OFERTA PÚBLICA DE ACCIONES PREFERENTES ID CAPITAL WORLDWIDE S.A. SERIE A DÓLARES I by idcvalores

CONFI DENT I AL P RI VAT E OFFERI NG MEMORANDU M June 1 , 2 0 2 0

C O NFID E NTIAL PR IVATE O FFE R ING M E M O R AND U M

A SC END F U N D, L . P. a Cayman Islands Exempted Limited Partnership offering for subscription up to U.S. $55,000,000 of Common Interests and U.S. $40,000,000 of Preferred Interests

This memorandum describes the offering of a maximum of 55,000 common limited partnership interests (the “Common Interests”) and a maximum of 40,000 preferred partnership interests (the “Preferred Interests”) of Ascend Fund, L.P., a Cayman Islands exempted limited partnership (the “Partnership” or the “Fund”). The Common Interests and the Preferred Interests may be referred to herein individually and collectively as the “Interests”. The Interests are currently owned by AF Investors Corp., a company organized under the laws of the Cayman Islands and an affiliate of the Partnership (“AFIC”). Interests subscribed for in this offering will be sold and transferred from AFIC directly to subscribers. The Partnership’s general partner is IDC Management, Ltd., a company organized under the laws of the Cayman Islands (the “General Partner”). As the General Partner, IDC Management, Ltd. will have the exclusive right to manage and conduct the business and affairs of the Partnership. The General Partner also owns 9,400 Common Interests of the Partnership and intends to acquire at least 5,600 additional Common Interests at a price of $1,000 per Common Interest from AFIC, which Common Interests will not be sold in this offering. The Partnership’s investment objective is to provide investors with current income and capital appreciation by investing directly, or indirectly, through one or more subsidiaries or otherwise, in companies and businesses involved in the animal protein food, animal nutrition and

breeding industries in Central and South America and the Caribbean (collectively, the “Investments”). However, the Partnership reserves the right to invest in other regions if it identifies attractive opportunities in those areas. The Partnership currently indirectly owns one hundred percent (100%) of the outstanding equity securities of the following companies (the “Operating Companies”) in the animal protein food industry in Central America: (i) Aves Reproductoras de Centroamérica, S.A., (ii) Frigoríficos de Guatemala, S.A., (iii) Transportes Gafi, S.A., (iv) JB Trading, Inc., (v) Criaves de Costa Rica CCR, S.A., (vi) Criaves, S.A. de C.V., and (vii) Productos Alimenticios Sello de Oro, S.A. de C.V. These companies produce and market products under several brands, including without limitation, Pio Lindo, Sello de Oro, Max, ARECA and Gana Mas. The subscription price of each Interest is U.S. $1,000. Each subscriber will be required to purchase a minimum of 500 Interests, for a total investment of U.S. $500,000. The initial subscription period for the sale of Common Interests will close on or before June 30, 2020. The initial subscription period for the sale of Preferred Interests will close on August 15, 2020 (such date to be the “Initial Preferred Interest Closing”). The General Partner and AFIC are entitled, at their sole discretion, to continue to accept subscriptions for Preferred Interests and to hold one or more subsequent closings. The final closing of Preferred Interests will occur on the earlier of (i) the date on which AFIC sells all of its Preferred Interests, or (ii) five (5) months after the Initial Preferred Interest Closing.

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TA B L E O F C O NT ENT S

Important Additional Information

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Forward-Looking Statements

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Summary of Principal Terms

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Risk Factors

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Management

.26

Compliance with AML/AEOI Requirements

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Access to Information

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Partnership Counsel

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E XH IB ITS EXHIBIT A Third Amended and Restated Exempted Limited Partnership Agreement EXHIBIT B Subscription Agreement 3

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IMPORTA N T A D D IT ION A L INFORMATION AFIC is offering the Interests in reliance upon exemptions from registration under the Securities Act of 1933 (the “Securities Act”) for an offer and sale of securities that does not involve a public offering, and that is directed to persons that are not citizens or residents of the United States (“U.S.”). The Interests have not been registered under the Securities Act or any other securities laws and may not be resold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws. Interests will be sold only to accredited investors (as defined in Rule 501(a) promulgated under the Securities Act) who are neither residents nor citizens of the U.S. The Interests may not be transferred to U.S. citizens or residents. The Interests are also subject to restrictions on transferability under the terms of the Third Amended and Restated Exempted Limited Partnership Agreement of the Partnership (the “LPA”) and the Subscription Agreement (the “Subscription Agreement”), copies of which are attached as Exhibits to this memorandum. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of an investment in the Interests for an indefinite period of time. This memorandum is provided on a confidential basis to a limited number of offerees for informational use and has been prepared solely for use in connection with the proposed offering of Interests described in this memorandum. This

memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Interests. Distribution of this memorandum to any person other than the prospective investor and any person retained to advise such prospective investor with respect to the prospective investor’s purchase of Interests is unauthorized, and any disclosure of any of its contents, without the Partnership’s prior written consent, is prohibited. Each prospective investor, by accepting delivery of this memorandum, agrees to the foregoing and to make no photocopies of this memorandum or any documents referred to in this memorandum. No person is authorized in connection with the offering to give any information or to make any representation not contained in this memorandum, and, if given or made, such other information or representation must not be relied upon as having been authorized by AFIC, the Partnership or any of their representatives. In making an investment decision regarding the Interests, you must rely on your own examination of the Partnership, the Operating Companies and the terms of this offering, including the merits and risks involved. Neither the Partnership, AFIC nor any of their representatives are making any representation to any offeree or purchaser of the Interests regarding the advisability or legality of an investment therein by such offeree or purchaser under any applicable investment law or similar laws or regulations. You should not construe the contents of this memorandum as legal, business or tax advice, and you should consult your own counsel, accountants and other advisors as to the legal, business, tax, financial and related aspects of a purchase of the Interests. This memorandum is not intended to provide any advice relating to legal, taxation or investment matters and prospective investors should not construe it as containing

(i) the legal requirements within the countries of their nationality, residence, or domicile for such acquisition; (ii) any foreign exchange restrictions or exchange control requirements which they might encounter on acquisition or disposal of Interests; and (iii) the income tax and other taxation consequences which might be relevant to the acquisition, holding or disposal of Interests. Therefore, prospective investors should review this memorandum carefully and consult with their legal and financial advisers to determine possible tax or other consequences of purchasing, holding or disposing of Interests.

A N I N V ES T M ENT IN INT ERES T S I S SU B J EC T TO S IG NIFIC ANT RIS K S. S E E “ R I S K FACTORS”

The distribution of this memorandum and the offering or purchase of the Interests may be restricted in certain jurisdictions. No persons receiving a copy of this memorandum or the accompanying Subscription Agreement in any such jurisdiction may treat this memorandum or such Subscription Agreement as constituting an invitation to them to subscribe for Interests, nor should they in any event use such Subscription Agreement, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such Subscription Agreement could lawfully be used without compliance with any registration or other legal requirements.

This memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to in this memorandum will be made available to prospective investors upon request to the Partnership. The Partnership or AFIC will respond to any questions that investors or their advisors may have concerning this offering and will make available for examination by any investor or its advisors such records and files in its possession as may be pertinent to an investor’s decision whether to invest in the Interests. The terms and conditions of the offering and the rights and liabilities of the Partnership and the Limited Partners (as defined in the LPA) are governed by the LPA, the form of which is attached as Exhibit A to this memorandum, and the Subscription Agreement between each Subscriber (as defined in the Subscription Agreement), AFIC and the Partnership, the form of which is attached as Exhibit B to this memorandum, and the description of any of such matters in the text of this memorandum is subject to and qualified in its entirety by reference to such exhibits. Financial Statements and other information with respect to the Operating Companies may be obtained by prospective investors upon request to the Partnership. This memorandum and all of the exhibits to this memorandum should be reviewed carefully by each prospective investor and each prospective investor’s legal, accounting and tax advisers prior to making any decision concerning an investment in the Interests.

C O NFI D E NTI AL PR IVATE O FFE R ING ME MO R AND U M

any such advice. Persons interested in acquiring Interests should inform themselves as to:

C O NFID E NTIAL PR IVATE O FFE R ING M E M O R AND U M

Neither the Securities and Exchange Commission, any other securities commission nor any other regulatory authority, has approved or disapproved of the Interests nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this memorandum. Any representation to the contrary is a criminal offense. The Partnership falls within the definition of a “private fund” under the Private Funds Law, 2020 of the Cayman Islands (the “Private Funds Law”) and is accordingly required to be registered under Section 7 of the Private Funds Law with the Cayman Islands Monetary Authority (the “Authority”).

The Partnership intends to register as a private fund under Section 7 of the Private Funds Law and must register as such by August 7, 2020. Investors in the Partnership should not assume from the fact that the Partnership will be registered under the Private Funds Law that its activities are in any way regulated or supervised by the Cayman Islands government. Neither the Authority nor any other regulatory authority in the Cayman Islands has approved this memorandum or the offering of Interests hereunder nor is it intended that they will. No invitation may be made to the public in the Cayman Islands to subscribe for the Interests.

THE REGISTRATION OF THE PARTNERSHIP BY THE AUTHORITY DOES NOT CONSTITUTE ANY GUARANTEE OR ASSURANCE BY THE AUTHORITY TO ANY INVESTOR AS TO THE PERFORMANCE OR CREDITWORTHINESS OF THE PARTNERSHIP. FURTHERMORE, IN REGISTERING THE PARTNERSHIP, THE AUTHORITY SHALL NOT BE LIABLE FOR ANY LOSSES OR DEFAULT OF THE PARTNERSHIP OR FOR THE CORRECTNESS OF ANY OPINIONS OR STATEMENTS EXPRESSED IN ANY MATERIAL USED TO SOLICIT THE PURCHASE OF INTERESTS IN THE PARTNERSHIP.

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FORWARD-LOOKING STAT E M E N TS

This memorandum contains forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements include information concerning possible or assumed future results of operations, goals and objectives for future operations, including descriptions of the Partnership’s investment strategies, among other things. These statements are typically identified by words such as “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate” and similar expressions. The Partnership bases these statements on particular assumptions that the Partnership has made in light of its experience, as well as its perception of historical trends, current conditions, expected future developments and other factors that the Partnership believes are appropriate under the circumstances. As you read and consider the information in this memorandum, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Although the Partnership believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Partnership’s actual financial results and could cause actual results to differ materially from those expressed in the forward-looking statements. These factors include, among other things:

• • • • • • • • •

the Partnership’s ability to identify attractive Investments; the Partnership’s ability to manage the Operating Companies; the Partnership’s ability to obtain financing for transactions; the Partnership’s ability to negotiate favorable terms with joint venture partners and other counterparties; the Partnership’s ability to operate the Investments successfully; the Partnership’s ability to sell the Investments at attractive prices; the impact of natural disasters such as hurricanes, floods and tornados; the demand for animal protein products and volatility in feed and animal protein commodity prices; and general economic conditions.

In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this memorandum will in fact transpire.

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SU M M ARY O F P R IN CI PAL T E RM S This summary highlights key information with respect to an investment in the Interests. This summary is not complete and does not contain all of the information that you should consider before investing in the Interests. You should read this entire memorandum, including the risk factors, before investing in the Interests. Capitalized terms used in this memorandum, and not defined herein, have the meanings given to them in the LPA and Subscription Agreement.

THE FUND

TERM

GE N ER AL PA RT N ER

CO M MO N IN TER ES TS

Ascend Fund, L.P. is an exempted limited partnership organized under the laws of the Cayman Islands on July 16, 2015. The registered office of the Partnership is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

The term of the Fund is perpetual, unless it is earlier terminated, wound up, liquidated and dissolved in accordance with the LPA or under the Exempted Limited Partnership Law (Revised) of the Cayman Islands, as amended.

IDC Management, Ltd., a company organized under the laws of the Cayman Islands and located at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, is the General Partner of the Partnership. The General Partner has the exclusive right to manage and conduct the business and affairs of the Partnership. As of the date of this memorandum, the General Partner is the owner of 9,400 Common Interests of the Partnership, and intends to purchase at least 5,600 additional Common Interests from AFIC. The General Partner will be responsible for the registrar and transfer duties of the Partnership.

AFIC will sell and transfer up to 55,000 Common Interests at a price of U.S. $1,000 per Common Interest to investors. AFIC will use the proceeds of its sale of Common Interests to partially repay its debt to the former limited partners of the Partnership for AFIC’s purchase of its limited partnership interests in the Partnership. The Common Interests have only limited voting rights, and, consequently, owners of Common Interests (“Common Partners”) will not have the ability to vote on or participate in matters relating to the operation and management of the Partnership.

AFIC will sell and transfer up to 40,000 Preferred Interests at a price of U.S. $1,000 per Preferred Interest to investors. AFIC will use the proceeds of its sale of Preferred Interests to partially repay its debt to the former limited partners of the Partnership for AFIC’s purchase of its limited partnership interests in the Partnership. The Preferred Interests have no voting rights, and, consequently, owners of Preferred Interests (“Preferred Partners”) will not have the ability to vote on or participate in matters relating to the operation and management of the Partnership. Each Preferred Partner will be entitled to receive a noncumulative, noncompounded, simple interest annual return equal to 8.5% on the daily balances of its Adjusted Capital Contribution (the “Preferred Partner Return”). The Partnership will have the option (the “Call Option”) to purchase and redeem all (but not less than all) of the outstanding Preferred Interests from the Preferred Partners at any time after August 1, 2023; provided, however, that the Call Option must be exercised and all of the outstanding Preferred Interests must be redeemed by the Partnership on or prior to August 1, 2027. The Common Partners will not be entitled to receive distributions from the Partnership until either (i) the Preferred Partners have received distributions equal to the aggregate amount of their Capital Contributions plus the Preferred Partner Return or (ii) the Preferred Interest Repurchase Reserve, to be set aside by the Partnership to redeem the Preferred Interests, is funded with at least the aggregate amount of issued and outstanding Preferred Interests (e.g., US$40,000,000), reduced by all capital that has already been repaid to the Preferred Partners (other than the Preferred Partner Return).

A F I C ’ S P U RC HAS E OF T H E PARTNERS HI P

In April of 2020, AFIC acquired 95% of the limited partnership interests in the Partnership. This purchase gave AFIC indirect ownership of 95% of the Operating Companies. AFIC paid a purchase price of $178,030,000 for its limited partnership interests in the Partnership, and $153,030,000 of this price is still owed to the seller. AFIC will use the proceeds from the sale of Interests in this offering to pay a portion of the unpaid balance of the purchase price to the seller. The remaining portion of the unpaid balance of the purchase price will be paid with debt incurred by the Operating Companies and proceeds from AFIC’s sale of Common Interests to the General Partner.

