall automatically be extended as provided below. If any of the Opco Bridge Loans have not been previously repaid in full on or prior to the Opco Bridge Loan Maturity Date, so long as no bankruptcy event of default has occurred and is continuing as of such date, such Opco Bridge Loans shall automatically be extended into and become senior secured second lien term loans (each, an “Opco Extended Term Loan”) due on the date that is seven years after the Closing Date and having the terms set forth in Annex II to this Exhibit C. The date on which Opco Bridge Loans become Opco Extended Term Loans is referred to as the “Opco Extension Date”.

C-3

	At any time on or after the Opco Extension Date, from time to time at the option of the Opco Bridge Lenders, but no more than a number of times to be mutually agreed upon in any calendar quarter, indebtedness under the Opco Extended Term Loans may be exchanged (in whole or in part) for exchange notes (the “Opco Exchange Notes”) having an equal principal amount to the indebtedness so exchanged and having the terms set forth in Annex III to this Exhibit C; provided that the Opco Borrower may defer each issuance of a series of Opco Exchange Notes until such time as the Opco Borrower shall have received requests to issue an aggregate of at least $50,000,000 in aggregate principal amount of Opco Exchange Notes (or less if used to exchange the entire outstanding amount of the Opco Extended Term Loans).
	The Opco Extended Term Loans will be governed by the provisions of the Opco Bridge Facility Documentation and will have the same terms as the Opco Bridge Facility except as expressly set forth in Annex II to this Exhibit C. The Opco Extended Term Loans will not be considered to constitute new indebtedness of the Opco Borrower but will evidence the same indebtedness as was evidenced by the Opco Bridge Loans, which indebtedness will continue with full force and effect in the form of Opco Extended Term Loans. The Opco Exchange Notes will be issued pursuant to an indenture that will have the terms set forth in Annex III to this Exhibit C.
	The Opco Bridge Facility, the Opco Extended Term Loans and the Opco Exchange Notes shall rank equal in right of payment for all purposes.
Mandatory Prepayment:	The Opco Borrower will be required to prepay the Opco Bridge Loans on a pro rata basis at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (a) the net cash proceeds from the issuance of the Opco Notes; provided that, in the event any Opco Bridge Lender or affiliate of a Opco Bridge Lender purchases debt securities from the Opco Borrower pursuant to a permitted securities demand at an issue price that is above the level at which such Opco Bridge Lender or affiliate has reasonably determined such debt securities can be resold by such Opco Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Opco Borrower thereof), the net cash proceeds received by the Opco Borrower in respect of such debt securities may, at the option of such Opco Bridge Lender or affiliate, be applied first to prepay the Opco Bridge Loans of such Opco Bridge Lender or affiliate (provided that if there is more than one such Opco Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Opco Bridge Loans of all such Opco Bridge Lenders or affiliates in proportion to such Opco Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Opco Borrower) prior to being applied to prepay the Opco Bridge Loans held by other Opco Bridge Lenders, (b) the net cash proceeds of certain debt issuances (to be defined in a mutually acceptable manner) by the Opco Borrower or any of its restricted subsidiaries, (c) the net cash proceeds of from certain equity offerings (subject to exceptions to be agreed, including, without limitation, equity issued to employee stock plans or similar plans) by the Holdco Borrower or any of its restricted subsidiaries occurring after the date that the Holdco PIK Notes (if any) and the Holdco Bridge Loans (if any) are repaid in full and (d) the net cash proceeds from any non-ordinary course asset sales or dispositions or receipt of insurance proceeds by the Opco Borrower or any of its restricted subsidiaries in excess of amounts either reinvested or required to be paid to the lenders under the Existing Credit Facilities (and, in the case of sales of assets or capital stock of Opta Minerals, any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the Holdco Facilities) or the holders of certain other indebtedness, in the case of any such prepayments pursuant to the foregoing clauses (b), (c) and (d) above with exceptions, baskets and reinvestment provisions usual and customary for financings of this type to be set forth in the Opco Bridge Facility Documentation and subject to the Documentation Principles, except that in the case of clause (d), there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of sales of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.

 C-4 

The Opco Borrower will also be required to offer to prepay the Opco Bridge Loans following the occurrence of a change of control (to be defined in the Opco Bridge Facility Documentation and subject to the Documentation Principles) at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repayment.

