AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of VANGUARD FOOD LP dated as of May 30, 2025

Exhibit 10.2

Execution Version

[***] = CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED AND/OR IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

of

VANGUARD FOOD LP

dated as of

May 30, 2025

TABLE OF CONTENTS

Article 1 DEFINITIONS 2

1.1 Definitions. 2

1.2 Interpretation. 19

Article 2 ORGANIZATION 20

2.1 Formation. 20

2.2 Name. 21

2.3 Principal Office. 21

2.4 Registered Office; Registered Agent. 21

2.5 Purpose; Powers. 21

2.6 Term. 21

2.7 Partnership. 22

Article 3 UNITS22

3.1 Units Generally. 22

3.2 Authorization and Issuance of Preferred Units. 22

3.3 Authorization and Issuance of Common Units. 22

3.4 Authorization and Issuance of Incentive Units. 22

3.5 Antidilution. 25

3.6 Certification of Units. 25

Article 4 Limited Partners 26

4.1 Admission of New Limited Partners. 26

4.2 Representations and Warranties of Limited Partners. 26

4.3 No Personal Liability. 28

4.4 No Interest in Partnership Property. 28

4.5 No Withdrawal. 28

4.6 Certain Events. 28

4.7 Voting. 29

4.8 Meetings. 29

4.9 Quorum. 30

4.10 Action Without Meeting. 30

4.11 Major Decisions. 30

4.12 Power of Limited Partners. 31

Article 5 CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS 31

5.1 Initial Capital Contributions. 31

5.2 Additional Capital Contributions. 31

5.3 Maintenance of Capital Accounts. 31

5.4 Succession Upon Transfer. 32

5.5 Negative Capital Accounts. 32

5.6 No Withdrawal From Capital Accounts. 32

5.7 Treatment of Loans from Partners. 32

5.8 Modifications. 33

Article 6 ALLOCATIONS 33

6.1 Allocation of Net Income and Net Loss. 33

TABLE OF CONTENTS

6.2 Regulatory and Special Allocations. 33

6.3 Tax Allocations. 34

6.4 Allocations in Respect of Transferred Units. 35

6.5 Curative Allocations. 35

Article 7 DISTRIBUTIONS 36

7.1 General. 36

7.2 Liquidating Distributions. 36

7.3 Non-Liquidating Distributions. 37

7.4 Limitations on Distributions to Incentive Units. 37

7.5 Tax Advances. 38

7.6 Tax Withholding; Withholding Advances. 38

7.7 Distributions in Kind. 40

7.8 Tax Treatment of Preferred Multiple. 40

Article 8 General Partner 41

8.1 Management by General Partner. 41

8.2 No Management by Limited Partners 41

8.3 Devotion of Time and Duties of General Partner. 41

8.4 No Compensation or Reimbursement of General Partner. 41

8.5 Removal of General Partner. 42

8.6 Reliance by Third Parties. 42

8.7 Officers. 42

8.8 No Personal Liability. 42

Article 9 PREEMPTIVE RIGHTS 42

9.1 Preemptive Right. 42

Article 10 TRANSFER 45

10.1 General Restrictions on Transfer. 45

10.2 Permitted Transfers. 47

10.3 Right of First Offer. 48

10.4 Drag-Along Rights. 51

10.5 Tag-Along Rights. 54

10.6 Incentive Units Forfeiture and Call Right. 57

Article 11 COVENANTS 59

11.1 Confidentiality. 59

Article 12 ACCOUNTING; TAX MATTERS 61

12.1 Information Rights. 61

12.2 Inspection Rights. 62

12.3 Annual Budget and Business Plan. 62

12.4 Tax Matters Representative. 62

12.5 Tax Returns. 64

12.6 Partnership Funds. 64

TABLE OF CONTENTS

Article 13 DISSOLUTION AND LIQUIDATION 64

13.1 Events of Dissolution. 64

13.2 Effectiveness of Dissolution. 65

13.3 Liquidation. 65

13.4 Cancellation of Certificate. 66

13.5 Survival of Rights, Duties, and Obligations. 66

13.6 Recourse for Claims. 66

Article 14 EXCULPATION AND INDEMNIFICATION 66

14.1 Exculpation of Covered Persons. 66

14.2 Liabilities and Duties of Covered Persons. 67

14.3 Indemnification. 68

14.4 Survival. 70

Article 15 MISCELLANEOUS 70

15.1 Expenses. 70

15.2 Further Assurances. 70

15.3 Notices. 71

15.4 Entire Agreement. 72

15.5 Severability. 72

15.6 Successors and Assigns. 73

15.7 No Third-Party Beneficiaries. 73

15.8 Amendment. 73

15.9 Waiver. 74

15.10 Governing Law. 74

15.11 Submission to Jurisdiction. 74

15.12 Waiver of Jury Trial. 75

15.13 Equitable Remedies. 75

15.14 Attorneys’ Fees. 75

15.15 Remedies Cumulative. 75

15.16 Counterparts. 75

15.17 Initial Public Offering. 75

15.18 Spousal Consent. 78

15.19 Aggregate of Interests 78

Exhibit A FORM OF JOINDER AGREEMENT1

Exhibit B INITIAL BUDGET & INITIAL BUSINESS PLAN 1

Exhibit C SPOUSAL CONSENT 1

Schedule A Partners Schedule 1

Schedule B Major Decisions 1

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

This Amended and Restated Limited Partnership Agreement of Vanguard Food LP, a Delaware limited partnership (the “Partnership”), is entered into as of May 30, 2025 by and among Vanguard Food GP LLC, a Delaware limited liability company, as General Partner, the Limited Partners executing this Agreement as of the date hereof (collectively, the “Initial Limited Partners”), and each other Person who after the date hereof becomes a Partner of the Partnership and becomes a party to this Agreement by executing a Joinder Agreement.

RECITALS

WHEREAS, the Partnership was formed under the laws of the State of Delaware by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware on April 25, 2025 (the “Certificate of Limited Partnership”);

WHEREAS, Vanguard Food GP LLC and Sweat Equities SPV LLC entered into a Limited Partnership Agreement of the Partnership on April 30, 2025 (the “Original Agreement”);

WHEREAS, the Initial Investors and Village Farms (each as defined herein) desire to amend and restate the Original Agreement in its entirety as set forth herein for the purposes of, and on the terms and conditions set forth in, this Agreement; and

WHEREAS, (a) the Partnership, (b) Vanguard Food GP LLC, a Delaware limited liability company, (c) Vanguard Food Holdings LLC, a Delaware limited liability company, (d) Vanguard Food LLC, a Delaware limited liability company, (e) Vanguard Produce Canada ULC, a British Columbia unlimited liability company, (f) Village Farms International, Inc., a Canadian corporation, (g) Village Farms Canada LP, a Canadian limited partnership (“VF Canada LP”), (h) Village Farms, LP, a Delaware limited partnership (“VF LP”), (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners Master Fund II LP, a Cayman Islands exempted limited partnership (“KL Fund”), and (j) Sweat Equities SPV LLC, a Delaware limited liability company (“Sweat SPV”) have entered into a Framework Agreement regarding Partnership and Membership Interests, Contributions and Exchanges, dated as of May 12, 2025 (the “Framework Agreement”), pursuant to which, among other things, concurrently with the execution of this Agreement (x) the Initial Investors (as defined below) have made certain cash contributions to the Partnership in exchange for the issuance of Preferred Units and (y) VF Canada LP and VF LP have contributed certain assets to the Partnership in exchange for the issuance of Common Units, in each case, on the terms and conditions fully set forth herein and therein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Section 1.1:

“Acceptance Notice” has the meaning set forth in Section 9.1(c).