C O NFI D E NTI AL PR IVATE O FFE R ING ME MO R AND U M

P R E F E R R ED IN TER ES TS ; P R E F E R R ED PA RT N ER R ET URN A ND C A L L O PT I ON

C O NFID E NTIAL PR IVATE O FFE R ING M E M O R AND U M

T H E I N VES TMENT MAN AG E R

Valante Capital, S.A., located at 13 calle 2-60 zona 10, Topacio Azul, Nivel 13, Oficina 1302, Guatemala, Guatemala, 01010, and an affiliate of the General Partner, and/or any other firm selected by the General Partner (the “Investment Manager”), will provide investment advice and other services to the General Partner, in order to assist the General Partner in making investment and other decisions on behalf of the Partnership, pursuant to a Management Agreement (the “Management Agreement”) between the General Partner and the Investment Manager. A copy of the Management Agreement may be obtained by investors upon request to the General Partner. Pursuant to the Management Agreement, the investment advisory services to be provided by the Investment Manager to the General Partner include financial advisory, investor relations and decisions regarding capital calls and distributions. The General Partner will be responsible for the fees payable to the Investment Manager. Valante Capital, S.A. and IDC Management, Ltd. are sometimes referred to herein collectively as the “IDC Companies.”

IN V E S TMENT O BJ EC TI V E S

The Partnership’s investment objective is to provide investors with current income and capital appreciation by investing directly, or indirectly, through one or more subsidiaries or otherwise, in companies and businesses involved in the animal protein food, animal nutrition and breeding industries in Central and South America and the Caribbean (collectively, the “Investments”). However, the Partnership reserves the right to invest in other regions if it identifies attractive opportunities in those areas.

O P ER AT I N G CO M PA N I ES

The Partnership currently indirectly owns one hundred percent (100%) of the outstanding equity securities of the following Operating Companies in the animal protein food industry in Central America: (i) Aves Reproductoras de Centroamérica, S.A., (ii) Frigoríficos de Guatemala, S.A., (iii) Transportes Gafi, S.A., (iv) JB Trading, Inc., (v) Criaves de Costa Rica CCR, S.A., (vi) Criaves, S.A. de C.V., and (vii) Productos Alimenticios Sello de Oro, S.A. de C.V. These Operating Companies produce and market products under several brands, including without limitation, Pio Lindo, Sello de Oro, Max, ARECA and Gana Mas. Investors may obtain financial statements and other information with respect to the Operating Companies upon request to the Partnership. The Partnership will use the operating and investment experience of the IDC Companies to identify and purchase companies and businesses, and create or add value through asset repositioning, research and development, sales and marketing, financial structuring, asset management and other services.

F U N D S T RU C T U RE

The Partnership will not directly acquire any Investments. Instead, the Partnership will form a series of holding corporations that will own the Investments. The current structure of the Partnership is shown in the Organizational Chart (the “Org Chart”) on the following page.

The Partnership will use any of the following auditors located in the Cayman Islands: (i) Deloitte & Touche LLP, (ii) Ernst & Young LLP, (iii) KPMG LLP, (iv) PricewaterhouseCoopers LLP (each of the foregoing, a “Big Four Firm”), or (v) any other internationally recognized auditing firm.

ACCO U N TI N G P R I N C I P L ES

The accounting principles that will be used to prepare financial statements of the Partnership are International Financial Reporting Standards (“IFRS”).

AU DI TI N G P R I N C I P L ES

The auditing principles that will be used to audit financial statements of the Partnership are International Standards on Auditing.

F I S C A L Y EAR

The Fiscal Year of the Partnership is from January 1 to December 31.

VA LUAT I O N

The Net Asset Value (NAV) of the Partnership will be calculated annually by a Big Four Firm or other internationally recognized valuation firm using the Partnership’s EBITDA and an EBITDA multiple of six (6.0), subject to certain circumstances under which the EBITDA multiple may be different. The LPA sets forth these special circumstances. See definition of “EBITDA Multiple” in the LPA.

VA LUAT I O N

F I N AN C I A L R EP O RTS

As soon as reasonably practicable after the end of each Fiscal Year, the General Partner will deliver to each investor who was a Partner at any time during such year a report setting forth (i) the NAV of such Partner’s capital account as of the end of such year and (ii) such other financial information as the General Partner may deem appropriate.

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AU DI TO R S

C O NFID E NTIAL PR IVATE O FFE R ING M E M O R AND U M

C U R R E N T ORGAN I Z AT I O N AL S T RUCT URE

AF INVE STO R S COR P.

IDC M AN AG E M E N T, LTD.

LIMI T ED PA RT N ER

G E NE R AL PARTNE R

S PONSORED BY

BU S I N E S S F U N D I , S. A .

100%

C O NFI D E NTI AL PR IVATE O FFE R ING ME MO R AND U M

TH E C E N T RA L A M ERICA N

AV E S RE PRODUCTORA S D E CE NTROA M É RICA , S.A . GT

P TY

F RIGORÍF ICO S DE GUATE M A LA , S.A . GT TRA NSPO RTE S GA F I, S.A. 100%

J B S E RV I C E S 100%

M A N AG E M E N T I NC. P TY

JB TRA DING, INC. 100%

FON D O

CRIAV E S DE CO STA RICA CCR, S.A .

C E N T ROA M E RI C A NO

100%

PTY

D E I N V E RS I ÓN , S . A .

P TY

CRIAV E S, S.A . DE C.V. EL SALVAD OR PRODUCTOS A LIM E NTICIO S SE LLO D E O RO, S.A . DE C.V. 100%

EL SALVAD OR

C O NFID E NTIAL PR IVATE O FFE R ING M E M O R AND U M

C AS H DI S T R I B U T I ONS

The Partnership intends to make cash distributions to holders of Interests, at such times and in such amounts as may be determined by the General Partner. Cash will be distributed to holders of Interests in the following order of priority: (i) first, to the Preferred Partners to the extent of their unpaid Preferred Partner Return; (ii) second, either (A) to the Preferred Partners, pro rata based on their Adjusted Capital Contributions until their Capital Contributions have been returned in full, or (B) to a reserve account established by the General Partner for the purpose of reserving enough funds to exercise the Partnership’s Call Option, until distributions made into such reserve account equal the aggregate amount of issued and outstanding Preferred Interests (e.g., US$40,000,000), reduced by all capital that has already been repaid to the Preferred Partners (other than the Preferred Partner Return); and (iii) then, pro rata, to the holders of Common Interests based on their respective Percentage Interests. There can be no assurance that the Investments will produce sufficient cash to allow the Partnership to make cash distributions. See “Risk Factors,” below. In addition, the General Partner, on behalf of the Partnership, may elect to use the Partnership’s cash to acquire more Investments and/or expand the business of the Operating Companies, instead of distributing cash to the Partners.

C AR R I E D IN TER ES T

The General Partner will be compensated by receiving Common Interests, known as “Carried Interest,” based on increases in the value of the Partnership. Generally, the General Partner will receive a Carried Interest equal to 15% of the increase in value of the Partnership. The Partnership will issue the General Partner any Carried Interest accrued but unissued within one hundred and twenty (120) days after the end of each even-numbered Fiscal Year, commencing with 2026. The Partnership will issue the Common Partners any Excess Carried Interest accrued but unissued within one hundred and twenty (120) days after the end of each even-numbered Fiscal Year, commencing with 2026, pro rata in accordance with their respective Percentage Interests. The number of Carried Interests and Excess Carried Interests issued to the General Partner and the Common Partners, respectively, will be determined by dividing the Total Value Created by US$1,000. The LPA sets forth the manner in which the quantity of Carried Interest and Excess Carried Interest to be issued will be determined. See Section 6.6 of the LPA.

P U RC H AS E OF IN TER ES TS

The Partnership and AFIC are offering Interests to raise up to U.S. $95 million. The Partnership and AFIC retain the right to accept subscriptions for less than the maximum offering. Each investor is expected to acquire a minimum of $500,000 of Interests (in either Common Interests, Preferred Interests or both), subject to the discretion of the General Partner to accept a capital commitment of a lesser amount or impose a higher minimum capital commitment. Investors will indicate in the Subscription Agreement (accompanying this memorandum) their total commitment to purchase Interests.

The Partnership or its subsidiaries (as the General Partner may determine), will pay to the General Partner (or the Investment Manager pursuant to the Management Agreement) an annual management fee (the “Management Fee”) equal to 1.5% of the Partnership’s Adjusted Assets Under Management, measured on the first day of each year. The Management Fee shall be payable in twelve equal monthly installments on the first day of each month.

IN V E S TMENT GUI D EL I N E S

The Partnership’s Investment Guidelines are attached as Exhibit B to the LPA. The General Partner will have sole discretion to modify the Partnership’s Investment Guidelines and investment objectives as a result of changing economic conditions.

ACQ U I S I TI O N STR ATEG I E S

The General Partner and the Investment Manager will identify and analyze potential acquisitions of new companies or businesses for the Partnership. If the General Partner approves of a new acquisition by the Partnership, the Partnership will invest in such new company or business; provided however, that if the General Partner intends on making a capital call to fund such new investment, a Majority in Interest will have to approve such call for capital. A “Majority in Interest”, as of any date of determination, means Partners whose Common Interests at such time exceed 60% of the Common Interests owned by all Partners at such time.

DI S P O S I T I ON P O L I C I ES

The Partnership intends to hold its Investments for an extended period. However, circumstances might arise which could result in the early sale of some of its Investments. The determination of whether a particular company or business should be sold will be made after consideration of relevant factors, including prevailing economic conditions and the viability of such company or business, with a view to achieving maximum capital appreciation. The Partnership cannot assure investors that this objective will be realized. The sale or other disposition of all of the Partnership’s assets must be approved by a Majority in Interest of the Common Interests.

C AP I TA L C A LLS

The General Partner shall have the right to call for additional capital from holders of Common Interests for two purposes: (a) to fund New Acquisitions of companies or businesses by the Partnership, and (b) to pay Partnership expenses. Preferred Partners are not required to pay additional capital calls. Capital calls made to fund New Acquisitions must be approved by a Majority in Interest of the Common Interests. If such a capital call is approved, (i) Partners who vote for the capital call are required to pay their pro-rata share of the capital call, and are subject to various remedies if they default on such obligation (see Section 5.6 of the LPA); and (ii) Partners who do not vote for the capital call will not be required to pay their share of the capital call, but their Percentage Interests will be proportionately diluted due to their failure to contribute capital. See Section 5.6(e) of the LPA. 15

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MAN AG E MENT FEE

C O NFID E NTIAL PR IVATE O FFE R ING M E M O R AND U M

All holders of Common Interests are required to pay capital calls made to fund Partnership expenses. The General Partner may impose various default remedies on Partners who fail to pay their share of capital calls made to pay Partnership expenses. See Section 5.6 of the LPA.

PA RT N ER S HI P A ND S U B S I DI ARY EXPENSES

The Partnership and its subsidiaries will bear all of their organizational costs and all expenses related to their operations, including the Management Fee, fees and other out-of-pocket expenses related to the investigation of investment opportunities (except for Pre-Decisional Costs, as defined in the LPA), acquisition, ownership, financing and operating expenses of investments, and taxes, fees of auditors and counsel, insurance, litigation expenses, expenses associated with the preparation and distribution of reports to Partners and other appropriate expenses. The IDC Companies will be responsible for the costs of their operations, including rent, overhead expenses and the compensation and benefits provided to their employees. With respect to any new acquisition by the Partnership of a company or business, the General Partner shall be responsible for preliminary investigatory and pre-decisional investigation costs.

OT H ER AC T I VI T I ES O F TH E I DC CO M PA N I ES

The IDC Companies and their Affiliates will not devote all of their business time to the Partnership’s business. These companies are permitted to pursue other investment opportunities, including the purchase of companies and businesses of the type to be acquired by the Partnership, and the ownership and management of other funds that may compete with the Partnership. The IDC Companies may be subject to conflicts of interest in the management of the Partnership and the Investments, including conflicts in deciding which investment opportunities will be allocated to the Partnership or pursued independently by the IDC Companies or their Affiliates. For additional information, see “Risk Factors – Risks Related to Management,” below.

LI M I TED VOTI N G R I GHT S

The Common Interests have limited voting rights. The Preferred Interests have no voting rights. All voting General Partnership Interests are owned by IDC Management, Ltd., which will have the exclusive right to manage and conduct the business and affairs of the Partnership. See “Risk Factors – Risks Related to Management.”

T R AN S F ER S OF IN TER ES TS

Limited Partners generally may not sell, transfer, assign or encumber any part of their Interests, except with the prior written consent of the General Partner. At any time from January 1, 2024 until December 31, 2026 (the “Initial Restrictive Period”), Common Partners may transfer their Interests to the General Partner or to other Limited Partners, subject to the General Partner’s right of first refusal to acquire such Interests first.

IN D EMN I F I C AT I ON

Pursuant to the LPA, the IDC Companies and their principals and employees will not be liable to the Partnership for their acts, unless they constitute bad faith, willful misfeasance or gross negligence. The Partnership has agreed to indemnify the IDC Companies and their principals and employees with respect to all damages, liabilities, costs and expenses resulting from their acts which do not constitute bad faith, willful misfeasance or gross negligence. See Sections 9.1 and 9.2 of the LPA for additional details.

TA X CO N S I D ER AT I ONS

Refer to “Risk Factors – Risks Related to this Offering,” below, for a summary of certain income tax risks relating to an investment in the Interests. This summary does not discuss any federal, state, local or foreign income tax consequences of an investment in the Interests. Each investor is advised to consult its own tax advisor as to all income tax consequences of an investment in the Partnership.

R I S K FAC TO RS

An investment in the Partnership involves significant risks. See “Risk Factors” for additional details.

CO M P L I AN C E MAT T ER S

As a condition to investing in the Partnership, each Limited Partner is required to make detailed representations regarding its compliance with various U.S. laws and regulations, including anti-money laundering and anti-terrorist regulations. Limited Partners must also represent that they are not “Senior Foreign Political Figures” (as defined in the Subscription Agreement) or family members or close associates thereof. See Section 4 of the Subscription Agreement. If at any time a Limited Partner fails to meet these standards, the Partnership shall have the right to pursue various remedies against the defaulting Limited Partner, including requiring the Limited Partner to withdraw from the Partnership pursuant to Section 6.3 of the LPA. In addition, in order to comply with the anti-money laundering (“AML”) rules of the Cayman Islands, a Limited Partner must be introduced to the Partnership by an eligible introducer or complete an anti-money laundering certificate in the form required by the AML rules. These forms can be obtained from the Partnership.

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Following the Initial Restrictive Period, Common Partners may sell, transfer, assign or encumber their Interests to third parties, subject to the General Partner’s right of first refusal to acquire such Interests first, and the non-selling Limited Partners’ secondary right of first refusal. In no event may Interests be transferred to U.S. citizens or residents. A Limited Partner’s ability to transfer its Interests is subject to significant limitations. See Section 5.10 of the LPA for additional details. However, the restrictions on transfers contained in Section 5.10 of the LPA do not apply to transfers by the General Partner of its Common Interests.