C-5

Optional Prepayment:	The Opco Bridge Facility may be prepaid, in whole or in part, without penalty or premium, at par plus accrued and unpaid interest upon not less than three business days’ prior written notice, at the option of the Opco Borrower at any time; provided that, upon the occurrence of an Opco Demand Failure Event, except as otherwise limited by the provisions set forth in the section of the Fee Letter entitled “Securities Demand”, the outstanding Opco Bridge Loans will automatically and immediately be subject to the call protection provisions applicable to the Opco Exchange Notes.
Right to Resell Bridge Facility:	Each Opco Bridge Lender shall have the absolute and unconditional right to resell or assign the Opco Bridge Loans held by it in compliance with applicable law to any third party at any time, with the consent of the Opco Borrower (not to be unreasonably withheld, conditioned or delayed) and with notice to the Opco Bridge Administrative Agent; provided that the Opco Borrower’s consent shall not be required (i) at any time after the Opco Bridge Loan Maturity Date, (ii) after the occurrence and during the continuance of an Opco Demand Failure Event or payment or bankruptcy event of default or (iii) to the extent that the Initial Lenders would continue to hold a majority in aggregate principal amount of the Opco Bridge Loans after giving effect to such sale or assignment.
	The Opco Bridge Lenders will be permitted to sell participations in their Opco Bridge Loans without restriction in accordance with applicable law and consistent with the Documentation Principles.
Conditions to Borrowing:	The availability of the borrowing under the Opco Bridge Facility on the Closing Date shall be subject solely to the applicable conditions set forth in Exhibit D to the Commitment Letter.
Bridge Facility Documentation:	The definitive documentation for the Opco Bridge Facility (the “Opco Bridge Facility Documentation”) shall be in form customary for financings of this nature and consistent with the Documentation Principles.
Representations and Warranties:	The Opco Bridge Facility Documentation will contain customary representations and warranties for financings of this nature applying to the Opco Borrower and its restricted subsidiaries.
Covenants:	The Opco Bridge Facility Documentation will contain such affirmative and negative covenants applicable to the Holdco Borrower, the Opco Borrower and its restricted subsidiaries as are usual and customary for financings of this nature, consistent with the Documentation Principles, it being understood and agreed that the covenants of the Opco Bridge Loans (and the Opco Extended Term Loans and the Opco Exchange Notes) will be incurrence-based covenants, customary for other Rule 144A “for life” high yield transactions, otherwise consistent with the Documentation Principles and reflecting the provisions of Annex I to Exhibit C. Prior to the Opco Bridge Loan Maturity Date, the debt and lien incurrence and the restricted payment covenants of the Opco Bridge Loans will be more restrictive than those of the Opco Extended Term Loans and the Opco Exchange Notes, as reasonably agreed by the Lead Arranger and the Opco Borrower.

C-6

Unrestricted Subsidiaries:	Opta Minerals plus other “Unrestricted Subsidiaries” (to be defined in a manner consistent with similar high yield debt offerings and otherwise consistent with the Documentation Principles) are herein referred to as “Unrestricted Subsidiaries”. For the avoidance of doubt, all subsidiaries of the Holdco Borrower that are not Unrestricted Subsidiaries are “restricted subsidiaries.”
Events of Default:	The Opco Bridge Facility Documentation will contain customary Events of Default for a financing of this type and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit C, limited to: (subject to materiality thresholds, baskets, grace periods and other exceptions and qualifications to be agreed upon): nonpayment of principal, interest or other amounts; violation of covenants; inaccuracy of representations and warranties in any material respect; cross payment default; cross acceleration to material indebtedness; bankruptcy or insolvency of the Opco Borrower or its material restricted subsidiaries; material monetary judgments; ERISA and Canadian pension events and actual or asserted invalidity of a Guarantor’s guaranty.
Voting:	Amendments and waivers of the Opco Bridge Facility Documentation will require the approval of Opco Bridge Lenders holding more than 50% of the aggregate principal amount of the Opco Bridge Facility, except that the consent of each Opco Bridge Lender directly adversely affected thereby shall be required with respect to (a) reductions of principal (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute a reduction in principal), interest (other than a waiver of default interest) or fees payable to such Opco Bridge Lender, (b) extensions of the final maturity of the Opco Bridge Facility (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an extension of the final maturity date) of such Opco Bridge Lender or the due date of any interest or fee payment, (c) releases of all or substantially all Guarantors or Collateral and (d) changes in voting thresholds.

C-7

Replacement of Lenders	The Opco Bridge Facility Documentation shall contain customary provisions for replacing (a) defaulting lenders, (b) Lenders asserting a claim for any funding protection whether for increased costs, taxes, required indemnity payments or otherwise and (c) non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders under the Opco Bridge Facility or of all Lenders directly affected thereby so long as the consent of Lenders holding at least 50.1% of the aggregate amount of loans and commitments under the Opco Bridge Facility, or of the Lenders affected thereby, has been obtained.
Cost and Yield Protection:	Customary for facilities of this type and consistent with the Documentation Principles.
Expenses and Indemnification:	Customary for facilities of this type and consistent with the Documentation Principles.
Governing Law and Forum:	New York
US Counsel to the Bridge Administrative Agent:	Paul Hastings LLP
Canadian Counsel to the Bridge Administrative Agent:	Goodmans LLP