“Adjusted Capital Account Deficit” means, with respect to any Limited Partner, the deficit balance, if any, in such Limited Partner’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

“Adjusted Taxable Income” of a Limited Partner for a Fiscal Year (or portion thereof) with respect to Units held by such Limited Partner means the U.S. federal taxable income allocated by the Partnership to the Limited Partner with respect to such Units (as adjusted by any final determination in connection with any tax audit or other proceeding) for such Fiscal Year (or portion thereof); provided, that such taxable income shall be computed (a) minus any excess taxable loss or excess taxable credits of the Partnership for any prior period allocable to such Limited Partner with respect to such Units that were not previously taken into account for purposes of determining such Limited Partner’s Adjusted Taxable Income in a prior Fiscal Year to the extent such loss or credit would be available under the Code to offset income of the Limited Partner (or, as appropriate, the direct or indirect members of the Partner) determined as if the income, loss, and credits from the Partnership were the only income, loss, and credits of the Limited Partner (or, as appropriate, the direct or indirect members of the Partner) in such Fiscal Year and all prior Fiscal Years, and (b) excluding allocations under Code Section 704(c), and (c) taking into account any special basis adjustment with respect to such Limited Partner resulting from an election by the Partnership under Code Section 754.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such first Person.

“Agreement” means this Amended and Restated Limited Partnership Agreement, as executed and as it may be amended, modified, supplemented, or restated from time to time, as provided herein.

“Annual Budget” means a budget for the Partnership Group for the relevant calendar year, which budget, among other things: (a) will set forth budgeted amounts on a calendar month basis; (b) will be consistent with the Business Plan; and (c) will set forth such other information as the GP Board shall determine from time to time.

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“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act, the U.K. Bribery Act and any other Applicable Law or regulation concerning corruption, public or commercial bribery, cartel formation, bid-rigging, fraud, money laundering, know-your-customer requirements, terrorist financing or criminal association.

“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations, or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“Approved Annual Budget” has the meaning given to such term in the GP LLC Agreement.

“Approved Business Plan” has the meaning given to such term in the GP LLC Agreement.

“As-Converted Basis” means, as of the date of determination, (a) all of the issued and outstanding Common Units, plus (b) all of the issued and outstanding Preferred Units as converted to Common Units.

“Award Agreements” has the meaning set forth in Section 3.4(a).

“Bankruptcy” means, with respect to a Limited Partner, the occurrence of any of the following: (a) the filing of an application by such Limited Partner for, or a consent to, the appointment of a trustee of such Limited Partner’s assets; (b) the filing by such Limited Partner of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing such Limited Partner’s inability to pay its debts as they come due; (c) the making by such Limited Partner of a general assignment for the benefit of such Limited Partner’s creditors; (d) the filing by such Limited Partner of an answer admitting the material allegations of, or such Limited Partner’s consenting to, or defaulting in answering a bankruptcy petition filed against such Limited Partner in any bankruptcy proceeding; or (e) the expiration of sixty (60) days following the entry of an order, judgment, or decree by any court of competent jurisdiction adjudicating such Limited Partner a bankrupt or appointing a trustee of such Limited Partner’s assets.

“Book Depreciation” means, with respect to any Partnership asset for each Fiscal Year, the Partnership’s depreciation, amortization, or other cost recovery deductions determined for U.S. federal income tax purposes, except that if the Book Value of an asset differs from its adjusted tax basis at the beginning of such Fiscal Year, Book Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Book Value of the asset is positive, Book Depreciation shall be

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determined with reference to such beginning Book Value using any permitted method selected by the General Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

“Book Value” means, with respect to any Partnership asset, the adjusted basis of such asset for U.S. federal income tax purposes, except as follows:

provided, that an adjustment pursuant to clauses (i), (ii) or (iii) above need not be made if the General Partner reasonably determines that such adjustment is not necessary or appropriate to reflect the relative economic interests of the Partners and that the absence of such adjustment does not adversely and disproportionately affect any Partner;

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“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York and Orlando, Florida are authorized or required to close.

“Business Plan” means the then-current five (5)-year business plan for the Partnership Group approved in accordance with the GP LLC Agreement.

“Capital Account” has the meaning set forth in Section 5.3.

“Capital Contribution” means, for any Partner, the total amount of cash and cash equivalents and the Book Value of any property contributed to the Partnership by such Partner.

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Any voluntary resignation of an Incentive Unitholder’s employment or engagement in anticipation of a termination of such Incentive Unitholder’s employment or engagement by the Partnership or any of the Partnership Subsidiaries for Cause following the occurrence of any event(s) that could reasonably constitute Cause shall be deemed to be a termination for Cause. Further, an Incentive Unitholder’s employment or engagement shall be deemed to have been terminated for Cause if within eighteen (18) months following termination of such Incentive Unitholder’s employment or engagement, an act or omission is discovered of which the Partnership was previously unaware that if known at the time of termination would have justified a termination for Cause.

“Certificate of Limited Partnership” has the meaning set forth in the Recitals.

“Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of the Partnership Group to a Third Party Purchaser; (b) a sale resulting in no less than a majority of the Common Units and Preferred Units on an As-Converted Basis being held by a Third Party Purchaser; or (c) a merger, consolidation, recapitalization, or reorganization of the Partnership with or into a Third Party Purchaser that results in the inability of the Limited Partners to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Unitholder” means a Limited Partner holding Common Units.

“Common Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Common Units” in this Agreement.

“Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether

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now existing or hereafter formed)), in growing, cultivating, harvesting, packaging, selling, marketing, and distributing produce (including fruits and vegetables), within any state in which, at the relevant time, the Company carries on business, but shall not include (i) any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty-five percent (25%) of the outstanding equity in a Competitor or (ii) Village Farms International, Inc. or its Subsidiaries.

“Confidential Information” has the meaning set forth in Section 11.1(a).

“Control,” “Controlled by,” and “under common Control with” as used with respect to any Person, mean the possession, directly or indirectly, of 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.

“Covered Person” has the meaning set forth in Section 14.1(a).

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, Title 6, Chapter 17, §§ 17-101, et seq., and any successor statute, as it may be amended from time to time.

“Delay Condition” means any of the following conditions: (a) the Partnership is prohibited from purchasing any Incentive Units by any Financing Document or by Applicable Law; (b) a default has occurred under any Financing Document and is continuing; (c) the purchase of any Incentive Units would, or in the good-faith opinion of the General Partner could, result in the occurrence of an event of default under any Financing Document or create a condition that would or could, with notice or lapse of time or both, result in such an event of default; or (d) the purchase of any Incentive Units would, in the good-faith opinion of the General Partner, be imprudent in view of the financial condition of the Partnership Group, the anticipated impact of the purchase of such Incentive Units on the Partnership’s ability to meet its obligations under any Financing Document or otherwise in connection with its business and operations.

“Designated Individual” has the meaning set forth in Section 12.4(a).

“Disability” with respect to any Incentive Unitholder, unless otherwise set forth in any effective Award Agreement, means such Incentive Unitholder’s incapacity due to physical or mental illness that: (a) shall have prevented such Incentive Unitholder from performing their duties for the Partnership Group on a full-time basis for ninety (90) or more consecutive days or an aggregate of one hundred eighty (180) days in any 365-day period; or (b)(i) the General Partner determines, in compliance with Applicable Law, is likely to prevent such Incentive Unitholder from performing such duties for such period of time and (ii) thirty (30) days have elapsed since delivery to such Incentive Unitholder of the determination of the General Partner and such Incentive Unitholder has not resumed such performance (in which case the date of termination in the case of a termination for “Disability” pursuant to this clause (b) shall be deemed to be the last day of such thirty (30)-day period).