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H OW TO I NVES T

To invest, an investor must complete and sign the Subscription Agreement, including Schedule 1 to the Subscription Agreement and the Joinder to the LPA attached to the Subscription Agreement, and IRS Form W-8, and forward such documents to the Partnership, together with payment for the Interests purchased by the investor. Each investor must also obtain an appropriate introduction, or complete an AML certificate, as required by the AML regulations of the Cayman Islands. A copy of the Subscription Agreement is included as Exhibit B to this memorandum. The other documents may be obtained from the Partnership.

R IS K FACTO RS An investment in the Interests involves certain risks. An investment in the Interests is only suitable for persons of substantial financial means who have no need for liquidity. The following factors, along with others described in this memorandum, should be considered in evaluating an investment in the Interests.

R IS KS RE L AT E D TO T H E PART N E RS H I P ’ S BUS I N ESS The Partnership might not be able to implement its investment and operating policies and strategies successfully. The Partnership is subject to all of the business risks and uncertainties associated with any business, including the risk that the Partnership will not achieve its investment objectives. The results of the Partnership’s operations will depend on a variety of factors outside of the control of the Partnership, including the availability of opportunities for investment, the availability of funding and economic conditions, and the success and profitability of its subsidiaries. The performance of the Partnership’s past investments is not indicative of its future investments. The past performance of the Partnership’s investments is not necessarily indicative of the future results of the Partnership’s investments. Notwithstanding the past performance of these investments, on any given investment, the Partnership may incur substantial losses.

If the Partnership is unable to invest in suitable investments, then the Partnership may not be able to achieve its investment objectives. The Partnership’s ability to achieve its investment objectives depends upon the ability of the General Partner to identify and acquire attractive investments, to grow the Partnership’s current subsidiaries, and to successfully operate the Partnership and its subsidiaries. There can be no assurance that the General Partner will be successful in identifying suitable investments or that the Partnership’s objectives will be achieved. Any failure to manage the Partnership’s future growth effectively could have a material adverse effect on its business, financial condition and results of operations. Investors will not have the opportunity to evaluate the Partnership’s investments. Because the Partnership has not yet identified all of the investments that the Partnership will make, the Partnership

The Partnership is focused on investing in the animal protein food, animal nutrition and breeding industries in Central and South America and the Caribbean, and therefore lacks diversification. While diversification is an objective of the Partnership, there can be no assurance as to the degree of diversification that will actually be achieved by the Partnership, either by geographic region or asset type. Most, if not all, of the Partnership’s investments will be in Central and South America and the Caribbean. The Partnership is, therefore, subject to increased exposure (positive or negative) from economic and other competitive factors specific to the markets within these regions. In addition, the Partnership intends to invest in companies and businesses involved in the animal protein food, animal nutrition and breeding industries. Given the limited range of investments the Partnership intends to make, it may be negatively impacted by events affecting the aforementioned industries predominantly or exclusively. Limited Partners may be able to achieve greater returns by investing in a broader portfolio of investments, including diversification by geographic region or industry. Further, if the Partnership makes an investment in a single transaction with the intent of selling a portion of the investment, there is a risk that the Partnership will be unable to successfully complete such sale. This could lead to increased risk as a result of the Partnership having an unintended long-term investment and reduced diversification. The Partnership may participate in a limited number of investments and, as a consequence, the aggregate return of the Partnership may be materially and adversely affected by the unfavorable performance of a single investment. The Partnership operates in a highly competitive market for investment opportunities with competitors who may have greater resources. This may cause the Partnership to lose investment opportunities or to invest on less favorable terms. A number of entities will compete with the Partnership to make the types of investments that the Partnership

plans to make. The Partnership will compete with other domestic and foreign public and private funds, commercial and investment banks, private and public finance companies, and a number of other investors. Many of the Partnership’s competitors are substantially larger and have considerably greater financial, technical and marketing resources than the Partnership. Some competitors may have a lower cost of funds and access to funding sources that are not available to the Partnership. In addition, some of the Partnership’s competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establishment relationships than the Partnership. The competitive pressures that the Partnership may face may have a material adverse effect on its business, financial condition and results of operations. Also, as a result of this competition, the Partnership may not be able to take advantage of attractive investment opportunities from time to time, and no assurance can be made that the Partnership will be able to identify and make investments that are consistent with its investment objective. A pandemic, epidemic or outbreak of an infectious disease in Central or South America, or the Caribbean, such as the recent outbreak of the coronavirus known as COVID-19, could adversely affect the operating results and financial condition of the Partnership and the Operating Companies. Pandemic infectious diseases, such as the current COVID-19 strain, may adversely impact the business, operations and financial condition of the Partnership and the Operating Companies. The global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. The extent to which COVID-19 or other infectious diseases may impact the business, operations and financial results of the Partnership and the Operating Companies will depend on numerous evolving factors that the Partnership and the Operating Companies may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the

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will be unable to provide investors with information to evaluate its investments prior to an investor’s subscription.

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effect on the demand for the products of the Operating Companies; the ability of the Operating Companies to implement their respective business plans, including as a result of travel restrictions and people working from home; the ability of potential customers to pay for the products of the Operating Companies; and any closures of the facilities of the Operating Companies.

The animal protein food, animal nutrition and breeding industries are subject to significant government regulation in the countries where the Partnership conducts business. These regulationswill increase the Partnership’s costs ofdoing business. Failure to comply with applicable regulations may result in fines, suspension of operations and other adverse consequences for the Partnership and its subsidiaries.

The animal protein food, animal nutrition and breeding industries are subject to significant government regulation in the countries where the Partnership conducts business.

R ISK S R E L AT E D TO M AN AG E M E N T The Partnership’s future success is dependent upon the principals of the General Partner and the loss of any of them could severely and detrimentally affect the Partnership’s operations.

Carried Interest may create an incentive for the General Partner to pursue investments that are riskier or more speculative than would have been the case in the absence of this incentive.

The Partnership will depend on the diligence, experience, and skill of IDC Management, Ltd. and its principals. The principals of the General Partner will evaluate, negotiate, structure, acquire and sell the Investments. The principals of the General Partner will, among other services, manage the Partnership, and coordinate capital contributions from investors. The General Partner will retain the Investment Manager to provide investment advice and other services to the General Partner, in order to assist the General Partner in making investment and other decisions on behalf of the Partnership. The Partnership’s future success will depend on the continued service of the management team of the General Partner and of the Investment Manager. The departure of any of such principals could have a material adverse effect on the Partnership’s ability to achieve its investment objectives. The principals of the General Partner and the Investment Manager have not entered into employment or non-compete agreements with the General Partner or the Investment Manager. Neither the General Partner nor the Investment Manager has purchased “key man” life insurance with respect to their principals.

The General Partner will be entitled to receive a Carried Interest from the Partnership equal to 15% of the Partnership’s Total Value Created. This may create an incentive for the General Partner to pursue investments that are riskier or more speculative than would have been the case in the absence of this incentive.

The General Partner will be entitled to receive a Carried Interest from the Partnership equal to 15% of the Partnership’s Total Value Created. The right to receive the 20

The IDC Companies and their principals may engage in other investment activities, which could reduce the amount of time and effort that they devote to the Partnership. The LPA and the Management Agreement do not restrict the right of the IDC Companies or their principals and Affiliates to carry on other business activities, including other investment activities which compete with the Partnership’s business. In addition, the LPA and Management Agreement do not specify a minimum amount of time that the IDC Companies or their principals must devote to managing the Partnership’s investments. The IDC Companies and their principals will have responsibilities in connection with their roles as principals and officers of other entities. The ability of these parties to engage in these other business activities could reduce the time and effort they spend on the Partnership’s business, which could negatively impact the Partnership’s performance.

The Partnership and/or its subsidiaries may enter into relationships and/or agreements, contractual and otherwise, with affiliated or related entities, in which the IDC Companies or their Affiliates may be interested, through common ownership or otherwise. Such relationships raise the potential for conflicts of interest. The members of the management teams of the IDC Companies are currently engaged in other investment activities and expect to engage in additional investment activities in the future. As a result, they may face conflicts of interest in allocating investments. Members of the management teams of the IDC Companies are currently engaged in a variety of investment activities for their own account and for the account of other investment funds managed by them, and they expect to continue to engage in such activities in the future. As a result of these activities, the members of the management teams will be subject to conflicts of interest in determining whether to allocate investment opportunities to the Partnership. The liability of the IDC Companies will be limited under the LPA, and the Partnership will agree to indemnify the IDC Companies against certain liabilities, which may lead them

to act in a riskier manner on behalf of the Partnership than they would when acting for their own account. Pursuant to the LPA, the IDC Companies and their principals and employees will not be liable to the Partnership for their acts, unless they constitute bad faith, willful misfeasance or gross negligence. The Partnership has agreed to indemnify the IDC Companies and their principals and employees with respect to all damages, liabilities, costs and expenses resulting from their acts which do not constitute bad faith, willful misfeasance or gross negligence. These protections may lead the IDC Companies to act in a riskier manner when acting on behalf of the Partnership than they would when acting for their own account. The Partnership will be managed and controlled by the General Partner, and investors will have no control over the Partnership’s management. IDC Management, Ltd. owns all of the General Partnership Interests of the Partnership, and will have the exclusive right to manage and conduct the business and affairs of the Partnership. The Common Interests which are offered to investors in this offering have limited voting rights and the Preferred Interests which are offered to investors in this offering have no voting rights, and neither bestows any right to participate in the management, operation, and/or administration of the Partnership.

RISK S R E L AT ED TO T H I S O F F E RI N G An investor’s ability to transfer its Interests is restricted under the terms of the LPA. Limited Partners generally may not sell, transfer, assign or encumber any part of their Interests, except with the prior written consent of the General Partner. At any time from January 1, 2024 until December 31, 2026 (the “Initial Restrictive Period”), Common Partners may transfer their Interests to the General Partner or to other Limited Partners, subject to the General Partner’s right of first

refusal to acquire such Interests first. Following the Initial Restrictive Period, Common Partners may sell, transfer, assign or encumber their Interests to third parties, subject to the General Partner’s right of first refusal to acquire such Interests first, and the non-selling Limited Partners’ secondary right of first refusal. In no event may Interests be transferred to U.S. citizens or residents. A Limited Partner’s ability to transfer its Interests is subject to significant limitations. See Section 5.10 of the LPA for additional details.

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The Partnership and/or its subsidiaries may enter into contracts with Affiliates and other related parties, which raises the potential for conflicts of interest.

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An investor’s ability to transfer its Interests is restricted under federal and other securities laws. Each investor should be aware that it may be required to bear the financial risk of an investment in the Interests for an indefinite period of time.

The Partnership will not be registered with or regulated by any securities or governmental authority of any jurisdiction.

AFIC has offered the Interests in reliance upon exemptions from registration under the Securities Act for an offer and sale of securities that does not involve a public offering and that is not made to citizens and residents of the U.S. The Interests have not been registered under the Securities Act or under any securities laws and may not be resold except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws. Interests may not be transferred to U.S. citizens or residents. Each investor should be aware that it may be required to bear the financial risk of an investment in the Interests for an indefinite period of time.

The income tax aspects of an investment in the Partnership are complicated and each investor should have such tax aspects reviewed by professional advisers familiar with the investor’s personal tax situation and with the tax laws and regulations applicable to the investor.

The Partnership is subject to limited government regulation.

An investment in the Partnership is subject to certain tax risks.

A Limited Partner may incur tax liabilities under federal or local income tax laws of certain jurisdictions in which the Partnership operates as well as the jurisdiction of such Limited Partner’s residence or domicile, which laws vary from one locale to another and which are complex and subject to change. There can be no assurance that the tax consequences described in this offering memorandum will be applied to the Partnership, its subsidiaries or the Limited Partners. Such matters are subject to change by legislation, administrative action and judicial decision.

Each prospective Limited Partner should consult with his or her own tax adviser for detailed information regarding the tax consequences of an investment in the Partnership.

R ISK S R E L AT E D TO T H E F UN D The General Partner has not yet identified all investments that will be made by the Fund. As of the date of this memorandum, the Fund’s investments have not been fully identified. Investors will be relying on the ability of the General Partner to identify and evaluate the investments to be made by the Fund. Even if the investments of the Fund are successful, the returns may not be realized by the Limited Partners for a period of several years. The General Partner could have difficulty identifying, negotiating and closing suitable investments.

Although the General Partner’s management team has been successful in identifying suitable investments in the past, the General Partner may be unable to find a sufficient number of attractive opportunities to meet the Fund’s investment objectives. The success of the Fund will depend on the ability of the General Partner to identify suitable investments, to negotiate and arrange the closing of appropriate transactions and to arrange the timely disposition of a sufficient number of suitable investments. There can be no guarantee that a sufficient number of such investments will be available and that the Fund will therefore be able to invest all funds committed for investment by its investors. The General Partner’s

The Fund may not realize gains or income from its investments. The Fund seeks to generate both current income and capital appreciation. However, the target companies and businesses invested in may not appreciate in value and, in fact, may decline in value. Accordingly, the Fund may not be able to realize gains or income from its investments. Any gains that the Fund does realize may not be sufficient to offset any other losses it experiences. Investments made by the Fund are speculative in nature. All investments are speculative in nature and the possibility of partial or total loss of capital exists. Investors should not subscribe to or invest in the Fund unless they can readily bear the consequences of such loss. The Fund may employ substantial leverage in making its investments. The Fund may use substantial leverage to carry out its investment activities. The use of leverage magnifies the degree of risk, including the risk of substantial or even total loss to the Fund of its invested capital. The more the Fund leverages its assets, the more likely a substantial change will occur, either up or down, in the value of its investments. This increased leverage magnifies the degree of risk to the Fund. Additionally, the terms of any financing arrangement may contain various financial and other covenants relating to the Fund and its ongoing operations. Such covenants may restrict the Fund’s activities and its ability to distribute cash to investors. Failure by the Fund to comply with such covenants could result in losses to the Fund. Most Fund investments will be illiquid in nature. Investments made by the Fund are likely to be illiquid. Illiquidity may result from the absence of an established market for the investments, as well as legal, contractual or

other restrictions on their resale by the Fund. Dispositions of investments may be subject to contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. A prolonged economic slowdown or a recession could impair the Fund’s investments and harm its operating results. Many of the Fund’s investments may be susceptible to economic slowdowns or recessions, which could lead to financial losses in its investments and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase the Fund’s funding costs, limit its access to the capital markets or result in a decision by lenders not to extend credit to the Fund. These events could prevent the Fund from increasing investments and harm its returns. When investing in multiple jurisdictions, the Fund will be exposed to currency risk. The Fund will invest its capital in jurisdictions outside of the United States. As such, the Fund will generally be exposed to currency risk. The currency price of a non-U.S. investment can decline rapidly for a variety of reasons, including political, economic or technical trends, events or developments. Risks associated with investing in developed countries are compounded when investing in emerging markets. Investing in underdeveloped emerging markets entails all of the risks of investing in developed countries to a heightened degree. These heightened risks include: (i) greater risks of expropriation, confiscatory taxation, nationalization, and less social, political and economic stability; and (ii) certain national policies that may restrict the Fund’s investment opportunities including restrictions on investing in issuers or industries deemed sensitive to relevant national interests. Possible market developments could cause the Fund’s lenders to require it to pledge additional assets as collateral.