C-8

ANNEX I TO
EXHIBIT C

Guarantees
Opco Facilities
•	The Opco Facilities (including the Opco Bridge Loans, Opco Extended Term Loans, Opco Exchange Notes and any Takeout Securities issued in lieu of the Opco Notes, collectively, the “Opco Facilities”) shall benefit from upstream guarantees from domestic restricted subsidiaries of the Opco Borrower (to the extent they guarantee the Existing North American Credit Facility) and a downstream guarantee from the Holdco Borrower.
Holdco Facilities
•	There will be no upstream guarantees of the Holdco Facilities (as defined below) from any subsidiaries.
General Covenant Structure
Opco Facilities
•	The covenants under the Opco Facilities shall regulate the Holdco Borrower and its restricted subsidiaries (with the Opco Borrower being such a restricted subsidiary).
Holdco Facilities
•	The covenants under the Holdco Facilities (including the Holdco Bridge Loans, Holdco Extended Term Loans, Holdco Exchange Notes and any Takeout Securities issued in lieu of the Holdco PIK Notes, collectively, the “Holdco Facilities” and, together with the Opco Facilities, the “Facilities”) shall regulate the Holdco Borrower and its restricted subsidiaries (with the Opco Borrower being such a restricted subsidiary).
Financial Reporting
•	Financial reporting under each Facility shall be at the Holdco Borrower and its subsidiaries on a consolidated basis.
Restricted Payments Covenant
•	Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities.
Opco Facilities
•	Customary covenant, but regulating restricted payments by the Holdco Borrower and its restricted subsidiaries and consisting of a customary 50% Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, plus the additional exceptions described below.

Annex I-C-1

o For so long as any Holdco Facilities are outstanding, the Opco Facilities will treat any cash payment of principal or interest on the Holdco Facilities as a “Restricted Payment” by the Holdco Borrower, with exceptions from this particular limitation to include (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) repayments or redemptions of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Holdco Borrower and (iii) the exception described in the bullet below.

o In addition, the Opco Facilities will permit the repayment or redemption of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Holdco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Holdco Facilities being refinanced (taking into account any accrual of PIK interest to the date of refinancing, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the guarantee of Holdco under the Opco Facilities and is unsecured, (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Holdco Facilities being refinanced and at least 91 days later than the stated maturity of the Opco Facilities and a weighted average life to maturity equal to or greater than the Holdco Facilities being refinanced, (4) includes limitations on cash interest (or dividend) payments no more favorable to the debtholders (or preferred stockholders) than those of the Holdco Facilities being refinanced and (5) bears interest (or accrues dividends) at a rate no greater than the interest rate applicable to the Holdco Facilities being refinanced.

• For so long as any Holdco Facilities are outstanding, the Opco Facilities shall contain an additional covenant regulating certain restricted payments by the Opco Borrower, consisting of a customary 50% of Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, including (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) an exception for excess asset sale proceeds that the Holdco Borrower may be required to apply to the Existing Credit Facilities or the Holdco Facilities (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility, and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities), (iii) an exception for customary expenses at the Holdco Borrower, (iv) repayments or redemptions of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Opco Borrower and (v) repayment or redemption of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Opco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Opco Facilities being refinanced, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the Existing North American Credit Facility and (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Opco Facilities being refinanced and a weighted average life to maturity equal to or greater than the Opco Facilities being refinanced .

Annex I-C-2

	o	This additional covenant shall regulate only dividends by the Opco Borrower to the Holdco Borrower and repurchases by the Opco Borrower of the Holdco Borrower’s stock and shall not regulate investments by the Opco Borrower or repurchases of the Opco Borrower’s debt by the Opco Borrower.
•		For the avoidance of doubt, the Opco Facilities shall not restrict the payment by Holdco of obligations owing by it under the ABL and shall not restrict the upstreaming of funds from the Opco Borrower to the Holdco Borrower to be used for such purpose.
•		The Opco Facilities shall permit any AHYDO “catch-up” payments to be made, but only if required under applicable tax laws.
Holdco Facilities
•		Customary restricted payment covenant, consisting of a customary 50% Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, plus exceptions that match any additional exceptions described above, as applicable.
•		The Holdco Facilities shall permit any AHYDO “catch-up” payments to be made, but only if required under applicable tax laws.
Debt and Preferred Stock Incurrence Covenant
•		Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities (all ratios are to be calculated using the Holdco Borrower’s financials).
Opco Facilities
•		The Fixed Charge Coverage Ratio permission will be capped for non-guarantors at an amount to be agreed.
•		The credit facilities basket shall permit growth based on accounts receivable and inventory, not fixed asset collateral borrowing base.

Annex I-C-3

•	There shall be no restriction on the Opco Borrower or the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.
•	Other baskets (including a general basket) to be agreed, and certain of these baskets (including the general basket) to be agreed may also be capped for non-guarantors.
Holdco Facilities
•	The credit facilities basket shall permit growth based on accounts receivable and inventory, not fixed asset collateral borrowing base.
•	There shall be no restriction on the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.
•	Other baskets (including a general basket) to be agreed.
Asset Sale Covenant
•	Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities.
•	Repayment of ABL debt and other debt of the Opco Borrower using proceeds from all asset sales shall satisfy the asset sale covenant in both the Holdco Facilities and the Opco Facilities. Repayment of debt of Opta Minerals using proceeds of sale of assets of Opta Minerals shall satisfy the asset sale covenant in both the Holdco Facilities and Opco Facilities.
Opco Facilities only
•	If any Excess Proceeds remain and are required to be applied to payment of the Holdco Facilities, the additional restricted payment covenant in the Opco Facilities shall permit the Opco Borrower to make restricted payments to the Holdco Borrower with “Excess Proceeds” from asset sales (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities).
•	If any Excess Proceeds from any sale of Opta Minerals remain after repayment of Opta Minerals’ debt, such proceeds shall be applied first to reduce the Holdco Facilities (if permitted by the Existing Credit Facilities), and thereafter to reduce the Opco Facilities.
Affiliate Transactions Covenant
•	The Opco Facilities and the Holdco Facilities shall permit all dealings and transactions between and among (1) the Opco Borrower and its restricted subsidiaries and (2) the Holdco Borrower and its restricted subsidiaries, as well as other exceptions for dealings between and among such persons and other affiliates.