“Distribution” means a distribution made by the Partnership to a Partner, whether in cash, property, or securities of the Partnership and whether by liquidating distribution or otherwise; provided, that none of the following shall be a Distribution: (a) any redemption or repurchase by the Partnership or any Limited Partner of any Units; (b) any recapitalization or exchange of

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securities of the Partnership; (c) any subdivision (by a split of Units or otherwise) or any combination (by a reverse split of Units or otherwise) of any outstanding Units; or (d) any fees or remuneration paid to any Limited Partner in such Limited Partner’s capacity as an Incentive Unitholder for the Partnership or a Partnership Subsidiary. “Distribute” when used as a verb shall have a correlative meaning.

“Drag-Along Notice” has the meaning set forth in Section 10.4(c).

“Drag-Along Partner” has the meaning set forth in Section 10.4(a).

“Drag-Along Sale” has the meaning set forth in Section 10.4(a).

“Dragging Partner” has the meaning set forth in Section 10.4(a).

“Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

“Estimated Tax Amount” of a Limited Partner for a Fiscal Year means the Partner’s Tax Amount for such Fiscal Year as estimated in good faith from time to time by the General Partner. In making such estimate, the General Partner shall take into account amounts shown on Internal Revenue Service Form 1065 filed by the Partnership and similar state or local forms filed by the Partnership for the preceding taxable year and such other adjustments as in the reasonable business judgment of the General Partner are necessary or appropriate to reflect the estimated operations of the Partnership for the Fiscal Year.

“Excess Amount” has the meaning set forth in Section 7.5(c).

“Excess Exercising Partner” has the meaning set forth in Section 9.1(e)(ii).

“Excess New Securities” has the meaning set forth in Section 9.1(d).

“Excluded Securities” means:

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“Exercise Period” has the meaning set forth in Section 9.1(c).

“Exercising Partner” has the meaning set forth in Section 9.1(d).

“Fair Market Value” of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller without giving effect to any minority discount or control premium for such asset in an arm’s length negotiated transaction without time constraints, as determined in good faith by the General Partner or the Liquidator, as the case may be, based on such factors as the General Partner or the Liquidator, in the exercise of its reasonable business judgment, considers relevant.

“Financing Document” means any credit agreement, guarantee, financing, or security agreement or other agreements or instruments governing indebtedness of the Partnership or any of the Partnership Subsidiaries.

“Fiscal Year” means the calendar year, unless the Partnership is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

“Forfeiture Allocations” has the meaning set forth in Section 6.2(e).

“Framework Agreement” has the meaning set forth in the Recitals.

“GAAP” means generally accepted accounting principles in the United States of America, as of the applicable time.

“General Partner” means Vanguard Food GP LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as its general partner in accordance with the terms of this Agreement and the Delaware Act, each in its capacity as a general partner of the Partnership.

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“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.

“GP Board” means the board of managers of the General Partner.

“GP LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Vanguard Food GP, LLC, dated as of the date hereof, by and among the General Partner and its members, as it may be amended, modified, supplemented, or restated from time to time.

“Incentive Liquidation Value” means, as of the date of determination and with respect to the relevant Incentive Units, the aggregate amount that would be Distributed to the Partners (including other Incentive Units taking into account the applicable Incentive Liquidation Value of such Incentive Units) pursuant to Section 7.2, if, immediately prior to the issuance of the relevant Incentive Units, the Partnership sold all of its assets for Fair Market Value and immediately liquidated, the Partnership’s debts and liabilities were satisfied, and the proceeds of the liquidation were Distributed pursuant to Section 13.3(c).

“Incentive Plan” has the meaning set forth in Section 3.4(a).

“Incentive Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Incentive Units” in this Agreement and includes both Restricted Incentive Units and Unrestricted Incentive Units.

“Incentive Unitholder” means a Limited Partner holding Incentive Units.

“Initial Budget” has the meaning set forth in Section 12.3.

“Initial Business Plan” has the meaning set forth in Section 12.3.

“Initial Cost” means, with respect to any Unit, the purchase price paid to the Partnership with respect to such Unit by the Limited Partner to whom such Unit was originally issued.

“Initial Investors” means KL Fund, Sweat SPV, and any of their respective Permitted Transferees under Section 10.2(a).

“Initial Limited Partners” has the meaning set forth in the Preamble.

“Initial Public Offering” has the meaning set forth in Section 15.17(a).

“IPO Entity” has the meaning set forth in Section 15.17(a).

“Issuance Notice” has the meaning set forth in Section 9.1(b).

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“Joinder Agreement” means the joinder agreement in form and substance attached hereto as Exhibit A.

“KL Partner” means any limited partner hereof that is an Affiliate of KL Fund and its Permitted Affiliate Transferees.

“KL Fund” has the meaning set forth in the Recitals.

“Limited Partner” means (a) each Initial Limited Partner, and (b) each Person who is hereafter admitted as a limited partner of the Partnership in accordance with the terms of this Agreement and the Delaware Act, in each case so long as such Person is shown on the Partnership’s books and records as the owner of one or more Units.

“Liquidating Distribution” has the meaning set forth in Section 7.2.

“Liquidator” has the meaning set forth in Section 13.3(a).

“Lock-up Period” means the period beginning on the date hereof and ending on the second anniversary of such date.

“Losses” has the meaning set forth in Section 14.3(a).

“Major Decision” has the meaning set forth in Section 4.11.

“Marital Relationship” means a civil union, domestic partnership, marriage, or any other similar relationship that is legally recognized in any jurisdiction.

“Marketable Securities” means securities that are (a) traded on an established U.S. national or non-U.S. securities exchange, and (b) which would be freely tradable in the hands of the Partners without restriction under (i) U.S. federal securities laws or otherwise, without the necessity of any U.S. federal or state governmental consent, approval or filing (specifically including the volume or manner of sale limitations under Rule 144 of the Securities Act) or (ii) contractual agreement, including any “lock-up” or other contractual restrictions on transfer.

“Misallocated Item” has the meaning set forth in Section 6.5.

“Net Income” and “Net Loss” mean, for each Fiscal Year or other period specified in this Agreement, an amount equal to the Partnership’s taxable income or taxable loss, or particular items thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or taxable loss), but with the following adjustments:

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“New Securities” means (a) any equity, equity-based or equity-linked securities, including any Units, of the Partnership or any Partnership Subsidiary, and (b) any indebtedness (whether or not constituting a security under the Securities Act), including any bond, debenture, note or other indebtedness, proposed to be issued to a Limited Partner or its Affiliates; provided, that the term “New Securities” shall not include Excluded Securities.

“Non-Qualified Person” means any Person (other than a Partner) (a) that is a Sanctioned Person or a Person controlled by a Sanctioned Person, (b) that is not able to make the representations and warranties set forth in Section 4.2 as of the time such Person acquires the applicable Units, that does not assume the rights and obligations of the Limited Partner Transferring the applicable Units under this Agreement or that is not legally capable of acquiring Units, (c) that is an adverse party to the General Partner, Partnership and/or any of their respective Subsidiaries in any pending legal proceeding or arbitration, (d) where the acquisition or holding of Units by such Person would result in the violation of Anti-Corruption Laws, Sanctions or any other Applicable Law pertaining to the Partnership or the Partners or (e) that is an Affiliate of any Person described in the foregoing clauses (a) – (d).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(3).

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“Notices” has the meaning set forth in Section 15.3.

“Offering Partner” has the meaning set forth in Section 10.3(a)(i).

“Officers” has the meaning set forth in Section 8.7.

“Organizational Documents” means (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of formation or organization, (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case, limited, limited liability, general or otherwise), (c) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement, and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the laws of its jurisdiction of organization.

