Exhibit 1.1 STAKE TECHNOLOGY LTD. 7,000,000 COMMON SHARES UNDERWRITING AGREEMENTStake Technology LTD • August 12th, 2003 • Wholesale-farm product raw materials • Ontario
Exhibit M EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), dated the 2nd day of August, 1999, is by and between Stake Technology Ltd., a corporation incorporated under the laws of Canada ("Company"), and Allan Routh, a Minnesota resident...Employment Agreement • July 2nd, 2003 • Stake Technology LTD • Wholesale-farm product raw materials • Minnesota
Exhibit 99.2 EXHIBIT B TO SCHEDULE 13G JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2002 • Stake Technology LTD • Wholesale-farm product raw materials
Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate.
INDENTUREStake Technology LTD • July 25th, 2003 • Wholesale-farm product raw materials
EXHIBIT 10.9 AGREEMENTAgreement • April 13th, 2001 • Stake Technology LTD • General industrial machinery & equipment, nec • Ontario
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT November 10, 2015 Amended and restated as of April 18, 2016 between SunOpta Inc. and American Stock Transfer & Trust Company, LLC as Rights AgentShareholder Rights Plan Agreement • April 20th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
American Stock Transfer & Trust Company, LLC, a trust company existing under the laws of the State of New York, as rights agent
EXHIBIT 10.11 AGREEMENTAgreement • April 13th, 2001 • Stake Technology LTD • General industrial machinery & equipment, nec • Ontario
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated September 11, 2000, but effective as of September 15, 2000, is made by and among: Stake Technology Ltd., a corporation duly organized and existing...Agreement and Plan of Reorganization • September 25th, 2000 • Stake Technology LTD • General industrial machinery & equipment, nec • Ontario
AMONGCredit Agreement • March 31st, 2003 • Stake Technology LTD • Wholesale-farm product raw materials • Illinois
EXHIBIT 10.13Stake Technology LTD • April 8th, 2002 • Wholesale-farm product raw materials • Illinois
ARTICLE IStockholders' Agreement • November 7th, 2002 • Stake Technology LTD • Wholesale-farm product raw materials • Delaware
EXHIBIT 10.3 (d) DEBENTURE PURCHASE AGREEMENT entered into on the 4th day of December, 2002 BY AND AMONG: STAKE TECHNOLOGY LTD., a corporation duly incorporated according to law, herein acting and represented by Jeremy N. Kendall, its Chairman and...Debenture Purchase Agreement • March 31st, 2003 • Stake Technology LTD • Wholesale-farm product raw materials • Ontario
PRODUCTION AGREEMENT EXHIBIT 10O THIS PRODUCTION AGREEMENT ("Agreement") is entered into and effective this 6 day of August, 2001, by and between NORDIC ASEPTIC, INC., a Minnesota corporation ("Nordic") and THE HAIN CELESTIAL GROUP, a Delaware...Production Agreement • July 14th, 2003 • Stake Technology LTD • Wholesale-farm product raw materials • Minnesota
Exhibit 99.2 EXHIBIT A TO SCHEDULE 13G JOINT FILING AGREEMENTStake Technology LTD • February 14th, 2003 • Wholesale-farm product raw materials
Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate.
Exhibit 10N SECOND AMENDING AGREEMENT Made as of December 15, 2003Second Amending Agreement • March 15th, 2004 • Sunopta Inc • Wholesale-farm product raw materials • Ontario
Exhibit 10M FIRST AMENDING AGREEMENT Made as of May 16th, 2003First Amending Agreement • March 15th, 2004 • Sunopta Inc • Wholesale-farm product raw materials • Ontario
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 7th, 2023 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
This Restricted Stock Unit Award Agreement (the "Agreement") is entered into as of January 2, 2024 (the "Award Date") by and between SunOpta Inc., a Canadian corporation (the "Company"), and Brian W. Kocher (the "Recipient").
THIRD AMENDMENT AND JOINDERCredit Agreement • October 25th, 2018 • SunOpta Inc. • Wholesale-farm product raw materials • New York
THIS CREDIT AGREEMENT, originally dated as of February 11, 2016 (as amended by the First Amendment, dated as of October 7, 2016 and, as further amended by the Second Amendment, dated as of September 19, 2017 and as further amended by the Third Amendment, dated as of October 22, 2018), among SUNOPTA INC. (the “Company” or “Canadian Parent Borrower”; as hereinafter further defined), SUNOPTA FOODS, INC. (the “U.S. Parent Borrower”; as hereinafter further defined), THE ORGANIC CORPORATION B.V. (the “Dutch Parent Borrower”; as hereinafter further defined) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto from time to time, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent under the U.S. Subfacilities (as hereinafter defined) (in such capacity, the “U.S. Administrative Agent”; as hereinafter further defined), and as a U.S. Issuing Bank and the U.S. Swingline Lender, BANK OF AMERICA, N.A. (ACT
INDENTURE Dated as of October 20, 2016 Among SUNOPTA FOODS INC., THE GUARANTORS FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.5% SENIOR SECURED SECOND LIEN NOTES DUE 2022Indenture • October 26th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • New York
INDENTURE, dated as of October 20, 2016, among SunOpta Foods Inc., a Delaware corporation (the “Issuer”), SunOpta Inc., a Canadian corporation and the direct parent company of the Issuer (the “Company”), the other Guarantors named on the signature pages hereto and U.S. Bank National Association, a national banking association, as Trustee and Notes Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2018 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
This Employment Agreement (“Agreement”) is between SunOpta Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as “Company”) and Michael J. Buick (“Employee”).