Annex I-C-4

Lien Covenant
•	The lien covenant in both Facilities shall regulate the Holdco Borrower and the Lien covenant of the Opco Facilities shall regulate the guarantors of such Facilities, and all ratio calculations shall be calculated using the Holdco Borrower’s financials.
Dividend Stoppers Covenant
•	The additional restricted payment covenant described above in the Opco Facilities shall be expressly permitted by the Holdco Facilities.
Merger Covenant
•	Each Facility shall contain a single covenant at the Holdco Borrower pertaining to a merger of the Holdco Borrower or a sale of substantially all its assets
Change of Control
•	Each Facility shall contain a single covenant at the Holdco Borrower pertaining to a change of control of the Holdco Borrower and the Holdco Borrower ceasing to own 100% of the capital stock of the Opco Borrower.
Defaults
•	Each Facility shall contain defaults pertaining to the Holdco Borrower and its restricted subsidiaries (including the Opco Borrower).
Definitions
•	The Holdco Consolidated Net Income definition shall not exclude the Opco Borrower’s net income due to the additional restricted payments covenant at the Opco Borrower described above.
Other Changes
•	Such other changes reasonably requested by the Borrowers and agreed by the Lead Arranger (acting reasonably) to reflect the need for ongoing operational flexibility, consistent with the foregoing and the Documentation Principles.

Annex I-C-5

ANNEX II TO
EXHIBIT C

OPCO EXTENDED TERM LOANS

Maturity:	The Opco Extended Term Loans will mature on the date that is seven years after the Closing Date.
Interest Rate:	The Opco Extended Term Loans will bear interest at a rate per annum equal to the Opco Total Cap. Interest shall be payable quarterly and on the maturity date of the Opco Extended Term Loans, in each case payable in arrears and computed on the basis of a 365-day year.
Default Rate:	Upon the occurrence and during the continuance of any payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.0% per annum.
Guarantees:	Same as the Opco Bridge Loans.
Security:	Same as the Opco Bridge Loans.
Covenants, Defaults and Mandatory Offers to Purchase:	The covenants, mandatory offers to purchase and defaults which would be applicable to the Opco Exchange Notes, if issued, will also be applicable to the Opco Extended Term Loans in lieu of the corresponding provisions of the Opco Bridge Facility.
Optional Prepayment:	The Opco Extended Term Loans may be prepaid, in whole or in part, at par, plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Opco Borrower at any time; provided that upon the occurrence of an Opco Demand Failure Event, the outstanding Opco Extended Term Loans will automatically and immediately be subject to the call protection provisions applicable to the Opco Exchange Notes.

Annex II-C-1

ANNEX III TO
EXHIBIT C

OPCO EXCHANGE NOTES

Issuer:	The Borrower will issue the Opco Exchange Notes under an indenture. The Opco Borrower or an affiliate, in its capacity as the issuer of the Opco Exchange Notes, is referred to as the “Opco Issuer”.
Principal Amount:	The Opco Exchange Notes will be issued on or after the Opco Extension Date. The principal amount of any Opco Exchange Note will equal 100% of the aggregate principal amount of the Opco Extended Term Loan for which it is exchanged. In the case of a partial exchange, the minimum amount of Opco Extended Term Loans to be exchanged for Opco Exchange Notes will be $50,000,000 (or less if used to exchange the entire outstanding amount of the Opco Extended Term Loans).
Maturity:	The Opco Exchange Notes will mature on the date that is seven years after the Closing Date.
Interest Rate:	The Opco Exchange Notes will bear interest payable semi- annually at a weighted average yield which shall not exceed the Opco Total Cap.
Guarantees:	Same as the Opco Extended Term Loans.
Security:	Same as the Opco Extended Term Loans.
Offer of Purchase upon Change of Control:	The Opco Issuer will be required to make an offer to repurchase the Opco Exchange Notes following the occurrence of a change of control (to be defined in a manner consistent with the high- yield debt offerings and consistent with the Documentation Principles) at a price in cash equal to 101% (or 100% in the case of Opco Exchange Notes held by the Commitment Parties or their respective affiliates excluding Opco Exchange Notes held by them in connection with market making activities or asset management affiliates purchasing the Opco Exchange Notes in the ordinary course of their business as part of a regular distribution of the Opco Exchange Notes (“Asset Management Affiliates”)) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase, unless the Opco Issuer shall redeem such Opco Exchange Notes pursuant to the “Optional Redemption” section below.
Offer to Purchase from Asset Sale Proceeds:	The Opco Issuer will be required to make an offer to repurchase the Opco Exchange Notes (and, if outstanding, prepay the Opco Extended Term Loans) on a pro rata basis, which offer shall be at 100% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase with a portion of the net cash proceeds from any non- ordinary course asset sales or dispositions (including as a result of casualty or condemnation) by the Holdco Borrower or any of its subsidiaries in excess of amounts either reinvested or required to be paid to lenders under the Existing Credit Facilities (and, in the case of sales of assets or capital stock of Opta Minerals, any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the Holdco Facilities), with such proceeds being applied to the Opco Extended Term Loans, the Opco Exchange Notes and the Opco Notes in a manner to be agreed, subject to other exceptions and baskets usual and customary for financings of this type consistent with the Documentation Principles, except that there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of sales of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.