“Original Agreement” has the meaning set forth in the Recitals.

“Over-Allotment Acceptance Notice” has the meaning set forth in Section 9.1(d).

“Over-Allotment Exercise Period” has the meaning set forth in Section 9.1(d).

“Over-Allotment Notice” has the meaning set forth in Section 9.1(d).

“Ownership Percentage” means, as to any Limited Partner or Partner Group, the percentage (rounded to the nearest hundredth) equal to (a) the number of Common Units and Preferred Units on an As-Converted Basis held by such Limited Partner or Partner Group, divided by (b) the aggregate number of Common Units and Preferred Units on an As-Converted Basis then held by all of the Limited Partners (including, for the avoidance of doubt, the Limited Partner or Partner Group whose Ownership Percentage is being calculated).

“Partner” means the General Partner or a Limited Partner. The Partners shall constitute “partners” (as that term is defined in the Delaware Act) of the Partnership.

“Partner Group” means, collectively, (a) a Limited Partner, (b) its Affiliates and (c) in the case of any Initial Investor, (i) such Initial Investor’s and its Affiliates’ respective Affiliated investment funds and (ii) any fund, investor, entity, or account that is managed, sponsored, advised, or sub-advised by such Initial Investor or any of its Affiliates.

“Partner Indemnitors” has the meaning set forth in Section 14.3(f).

“Partner Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4), substituting the term “Partnership” for the term “partnership” and the term “Partner” for the term “partner” as the context requires.

“Partner Nonrecourse Debt Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if the Partner

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Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Deduction” means “partner nonrecourse deduction” as defined in Treasury Regulations Section 1.704-2(i), substituting the term “Partner” for the term “partner” as the context requires.

“Partners Schedule” has the meaning set forth in Section 3.1.

“Partnership” has the meaning set forth in the Preamble.

“Partnership Group” means, collectively, the Partnership and the Partnership Subsidiaries.

“Partnership Interest” means the interest of a Limited Partner in the Partnership, including such Limited Partner’s right to (a) their distributive share of Net Income, Net Losses, and other items of income, gain, loss, and deduction of the Partnership, (b) their distributive share of the assets of the Partnership, (c) vote on, consent to, or otherwise participate in any decision of the Partners as provided in this Agreement, and (d) any and all other rights and benefits to which such Limited Partner may be entitled as provided in this Agreement or the Delaware Act.

“Partnership Interest Rate” has the meaning set forth in Section 7.6(c).

“Partnership Minimum Gain” means “partnership minimum gain” as defined in Treasury Regulations Section 1.704-2(b)(2), substituting the term “Partnership” for the term “partnership” as the context requires.

“Partnership Subsidiary” means a Subsidiary of the Partnership.

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74 and Section 411 of the Protecting Americans from Tax Hikes Act of 2015, Pub. L. 114-113, div. Q, together with any guidance issued thereunder or successor provisions and any similar provisions of foreign, state, or local tax laws.

“Permitted Affiliate Transferee” means a recipient of a Permitted Transfer in accordance with Section 10.2(a).

“Permitted Transfer” means a Transfer of Preferred Units or Common Units carried out pursuant to Section 10.2.

“Permitted Transferee” means a recipient of a Permitted Transfer.

“Person” means any individual, partnership, joint venture, corporation, trust, association, unincorporated organization, limited liability company, Governmental Authority, and any other entity.

“Preemptive Partner” has the meaning set forth in Section 9.1(a).

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“Preferred Multiple” has the meaning set forth in Section 7.2(a).

“Preferred Unit Price” means (a) the “Purchase Price” under the Framework Agreement, divided by (b) the aggregate number of Preferred Units issued under the Framework Agreement.

“Preferred Unitholder” means a Limited Partner holding Preferred Units.

“Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Preferred Units” in this Agreement.

“Pro Rata Portion” means:

“Profits Interest” has the meaning set forth in Section 3.4(e).

“Profits Interest Hurdle” means an amount set forth in each Award Agreement reflecting an amount equal to or greater than the Incentive Liquidation Value of the relevant Incentive Units at the time such Incentive Units are issued.

“Proposed Transferee” has the meaning set forth in Section 10.5(a).

“Prospective Purchaser” has the meaning set forth in Section 9.1(b).

“Public Offering” means any underwritten public offering pursuant to a registration statement filed in accordance with the Securities Act.

“Purchasing Rightholders” has the meaning set forth in Section 10.3(e)(ii).

“Qualified Partner” has the meaning set forth in Section 12.2.

“Qualifying Incentive Units” has the meaning set forth in Section 7.4(c).

“Quarterly Estimated Tax Amount” of a Limited Partner for any calendar quarter of a Fiscal Year means the excess, if any of (a) the product of (i) a quarter (¼) in the case of the first calendar quarter of the Fiscal Year, half (½) in the case of the second calendar quarter of the Fiscal Year, three-quarters (¾) in the case of the third calendar quarter of the Fiscal Year, and one (1) in the

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case of the fourth calendar quarter of the Fiscal Year and (ii) the Partner’s Estimated Tax Amount for such Fiscal Year over (b) all Distributions previously made during such Fiscal Year to such Limited Partner.

“Regulatory Allocations” has the meaning set forth in Section 6.2(d).

“Representative” means, as to any Person, such Person’s Affiliates and its and their respective directors, officers, managers, employees, agents, representatives and advisors (including financial advisors, counsel, and accountants).

“Repurchase Notice” has the meaning set forth in Section 10.6(c)(i).

“Repurchase Price” means the Fair Market Value pursuant to Section 10.6(a).

“Repurchased Incentive Units” has the meaning set forth in Section 10.6(c)(i).

“Restricted Incentive Units” has the meaning set forth in Section 3.4(c)(i).

“ROFO Exercise Notice” has the meaning set forth in Section 10.3(d)(ii).

“ROFO Notice” has the meaning set forth in Section 10.3(c)(i).

“ROFO Rightholders” has the meaning set forth in Section 10.3(a)(ii).

“Sale Agreement” has the meaning set forth in Section 10.3(g).

“Sale Notice” has the meaning set forth in Section 10.5(c).

“Sale Units” has the meaning set forth in Section 10.3(a)(i).

“Sanctioned Country” means any country or territory that (a) is the target of comprehensive Sanctions (including Cuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic regions of Ukraine, Kherson, Zaporizhzhia and such other regions of Ukraine over which a Sanctions authority imposes comprehensive Sanctions); (b) whose government is the target of Sanctions (including Venezuela) or (c) that is otherwise the target of broad Sanctions restrictions (including Afghanistan, Russia and Belarus).

“Sanctioned Person” means any Person that is: (a) the target of Sanctions, including any Person(s) listed on any Sanctions list, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions Identifications List, any lists administered by Global Affairs Canada and Public Safety Canada; (b) listed on the U.S. Department of Commerce’s Bureau of Industry and Security’s Entity List and the UFLPA Entity List; (c) located, organized, or resident in any Sanctioned Country; or (d) owned or controlled by (within the meaning of the relevant Sanctions) any Person(s) that are described in clause (a).

“Sanctions” means economic, financial and trade sanctions administered or enforced by the United States (including OFAC, U.S. Department of State, and the Bureau of Industry and

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Security of the U.S. Department of Commerce); European Union and each of its member states; United Kingdom (including His Majesty’s Treasury); Canada (including by Global Affairs Canada and Public Safety Canada); and United Nations Security Council.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Partner” has the meaning set forth in Section 10.5(a).

“Shortfall Amount” has the meaning set forth in Section 7.5(b).

“SM&D Agreement” means that certain Sales, Marketing and Distribution Agreement, dated as of the date hereof, by and between Village Farms Canada Limited Partnership and Vanguard Food LLC.