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inability to identify or acquire appropriate investments may have an adverse effect on the Fund and therefore the Fund’s results of operations.

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If the Fund’s assets are insufficient to meet the collateral requirements, then the Fund may be compelled to liquidate particular assets at an inopportune time. Possible market developments, including a sharp rise in interest rates, a change in prepayment rates or increasing market concern about the value or liquidity of one or more types of the underlying assets in which the Fund’s investments are concentrated, may reduce the market value of our investments, which may cause the Fund’s sources of leverage to require additional collateral. This requirement for additional collateral may compel the Fund to liquidate assets at a disadvantageous time, thus adversely affecting its operating results, liquidity, financial condition, and returns. The Fund may co-invest with third parties, which could result in future conflicts. The Fund may co-invest with third parties through joint ventures or other entities, including competing funds. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that a co-venturer or partner of the Fund may at any time have economic or business interests or goals that are inconsistent with those of the Fund, or may be in a position to take action contrary to the Fund’s investment objectives. As a result, the Fund may be unable to fully realize its expected return on any such investment. Further, in certain circumstances, the Fund may be liable for actions of its coventurers or partners. The Limited Partners have no direct control over the Fund’s operating or investment policies or procedures, which results in substantial reliance on the General Partner. The management, financing and disposition policies of the Fund and its policies with respect to certain other activities, including its investment and operating policies, are determined by the General Partner. To the extent permitted by the LPA, these policies may be changed from time to time at the discretion of the General Partner without a vote of the Limited Partners of the Fund. Although the General Partner has no present intention to

make any such changes, such changes could be detrimental to the Limited Partners’ investment in the Fund. Investors will have limited voting rights as Limited Partners of the Fund. Accordingly, Limited Partners will have to rely completely on the General Partner to manage the Fund. Projections and opinions expressed by the Fund or the General Partnerare based on current knowledge, and are limited as such. Statements contained in this memorandum that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of the General Partner. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed on them. No assurance can be given that returns from the Fund will be equal or similar to those achieved or expected to be achieved by prior investments of the General Partner, and no assurances can be given that actual results will meet the Fund’s stated objectives. Expedited transactions. Investment analyses and decisions by the General Partner may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the General Partner at the time of making an investment decision may be limited, and it may not have access to detailed information regarding the target company or business. Therefore, no assurance can be given that the General Partner will have knowledge of all circumstances that may adversely affect an investment. In addition, the General Partner expects to rely upon independent consultants in connection with its evaluation of proposed investments, and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants. The failure of Common Partners to satisfy capital calls could have a significantly negative impact on the Fund’s overall performance. In the event that the General Partner calls for capital from Common Partners, the failure of any Partner to satisfy

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capital calls on a timely basis may adversely affect the Fund’s access to capital and, among other things, the ability of the Fund to consummate investments or pay its obligations on a timely basis. In addition, to the extent a Common Partner fails to make a capital contribution when called, the Fund may be forced to increase its leverage on terms that may not be favorable to the Fund. If the capital required to meet the Fund’s obligations cannot be obtained, the Fund may be subject to liability for breach of those obligations. Any default by one or more Common Partners could have a deleterious effect on the Fund, its assets and the interests of the other Limited Partners.

dilution of its Percentage Interests in the Fund and the sale of its Interests in the Fund. Limited Partners have no right to withdraw from the Fund. With limited exceptions, a Limited Partner has no right to withdraw from the Fund or require that its Interests in the Fund be redeemed or repurchased. Accordingly, investors who acquire Interests in the Fund should be prepared to hold their investments until such time as the Fund is terminated and its assets are liquidated. Creditors of the Fund will have recourse against the Fund’s assets.

The Partners are subject to substantial penalties in the event that they fail to contribute their committed capital. If a Partner fails to make a required capital contribution to the Fund, then the General Partner may exercise certain remedies against the defaulting Partner. Such remedies include, among others set forth in the LPA, a substantial

The Fund’s assets are available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse against the Fund’s assets generally and may not be limited to any particular asset, such as the asset representing the investment giving rise to the liability.

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M A N AG E M E N T

IDC M A N AGE M E N T, LT D. The holder of the General Partnership Interests of the Partnership is IDC Management, Ltd., a company organized under the laws of the Cayman Islands. IDC Management, Ltd. will have the exclusive right to manage and conduct the business and affairs of the Partnership. IDC Management, Ltd. will provide investment management services, including financial advisory, investor relations, and decisions regarding capital calls and distributions, to the Partnership.

BAC KGROU N D O F E X ECUT I VE S OF T H E IDC CO M PAN I E S AN D T H E OP E R AT I N G CO M PAN I E S The key executives of the IDC Companies and the Operating Companies are Richard Aitkenhead, F. Armando Arias R., Hector Valero, Pablo Valdes, Francisco Valdez Rosas, Ana del Carmen Mazariegos, Maria Luisa Cordero, Jorge Jimenez, Agustin Martinez M., Reyna Silvia Salguero and Erick Perez. The address of each key executive is 8 avenida, 15 calle esquina, zona 10, Optima Centro de Negocios, Oficina 1101, Guatemala, Guatemala, 01010. A summary of their background and experience is set forth below.

Director

• • • • •

F. AR MANDO A RI AS R. Director

• • • • • • •

H EC TO R VALERO Managing Director

PA B LO VALDES C EO

Director of Animal Feed Unit

Arias Law Partner and CEO; 40 + years of experience in deal structuring and commercial law; Former professor of commercial law at Universidad Dr. José Matías Delgado; Former President of the Board of Criaves and Sello de Oro; Former President of the Salvadoran Banking Association (ABANSA); Former President of the American Chamber of Commerce of El Salvador (AmCham) and current member of the board; and Holds a Doctorate Degree in Law from Universidad de El Salvador and a Finance Certificate Diploma from The Wharton School at The University of Pennsylvania.

• • • •

Board Member of COLAPA – Consejo Latinoamericano de Proteina Animal; Former Board Member of PRONACA (Ecuador) and ALCASA (El Salvador); 15 + years of experience in corporate strategy and M&A; and Holds a Master of Business Administration from Emory University, a Master in Finance from Venezuela’s Instituto de Estudios Superiores de Administracion (IESA), and a Bachelor’s Degree in Economics from Universidad Católica Andres Bello in Venezuela.

• • •

Former CEO of NaturAceites; Former CFO of Pollo Campero; Strong proven track record in business transformations and proven leadership at top performing teams; 20 + years of experience as a top executive in the Central American region; and Holds a Master of Business Administration from the University of Miami and a Bachelor’s Degree in Engineering from Texas A&M University.

• •

F R A NC I S CO VAL DEZ ROSAS

Grupo IDC Founder and CEO; Former Economic Minister and Finance Minister of Guatemala; Experience in economic and financial consulting in Central America, and in M&A transactions; Director of INCAE Business School; and Holds a Master’s Degree in Public Administration from the Kennedy School of Government at Harvard University and is a graduate of Rafael Landivar University.

• • •

15 + years of experience in animal feed industry; Experience leading aquaculture and animal feed operations in Chile; and Holds a Master of Business Administration from UCD Smurfit School (Ireland) and is a graduate of Chile’s Universidad de Los Lagos and Universidad del Desarrollo.

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R I C HARD AI TK E NHEAD

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A N A D EL C ARMEN MAZA RI EG OS C FO

• • • •

MAR I A LUI SA CORDERO Marketing Director

J O RG E J I MENEZ Director of Poultry and Genetics Unit

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20 + years of experience in marketing; Experience leading large multinational consumer goods marketing teams; Brand strategy specialist with vast experience revamping consumer brands; and Graduate of Rafael Landivar University.

• • •

35 + years of experience in the poultry industry; Former General Manager of Criaves and Sello de Oro; Former President of Asociación de Técnicos Avícolas de El Salvador (ATAES), Comisión Avícola Nacional de El Salvador, and former Director of Asociación de Avicultores de El Salvador (AVES); and Holds a Master of Business of Administration from the Universidad Evangelica de El Salvador.

•

AG US T I N M ARTI NEZ M. Director of Corporate Affairs

R EY N A S I LVI A SA LG U ERO Director of Human Health Risk Resources

E R I C K PEREZ Director ofStrategy and Transformation

15 + years of experience in corporate finance; Experience as a regional CFO for several multinational consumer goods companies and local agribusiness companies; Strong proven track record in business transformations with proven leadership at top performing teams; and Holds a Master of Business Administration from the Instituto Centroamericano de Administracion de Empresas (INCAE) and is a graduate of Universidad Francisco Marroquin (Guatemala).

• • • • •

• • • •

• • •

30 + years of experience in the poultry industry in El Salvador; Former General Director of Sello de Oro; Vice President of Asociación Nacional de la Empresa Privada (ANEP), President of Federación de Cámaras Agropecuarias y Agroindustria de Centroamérica; Director of Federación Centroamericana de Avicultores (ALA); and Holds a Master of Business Administration from the Instituto Centroamericano de Administracion de Empresas (INCAE) and is a graduate of Universidad Nacional of El Salvador.

20 + years of experience in talent management and development; 10 + years leading Human Resources practices for large food & beverage companies in Central America; Experience in corporate restructurings and talent transformations; and Graduate of Rafael Landivar University.

17 + years of experience in business strategy and transformations; Leadership experience in large transformation programs for leading Central American companies; and Holds a Master of Business Administration from Universidad Católica (Chile) and is a graduate of Universidad Francisco Marroquin (Guatemala).

ACC E SS TO I N FO R M AT IO N

PA RT N E R SH IP CO U N SE L

The Partnership has complied with applicable Cayman Islands AML and FATCA/CRS requirements, including the adoption of various AML policies and procedures and the appointment of a compliance officer for AML and AEOI purposes.

Prospective investors and their purchaser representatives are invited to contact the Partnership to review any written materials or documents relating to the offering or the Partnership, including financial statements and other information concerning the Operating Companies. Copies of such documents are available at request at the offices of the Investment Manager or vĂa electronic means. The Partnership will answer all inquiries from prospective investors relative to the offering and will provide additional information (to the extent that the Partnership possesses such information or can acquire it without unreasonable effort or expense) necessary to verify the accuracy of any representations or information set forth in this memorandum.

Shutts & Bowen LLP and Maples and Calder have acted as counsel to the Partnership in connection with this offering.

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CO M P L IA N C E W IT H A M L /A EO I R EQ U IR E M E N TS

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E X H I BI T A THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF ASCEND FUND, L .P. A C AY MAN IS L AND S E X E M P TE D L I M I T E D PA RT N E R S H I P

DATED JUNE 1, 2020 THE LIMITED PARTNERSHIP INTERESTS (“INTERESTS”) IN ASCEND FUND, L.P. HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY U.S. STATE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS SHALL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. INTERESTS MAY NOT BE ISSUED OR TRANSFERRED TO RESIDENTS OR CITIZENS OF THE UNITED STATES.

ARTICLE I DEFINITIONS ARTICLE II GENERAL PROVISIONS ARTICLE III THE GENERAL PARTNER ARTICLE IV LIMITED PARTNERS ARTICLE V INTERESTS ARTICLE VI DISTRIBUTIONS TO AND WITHDRAWALS BY PARTNERS; CALL OPTION ARTICLE VII CAPITAL ACCOUNTS; ALLOCATIONS ARTICLE VIII RECORDS AND ACCOUNTING; REPORTS; CONFIDENTIALITY ARTICLE IX EXCULPATION AND INDEMNIFICATION OF GENERAL PARTNER ASSOCIATES ARTICLE X AMENDMENT; CONSENTS FOR OTHER PURPOSES ARTICLE XI WINDING UP, LIQUIDATION AND DISSOLUTION ARTICLE XII MISCELLANEOUS

RECITALS WHEREAS, the Partnership was formed pursuant to that certain Initial Exempted Limited Partnership Agreement dated July 16, 2015 (the “Initial LPA”), and the General Partner registered the Partnership as an exempted limited partnership with the Registrar by the filing of a statement under Section 9(1) of the Act (the “Section 9 Statement”); WHEREAS, the Initial LPA was amended and restated in its entirety pursuant to that certain Amended and Restated Exempted Limited Partnership Agreement dated June 9, 2017 (the “First Amended and Restated LPA”); WHEREAS, the First Amended and Restated LPA was amended and restated in its entirety pursuant to that certain Second Amended and Restated Exempted Limited Partnership Agreement dated April 23, 2020 (the “Second Amended and Restated LPA”); and WHEREAS, the General Partner and AFIC wish to amend and restate the Second Amended and Restated LPA in its entirety and to enter into this Agreement.

AGREEMENT NOW, THEREFORE, the Second Amended and Restated LPA is amended and restated in its entirety as follows:

ARTICLE I DEFINITIONS “Account” or “Capital Account” of a Partner is defined in Section 7.1(a).