Annex III-C-1

Optional Redemption:

The Opco Exchange Notes will be non-callable (subject to the exceptions in the three succeeding paragraphs below) until the third anniversary of the Closing Date. Thereafter, each Opco Exchange Note will be redeemable at the option of the Borrower at par plus accrued interest plus a premium equal to three quarters of the coupon on such Exchange Note during the fourth year after the Closing Date, one half of the coupon on such Exchange Note during the fifth year after the Closing Date and one-quarter of the coupon on such Exchange Note during the sixth year after the Closing Date, which call premiums shall decline to zero on the date that is the sixth anniversary of the Closing Date.

Prior to the third anniversary of the Closing Date, the Opco Borrower may redeem Opco Exchange Notes at a make- whole price based on US Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points; provided that notwithstanding the foregoing, prior to the third anniversary of the Closing Date, the Issuer may redeem up to 10% of the aggregate principal amount of such Opco Exchange Notes during each twelve-month period commencing with the date of first exchange into Opco Exchange Notes at a price equal to 103% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon.

Annex III-C-2

	Prior to the third anniversary of the Closing Date, the Opco Borrower may redeem up to 35.0% in the aggregate of the Opco Exchange Notes with proceeds from qualified equity offerings of the Holdco Borrower at a redemption price equal to par plus the coupon on such Opco Exchange Notes.
	The optional redemption provisions will be otherwise customary for high yield transactions consistent with the Documentation Principles.
	Notwithstanding any of the foregoing, any Opco Exchange Notes held by (and for so long as they are held by) the Commitment Parties or their respective affiliates (other than Asset Management Affiliates or Opco Exchange Notes purchased in the secondary market) shall be redeemable at any time and from time to time at the option of the Opco Borrower at a redemption price equal to par plus accrued and unpaid interest to the redemption date.
Defeasance Provisions:	Customary for high yield transactions and consistent with the Documentation Principles.
Amendment/Waiver:	Customary for high yield transactions and consistent with the Documentation Principles.
Covenants:	Customary for high yield transactions and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit C.
Registration Rights:	None.
Right to Transfer Opco Exchange Notes:	The holders of the Opco Exchange Notes (including the Opco Bridge Lenders) shall have the right to transfer such Opco Exchange Notes to any third parties, subject to compliance with applicable securities and other law.
Events of Default:	Customary for high yield transactions and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit C.

Annex III-C-3

Governing Law and Forum: New York.

Annex III-C-4

EXHIBIT D

PROJECT SHINE
SUMMARY OF ADDITIONAL CONDITIONS³

The borrowings under the Bridge Facilities shall be subject to satisfaction of the following conditions, in the sole determination of the Lead Arranger (subject in all respects to the Certain Funds Provisions):

1.	The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under the Bridge Facilities shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned); provided that (a) any reduction in the amount referred to in clause (A) of Section 2.2(a)(i) of the Acquisition Agreement (the “Base Purchase Price”) shall not be deemed to be materially adverse to the interests of the Lenders; provided, further, that, any such reduction in the Base Purchase Price shall be applied 100% to reduce the amount of funding under the Holdco Bridge Facility, the Holdco PIK Notes and/or the Equity Securities ratably and thereafter, to reduce the amount of funded debt under the Opco Bridge Facility and the Opco Notes; provided, further that the amount of funded debt under the Opco Bridge Facility and the Opco Notes (and/or any Takeout Securities issued in lieu of any Opco Notes) shall not be less than $250,000,000 and (b) any amendment, modification, waiver, consent or request in respect of the definition of “Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Lenders.
2.	(a) Except as set forth on the Seller Disclosure Schedule (as defined in the Acquisition Agreement), since December 31, 2014 through the date of the Acquisition Agreement, there has not occurred any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement) and (b) between the date of the Acquisition Agreement and the Closing Date (as defined in the Acquisition Agreement), there has been no event, circumstance, development, change or effect that would reasonably be expected to have a Material Adverse Effect. Any disclosure with respect to a section or schedule of the Acquisition Agreement (including any section of the Seller Disclosure Schedule) shall be deemed to have been disclosed for other sections and schedules of the Acquisition Agreement (including a section of the Seller Disclosure Schedule) where the relevance of such disclosure would be reasonably apparent.
3.	After giving effect to the Transactions, the Holdco Borrower and its subsidiaries (excluding the Target and its subsidiaries) shall have outstanding no third party indebtedness for borrowed money in excess of $720 million (other than non-recourse indebtedness of Opta Minerals and assuming the Existing Credit Facilities are fully drawn) and from the date hereof until the Closing Date, the Holdco Borrower and its subsidiaries (excluding the Target and its subsidiaries) shall only incur third party indebtedness for borrowed money for working capital purposes in the ordinary course of business (as reasonably determined in good faith by the Holdco Borrower) except for (i) indebtedness incurred to finance the Transactions and (ii) indebtedness not in excess of $10 million to finance other acquisitions.