“Specified Indemnified Persons” has the meaning set forth in Section 14.3(f).

“Spousal Consent” has the meaning set forth in Section 15.18.

“Spouse” means a spouse, a party to a civil union, a domestic partner, a same-sex spouse or partner, or any individual in a Marital Relationship with a Partner.

“Standard of Care” has the meaning set forth in Section 14.1(b).

“Subsidiary” or “Subsidiaries” means, with respect to any Person, any and all corporations, partnerships, limited liability companies, and other Persons with respect to which such Person, directly or indirectly, owns more than fifty percent (50%) of the securities having the power to elect members of the board of directors or similar body governing the affairs of such entity or otherwise has the right to exercise management Control with respect to or direct the policies of such Person.

“Sweat Partner” means Sweat SPV or its Permitted Affiliate Transferee.

“Sweat SPV” has the meaning set forth in the Recitals.

“Tag-Along Notice” has the meaning set forth in Section 10.5(d)(ii).

“Tag-Along Partner” has the meaning set forth in Section 10.5(a).

“Tag-Along Period” has the meaning set forth in Section 10.5(d)(ii).

“Tag-Along Portion” has the meaning set forth in Section 10.5(d)(i).

“Tag-Along Sale” has the meaning set forth in Section 10.5(a).

“Taggable Units” has the meaning set forth in Section 10.5(d)(i).

“Tax Advance” has the meaning set forth in Section 7.4(a).

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“Tax Amount” of a Limited Partner for a Fiscal Year means the product of (a) the Tax Rate for such Fiscal Year and (b) the Adjusted Taxable Income of the Limited Partner for such Fiscal Year with respect to such Limited Partner’s Units.

“Tax Matters Representative” has the meaning set forth in Section 12.4(a).

“Tax Rate” of a Partner, for any period, means the highest marginal blended U.S. federal, state, and local tax rate applicable to an individual residing in New York, New York, taking into account the character of the relevant income and Sections 1411 and 1061 of the Code.

“Taxing Authority” has the meaning set forth in Section 7.6(b).

“Third Party Purchaser” means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Units, or (b) is not an Affiliate of any Person who directly or indirectly owns or has the right to acquire any Units.

“Transaction Documents” has the meaning set forth in the Framework Agreement.

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate, or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation, or similar disposition of, any Units owned by a Person or any interest (including a beneficial interest) in any Units owned by a Person. “Transfer” when used as a noun shall have a correlative meaning. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively. Notwithstanding anything to the contrary set forth herein, any Transfer of equity interests in the Initial Investors, in their respective limited partners and/or indirect owners, or in any of their respective successors or assigns shall not be considered a “Transfer” under this Agreement or the Partnership Agreement; provided, that in the case of KL Partner, it remains exclusively controlled by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Management LLC, and in the case of Sweat Partner, it remains exclusively controlled by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sweat.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“TSA” means that certain Transition Services Agreement, dated on or about the date hereof, by and among (a) Village Farms International, Inc., Village Farms, L.P., and Village Farms Canada Limited Partnership, on the one hand, and (b) Vanguard Food LP, Vanguard Food GP LLC, Vanguard Food Holdings LLC, Vanguard Food LLC and Vanguard Food Canada, on the other hand.

“Unallocated Item” has the meaning set forth in Section 6.5.

“Unit” means a unit representing a fractional part of the Partnership Interests of the Partners and shall include all types and classes of Units, including the Preferred Units, the Common Units and the Incentive Units; provided, that any type or class of Unit shall have the privileges,

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preference, duties, liabilities, obligations, and rights set forth in this Agreement and the Partnership Interests represented by such type or class or series of Unit shall be determined in accordance with such privileges, preference, duties, liabilities, obligations, and rights.

“Unrestricted Incentive Units” has the meaning set forth in Section 3.4(c)(ii).

“VF Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or hereafter formed)), in growing, cultivating, harvesting, packaging, selling, marketing, and distributing produce (including fruits and vegetables) or cannabis, within any US state or Canadian province in which, at the relevant time, the Partnership or any of its Subsidiaries, or Village Farms or any of its Affiliates, carries on business, but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty-five percent (25%) of the outstanding equity in a VF Competitor.

“Village Farms” means Village Farms International, Inc., VF Canada LP, VF LP (and any successor in interest to the foregoing) and any Permitted Transferee under Section 10.2(a).

“Withholding Advances” has the meaning set forth in Section 7.6(b).

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The name of the Partnership is “Vanguard Food LP” or such other name or names as the General Partner may from time to time designate; provided, that the name shall always contain the words “Limited Partnership” or the abbreviation “L.P.” or the designation “LP.” The General Partner shall give prompt notice to each of the Partners of any change to the name of the Partnership.

The principal office of the Partnership is located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as may from time to time be determined by the General Partner. The General Partner shall give prompt notice of any such change to each of the Limited Partners.

The term of the Partnership commenced on the date the Certificate of Limited Partnership was filed with the Secretary of State of the State of Delaware and shall continue in existence perpetually until the Partnership is dissolved in accordance with the provisions of this Agreement.

The Partners intend that the Partnership shall be treated as a partnership for federal and, if applicable, state and local income tax purposes, and, to the extent permissible, the Partnership shall elect to be treated as a partnership for such purposes. The Partnership and each Partner shall file

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all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment and no Partner shall take any action inconsistent with such treatment.

The Partnership Interests of the Limited Partners shall be represented by issued and outstanding Units, which may be divided into one or more types, classes, or series. Each type, class, or series of Units shall have the privileges, preference, duties, liabilities, obligations, and rights, including voting rights, if any, set forth in this Agreement with respect to such type, class, or series. The General Partner shall maintain a schedule of all Partners, their respective mailing addresses, and the amount and series of Units held by them (the “Partners Schedule”), and shall update the Partners Schedule upon the issuance or Transfer of any Units to any new or existing Limited Partner or the Partnership’s receipt of notice of a change of address of a Partner. The GP Board is authorized to cause the Partnership to issue Preferred Units, Common Units and Incentive Units as further described herein. A copy of the Partners Schedule as of the execution of this Agreement is attached hereto as Schedule A.

Subject to compliance with Section 9.1 and Section 10.1(b), the Partnership is hereby authorized to issue a class of Units designated as Preferred Units. As of the date hereof and after giving effect to the transactions contemplated by the Framework Agreement, Preferred Units are issued and outstanding in the amounts set forth on the Partners Schedule opposite each Limited Partner’s name.

Subject to compliance with Section 9.1 and Section 10.1(b), the Partnership is hereby authorized to issue a class of Units designated as Common Units. As of the date hereof and after giving effect to the transactions contemplated by the Framework Agreement, Common Units are issued and outstanding in the amounts set forth on the Partners Schedule opposite each Limited Partner’s name.

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For the purpose of establishing the “As-Converted Basis” of, and the relative economic equivalence of, one Preferred Unit and one Common Unit, each Preferred Unit initially shall be deemed to be convertible into one Common Unit. In the event of any unit split, unit conversion, unit combination, unit recapitalization, unit dividend or other similar transaction affecting either the Preferred Units or Common Units, the same split, conversion, combination, recapitalization, dividend or other similar transaction shall be effected with respect to the other class of Units (as applicable) to maintain the relative economic equivalence of one Preferred Unit and one Common Unit before and after such transaction. For example, if the Common Units are subject to a 2:1 unit split, the Preferred Units will also be subject to a 2:1 unit split (and the Preferred Multiple will be divided by two.)

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VANGUARD FOOD LP, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE PARTNERSHIP. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND THEIR OFFER AND SALE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE U.S. STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS.