“Accounting Period” – a period determined in accordance with Section 8.2(b). “Act” – means the Exempted Limited Partnership Law (Revised) of the Cayman Islands, as amended. “AEOI Legislation” means (i) sections 1471 to 1474 of the Code and any associated legislation, regulations or guidance, and any other similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes; (ii) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard and any associated guidance; (iii) any intergovernmental agreement, treaty, regulation, guidance, standard or other agreement between the Cayman Islands (or any Cayman Islands government body) and any other jurisdiction (including any government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in sub-paragraphs (i) and (ii); and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the matters outlined in the preceding sub-paragraphs. “Additional General Partner” is defined in Section 3.4(b). “Adjusted Assets Under Management” means, as of any date of determination, the Initial Assets Under Management, plus the aggregate value of any and all additional Capital Contributions made by the Partners for the purpose of funding New Acquisitions, as determined in accordance with IFRS and Section 8.3. For the avoidance of doubt, the Adjusted Assets Under Management shall in no event be less than the Initial Assets Under Management. “Adjusted Capital Contribution” means a Partner’s Capital Contribution reduced by all cash distributions received by such Partner (other than the Preferred Partner Return with respect to Preferred Interests). “AFIC” is defined in the first paragraph to this Agreement. “Affiliate” of a specified Person – any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person. “Assignee” is defined in Section 5.10(d)(ii)(A). “Authorized Person” is defined in Section 8.6(b)(i). “Bankruptcy” of a Person – (i) such Person (A) makes an 31

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ASCEND FUND, L.P. THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT

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assignment for the benefit of creditors; (B) files a voluntary petition in bankruptcy or insolvency; (C) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (D) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of such nature; or (F) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties; or (ii) one hundred and twenty (120) days after the commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated. Without limiting the scope of the foregoing, if a Person is a partnership, Bankruptcy of such Person shall also include the Bankruptcy of any general partner of such Person. “Big Four” shall mean any of the following accounting firms: (i) Deloitte & Touche LLP, (ii) Ernst & Young LLP, (iii) KPMG LLP, and (iv) PricewaterhouseCoopers LLP. “Bright-Line Date” means, with respect to any New Acquisition, the earlier of (i) the date on which a letter of intent, exclusivity agreement, or similar written communication (other than a confidentiality agreement) is executed, or (ii) the date on which the material terms of the transaction (as tentatively agreed to by representatives of the Partnership and the target) are authorized or approved by the General Partner. “Business Day” – any day other than a day on which the New York Stock Exchange is closed. “Capital Account” – a Limited Partner’s account established in accordance with Section 7.1. “Capital Calls” shall mean the calls by the General Partner for Capital Contributions by the Limited Partners from time to time pursuant to Section 5.5. 32

“Capital Commitment” shall mean, with respect to any Limited Partner, the amount set forth in the Limited Partner’s Subscription Agreement and opposite the name of such Limited Partner in the books and records of the Partnership as such Limited Partner’s capital commitment to the Partnership. “Capital Contribution” shall mean, with respect to any Partner, the initial capital contribution of such Partner, the amount of capital contributed by a Partner to the Partnership pursuant to a single Capital Call or the aggregate amount of such contributions that have been made by a Partner to the Partnership, as the context may require. “Capital Withdrawal” – a withdrawal of cash from a Capital Account, and any distribution of cash made by the Partnership to a Partner pursuant to this Agreement (excluding payments of the Preferred Partner Return). For the avoidance of doubt, a distribution shall not include any amount constituting reasonable compensation for present or past services (including any Management Fees to the General Partner). “Carried Interest” shall mean Common Interests having a value equal to fifteen percent (15%) of the Total Value Created. “Closing Balance” of a Capital Account is defined in Section 7.2(a). “Code” – the United States Internal Revenue Code of 1986. “Common Interest Closing” is defined in Section 5.3(a). “Common Interests” are Interests issued pursuant to Section 5.1(b). “Common Interest Valuation” means as of any date of determination, the average EBITDA for the most recently completed two (2) Fiscal Years multiplied by the EBITDA Multiple, minus Total Consolidated Net Debt, calculated by a Big Four firm. “Common Interest Purchase Price” means as of any date of determination, the most recent Common Interest Valuation divided by the total number of outstanding Common Interests. “Common Partners” are Partners which own Common Interests. “Confidential Information” is defined in Section 8.6(a). “Control” – has the meaning given it in Rule 405 under the Securities Act. “Default” shall have the meaning set forth in Section 5.6(a).

“General Partner Associate” – the General Partner, the Investment Manager and any Affiliate of the General Partner or the Investment Manager and any member, partner, shareholder, director, officer, employee or agent of the General Partner, the Investment Manager or any such Affiliate. “IDC Management” is defined in the first paragraph to this Agreement. “Indemnification Obligation” – an obligation of the Partnership to indemnify a General Partner Associate pursuant to Article IX. “Indemnitee” is defined in Section 9.2(a). “Initial Assets Under Management” means US$187,400,000. “Initial LPA” is defined in the recitals to this Agreement. “Initial Preferred Interest Closing” is defined in Section 5.3(a). “Interest” – a Partnership Interest held by a Person in its capacity as a Limited Partner. Interests consist of Common Interests and Preferred Interests. “Investment Advisers Act” – the United States Investment Advisers Act of 1940, as amended. “Investment Company Act” – the United States Investment Company Act of 1940, as amended. “Investment Guidelines” means the Partnership’s Investment Guidelines attached as Exhibit B hereto. “Investment Manager” – Valante Capital, S.A. and/or any other firm chosen by the General Partner. “Investment Management Agreement” means the Management Agreement in effect from time to time between the General Partner and the Investment Manager. “Judicially Determined” – determined in a judgment or order not subject to further appeal or discretionary review by a court, governmental body or agency or selfregulatory organization having jurisdiction to render or issue such judgment or order. “Limited Partner” as of a particular time – a Person who has been admitted to the Partnership as a limited partner in accordance with this Agreement and who has not, pursuant to this Agreement, (i) withdrawn all amounts from its Capital Account, (ii) resigned or withdrawn from the Partnership as a limited partner, (iii) been required to withdraw from the Partnership as a limited partner or (iv) assigned its entire Interest to a substitute Limited Partner pursuant to Section 5.10(d)(ii)(A).

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“Defaulted Amount” shall have the meaning set forth in Section 5.6(b). “Defaulting Limited Partner” shall have the meaning set forth in Section 5.6(a). “EBITDA” means earnings before interest, taxes, depreciation and amortization, as reflected the most recently prepared annual audited financial statements of the Partnership, determined in accordance with IFRS. “EBITDA Multiple” means, for purposes of determining the Common Interest Valuation, six (6.0); provided that, in the event that the Partnership has made one or multiple New Acquisitions since the Common Interest Closing, and the valuation of any such New Acquisition was greater than six (6.0) times such New Acquisition’s average EBITDA for the most recently completed two (2) Fiscal Years (the “Acquisition EBITDA Multiple”), the EBITDA Multiple shall be the weighted average of the current EBITDA Multiple and the Acquisition EBITDA Multiple. “Entity” – any U.S. domestic or foreign corporation, company, partnership (whether general or limited), joint venture, limited liability company, business trust or association, trust, estate, unincorporated association or organization, custodian, government (orpolitical subdivision, department or agency thereof), cooperative or other entity, whether acting in an individual or representative capacity. “Event of Withdrawal” – an event of withdrawal of the General Partner within the meaning of the Act. “Excess Carried Interest” shall mean Common Interests having a value equal to eighty-five percent (85%) of the Total Value Created. “Final Preferred Interest Closing” is defined in Section 5.3(a). “Financial Instruments” – Securities and any and all other property purchased or otherwise acquired for investment or trading purposes. “Fiscal Quarter” – a fiscal quarter of the Partnership determined in accordance with Section 8.2(a). “Fiscal Year” – the fiscal year of the Partnership determined in accordance with Section 8.2(a). “General Partner” – IDC Management, Ltd., an exempted company incorporated under the laws of the Cayman Islands, and any Additional General Partner, to the extent that the General Partner, pursuant to Section 3.4(b), provides that such Additional General Partner shall possess any one or more of the rights, powers and authority of the General Partner under this Agreement.

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“Liquidator” is defined in Section 11.2(a). “Losses” of a General Partner Associate – any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, amounts paid in settlement, and other amounts actually and reasonably paid or incurred by such General Partner Associate in connection with any and all Proceedings that relate, directly or indirectly, to acts or omissions (or alleged acts or omissions) of such General Partner Associate in connection with the formation, business or operations of the Partnership and in which such General Partner Associate may be involved, or is threatened to be involved, as a party, witness or otherwise, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion. “Majority in Interest” as of any date of determination, means Partners (including Common Partners who are also General Partner Associates) whose Common Interests at such time exceed 60% of the Common Interests at such time owned by all Partners (including Common Partners who are also General Partner Associates). “Management Fee” is defined in Section 3.5. “Memorandum” – the Confidential Private Placement Memorandum, as amended or supplemented from time to time, prepared by or under the direction of the General Partner describing the Partnership, the General Partner and the offer and sale of Interests. “Net Assets” of the Partnership at a particular time – the value of the Partnership’s assets at such time minus the amount of the Partnership’s liabilities at such time in each case determined in accordance with IFRS and Section 8.3. “New Acquisitions” shall mean any new acquisitions of companies or businesses by the Partnership. “Non-Consenting Limited Partners” means the Limited Partners who have voted against or abstained from approving a Capital Call for the purpose of funding a New Acquisition by the Partnership pursuant to Section 3.2. “Notification” to a Person – a written notice that is deemed to be duly given to such Person on the date of delivery if delivered in person to such Person or sent to such Person by facsimile transmission or reputable overnight courier, or on the earlier of actual receipt or three (3) Business Days after the date of mailing if mailed to such Person by registered or certified mail (first class

postage prepaid, return receipt requested); provided, however, that a Notification to the Partnership shall be deemed to be duly given to the Partnership only upon its actual receipt by the Partnership. Any Notification required or permitted to be given to the Partnership shall be sent to the principal office of the Partnership, or to such other address or facsimile number as the General Partner may specify in a Notification given to all other Partners. Any Notification required or permitted to be given to a Partner shall be sent to such Partner at such address or to such facsimile number as such Partner may notify the Partnership by way of a Notification (it being understood and agreed that a Subscription Agreement, duly executed by a Person who subscribes for an Interest pursuant thereto, shall constitute a Notification by such Person of its address and facsimile number). “Opening Balance” of a Capital Account is defined in Section 7.1(b). “Operating Companies’ Net Debt” means, as of any date of determination, the difference between all short term and long term debt of the Partnership’s direct and indirect subsidiaries and their cash and cash equivalents. “Partner” – the General Partner and each Limited Partner. “Partnership” – Ascend Fund, L.P., a Cayman Islands Exempted Limited Partnership. “Partnership Agreement” or “Agreement” – this Third Amended and Restated Exempted Limited Partnership Agreement, as amended and/or restated from time to time in accordance with Article X. “Partnership Interest” of a Partner at any particular time – such Partner’s interest, rights, powers and authority in and with respect to the Partnership at such time as determined in accordance with this Agreement. Such rights include (i) such Partner’s share of the profits and losses of the Partnership, and such Partner’s right to receive distributions and to withdraw assets from the Partnership, pursuant to this Agreement and (ii) such Partner’s other rights, powers and authority in respect of the Partnership under this Agreement. “Partnership Property” at any particular time – all interests, properties (whether tangible or intangible) and rights of any type contributed to or acquired by the Partnership and then owned or held by or for the account of the Partnership.

capital to the Partnership in such amount or amounts, at such time or times and otherwise in such manner as may be set forth therein; and (ii) agrees to be bound by this Agreement as a Limited Partner. “Subsequent Closing” is defined in Section 5.3(a). “Supermajority in Interest” as of any date of determination, means Partners (excluding Common Partners who are also General Partner Associates) whose Common Interests at such time exceed 80% of the Common Interests at such time owned by all Partners (excluding Common Partners who are also General Partner Associates). “Total Consolidated Net Debt” means, as of any date of determination, the sum of the Operating Companies’ Net Debt, plus any and all mezzanine debt of the Partnership, plus the value of the issued and outstanding Preferred Interests, minus the balance of the Preferred Interest Repurchase Reserve, minus any cash of the Partnership and its direct or indirect subsidiaries. “Total Value Created” means, with respect to Common Interests, (i) for the Fiscal Year ending on December 31, 2026, the difference, if any, between the Common Interest Valuation measured as of last date of such Fiscal Year, and the aggregate amount of the Adjusted Capital Contributions of the Partners with respect to their Common Interests as of the last date of such Fiscal Year, and (ii) for every other even-numbered Fiscal Year commencing with the Fiscal Year ending on December 31, 2028, the difference, if any, between the Common Interest Valuation measured as of the last date of such even-numbered Fiscal Year, and the Common Interest Valuation as of the last day of the immediately preceding even-numbered Fiscal Year, minus the difference, if any, between the aggregate amount of the Adjusted Capital Contributions of the Partners with respect to their Common Interests as of the last date of such even-numbered Fiscal Year, and the aggregate amount of the Adjusted Capital Contributions of the Partners with respect to their Common Interests as of the immediately preceding even-numbered Fiscal Year, calculated in accordance with this definition by a Big Four firm selected by the General Partner in its sole discretion; provided, that for purposes of (ii) above, the term “immediately preceding even-numbered Fiscal Year”

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“Person” – any natural person, whether acting in an individual or representative capacity, or any Entity. “Percentage Interest” means, with respect to each Partner, a percentage equal to the Common Interests owned by such Partner divided by the Common Interests owned by all Partners. “Preferred Interests” are Interests issued pursuant to Section 5.1(a). “Preferred Partners” are Limited Partners which own Preferred Interests. “Preferred Partner Return” means a noncumulative, noncompounded, simple interest annual return equal to 8.5%, payable by the Partnership to each Preferred Partner, and prorated for periods of less than a calendar year, on the daily balances of each Preferred Partner’s Adjusted Capital Contribution balance. “Proceeding” – any claim, demand, action, suit or proceeding (including any action by or in the right of the Partnership), civil, criminal, administrative or investigative, by or before court, arbitrator, mediator, governmental body or agency or self-regulatory organization. “Records” is defined in Section 8.1(a). “Registrar” means the Registrar of Exempted Limited Partnerships of the Cayman Islands. “Reserves” is defined in Section 8.3(c). “Securities Act” – the United States Securities Act of 1933, as amended. “Securities Exchange Act” – the United States Securities Exchange Act of 1934, as amended. “Securities Laws” – any one or more of the Investment Advisers Act, the Securities Act, and the Securities Exchange Act, the Investment Company Act, to the extent each is applicable to the General Partner or the Partnership. “Securities” – capital stock, shares, bonds, debentures, notes, warrants, certificates of deposit, letters of credit, bankers’ acceptances, commercial paper and other securities, as well as rights and options, including puts and calls, and subscriptions with respect to any of the foregoing. “Subscription Agreement” of a Person – the Subscription Agreement in such form or forms as the General Partner may from time to time determine, as completed and executed by such Person and delivered by such Person to the Partnership, pursuant to which such Person (i) subscribes for an Interest by agreeing to contribute

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means the immediately preceding even-numbered Fiscal Year of the Partnership ending with a positive Total Value Created measured as of the last day of such Fiscal Year. “Transfer” of an Interest or an interest therein – (i) any transaction in which a Person assigns or purports to assign an Interest, or an interest therein, to another Person, and includes any transfer, sale, assignment, gift, exchange, pledge, mortgage, charge or hypothecation, or any other conveyance, disposition or encumbrance, of an Interest or an interest therein, whether voluntary, involuntary or by operation of law; and (ii) any agreement, including a structured note or swap transaction, under which a Limited Partner or Assignee agrees to: (A) grant any other Person an economic interest in such Limited Partner’s or Assignee’s Capital Account or (B) pay any person an amount determined in whole or in substantial part by reference to the change in value of a Capital Account or to the performance of the Partnership. For purposes of this Agreement, the “Consent of the Partnership,” when used with respect to a particular transaction, practice, amendment to this Agreement or other action (any such transaction, practice, amendment or other action being referred to in this Agreement as a “Consent Transaction”), shall be deemed to have been obtained if a Majority in Interest of the Limited Partners, determined as of the beginning of the Accounting Period in which Notification of such Consent Transaction is given to the Limited Partners in accordance with this Agreement, approves such Consent Transaction (it being understood and agreed that, for purposes of the foregoing, a Limited Partner shall be deemed to have approved a Consent Transaction if such Limited Partner either (i) affirmatively approves such Consent Transaction prior to the completion, consummation or implementation thereof; (ii) fails to give Notification to the Partnership of its objection to such Consent Transaction prior to the completion, consummation or implementation thereof; or (iii) has or is granted the opportunity to withdraw all amounts from its Capital Account prior to the completion, consummation or implementation thereof.

