Amended and Restated Confidentiality Agreement

March 5th, 2022| Posted by admin
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Notwithstanding the foregoing, each of the following committees of the Board of Directors has the right, in its sole discretion, to exclude the observer from attendance at or any part thereof: the Audit Committee, the Corporate Governance Committee and the Compensation Committee. Notwithstanding the return or destruction of Confidential Information as provided herein or the termination of the Term, Observer will continue to be bound by the terms of this Agreement, including any obligation of confidentiality. This Agreement and all documents contemplated by or provided in connection with this Agreement may be performed and delivered in any number of counterparties, with the same effect as if all parties had signed and provided the same document, and all counterparties shall be construed together as original and constitute the same agreement. The observer acknowledges receipt of a copy of each of the parent internal policy areas and agrees to comply with these overall internal policies, as these may be amended from time to time as if the observer were an administrator of the parent policy. The observer complies with the fiduciary duties (whether under customary law or the law) that would apply to that observer if he or she were a director of the parent enterprise, including the obligation to disclose conflicts of interest under section 3.2, the obligation not to take advantage of the entrepreneurial opportunities of the parent enterprise or a subsidiary. where applicable, and the confidentiality obligations set forth in Section 10.08, Section 5 of the Agreement are hereby modified by the words “Buyer-Seller Confidentiality Agreement of 24. June 2003” is replaced by the words “Amended and reformulated Mutual Confidentiality Agreement of 25 September 2003 between buyer, parent company and seller”. CONSIDERING that on 7 October 2016, the parties concluded an agreement on the management and confidentiality of observers (the “Initial Agreement”); “Canadian Securities Laws” means the applicable securities laws of each of the Canadian provinces and all regulations, policy statements, orders, rules, instruments, decisions and interpretative notices published under or relating thereto, which may be amended or replaced from time to time; The Observer undertakes not to disclose or use Confidential Information for himself or for the benefit of any other person. Notwithstanding the preceding sentence, the Observer is authorized, during the Term, to disclose Confidential Information to investors and its representatives so that investors may advise and assist the parent company and its subsidiaries with respect to the activities of the parent company and its subsidiaries and for no other purpose provided that such investors and their representatives are bound by a confidentiality agreement with the parent company. “United States Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC as set forth herein, which may be amended or replaced from time to time herein; and this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral.

There are no conditions, agreements, understandings, representations, warranties or other provisions, express or implied, of warranty, statutory or otherwise relating to the subject matter of this Agreement, except as provided in this Agreement. (h) any reference to an Act, regulation or rule shall be construed as a reference thereto, as may be amended, re-enacted or replaced from time to time, and any reference to an Act shall include any provision or regulation made under that Act; “Investor Rights Agreement” means the amended and amended Investor Rights Agreement between parent Company SunOpta Foods Inc. on the date of this Agreement. .

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