_______________________________________

³ All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit D shall be determined by reference to the context in which it is used.

4.	The Lead Arranger shall have received (a) unaudited combined balance sheets and related statements of income and cash flows of Target and its subsidiaries for each fiscal quarter (that is not the last fiscal quarter of a fiscal year) commencing on or after December 31, 2014, and ended at least 45 days prior to the Closing Date, and (b) audited combined balance sheets and related statements of income and cash flows of Target and its subsidiaries for the three most recently completed fiscal years ended at least 90 days before the Closing Date. The Lead Arranger acknowledges receipt of the audited financial statements of the Target and its subsidiaries for the three years ended December 31, 2014 and of the unaudited financial statements of the Target and its subsidiaries for the fiscal quarter ended March 31, 2015.
5.	The Lead Arranger shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Holdco Borrower for the twelve month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if the end of such period is a fiscal year-end of the Holdco Borrower) or ended at least 45 days prior to the Closing Date (if the end of such period is not a fiscal year end of the Holdco Borrower), in each case, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), which need not include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).
6.	The Bridge Administrative Agent and the Lead Arranger shall have received, no later than three days prior to the Closing Date, all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing by the Bridge Administrative Agent and the Lead Arranger at least ten Business Days prior to the Closing Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation AML Law.
7.	(a) (i) With respect to the Holdco Bridge Facility, (x) the execution and delivery by the Holdco Borrower of the Holdco Bridge Facility Documentation (as defined in Exhibit B), which shall be in accordance with the terms of the Commitment Letter and the Holdco Term Sheet and subject to Certain Funds Provisions and the Documentation Principles set forth in the Commitment Letter and (y) delivery to the Bridge Administrative Agent of (i) a customary borrowing notice (subject to the Certain Funds Provisions), customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in the jurisdiction of formation, in each case, with respect to the Holdco Borrower, and (ii) a solvency certificate, dated as of the Closing Date and after giving effect to the Transactions, substantially in the form of Annex I attached to this Exhibit D, of a senior authorized financial executive or officer of the Holdco Borrower.

D-2

(b) with respect to the Opco Bridge Facility, (x) the execution and delivery by the Opco Borrower and the Guarantors (as such term are defined in Exhibit C) of the Opco Bridge Facility Documentation (as defined in Exhibit C) (including guarantees by the applicable guarantors, which shall include the Target and its subsidiaries only after consummation of the Acquisition), which shall be in accordance with the terms of the Commitment Letter and the Opco Term Sheet and subject to the Certain Funds Provisions and the Documentation Principles set forth in the Commitment Letter and (y) delivery to the Bridge Administrative Agent of (i) a customary borrowing notice (subject to the Certain Funds Provisions), customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation/organization, in each case with respect to the Opco Borrower and the Guarantors (to the extent applicable) and (ii) a solvency certificate, dated as of the Closing Date and after giving effect to the Transactions, substantially in the form of Annex I attached to this Exhibit D, of a senior authorized financial executive or officer of the Holdco Borrower or the Opco Borrower;