ARTICLE II GENERAL PROVISIONS 2.1 Formation and Continuation. The General Partner formed the Partnership pursuant to and in 36

accordance with the Act by the filing of the Section 9 Statement with the Registrar on July 16, 2015 and pursuant to the Initial LPA. By this Agreement, the Second Amended and Restated LPA is amended and restated in its entirety and the parties hereto hereby agree continue the Partnership, pursuant to the Act, on the terms set out herein. 2.2 Purposes and Powers of the Partnership. The Partnership is established for the purpose of engaging in any and all activities permitted under the Act and other applicable law and in accordance with the Partnership’s Investment Guidelines, including investing directly, or indirectly, through one or more subsidiaries or otherwise, in companies involved in the animal protein food industry in Central and South America and the Caribbean, and engaging in all activities and transactions as the General Partner may deem necessary or advisable in connection therewith, including to act as a “fund” to invest the capital contributed by any other Persons admitted by the General Partner as Limited Partners and to do such acts as are necessary or advisable in connection with the maintenance and administration of the Partnership. The Partnership shall have all powers that are necessary or desirable to accomplish its purposes. 2.3 Term. The term of the Partnership began on the date of the filing of the Section 9 Statement with the Registrar, and shall continue until the Partnership has been terminated, wound up, liquidated and dissolved in accordance with this Agreement or earlier under the provisions of the Act. 2.4 Partnership Name and Registered Office. The name of the Partnership is “Ascend Fund, L.P.”, which subject to the Act, may be changed by the General Partner in its absolute discretion without the consent of the Limited Partners. The Partnership shall maintain a registered office in the Cayman Islands as specified in the Section 9 Statement, as may be amended by the General Partner provided that notice of such change is filed with the Registrar by the filing of a Section 10 Statement. The registered office of the Partnership is located at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY11104, Cayman Islands, or at such other location in

ARTICLE III THE GENERAL PARTNER 3.1 Rights, Powers and Authority of the General Partner. Subject to Section 3.2 below, the General Partner shall possess and may exercise full and exclusive right, power and authority to manage and conduct the business and affairs of the Partnership and to take such actions for and on behalf of the Partnership as the General Partner may determine to be necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including: a) To acquire, trade, hold, encumber, sell, lease, exchange, purchase, transfer, invest, mortgage, pledge, charge, dispose of and otherwise deal with, on margin or otherwise, assets of any kind, including Securities, real property and other tangible or intangible assets, at prices and upon terms deemed by the General Partner (in its sole discretion) to be in the best interests of the Partnership, and to engage in any other activities and transactions that may be necessary, suitable or proper for the accomplishment of or in furtherance of, any of the foregoing objects and purposes and to do any and all other acts and things incidental or appurtenant to or arising from or connected with any of such objects and purposes; b) To enter into agreements or otherwise transact business with such broker-dealers (including “prime brokers”), banks, other financial institutions, investment managers, investment advisers, custodians, administrators, legal counsel, accountants, auditors, appraisers, placement agents, consultants, other service-providers and counterparties as the General Partner may select from time to time, on such terms and subject to such conditions as the General Partner may determine, and regardless of whether such service-providers or counterparties are General Partner Associates; c) To provide research and analysis and direct the formulation of investment policies and strategies for the Partnership;

d) To organize one or more corporations or other Entities to invest, in Securities or assets of any kind, or to hold record title of, or as nominee for the Partnership of, Securities, assets or funds of the Partnership; e) To incur all expenditures permitted by this Agreement; f) To admit new Limited Partners to the Partnership, pursuant to and subject to the terms of this Agreement; g) To assist the Partnership with investor relations services, including communications from the Partnership to the Limited Partners and prospective investors; h) To the extent that funds of the Partnership are, in the General Partner’s judgment, not required for the conduct of the Partnership’s business, to invest the excess funds; i) To pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon terms that the General Partner may in its sole discretion determine and upon evidence that it deems sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership; j) To make, execute, and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements that may be necessary or appropriate to carry out the powers granted in this Agreement; k) To open, maintain, conduct and close accounts, including margin and custodial accounts, with brokers and bank accounts, and to draw checks or other orders for the payment of money by the Partnership; l) To lend, either with or without security, any Securities, funds or other assets and properties of the Partnership, to borrow or raise funds, without limit as to the amount or manner and time of repayment, and to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures or other negotiable or non-negotiable instruments and evidences of indebtedness, to secure the payment of such or other obligations of the Partnership by mortgage upon, or pledge, or charge, hypothecation or guarantee of, all or any part of the property of the Partnership, whether owned or acquired thereafter and to execute and record financing statements in connection with perfecting any such security interests of the Partnership, as applicable; 37

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the Cayman Islands as the General Partner in the future may designate. The General Partner shall promptly notify the Limited Partners of any change in the Partnership’s registered office.

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m) To acquire, enter into, and pay for any contract of insurance that the General Partner in its sole discretion deems necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purposes beneficial to the Partnership; n) To enter into, make, perform, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, licenses, undertakings or other instruments and to engage in any kind of activity necessary, proper or desirable to carry out the purposes of the Partnership; o) To make any legal, compliance, tax or regulatory filings on behalf of the Partnership; p) To make all tax elections and determinations for the Partnership, and to take any and all action necessary under applicable law to effect those elections and determinations; q) To invest in other pooled investment vehicles, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle; and r) To delegate any or all authorities of the General Partner hereunder, and in furtherance of any such delegation to appoint, employ, or contract with the Investment Manager for its services in connection with the management and operation of the Partnership. 3.2 Limitation on Authority of the General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner shall not, without first obtaining approval of a Majority in Interest, cause the Partnership to take any of the following actions: a) sell all of the assets of the Partnership; or b) make a Capital Call for the purpose of funding a New Acquisition by the Partnership. 3.3 Liability of the General Partner. To the extent required by the Act, the General Partner shall be liable for the repayment and discharge of all debts, obligations and liabilities of the Partnership. No General Partner Associate other than the General Partner shall be personally liable for the debts, liabilities or obligations of the Partnership, whether arising in tort, contract or otherwise. Neither the General Partner nor any General Partner Associate

(other than the Partnership) shall be liable for the return of the Capital Contributions of any Limited Partner or the payment of any amounts hereunder to any Limited Partner, and each Limited Partner hereby waives any and all claims that it may have against the General Partner or any General Partner Associate (other than the Partnership) in this regard. Neither the General Partner nor any other General Partner Associate shall be deemed to be a guarantor of the value of any Capital Account. 3.4 Capital Contribution of the General Partner and Admission of Additional General Partners. a) The General Partner is currently the owner of US$9,400,000 in Common Interests of the Partnership, consisting of 9,400 Common Interests acquired for US$1,000 per Common Interest. At the Common Interest Closing, the General Partner intends to acquire additional Common Interests in the minimum amount of US$5,600,000 from AFIC. The General Partner may acquire more Common Interests and make additional Capital Contributions at such times and in such amounts as the General Partner shall determine. b) Subject to Section 3.4(c), the General Partner may cause the Partnership to admit one or more Persons (including one or more Affiliates of the General Partner) to the Partnership as a General Partner or General Partners (each such Person, an “Additional General Partner”) effective as of the beginning of an Accounting Period. In connection with admitting an Additional General Partner to the Partnership, the General Partner may amend this Agreement to provide that such newly admitted Additional General Partner shall possess and may exercise any one or more of the rights, powers and authority possessed by the General Partner hereunder. For the avoidance of doubt, the admission of an Additional General Partner shall not, in and of itself, be a cause for the removal of any General Partner. c) If the admission of one or more Additional General Partners pursuant to Section 3.4(b) would constitute an “assignment” of this Agreement by the General Partner within the meaning of Section 202(a)(1) of the Investment Advisers Act, the General Partner may not

(ix) all expenses (including reasonable attorneys’ fees) incurred in connection with any threatened, pending, or anticipated litigation, or audit or examination by any taxing authority in or outside the Cayman Islands, or any other legal proceeding; (x) fees, costs and expenses of third-party service providers that provide management consulting and strategic services beyond the day to day operation of the Partnership’s business, (xi) all fees, costs and expenses related to third-party valuations of the Partnership or its assets, including a valuation of the Adjusted Assets Under Management, and (xii) any extraordinary expenses. c) The Partnership may be subject to additional fees, expenses, allocations, and charges in connection with other vehicles to which the Partnership’s assets are allocated. Any such fees, expenses, allocations, and charges will be determined according to the agreements governing the Partnership’s relationship with such vehicles. Compensation arrangements may vary among the vehicles. d) Without limiting the generality of the foregoing, the General Partner shall have the right to charge any Partner, and not treat as a Partnership expense, any expense attributable to a single Partner or a small group of Partners, including, without limitation, additional accounting expenses incurred in providing a calculation of unrelated business taxable income, if any, to particular Partners. e) All costs and expenses related to the offer and sale of Interests, including restructuring expenses, estimated not to exceed US$350,000, shall be borne by the Partnership. The General Partner (or a member or Affiliate of a member thereof) may advance such costs and expenses on behalf of the Partnership, and, if advanced, such costs and expenses will be repaid by the Partnership to the General Partner (or such other Persons). f) Any General Partner Associate shall be entitled to obtain reimbursement from the Partnership for all costs and expenses borne by it on behalf of the Partnership. The General Partner, the Investment Manager or any other General Partner Associate, may from time to time pay for any of the foregoing Partnership expenses or waive their right to reimbursement for

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effect such admission without: (i) giving Notification to the Limited Partners, at least thirty (30) calendar days prior to the date of such admission, setting forth all material facts relating to such admission; and (ii) obtaining the Consent of the Partnership to such admission prior to the date thereof. 3.5 Management Fee. The Partnership or its operating subsidiaries (as the General Partner may determine), will pay to the General Partner (or the Investment Manager pursuant to the Investment Management Agreement) an annual management fee (the “Management Fee”) equal to 1.5% of the Adjusted Assets Under Management, measured on the first day of each year. The Management Fee shall be payable in twelve equal monthly installments on the first day of each month. 3.6 Expenses. a) The General Partner shall bear all of its expenses arising out of its services to the Partnership, including all of its general overhead expenses (including the rent of its offices, compensation and benefits of its staff, maintenance of its books and records, and its fixed expenses, such as expenses for telephones and general purpose office equipment), but is not responsible for any expenses of the Partnership; provided however, that with respect to any New Acquisition, the General Partner shall be responsible for any investigatory, pre-decisional due diligence costs incurred before the Bright-Line Date (“Pre-Decisional Costs”). b) The Partnership shall generally be responsible for the following costs and expenses: (i) the Management Fee; (ii) all operating, general and administrative expenses of the Partnership’s business and operations; (iii) except for Pre-Decisional Costs, all general investment expenses for new investments (e.g., research expenses, due diligence expenses, custodial expenses (if any), legal fees associated with the purchase of such new investments and other investment expenses); (iv) fees, costs and expenses of third-party service providers that provide services to the Partnership; (v) insurance costs and expenses; (vi) taxes and other governmental charges payable by the Partnership; (vii) governmental licensing, filing and exemption fees; (viii) Indemnification Obligations;

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any such expenses, as well as terminate any such voluntary payment or waiver of reimbursement. g) The General Partner shall not cause the Partnership to compensate any General Partner Associate except upon terms and conditions comparable to those that would be negotiated on an “arm’s length” basis between unaffiliated parties for the type of service or transaction in question, except that this limitation shall not apply to any payments or allocations made to the General Partner pursuant to this Agreement. h) Except as otherwise provided in this Agreement, all expenses incurred by the Partnership, other than the Management Fee, the Carried Interest and any expenses that the General Partner determines should be allocated to a particular Partner or Partners (e.g., investor-related taxes), will be debited to all of the Capital Accounts on a pro rata basis in accordance with their Opening Balances. To the extent that expenses incurred by the Partnership are paid by a General Partner Associate, the Partnership shall reimburse such party for such expenses. 3.7 Borrowing. The Partnership may borrow money, including: (a) in anticipation of receipt of Capital Contributions (in which case all or a part of such Capital Contributions shall be used to repay such borrowings in full); (b) to cover any shortfall in the Partnership’s ability to make a capital contribution to a subsidiary; (c) to satisfy any tax liability of the Partnership, foreign or domestic; (d) to satisfy any tax liability of a Limited Partner, foreign or domestic, paid by the Partnership; (e) from an Affiliate of the General Partner; or (f) for any other purpose the General Partner reasonably determines to be necessary or appropriate. In connection with any borrowing obtained by the Partnership, (a) the General Partner for itself and on behalf of the Partnership shall be authorized to pledge, mortgage, assign, transfer and grant security interests in the assets of the Partnership, the right to initiate Capital Calls and collect the Capital Commitments of the Limited Partners hereunder, including, without limitation, the rights of the General Partner to exercise remedies under this Agreement or otherwise existing at law or in equity upon the default by a Limited Partner in

the payment of its Capital Contribution obligations, to a Person or Persons, including to an Affiliate of the General Partner (each, a “Credit Provider”) selected in the discretion of the General Partner and (b) each Limited Partner agrees to confirm, from time to time, the terms of its Capital Commitment to a Credit Provider, to honor Capital Calls made by a Credit Provider in connection with the foregoing in accordance with the terms of this Agreement, to provide financial information as the General Partner or Credit Provider deem necessary and reasonably requests, and to execute such documents as may be reasonably necessary to obtain and retain such borrowing including, without limitation, an opinion of counsel regarding the due formation, valid existence and good standing of such Limited Partner, if applicable, and the due authorization, valid execution and delivery of this Agreement. To the extent that the Partnership has outstanding obligations under a borrowing secured by the available Capital Commitments of the Limited Partners hereunder, each Limited Partner shall be obligated to fund any portion of its available Capital Commitment without defense, counterclaim or offset of any kind; provided, that such agreement to fund shall not act as a waiver of any claim that such Limited Partner may have against any other Limited Partner or the Partnership. In the event that, as a result of any such pledge, mortgage, assignment, transfer or grant of security interest, a Limited Partner makes a payment directly to a Credit Provider as required pursuant thereto, such payment shall be deemed to be a Capital Contribution of such Limited Partner to the Partnership. 3.8 Activities of the General Partner and Affiliates; Conflicts of Interest. Each Limited Partner, by subscribing for an Interest, shall be deemed to have: (a) given full and informed consent to each action and practice involving an actual or potential conflict between the interests of any one or more General Partner Associates, on the one hand, and any one or more of the Partnership and the Limited Partners, on the other hand; and (b) agreed not to object to any such action or practice, and not to bring any Proceeding against any General Partner Associate or

delivering such certificate, statement, instrument or document was duly authorized and empowered to do so for and on behalf of the Partnership; and (iii) such certificate, statement, instrument or other document was duly executed and delivered in accordance with this Agreement and is binding upon the Partnership. 3.10 Vehicles. a) Related Investment Vehicles. In order to facilitate investment by certain investors, the General Partner may create or sponsor one or more partnerships or other investment vehicles that will, subject to any tax, legal or regulatory restrictions, invest proportionately in some or all investments with the Partnership. In addition, the General Partner may create or sponsor one or more partnerships or other investment vehicles. One or more investors may make investments in the Partnership through these vehicles. The General Partner may at any time cause some or all of the Limited Partners to fund a portion of their Capital Commitments in the Partnership through one or more alternative investment vehicles if the General Partner determines that, based on legal, tax, regulatory or other similar considerations, it is in the best interests of the Partnership or some or all of its Limited Partners that all or part of an investment be made through any such alternative investment vehicle. b) Separate Investment Vehicles. The General Partner will have the right to direct Capital Contributions of some or all of the Limited Partners to be effected through one or more separate investment vehicles if, in the good faith determination of the General Partner, the use of such vehicles would allow the Partnership to overcome legal, tax, regulatory or other constraints and/or facilitate participation in certain types of investments. Any such vehicles will contain provisions substantially comparable to those of the Partnership and will be managed by the General Partner or an affiliate thereof.