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By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Limited Partners, whether admitted as of the date hereof or pursuant to Section 4.1, represents and warrants to the Partnership and acknowledges that:

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None of the foregoing shall replace, diminish, or otherwise adversely affect any Limited Partner’s representations and warranties made by such Limited Partner in the Framework Agreement or any Award Agreement, as applicable.

Except as otherwise provided in the Delaware Act, by Applicable Law, or expressly in this Agreement, no Limited Partner will be obligated personally for any debt, obligation, or liability of the Partnership, of any Partnership Subsidiaries or any other Partner, whether arising in contract, tort, or otherwise, solely by reason of being a Limited Partner.

No real or personal property of the Partnership shall be deemed to be owned by any Partner individually, but shall be owned by, and title shall be vested solely in, the Partnership. Without limiting the foregoing, each Partner hereby irrevocably waives during the term of the Partnership any right that such Partner may have to maintain any action for partition with respect to the property of the Partnership.

So long as a Limited Partner continues to hold any Units, such Limited Partner shall not have the ability to withdraw or resign as a Limited Partner prior to the dissolution and winding up of the Partnership and any such withdrawal or resignation or attempted withdrawal or resignation by a Limited Partner prior to the dissolution or winding up of the Partnership shall be null and void. As soon as any Person who is a Limited Partner ceases to hold any Units, such Person shall no longer be a Limited Partner; provided, however, that this Agreement shall continue to apply with respect to any Units that have been called in accordance with Section 10.6 until full payment is made therefor or in accordance with the terms of this Agreement.

The death, retirement, resignation, expulsion, Bankruptcy or dissolution of any Limited Partner or the occurrence of any other event that terminates the continued membership of any Partner in the Partnership under the Delaware Act shall not, in and of itself, cause the dissolution of the Partnership. In such event the Partnership and its business shall be continued by the remaining Limited Partners and, in the case of death of a Limited Partner, the Units owned by the deceased Limited Partner shall automatically be Transferred to such Limited Partner’s executors, administrators, testamentary trustees, legatees, or beneficiaries, as applicable, as Permitted Transferees; provided, that within a reasonable time after such Transfer, the applicable Permitted Transferees shall sign a written undertaking substantially in the form of the Joinder Agreement and take any other action required under Section 4.1(b) as a condition to their admission as a Limited Partner.

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Except as otherwise provided by this Agreement or as otherwise required by the Delaware Act or Applicable Law, each Limited Partner shall be entitled to one vote per Common Unit or Preferred Unit on an As-Converted Basis on all matters upon which the Limited Partners have the right to vote under this Agreement. Incentive Units (including the Unrestricted Incentive Units) shall not entitle the holders thereof to vote on any matters required or permitted to be voted on by the Limited Partners. Without the requisite affirmative vote or written consent of the Limited Partners, the General Partner shall not cause or permit the Partnership to take any of the actions or decisions that expressly require approval by the Limited Partners under this Agreement, including Major Decisions. With respect to any matter expressly requiring approval by the Limited Partners under this Agreement, each Limited Partner shall be entitled to cast the number of votes equal to the number of Common Units and Preferred Units on an As-Converted Basis it holds. Fractional votes must be counted.

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A quorum of any meeting of the Limited Partners shall require the presence of the Limited Partner or Limited Partners holding the minimum number(s) of Units required to approve the matters proposed for such meeting in accordance with this Agreement (and to the extent that the number of Units is sufficient to approve some, but not all matters proposed for such meeting, only those matters for which the number of Units is sufficient shall be discussed or submitted to a vote). Subject to Section 4.10, no action at any meeting may be taken by the Limited Partners unless the appropriate quorum is present. Subject to Section 4.10, no action may be taken by the Limited Partners at any meeting at which a quorum is present without the affirmative vote of the Limited Partner or Limited Partners holding the minimum number(s) of Units required to approve such action in accordance with this Agreement.

Notwithstanding the provisions of Section 4.8 and Section 4.9, any matter that is to be voted on, consented to, or approved by the Limited Partners may be taken without a meeting, without prior notice, and without a vote if consented to, in writing or by Electronic Transmission, by a Limited Partner or Limited Partners holding not less than the minimum number of Units required to approve such matter in accordance with this Agreement. A record shall be maintained by the General Partner of each such action taken by written consent of a Limited Partner or Limited Partners.

Notwithstanding the other provisions of this Agreement, the Partnership shall not, and the General Partner shall not permit the Partnership or any Partnership Subsidiary to, take any action set forth on Schedule B hereto (each such action, a “Major Decision”), including any agreement, filing or other documentation to effect any Major Decision, without the prior written consent of each Initial Investor with an Ownership Percentage of at least fifteen percent (15%) and Village Farms so long as either (a) Village Farms has an Ownership Percentage of at least fifteen percent (15%) or (b) the Lock-up Period has not yet expired.

The Limited Partners shall have only the rights and powers expressly granted to the Limited Partners pursuant to the terms of this Agreement and non-waivable provisions of the Delaware Act. The approval or consent of the Limited Partners shall not be required in order to authorize the taking of any action by the Partnership, except and only to the extent that (a) this Agreement shall

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expressly otherwise provide, including with respect to Major Decisions, or (b) such approval or consent shall be required by non-waivable provisions of the Delaware Act.

Contemporaneously with the execution of this Agreement and as set forth in the Framework Agreement, each Initial Limited Partner owning Preferred Units or Common Units has made the Capital Contribution, and is deemed to own the number, type, series, and class of Units, in each case, in the amounts set forth opposite such Initial Limited Partner’s name on the Partners Schedule as in effect on the date hereof.

The Partnership shall establish and maintain for each Limited Partner a separate capital account (a “Capital Account”) on its books and records in accordance with this Section 5.3. Each Capital Account shall be established and maintained in accordance with the following provisions:

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In the event that any Units are Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Units and, subject to Section 6.4, shall receive allocations and Distributions pursuant to Article 6 and Article 7 in respect of such Units.

In the event that any Limited Partner shall have a deficit balance in their Capital Account, such Limited Partner shall have no obligation, during the term of the Partnership or upon dissolution or liquidation thereof, to restore such negative balance or make any Capital Contributions to the Partnership by reason thereof, except as may be required by Applicable Law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

No Partner shall be entitled to withdraw any part of such Limited Partner’s Capital Account or to receive any Distribution from the Partnership, except as provided in this Agreement. No Limited Partner shall receive any interest, salary, or drawing with respect to such Limited Partner’s Capital Contributions or Capital Account, except as otherwise provided in this Agreement. The Capital Accounts are maintained for the sole purpose of allocating items of income, gain, loss, and deduction among the Partners and shall have no effect on the amount of any Distributions to any Partners, in liquidation or otherwise.

Loans by any Limited Partner to the Partnership shall not be considered Capital Contributions and shall not affect the maintenance of such Limited Partner’s Capital Account, other than to the extent provided in Section 5.3(a)(iii), if applicable.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the GP Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the GP Board may authorize such modifications.

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For each Fiscal Year (or portion thereof), except as otherwise provided in this Agreement, Net Income and Net Loss (and, to the extent necessary, individual items of income, gain, loss, or deduction) of the Partnership shall be allocated among the Limited Partners in a manner such that, after giving effect to the special allocations set forth in Section 6.2, the Capital Account balance of each Limited Partner, immediately after making such allocations, is, as nearly as possible, equal to (a) the Distributions that would be made to such Limited Partner pursuant to Section 13.3(c) if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Partnership liabilities were satisfied (limited with respect to each Nonrecourse Liability to the Book Value of the assets securing such liability), and the net assets of the Partnership were Distributed, in accordance with Section 13.3(c), to the Limited Partners immediately after making such allocations, minus (b) such Limited Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.