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Made as of July 27, 2012 Among SUNOPTA INC. SUNOPTA FOODS INC. as Borrowers and EACH OF THE FINANCIAL INSTITUTIONS AND OTHER ENTITIES FROM TIME TO TIME PARTIES HERETO as Lenders and CERTAIN AFFILIATES OF...Credit Agreement • August 1st, 2012 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
SEPARATION AGREEMENT AND FULL AND FINAL RELEASESeparation Agreement and Full and Final Release • February 27th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • September 5th, 2019 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
This Performance Share Unit Award Agreement (the “Agreement”) is entered into as of September 3, 2019 between SunOpta Inc., a Canadian corporation (the “Company”), and Scott Huckins (the “Recipient”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
This Employment Agreement (“Agreement”) is between SunOpta Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as the “Company”) and Jill E. Barnett (“Employee”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and SUNOPTA INC. and SUNOPTA FOODS INC. April 24, 2020Investor Rights Agreement • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the Parent, the Issuer and the Investors have entered into that certain Investor Rights Agreement, dated October 7, 2016, in connection with the purchase and sale by the Investors and the Issuer of 85,000 shares of Series A Preferred Shares (the "Original Agreement");
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 5th, 2019 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
THIS AGREEMENT made as of August 30, 2019 between Scott E. Huckins (the “Executive”) and SunOpta Inc., a corporation existing under the laws of Canada (the “Company”);
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2017 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
This Employment Agreement (“Agreement”) is between SunOpta Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as “Company”) and Robert Duchscher (“Employee”).
VOTING TRUST AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP and ENGAGED CAPITAL, LLC and ENGAGED CAPITAL CO-INVEST IV-A, LP and ENGAGED CAPITAL HOLDINGS, LLC and ANY AFFILIATE OF AN INVESTOR THAT BECOMES A...Voting Trust Agreement • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
WHEREAS the Parent, the Issuer and the Investors have entered into a securities subscription agreement dated as of April 15, 2020 (the "Subscription Agreement") pursuant to which the Investors subscribed for the Series B-1 Preferred Shares and agreed to subscribe for, only if and to the extent the Parent exercises the Series B-2 Sale Option, the Series B-2 Preferred Shares (each as defined below);
SEPARATION AGREEMENT AND FULL AND FINAL RELEASESeparation Agreement and Full and Final Release • November 6th, 2019 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
FIRST AMENDMENT TO SECOND LIEN LOAN AGREEMENTLoan Agreement • November 9th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • New York
SECOND LIEN LOAN AGREEMENT dated as of October 9, 2015, among SUNOPTA FOODS INC., a Delaware corporation (the “Borrower”), SUNOPTA INC., a Canadian corporation and direct parent company of the Borrower (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and BANK OF MONTREAL, as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1 hereto).
MASTER PURCHASE AGREEMENT relating to the sale and purchase of 100% of the issued and outstanding shares in the capital of THE ORGANIC CORPORATION B.V. and the sale and purchase of 100% of the membership interests in TRADIN ORGANICS USA LLC between...Master Purchase Agreement • November 30th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials
* Certain schedules and attachments referenced in the Master Purchase Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and attachment will be furnished supplementally to the SEC upon request.
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • December 7th, 2023 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
This Stock Option Award Agreement (this "Agreement") is entered into as of January 2, 2024 (the "Award Date") by and between SunOpta Inc., a Canadian corporation (the "Company"), and Brian W. Kocher (the "Optionee").
THIRD AMENDMENTCredit Agreement • March 2nd, 2022 • SunOpta Inc. • Wholesale-farm product raw materials • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2020 (as amended by the First Amendment, dated as of April 15, 2021, the Second Amendment, dated July 2, 2021 and the Third Amendment, dated as of February 25, 2022), among SUNOPTA INC. (the "Company" or "Canadian Parent Borrower"; as hereinafter further defined), SUNOPTA FOODS INC. (the "U.S. Parent Borrower"; as hereinafter further defined) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto from time to time, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"; as hereinafter further defined), and as an Issuing Bank and the Swingline Lender, JPMORGAN CHASE BANK, N.A., as Term Loan Administrative Agent (in such capacity, the "Term Loan Administrative Agent"; as hereinafter further defined), and BANK OF AMERICA, N.A, as Collateral Agent (in such capacity, the "Collatera
STOCK PURCHASE AGREEMENT by and among SUNRICH LLC, and THOMAS MILLER, CHARLES CONSIDINE, and TIMOTHY EGELAND Dated November 8, 2010Stock Purchase Agreement • November 10th, 2010 • SunOpta Inc. • Wholesale-farm product raw materials • Minnesota
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated November 8, 2010, is made and entered into by and among SUNRICH LLC, a Minnesota limited liability company (“Buyer”), or its assigns, and THOMAS MILLER (“Miller”), CHARLES CONSIDINE (“Considine”) AND TIMOTHY EGELAND (“Egeland”). Miller, Considine and Egeland are herein referred to individually as a “Seller” and collectively, as the “Sellers”. Capitalized terms shall have the meanings assigned to them in Article XIII.
INDENTURE SUNOPTA INC. and [TO BE NAMED] Trustee Dated as of __________________ ______% Debentures Due _______Indenture • September 29th, 2006 • Sunopta Inc • Wholesale-farm product raw materials
INDENTURE dated as of ___________, between SUNOPTA INC., a corporation organized and existing under the laws of Canada (“Company”), and [_____________], a [New York] corporation (“Trustee”).