ARTICLE IV LIMITED PARTNERS 4.1 Limited Partners Have Limited Personal Liability. Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Partnership,

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the Partnership, based solely on the fact that such action or practice involved such a conflict. Without limiting the generality of the foregoing, General Partner Associates may engage independently or with others, for its or their own accounts and for the accounts of others, in other business ventures and activities of every nature and description whether or not such ventures are competitive with the business of the Partnership, including, without limitation, purchasing, selling or holding investments for the account of any other Person or enterprise (including competing companies) or for its or his own account, regardless of whether or not similar companies are also purchased, sold or held for the account of the Partnership. Neither the Partnership nor any Partner shall have any rights or obligations by virtue of this Agreement in and to such independent ventures and activities or the income or profits derived therefrom. 3.9 Reliance by Third Parties. a) Notwithstanding any other provision of this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has the full right, power and authority to sell, pledge, mortgage, hypothecate, encumber or otherwise use or dispose of, in any manner, any and all assets of the Partnership and to enter into any agreements on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnershipâ&#x20AC;&#x2122;s sole party in interest, both legally and beneficially. b) In no event shall any Person dealing with the General Partner or any of its representatives be obligated to ascertain that the provisions of this Agreement have been complied with or to inquire into the necessity or expedience of any action of the General Partner or any of its representatives. c) Each and every certificate, statement, instrument or other document executed on behalf of the Partnership by the General Partner shall be conclusive evidence in favor of each and every Person relying thereon or claiming thereunder that: (i) at the time of the execution and delivery of such certificate, statement, instrument or document, this Agreement was in full force and effect; (ii) the Person executing and

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whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and a Limited Partner shall not be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner; except that a Limited Partner shall contribute to the Partnership any amounts required under the Act or pursuant to Sections 5.4 and 5.5. 4.2 Authority of Limited Partners is Limited. a) No Limited Partner, in its capacity as such, shall take part in the management or conduct of the business or affairs of the Partnership or transact any business in the name of or otherwise for or on behalf of the Partnership. Without limiting the scope of the foregoing, no Limited Partner shall have the right, power or authority to sign documents for, incur any indebtedness or expenditures on behalf of or otherwise bind the Partnership. b) No Limited Partner, in its capacity as such, shall have the right, power or authority to authorize, approve, agree or consent to, or vote on, any matter affecting the Partnership except to the extent any such right, power or authority is expressly granted to such Limited Partner under Section 3.2, or by provisions of the Act that may not lawfully be modified or nullified by agreement among the partners of an exempted limited partnership formed and registered under the Act. c) Without in any way limiting the Act: (i) any rights expressly granted to the Limited Partners in this Agreement shall not be deemed to be rights to the possession, attempted exercise or exercise of which would involve Limited Partners in participation in the control of the business of the Partnership; and (ii) acting or attempting to act in any one or more of the capacities in which a Limited Partner may act or attempt to act under the provisions of this Agreement shall not be deemed to involve such Limited Partner in participation in the control of the business of the Partnership. The General Partner may, in its sole and absolute discretion, invite a Limited Partner to become a member of any advisory committee established by the General Partner on behalf of the Partnership. Any such advisory committee shall have the duties assigned to it by the General Partner in its discretion.

4.3 Limited Partners May Not Partition Partnership Property. No Limited Partner or Limited Partners, individually or collectively, shall have any right, title or interest in or to specific Partnership Property. Each Limited Partner irrevocably waives any right that it may have to maintain an action for partition with respect to its Interest or any Partnership Property. 4.4 Removal of General Partner. No Limited Partner or Limited Partners, individually or collectively, shall have any right, power or authority to remove the General Partner, cause the General Partner to withdraw from the Partnership, or appoint a successor General Partner, except by the written consent of a Supermajority in Interest upon the occurrence of any of the following: a) the Bankruptcy of the General Partner; b) bad faith, willful misconduct, criminal conduct or actual fraud by the General Partner in connection with the performance of its duties under this Agreement, as determined by a court or government body of competent jurisdiction in a final and nonappealable judgment; c) a material breach by the General Partner of its obligations under this Agreement, which material breach remains unremedied for 90 calendar days following written notice thereof to the General Partner, such notice to be authorized by the written consent of a Supermajority in Interest; or d) a material violation of applicable Securities Laws by the General Partner that has a material adverse effect on the Partnership and that is not cured by the General Partner within 90 calendar days of the General Partner becoming aware of such material violation (it being understood that the violation shall be deemed cured if the General Partner causes the employment of the individual responsible for the violation to be terminated). In the event that the General Partner is removed in accordance with this Section 4.4, (i) no further amounts shall be payable by the Partnership to the General Partner except for the payment and issuance of all accrued but unpaid Management Fees, and accrued but unissued Carried Interest, respectively, and (ii) the Limited Partners may designate a replacement General Partner by a vote of a Majority in Interest, who will thereafter have the powers

ARTICLE V INTERESTS 5.1 Classes of Limited Partner Interests. The Partnership shall have two (2) classes of Interests, as described below: a) Preferred Interests. The Partnership will issue up to US$40,000,000 in Preferred Interests (the “Preferred Interests”) to Limited Partners on the terms set forth in this Agreement. Except as expressly set forth in this Agreement, no Limited Partner holding Preferred Interests (the “Preferred Partners”) shall have any voting or other rights under this Agreement or the Act, except for the right to receive cash distributions from the Partnership as specified in this Agreement. The Preferred Interests shall be subject to all restrictions and obligations contained in this Agreement. b) Common Interests. The Partnership will issue Common Interests to Limited Partners on the terms set forth in this Agreement. Under no circumstances will the Common Partners be entitled to receive distributions from the Partnership until either (i) the Preferred Partners have received distributions equal to the aggregate amount of their Capital Contributions plus the Preferred Partner Return or (ii) the Preferred Interest Repurchase Reserve, to be set aside by the Partnership to redeem the Preferred Interests, is funded with at least the aggregate amount of issued

and outstanding Preferred Interests, reduced by all capital that has already been repaid to the Preferred Partners (other than the Preferred Partner Return). The Common Interests shall be subject to all restrictions and obligations contained in this Agreement. 5.2 Issuance and Sale of Interests. a) The General Partner is currently the owner of 9,400 Common Interests of the Partnership. At the Common Interest Closing, AFIC intends to sell and transfer at least 5,600 Common Interests at a price of US$1,000 per Common Interest to the General Partner. At the Common Interest Closing, AFIC intends to sell and transfer up to 55,000 Common Interests at an initial price of US$1,000 per Common Interest to investors that execute Subscription Agreements, and such investors shall be admitted as Limited Partners. b) AFIC intends to sell up to 40,000 Preferred Interests to investors at a price of US$1,000 per Preferred Interest, at a closing to be held pursuant to Section 5.3 below. c) The General Partner is authorized to cause the Partnership to offer, sell and issue Interests, and to admit Persons to the Partnership as Limited Partners in connection therewith, in such manner and at such time or times as the General Partner may determine, except that the General Partner may not cause the Partnership to offer, sell or issue Interests in a manner inconsistent with this Agreement or the Memorandum in effect at the relevant time, or to any Person who has failed to execute a Subscription Agreement or other document under which such Person has agreed to be bound by the provisions of this Agreement as a Limited Partner. Admission of a new Limited Partner shall not be cause for termination of the Partnership. Upon the admission of each additional Limited Partner to the Partnership (including, without limitation, by way of a transfer in accordance with Sections 5.2(a) and 5.10), the General Partner shall execute an amendment to this Agreement modifying Exhibit A hereto as appropriate to reflect the admission of such Limited Partner. For the avoidance of any doubt, no consent of any other Limited Partner shall be required for the admission of such Limited Partner or for any corresponding amendment to this Agreement. 43

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and rights of the General Partner under this Agreement, whereupon the outgoing General Partner shall be divested of all such rights, but the General Partner shall retain its Partnership Interest and any Carried Interest which has been issued to the General Partner as of the date of the General Partner’s removal. For the avoidance of doubt, no change of the general partner of the Partnership shall take effect until notice of the same has been filed with the Registrar by the outgoing general partner of the Partnership under Section 10 of the Act. 4.5 Subscription Agreements Incorporated by Reference. Each Subscription Agreement of a Limited Partner, including the representations, warranties, covenants and power of attorney set forth therein, is hereby incorporated into this Agreement as if set forth in full in this Agreement.

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d) After the date of this Agreement, no Person shall be admitted to the Partnership as a Limited Partner unless such admission is effected in accordance with Section 5.2(a) or (b) or Section 5.10(d)(ii)(A). e) Each Person whose Subscription Agreement has been accepted by the General Partner shall, to the extent the General Partner has agreed to accept a Capital Contribution or Capital Contributions under such Subscription Agreement, make such Capital Contribution or Capital Contributions in cash in immediately available funds (unless the General Partner expressly agrees otherwise) at the time(s) and place(s) set forth in such Subscription Agreement or in a Notification given to such Person pursuant to such Subscription Agreement. f) Limited Partners shall not be residents or citizens of the United States, unless such requirement is waived by the General Partner. g) The General Partner may establish a Capital Account for a Limited Partner pursuant to Section 7.1(a) and deem a Capital Contribution to have been made to such Capital Account as of the beginning of an Accounting Period even though such Capital Contribution is received by the Partnership after the first Business Day of such Accounting Period if the General Partner determines that deeming such Capital Contribution to have been made as of the beginning of such Accounting Period does not have and cannot reasonably be expected to have a material adverse effect on the Limited Partners generally. In that event, the General Partner may (but shall not be required to) charge the Opening Balance of such Capital Account (determined as of the beginning of such Accounting Period), or require such Limited Partner to pay, interest for the period from the beginning of such Accounting Period to the date such Capital Contribution is actually received by the Partnership. Any interest charged to (or paid by) such Limited Partner shall be credited pro rata to the Opening Balances of all other Capital Accounts (determined as of beginning of such Accounting Period). All interest required to be paid or charged under this Section 5.2(f) will be at a floating rate determined by the General Partner in its reasonable discretion.

h) A Person who has been admitted to the Partnership as a Limited Partner and who wishes to make a Capital Contribution not required to be made under such Person’s Subscription Agreement may do so only upon the approval of the General Partner. i) Subject to the provisions of the Act, the General Partner may compromise or waive any obligation a Limited Partner may have to the Partnership under its Subscription Agreement (including an obligation to make a Capital Contribution to the Partnership) or otherwise, on such terms and subject to such conditions as the General Partner may determine. 5.3 Closings. a) The initial subscription period for the sale of Common Interests will close on or before June 30, 2020 (such date to be the “Common Interest Closing”). The initial subscription period for the sale of Preferred Interests will close on August 15, 2020 (such date to be the “Initial Preferred Interest Closing”). The General Partner and AFIC are entitled, at their sole discretion, to continue to accept subscriptions for Preferred Interests and to hold one or more subsequent closings (each a “Subsequent Closing”). The final closing of Preferred Interests will occur on the earlier of (i) the date on which AFIC sells all of its Preferred Interests, or (ii) five (5) months after the Initial Preferred Interest Closing (the “Final Preferred Interest Closing”). b) After AFIC ceases offering its Interests to investors, the General Partner may cause the Partnership to offer, sell and issue Common and/or Preferred Interests to new investors, for the purpose of raising funds to pay Partnership expenses or to acquire additional businesses. Such Interests shall be issued at such price(s) and on such terms as may be reasonably determined by the General Partner. Contributions will be credited to the Partnership on such day or days as the General Partner may from time to time determine. The General Partner may elect to reject any contribution in its discretion. There is no maximum amount of Partnership Interests that may be outstanding from time to time. However, the General Partner may, in its discretion, limit the amount of capital the Partnership may accept from investors.

c) The General Partner may suspend the offering of Interests from time to time or terminate the offering of Interests at any time in its discretion. 5.4 Capital Commitments. a) The minimum Capital Commitment to be made to the Partnership by any investor is US$500,000 (in either Common Interests, Preferred Interests or both), subject to the discretion of the General Partner to accept a Capital Commitment of a lesser amount or impose a higher minimum Capital Commitment. b) Each Limited Partner agrees to make Capital Contributions only in an aggregate amount not exceeding its Capital Commitment, except as expressly provided otherwise in this Agreement. Notwithstanding the foregoing, each Limited Partner may be required to make Capital Contributions to the Partnership in an amount in excess of its Capital Commitment (i) for any Partnership expenses, including, without limitation, the Management Fee or any tax payments (or interest or penalties associated therewith) made on behalf of such Limited Partner, or (ii) to cover a Defaulting Limited Partner’s Capital Contribution to the Partnership or to acquire such Defaulting Limited Partner’s Interest in the Partnership. 5.5 Capital Contributions and Capital Calls. Except as expressly provided otherwise in this Agreement, Capital Contributions shall be made in accordance with separate Capital Calls, in amounts determined by the General Partner in accordance with the following terms and conditions: a) Capital Contributions. Each Limited Partner shall pay AFIC for its Interests at the time of subscription. Thereafter, additional Capital Contributions may be required from Common Partners from time to time to allow the Partnership to fund new investments, meet expenses and liabilities of the Partnership, or to establish and maintain cash reserves for such purposes and in such amounts as the General Partner deems necessary and appropriate. Any such additional Capital Contributions shall be requested by the General Partner in accordance with subsection (b). b) Capital Calls. Subject to Section 3.2, if the Partnership requires additional funds, in the General