8.	With respect to the Opco Bridge Facility, subject in all respects to the Certain Funds Provisions, all documents and instruments required to create and perfect the Bridge Administrative Agent’s security interest in the Collateral (as defined in Exhibit C) shall have been executed and delivered and, if applicable, be in proper form for filing.
9.	All fees required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least three Business Days prior to the Closing Date, shall, upon the borrowing under the Bridge Facilities, have been paid (which amounts may be offset against the proceeds of the Bridge Facilities).
10.	(a) With respect to the Opco Bridge Facility, (1) you shall have engaged one or more investment banks reasonably acceptable to the Lead Arranger (in such capacity, the “Debt Investment Banks”) to act as book-running managers and as underwriters, initial purchasers or placement agents to sell or privately place the Opco Notes and any related Takeout Securities to be issued by the Opco Borrower to consummate the Acquisition (the “Opco Debt Transactions”) (the Lead Arranger hereby acknowledges that such reasonably acceptable Debt Investment Banks have been so engaged) and (2) you shall have provided the Debt Investment Banks with (A) a customary preliminary offering memorandum (the “Opco Offering Memorandum”) suitable for use in a customary “high yield road show” relating to the Opco Notes and in customary form for preliminary offering memoranda used in private placements of non-convertible debt securities, including or incorporating all financial statements and other information (which financial statements and other information may also relate to the Holdco Borrower) that would customarily be included in offering memoranda for use in the United States under Rule 144A (it being understood none of such information need include financial statements required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K and the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A and other customary exceptions); provided that this condition shall be deemed satisfied if the Opco Offering Memorandum excludes the “description of notes” and other information or sections that would customarily be provided by the Debt Investment Banks or their counsel; provided further that the only information relating to the Target and its subsidiaries required to be included in the Opco Offering Memorandum shall consist of the Required Information (as defined in Annex II to this Exhibit D) and (B) drafts of customary “comfort” letters with respect to the financial information in the Opco Offering Memorandum by auditors of the Target and the Holdco Borrower, which such auditors are prepared to issue upon completion of customary procedures. The Debt Investment Banks shall have been afforded a period of at least 17 consecutive Business Days following delivery by the Opco Borrower of an Opco Offering Memorandum including the information described in clause (2)(A) above (such information, the “Opco Notes Marketing Information”) (the “Opco Marketing Period”) and prior to the Closing Date to seek to offer and sell or privately place the Opco Notes with qualified purchasers thereof; provided, however, that (x) such 17 consecutive Business Day period will not commence until September 9, 2015, (y) if such 17 consecutive Business Day period has not ended prior to December 18, 2015, it will not commence until January 4, 2016 and (z) November 27, 2015 shall not be considered a Business Day for purposes of the Opco Marketing Period. For purposes of this Exhibit D, Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in New York, New York or Toronto, Ontario are required or authorized by applicable law to be closed; provided, further, that if you shall in good faith reasonably believe that the Opco Notes Marketing Information has been delivered, you may deliver to the Commitment Parties a written notice to that effect (stating when you believe the delivery of the Opco Notes Marketing Information to the Debt Investment Banks was completed), in which case you shall be deemed to have complied with such obligation to furnish the Opco Notes Marketing Information and the Debt Investment Banks shall be deemed to have received the Opco Notes Marketing Information, unless the Commitment Parties in good faith reasonably believe that you have not completed the delivery of such Opco Notes Marketing Information and, not later than 5:00 p.m. (New York time) two business days after the delivery of such notice by you, deliver a written notice to you to that effect (stating with specificity which such Opco Notes Marketing Information has not been delivered); provided, that notwithstanding the foregoing, the delivery of the Opco Notes Marketing Information shall be satisfied at any time at which (and so long as) the Debt Investment Banks shall have actually received the Opco Notes Marketing Information, regardless of whether or when any such notice is delivered by you.

D-3

(b) With respect to the Holdco Bridge Facility, (1) you shall have engaged Debt Investment Banks to act as book-running managers and as underwriters, initial purchasers or placement agents to sell or privately place the Holdco PIK Notes and any related Takeout Securities to be issued by the Holdco Borrower to consummate the Acquisition (the “Holdco Debt Transactions”) (the Lead Arranger hereby acknowledges that such reasonably acceptable Debt Investment Banks have been so engaged) and (2) you shall have provided the Debt Investment Banks with (A) a customary preliminary offering memorandum (the “Holdco Offering Memorandum”) suitable for use in a customary “high yield road show” relating to the Holdco PIK Notes or such other debt securities, as the case may be, and in customary form for preliminary offering memoranda used in private placements of non-convertible debt securities, including or incorporating all financial statements and other information that would customarily be included in offering memoranda for use in the United States under Rule 144A (it being understood none of such information need include financial statements required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K and the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A and other customary exceptions); provided that this condition shall be deemed satisfied if the Holdco Offering Memorandum excludes the “description of notes” and other information or sections that would customarily be provided by the Debt Investment Banks or their counsel; provided further that the only information relating to the Target and its subsidiaries required to be included in the Holdco Offering Memorandum shall consist of the Required Information (as defined in Annex II to this Exhibit D) and (B) drafts of customary “comfort” letters with respect to the financial information in the Holdco Offering Memorandum by auditors of the Target and the Holdco Borrower which such auditors are prepared to issue upon completion of customary procedures. The Debt Investment Banks shall have been afforded a period of at least 17 consecutive business days following delivery by the Holdco Borrower of a Holdco Offering Memorandum including the information described in clause (2)(A) above (such information, the “Holdco Notes Marketing Information”) (the “Holdco Marketing Period”) and prior to the Closing Date to seek to offer and sell or privately place the Holdco PIK Notes or the other debt securities with qualified purchasers thereof; provided, however, that (x) such 17 consecutive Business Day period will not commence until September 9, 2015, (y) if such 17 consecutive Business Day period has not ended prior to December 18, 2015, it will not commence until January 4, 2016 and (z) November 27, 2015 shall not be considered a Business Day for purposes of the Holdco Marketing Period; provided, further, that if you shall in good faith reasonably believe that the Holdco Notes Marketing Information has been delivered, you may deliver to the Commitment Parties a written notice to that effect (stating when you believe the delivery of the Holdco Notes Marketing Information to the Debt Investment Banks was completed), in which case you shall be deemed to have complied with such obligation to furnish the Holdco Notes Marketing Information and the Debt Investment Banks shall be deemed to have received the Holdco Notes Marketing Information, unless the Commitment Parties in good faith reasonably believe that you have not completed the delivery of such Holdco Notes Marketing Information and, not later than 5:00 p.m. (New York time) two business days after the delivery of such notice by you, deliver a written notice to you to that effect (stating with specificity which such Holdco Notes Marketing Information has not been delivered); provided, that notwithstanding the foregoing, the delivery of the Holdco Notes Marketing Information shall be satisfied at any time at which (and so long as) the Debt Investment Banks shall have actually received the Holdco Notes Marketing Information, regardless of whether or when any such notice is delivered by you.