Notwithstanding the provisions of Section 6.2:

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In the event of a Transfer of Units during any Fiscal Year made in compliance with the provisions of Article 10, Net Income, Net Losses, and other items of income, gain, loss, and deduction of the Partnership attributable to such Units for such Fiscal Year shall be determined using any reasonable method permitted under the Code and Treasury Regulations and selected by the General Partner.

In the event that the Tax Matters Representative determines, after consultation with counsel experienced in income tax matters, that the allocation of any item of Partnership income, gain, loss, or deduction is not specified in this Article 6 (an “Unallocated Item”), or that the allocation of any item of Partnership income, gain, loss, or deduction hereunder is clearly inconsistent with the Limited Partners’ economic interests in the Partnership (determined by reference to the general principles of Treasury Regulations Section 1.704-1(b) and the factors set forth in Treasury Regulations Section 1.704-1(b)(3)(ii)) (a “Misallocated Item”), then the General Partner may allocate such Unallocated Items, or reallocate such Misallocated Items, to reflect such economic interests; provided, that no such allocation will be made without the prior consent of each Limited Partner that would be adversely and disproportionately affected thereby; and provided, further, that no such allocation shall have any material effect on the amounts Distributable to any Limited Partner, including the amounts to be Distributed upon the complete liquidation of the Partnership.
 

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Distributions of any proceeds of any Drag-Along Sale or the liquidation, dissolution or winding up of the Partnership (each, a “Liquidating Distribution”) shall be made in the following manner:

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Any Distribution that is not a Liquidating Distribution shall be made to the Limited Partners pro rata in proportion to their holdings of Units, with Common Units and Preferred Units on an As-Converted Basis and Incentive Units treated as one class of Units; provided, however, that Incentive Units may, by their terms (including any terms of such Incentive Unit set forth in their applicable Award Agreement), which terms must be approved by the GP Board, provide for or result in non-pro rata Distributions (including, for the avoidance of doubt, that any or all of the Incentive Units may not have a right to participate in Distributions unless or until certain specified thresholds or hurdles are satisfied).

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If a Limited Partner fails or is unable to deliver to the GP Board the affidavit described in Section 7.6(a)(i), the GP Board may withhold amounts from such Limited Partner in accordance with Section 7.6(b).

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Interest shall cease to accrue from the time the Limited Partner on whose behalf the Withholding Advance was made repays such Withholding Advance (and all accrued interest) by either method of repayment described above.

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Unless the Preferred Unitholders consent in writing to a contrary position, the parties hereto agree to treat the distribution entitlements conferred by the Preferred Units as entitlements to a “distributive share” of partnership income within the meaning of Section 702 of the Code that shall not give rise to a guaranteed payment pursuant to Section 707(c) of the Code or other taxable capital shift (other than in a taxable year where Distributions to a Preferred Unitholder under Section 7.2(a) exceed the sum of the cumulative Net Profits allocated to such Preferred Unitholder for such taxable year and any prior taxable years, plus such Preferred Unitholder’s cumulative Capital Contributions, minus any prior Distributions to such Preferred Unitholder).

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No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name, or otherwise have the power to act for or on behalf of, to bind, or to incur any expenditures on behalf of, the Partnership.

The General Partner shall devote so much of its time and attention to the business of the Partnership as it deems appropriate in its sole discretion/may be reasonably necessary for the proper performance of its duties hereunder.

The General Partner will not be entitled to receive any fee from the Partnership or any of its Affiliates or any other payments or compensation from the Partnership or any of its Affiliates; provided, that the Partnership shall reimburse all costs and expenses incurred by the General Partner in connection with its activities as general partner of the Partnership and/or on behalf of the Partnership.

The General Partner may not be removed and may not withdraw from the Partnership without the unanimous written consent of the Initial Investors and Village Farms. Upon removal or withdrawal as a General Partner, the interest of the former General Partner shall be forfeited without consideration. The successor General Partner shall be designated solely by the unanimous written consent of the Initial Investors and Village Farms. No transfers by the General Partner of

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its interest in the Partnership shall be permitted without the unanimous written consent of the Initial Investors and Village Farms.

Persons dealing with the Partnership are entitled to rely conclusively upon the power and authority of the General Partner set forth in this Agreement.

The GP Board may appoint one or more individuals as officers of the Partnership (the “Officers”) as the GP Board deems necessary or desirable to carry on the business of the Partnership and may, subject to any limitations set forth in this Agreement and the GP LLC Agreement, delegate to the Officers such power and authority as the GP Board deems advisable, including the authority to act on behalf of and to bind, execute, and deliver documents in the name and on behalf of the Partnership. Any individual may hold two or more offices of the Partnership. Each Officer shall hold office until such Officer’s successor is designated by the GP Board or until such Officer’s earlier death, resignation, or removal. Any Officer may resign at any time upon written notice to the GP Board. Any Officer may be removed by the GP Board at any time, with or without cause. A vacancy in any office occurring because of death, resignation, removal, or otherwise may, but need not, be filled by the GP Board. No Officer, in their capacity as such, shall be considered a general partner of the Partnership by agreement, as a result of the performance of the duties delegated to such Officer by the GP Board, or otherwise. Except as otherwise provided in the Delaware Act, by Applicable Law, or expressly in this Agreement, no Officer will be obligated personally for any debt, obligation, or liability of the Partnership or of any Partnership Subsidiaries, whether arising in contract, tort, or otherwise, solely by reason of being an Officer.

Except as otherwise provided in the Delaware Act, by Applicable Law, or expressly in this Agreement, no Officer, member of the GP Board or officer of the General Partner will be obligated personally for any debt, obligation, or liability of the Partnership or of any Partnership Subsidiaries, whether arising in contract, tort, or otherwise, solely by reason of being an Officer, member of the GP Board or officer of the General Partner.

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The Issuance Notice shall also be accompanied by a current copy of the Partners Schedule indicating the Preemptive Partners’ holdings of Preferred Units and Common Units in a manner that enables each Preemptive Partner to calculate such Preemptive Partner’s Pro Rata Portion of any New Securities.

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Subject to Section 10.1(b), the provisions of Section 10.1(a), Section 10.3, Section 10.4 (with respect to the Dragging Partner only), and Section 10.5 shall not apply to any of the following Transfers by any Limited Partner of any of such Limited Partner’s Preferred Units or Common Units:

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provided, however, that if any Limited Partner that received Units pursuant to a Transfer under Section 10.2(a) subsequently ceases to be a Permitted Affiliate Transferee of the original Limited Partner, then such Limited Partner shall Transfer all of its Units back to the original Limited Partner or a Permitted Affiliate Transferee of the original Limited Partner.

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The process described in Section 10.3(e)(ii) shall be repeated until no Sale Units remain or until such time as all Purchasing Rightholders have been permitted to purchase all Sale Units that they desire to purchase.

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The GP Board shall cause the Partnership to, and the Partnership shall, furnish to each Initial Investor and Village Farms the following reports:

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Upon reasonable notice from any Limited Partner that (a) has an Ownership Percentage of at least fifteen percent (15%) and (b) is not an Incentive Unitholder (a “Qualified Partner”), the Partnership shall, and shall cause and the officers and employees of the Partnership Group to, afford such Qualified Partner and their Representatives reasonable access during normal business hours to (i) the Partnership Group’s properties, offices, plants, and other facilities, (ii) the corporate, financial, and similar records, reports, and documents of the Partnership Group, including all books and records, minutes of proceedings, internal management documents, reports of operations, reports of adverse developments, copies of any management letters, and communications with Partners or managers of the General Partner and to permit such Qualified Partner and its Representatives to examine such documents and make copies thereof, and (iii) the Partnership Group’s officers, senior employees, and public accountants, and to afford such Qualified Partner and its Representatives the opportunity to discuss and advise on the affairs, finances, and accounts of the Partnership Group with their officers, senior employees, and public accountants (and the Partnership hereby authorizes said accountants to discuss with such Qualified Partner and its Representatives such affairs, finances, and accounts).

The Partners have approved the initial Annual Budget (the “Initial Budget”) and the initial Business Plan (the “Initial Business Plan”) for the Partnership and its Subsidiaries for the fiscal period beginning on the date hereof and ending on December 31, 2025, which are attached hereto as Exhibit B. Thereafter, the GP Board shall adopt an Annual Budget and Business Plan for the Partnership Group in accordance with the GP LLC Agreement.

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At the expense of the Partnership, the General Partner (or any Officer the GP Board may designate pursuant to Section 8.7) shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Partnership pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Partnership and the Partnership Subsidiaries own property or do business. As soon as reasonably possible after the end of each Fiscal Year, the General Partner or designated Officer will cause to be delivered to each Person who was a Limited Partner at any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 and such other information with respect to the Partnership as may be necessary for the preparation of such Person’s federal, state, and local income tax returns for such Fiscal Year.

All funds of the Partnership shall be deposited in its name, or in such name as may be designated by the GP Board, in such checking, savings, or other accounts, or held in its name in the form of such other investments as shall be designated by the GP Board. The funds of the Partnership shall not be commingled with the funds of any other Person. All withdrawals of such deposits or liquidations of such investments by the Partnership shall be made exclusively upon the signature or signatures of such Person or Persons as the GP Board may designate.

The Partnership shall be dissolved and its affairs wound up only upon the occurrence of any of the following events:

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Dissolution of the Partnership shall be effective on the day on which the event described in Section 13.1 occurs, but the Partnership shall not terminate until the winding up of the Partnership has been completed, the assets of the Partnership have been Distributed as provided in Section 13.3, and the Certificate of Limited Partnership shall have been cancelled as provided in Section 13.4.

If the Partnership is dissolved pursuant to Section 13.1, the Partnership shall be liquidated and its business and affairs wound up in accordance with the Delaware Act and the following provisions:

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Upon completion of the Distribution of the assets of the Partnership as provided in Section 13.3(c), the Partnership shall be terminated and the Liquidator shall cause the cancellation of the Certificate of Limited Partnership in the State of Delaware and of all qualifications and registrations of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Partnership.

Dissolution, liquidation, winding up, or termination of the Partnership for any reason shall not release any party from any Loss which at the time of such dissolution, liquidation, winding up, or termination already had accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such dissolution, liquidation, winding up, or termination. For the avoidance of doubt, none of the foregoing shall replace, diminish, or otherwise adversely affect any Partner’s right to indemnification pursuant to Section 14.3.

Each Limited Partner shall look solely to the assets of the Partnership for all Distributions with respect to the Partnership, such Limited Partner’s Capital Account, and such Limited Partner’s share of Net Income, Net Loss, and other items of income, gain, loss, and deduction, and shall have no recourse therefor (upon dissolution or otherwise) against the General Partner, the Liquidator, or any other Limited Partner.

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provided, in each case, that such Covered Person has acted in accordance with the Standard of Care.

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The provisions of this Article 14 shall survive the dissolution, liquidation, winding up, and termination of the Partnership.

Except as otherwise expressly provided herein or in the GP LLC Agreement, the Framework Agreement, the TSA or the SM&D, all costs and expenses, including fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

In connection with this Agreement and the transactions contemplated hereby, the Partnership and each Partner hereby agrees, at the request of the Partnership or any other Partner, to execute and deliver such additional documents, instruments, conveyances, and assurances and

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to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

All notices, demands and other communications pertaining to this Agreement (“Notices”) must be in writing addressed as follows:

Vanguard Food LP
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Email: [***Redacted – Personally Identifying Information***]
Attention: [***Redacted – Personally Identifying Information***]

with a copy to each of the Initial Investors and Village Farms at their respective addresses for notices below.

▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners Master Fund II LP
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Management LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Email: [***Redacted – Personally Identifying Information***]
Attention: [***Redacted – Personally Identifying Information***]

Sweat Equities SPV LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇ #▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Email: [***Redacted – Personally Identifying Information***]
Attention: [***Redacted – Personally Identifying Information***]
 

with a copy to:

Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇

New York, New York 10036

Email: [***Redacted – Personally Identifying Information***]

Attention: [***Redacted – Personally Identifying Information***]

Village Farms International, Inc.

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Lake Mary, Florida 32746

Email: [***Redacted – Personally Identifying Information***]

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Attention: [***Redacted – Personally Identifying Information***]

with a copy to:

Torys LLP

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

New York, New York 10036

Email: [***Redacted – Personally Identifying Information***]

Attention: [***Redacted – Personally Identifying Information***]

Notices will be deemed given (a) three (3) Business Days after being mailed by certified or registered United States mail, postage prepaid, return receipt requested, (b) on the first Business Day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of delivery or (c) upon transmission if sent by email. Notices delivered by personal service will be deemed given when actually received by the recipient. Any party may change the address to which Notices under this Agreement are to be sent to it by giving written notice to each other party of a change of address in the manner provided in this Agreement for giving Notice.

If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other

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provision is invalid, illegal, or unenforceable, and this Agreement shall be reformed, construed, and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal, or unenforceable provision.

Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns. This Agreement may not be assigned by any Partner except in connection with a Permitted Transfer, and any assignment in violation of this Agreement shall be null and void.

Except as provided in Article 14, which shall be for the benefit of and enforceable by Covered Persons and the Partner Indemnitors as described therein, this Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors, and assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Partnership, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

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No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. For the avoidance of doubt, nothing contained in this Section 15.9 shall diminish any of the explicit and implicit waivers described in this Agreement, including in Section 9.1(c), Section 10.3(d)(iii), Section 10.4(b)(ii), Section 10.5(e), and Section 15.12 hereof.

All issues and questions concerning the application, construction, validity, interpretation, and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

The parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action, or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding which is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice, or other document by registered mail to the address set forth in Section 15.3 shall be effective service of process for any suit, action, or other proceeding brought in any such court.

Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such

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party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Each party hereto acknowledges that a breach or threatened breach by such party of any of such party’s obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

In the event that the Partnership or any party hereto institutes any legal suit, action, or proceeding, including arbitration, against another party or the Partnership in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses, and court costs.

The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in Section 14.2 to the contrary.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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Each Limited Partner who has a Spouse as of the date of such Limited Partner’s entry into this Agreement shall cause their Spouse to execute and deliver to the Partnership a spousal consent in the form of Exhibit C hereto (a “Spousal Consent”), pursuant to which such Spouse acknowledges that they have read and understood the Agreement and agree to be bound by its terms and conditions. If any Limited Partner should marry or engage in a Marital Relationship following such Limited Partner’s entry into this Agreement, such Limited Partner shall cause their Spouse to execute and deliver to the Partnership a Spousal Consent within thirty (30) days thereof.

In calculating a Person’s ownership of interests for the purpose of determining whether such Person shall have satisfied a specified ownership threshold required for certain rights as described herein, the GP LLC Agreement, and/or any other agreement, certificate, document, or instrument contemplated hereby or thereby (e.g., an Ownership Percentage), all of such Person’s interests and all of the interests held by such Person’s Affiliates and/or its or their respective Affiliated investment funds and/or any fund, investor, entity, or account that is managed, sponsored, advised, or sub-advised by such Person and/or its Affiliates, shall be aggregated for the purposes of such determination.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

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