D-4

11. You shall have engaged one or more investment banks reasonably acceptable to the Lead Arranger (in such capacity, the “Equity Securities Investment Banks”) to act as book- running managers and/or as underwriters, initial purchasers or placement agents, to sell or underwrite the Equity Securities to be issued by the Holdco Borrower pursuant to a registered public offering in the United States or in a private placement, including pursuant to Rule 144A or other exemption from registration under the Securities Act of 1933, as amended (the “Equity Securities Transaction”) (the Lead Arranger hereby acknowledges that such reasonably acceptable Equity Securities Investment Banks have been so engaged).

D-5

12. The Specified Acquisition Agreement Representations shall be true and correct, but only to the extent that SunOpta Inc. has (or an applicable affiliate has) the right to terminate SunOpta Inc.’s (or such affiliate’s) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement and the Specified Representations shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of the respective date or respective period, as the case may be).

D-6

ANNEX I TO
EXHIBIT D

FORM OF SOLVENCY CERTIFICATE

SOLVENCY CERTIFICATE
of
[BORROWERS]
AND THEIR SUBSIDIARIES

The undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] of the Borrowers, and not individually, and without personal liability, as follows:

As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the loans under the Existing North American Facility, the incurrence of the loans under the Bridge Facilities and the issuance of the Notes on the date hereof, and after giving effect to the application of the proceeds of such indebtedness:

(a)	The fair value of the assets of the Holdco Borrower and its subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;
(b)	The present fair saleable value of the property of the Holdco Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;
(c)	The Holdco Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured;
(d)	The Holdco Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital; and
(e)	Neither the Holdco Borrower [nor the Opco Borrower] are an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada).

For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Commitment Letter.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate in such undersigned’s capacity as [chief financial officer] of the Borrowers, on behalf of the Borrowers, and not individually, and without personal liability, as of the date first stated above.

	[___________________]
By:
	Name:
	Title:

Annex I-D-2

ANNEX II TO
EXHIBIT D

Capitalized terms used in this Annex II to Exhibit D but not defined in this Annex II to Exhibit D have the meanings assigned to such terms in the Acquisition Agreement.

“Debt Investment Banks” has the meaning assigned to such term in Exhibit D. “Required Information” means the following:

(i)	audited consolidated financial statements (and related footnotes) of the Company and its Subsidiaries prepared on a consolidated basis in accordance with GAAP and of the type required by Regulation S-X under the Securities Act for an offering of debt securities, together with an audit report thereon, for each of the fiscal years in the three-year period ending December 31, 2014;
(ii)	unaudited and reviewed consolidated financial statements (and related footnotes) of the Company and its Subsidiaries prepared on a consolidated basis in accordance with GAAP and of the type required by Regulation S-X under the Securities Act for an offering of debt securities for the six-month periods ended June 30, 2015 and 2014 or, if the Marketing Period shall not have been completed by the Staleness Date, for the nine- month periods ending September 30, 2015 and 2014;
(iii)	historical financial information and historical financial data of the Company and its Subsidiaries solely to the extent such information and data is necessary in order for you to prepare (A) customary pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act for the following periods: (I) the fiscal year ended December 31, 2014, (II) the six months ended June 30, 2015 or, if the Marketing Period shall not have been completed by the Staleness Date, the nine months ended September 30, 2015 and (III) the six months ended June 30, 2014 or, if the Marketing Period shall not have been completed by the Staleness Date, for the nine months ending September 30, 2014 (and related footnotes) and (B) a customary “Pro Forma Adjusted EBITDA” presentation of the Company and its Subsidiaries;
(iv)	data and information of the Company and its Subsidiaries reasonably required in order to prepare an abbreviated “Business” section for the Offering Documents, describing the business of the Company and its Subsidiaries;
(v)	data and information of the Company and its Subsidiaries reasonably required in order to prepare an abbreviated “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the Offering Documents, containing a customary results of operations discussion relating to the financial statements described in clauses (i) and (ii) above;
(vi)	a description of risk factors relating to the business of the Company and its Subsidiaries for the Offering Documents (other than any such risk factors relating to global or national economic, financial or political conditions or risk factors affecting the Company’s industry generally); and

Annex II-D-1

(vii) all other historical financial and historical accounting data that is reasonably required by the Debt Investment Banks, solely to the extent such information and data is necessary for the underwriter or initial purchaser of an offering of such securities to receive customary “comfort” (including customary “negative assurance” comfort) from independent accountants in connection with the Financing, which such auditors are prepared to provide upon completion of customary procedures.

Annex II-D-2