Partner’s determination, the General Partner shall deliver to the Common Partners written notice of the Partnership’s need for additional capital. Capital Contributions will be due at such times and in such amounts as will be specified in such notice made by the General Partner; provided that in no event shall the Capital Contribution be due less than ten (10) days after the date of the Capital Call. In the event of any Capital Call made pursuant to this Section 5.5(b), the General Partner shall update the Partnership’s books and records to reflect an increase to each Common Partner’s Capital Commitment. Any failure by the General Partner to update the Partnership’s books and records shall not affect the Common Partners’ obligations to contribute additional capital to the Partnership under this Section 5.5. For the avoidance of doubt, only Common Partners shall be required to contribute additional capital to the Partnership pursuant to this Section 5.5(b). 5.6 Default on Capital Contributions. a) If any Limited Partner fails to make all or any portion of any Capital Contribution when due (a “Default”), then such Limited Partner may be designated by the General Partner as in default under this Agreement (a “Defaulting Limited Partner”), and such Limited Partner may be assessed a late fee or other charge (including, without limitation, interest) on such outstanding amount in an amount to be determined in the sole and absolute discretion of the General Partner, for each day on which all or any portion of such Capital Contribution remains outstanding. b) With respect to any Capital Contribution (or portion thereof) that is subject to a Default (the “Defaulted Amount”), the General Partner may (i) increase the Capital Contributions of the Limited Partners that have made their corresponding Capital Contributions, pro rata based on their Percentage Interests, to the extent necessary to fund the Defaulted Amount, and/or (ii) cause the Partnership to obtain (through a borrowing or otherwise) such amounts as are necessary to fund the Defaulted Amount, and the cost of obtaining such amounts may be assessed to the Defaulting Limited Partner provided that, in the event that the Partnership is

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unable to recover such amounts from the Defaulting Limited Partner, the Limited Partners may bear such amounts as partnership expenses. c) The Partnership will have the right to bring legal action against a Defaulting Limited Partner to collect the Capital Contributions due to the Partnership plus legal fees and other costs, expenses and liabilities incurred by the Partnership in connection with the Default, as well as a late fee on the defaulted amount and any other amounts not timely paid in an amount to be determined in the sole and absolute discretion of the General Partner, for each day all or any portion of such amounts are outstanding. In addition, a Defaulting Limited Partner may, at the discretion of the General Partner, with respect to all or some of its Interest, be subject to any (or any combination) of the following remedies: (i) having its Capital Account frozen, (ii) having to bear up to the full amount of any losses incurred by the Partnership due to its Default, to the extent of its Capital Account, but not share in any income or gain, (iii) being prohibited from sharing in any future Capital Call with respect to its Capital Commitment, (iv) having its Interest sold or transferred to any other person or persons who may be admitted as a substitute Limited Partner (including the General Partner or one of its Affiliates or in a transaction in which the General Partner or one of its Affiliates is acting as agent or principal) at a price equal to the value of such Interest based on the Partnership’s most recent valuation, or at whatever price or terms, in the General Partner’s reasonable discretion (with none of the proceeds, if any, of such sale inuring to the benefit of the Defaulting Limited Partner), and allowing the transferee of such Interest to assume the Defaulting Limited Partner’s unfunded Capital Commitment, (v) having its Interest reallocated among non-Defaulting Limited Partners based on the value of such Interest as of the Partnership’s most recent valuation, or on terms established by the General Partner in its reasonable discretion, (vi) having its obligations to pay its pro rata share of organizational and other partnership expenses continue as if the Default had not occurred, (vii) having its remaining unfunded Capital Commitment accelerated, (viii)

having amounts otherwise distributable to it applied in satisfaction of any amounts payable by it, (ix) having its distributions reduced to zero, (x) having the amount of such Default withdrawn from any account maintained by it with any affiliate of the General Partner to the extent of available funds thereof, (xi) having a lender (including the General Partner and its affiliates) lend to it all or any part of the funds required of the Defaulting Limited Partner, as further described in this Agreement, (xii) forfeiting its Interest in the Partnership in full, (xiii) diluting the Defaulting Limited Partner’s Percentage Interest in the Partnership; and/or (xiv) being subject to any other remedy available at law or in equity to the Partnership. d) The General Partner reserves the right, in its sole and absolute discretion, to implement any one or a combination of the above remedies, including remedies that may benefit the General Partner and its Affiliates to the exclusion of the Partnership or any non-Defaulting Limited Partners. Each Partner acknowledges by its execution hereof that the remedies provided in this Section 5.6 are an effective and reasonable means to insure the Partnership can satisfy its obligations, and are not intended as a penalty. e) Notwithstanding anything to the contrary herein, in connection with a Capital Call made for the purposes of funding New Acquisitions in accordance with Section 3.2, if the Defaulting Limited Partner is a Non-Consenting Limited Partner, only the remedies set forth in Sections 5.6(b)(i) and 5.6(c)(xiii) shall be available to the Partnership. 5.7 Nature of Interests. Interests shall be deemed to be personal property giving only the rights, powers, authority, privileges and preferences provided in this Agreement, notwithstanding the nature of the property held by the Partnership. 5.8 Nonassessability of Interests. Each Interest, when issued and fully paid for in accordance with the provisions of the related Subscription Agreement, shall be fully paid and nonassessable, and neither the Partnership nor any officer, employee or agent of the Partnership shall have the right, power or authority, except as expressly set forth in this Agreement, to call upon such Limited Partner to pay any sum of money

from the date of such distribution at a floating rate determined by the General Partner in its reasonable discretion, irrespective of whether the event or circumstance giving rise to such miscalculation was known or unknown to the General Partner or such Partner at the time of such distribution. d) Without limiting the scope of Section 5.8(c), the General Partner may determine to treat any liability or expenditure of the Partnership which becomes fixed or is incurred in an Accounting Period after the Accounting Period in which the event or circumstance (whether known or unknown) giving rise to such liability or expenditure occurred (the “Prior Accounting Period”) as either (i) arising in the Accounting Period in which such liability becomes fixed or such expenditure is incurred or (ii) arising in such Prior Accounting Period, in which latter case such liability or expenditure shall be charged to Persons who were Partners during such Prior Accounting Period (whether or not such Persons are Partners during the Accounting Period in which such liability is fixed or such expenditure is incurred) in accordance with the Opening Balances of their Capital Accounts as of the beginning of such Prior Accounting Period, and the General Partner may require a Partner or former Partner to: (A) return to the Partnership amounts previously distributed to such Person by the Partnership to the extent of such Person’s share of any liabilities of the Partnership arising out of events or circumstances occurring during any Accounting Period in which such Person was a Partner (determined in accordance with the Opening Balance of such Person’s Capital Account as of the beginning of such Accounting Period) and (B) pay interest on such repayment, accruing from the time such Person received such distribution, at a floating rate determined by the General Partner in its reasonable discretion. e) If a Partner receives a distribution from the Partnership in an amount less than the amount to which such Partner was entitled under this Agreement because the Net Assets attributable to such Partner’s Capital Account were miscalculated, the Partnership shall, if the General Partner determines such amount

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whatsoever in respect of such Interest, whether in the form of a Capital Contribution, a loan or otherwise, other than that which such Limited Partner has agreed to pay by way of such Subscription Agreement or has otherwise expressly agreed to pay pursuant to Section 5.5. However, each Partner, including each Limited Partner, shall be required to return to the Partnership amounts previously distributed to it by the Partnership as follows: a) Each Partner (regardless of whether such Person remains a Partner) who receives any amount distributed by the Partnership in violation of the Act shall be liable to the Partnership for the return of such amount, together with interest thereon from the date of such distribution at a floating rate determined by the General Partner in its reasonable discretion, notwithstanding that such Partner had no knowledge of such violation at the time of its receipt of such amount. Subject to the provisions of the Act, the General Partner may compromise or waive any such liability on such terms and subject to such conditions as the General Partner may determine. This Section 5.8(a) shall not apply to distributions made pursuant to Section 11.4. b) A Person who receives any amount distributed by the Partnership in violation of the Act shall be liable to the Partnership for the return of such amount, together with interest thereon from the date of such distribution at a floating rate determined by the Liquidator in its reasonable discretion, notwithstanding that such Person had no knowledge of such violation at the time of its receipt of such amount. Subject to the provisions of the Act, the Liquidator may compromise or waive any such liability on such terms and subject to such conditions as the Liquidator may determine. c) Each Partner (regardless of whether such Person remains a Partner) who receives any amount distributed by the Partnership in excess of the amount to which such Limited Partner was entitled under this Agreement because the Net Assets attributable to such Limited Partner’s Capital Account were miscalculated, shall be liable to the Partnership for the return of such amount, together with interest thereon

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is material, pay the amount of such difference to such Partner, together with interest thereon from the date of such distribution at a floating rate determined by the General Partner in its reasonable discretion. f) Each Limited Partner shall remain liable to the Partnership for the time period set forth in Section 9.3, in an aggregate amount not to exceed such Limited Partner’s Capital Withdrawals (and distributions made to such Limited Partner pursuant to Section 11.4) to the extent necessary to enable the Partnership to satisfy its Indemnification Obligations. Each Limited Partner’s liability under this Section 5.8(f) shall be in the proportion that the amount of such Limited Partner’s Capital Withdrawals (and distributions made to such Limited Partner pursuant to Section 11.4) bears to all Limited Partner Capital Withdrawals (and distributions made to all Limited Partners pursuant to Section 11.4). g) The General Partner may, to the extent necessary to settle the liabilities described in this Section 5, either appropriately adjust the Capital Accounts of the appropriate Partner(s) downward or upward to reflect amounts due from or owing to such Partner(s), as the case may be, or cause the Partnership to request payments from or make payments to the appropriate Partner(s) or former Partner(s). The General Partner shall not be required to make any such downward adjustment or request for payment unless failure to do so would have a material adverse effect on the Partnership. It shall be conclusively presumed that any failure to make any such downward adjustment or request for payment shall not have a material adverse effect on the Partnership if the amount in question is less than one percent (1%) of the amount of Net Assets at the time contemplated for such adjustment or request. 5.9 Ownership of Interests. The ownership of Interests shall be recorded on the books and records of the Partnership, and no certificates certifying the ownership of Interests shall be issued except as the General Partner may determine from time to time. 5.10 Transfers of Interests. a) Restrictions on Transfer. i) No Limited Partner may Transfer an Interest, or

any interest therein, until January 1, 2024 (the “Lock-up Date”). ii) Commencing on the Lockup Date, no Limited Partner may Transfer an Interest, or any interest therein, unless such Transfer (i) arises by operation of law (including by operation of the provisions of the Act), (ii) is made with the prior written consent of the General Partner (which consent may not be unreasonably withheld or delayed), or (iii) is made in compliance with the other provisions of this Section 5.10. Interests may not be transferred to U.S. citizens or residents. Upon the Transfer of an Interest in accordance with this Agreement, the General Partner shall amend this Agreement by modifying Exhibit A as appropriate to reflect such Transfer. b) Right of First Refusal (Initial Restrictive Period). i) At any time from the Lock-up Date until December 31, 2026 (the “Initial Restrictive Period”), any Common Partner (the “Selling Partner”) will be entitled to sell all or any of its Common Interests, provided that such sale complies with the requirements of this Section 5.10(b). ii) If at any time during the Initial Restrictive Period a Selling Partner desires to sell or otherwise Transfer all or any of its Common Interests pursuant to this subsection (b), the Selling Partner will submit a written offer (the “Offer Notice”) to sell such Common Interests (the “Offered Interests”) to the General Partner and the non-selling Limited Partners at a price per Common Interest equal to the Common Interest Purchase Price. The Offer Notice will state the Common Interest Purchase Price and will further state that the General Partner or the non-selling Limited Partners, as the case may be, may acquire, in accordance with the provisions of this Agreement, all or some of the Offered Interests for the price and on the terms set forth therein. iii) The General Partner will have until the date that is forty-five (45) days from the date the Offer Notice was submitted to elect to purchase all or a portion of the Offered Interests. If the General Partner elects to purchase some or all of the Offered Interests, it will communicate in writing its

doubt, Transfers of Interests may not be made to a third party pursuant to this subsection (b). c) Right of First Refusal (Final Restrictive Period). i) At any time after the expiration of the Initial Restrictive Period (the â&#x20AC;&#x153;Final Restrictive Periodâ&#x20AC;?), any Selling Partner will be entitled to sell all or any of its Common Interests, provided that such sale complies with the requirements of this Section 5.10(c). ii) If at any time during the Final Restrictive Period a Selling Partner desires to sell or otherwise Transfer all or any of its Common Interests pursuant to this subsection (c), the Selling Partner will submit an Offer Notice to sell such Offered Interests to the General Partner and the non-selling Limited Partners at a price per Common Interest equal to the Common Interest Purchase Price. The Offer Notice will state the Common Interest Purchase Price and will further state that the General Partner or the non-selling Limited Partners, as the case may be, may acquire, in accordance with the provisions of this Agreement, all or some of the Offered Interests for the price and on the terms set forth therein. iii) The General Partner will have until the date that is forty-five (45) days from the date the Offer Notice was submitted to elect to purchase all or a portion of the Offered Interests. If the General Partner elects to purchase some or all of the Offered Interests, it will communicate in writing its election to purchase such Offered Interests to all of the Limited Partners. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests. The sale of the Offered Interests to the General Partner will be consummated at the offices of the Partnership on a date to be selected by the General Partner, which shall be within the immediately succeeding seventy-five (75) day period following the date the Offer Notice was submitted. iv) If the General Partner does not purchase all of the Offered Interests, then the non-selling Limited Partners will have until the date that is sixty (60) days from the date the Offer Notice was

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election to purchase such Offered Interests to all of the Limited Partners. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests. The sale of the Offered Interests to the General Partner will be consummated at the offices of the Partnership on a date selected by the General Partner, which shall be within the immediately succeeding seventy-five (75) day period following the date the Offer Notice was submitted. iv) If the General Partner does not purchase all of the Offered Interests, then the non-selling Limited Partners will have until the date that is sixty (60) days from the date the Offer Notice was submitted to elect to purchase all or a portion of the unsold Offered Interests at the Common Interest Purchase Price. Each non-selling Limited Partner which elects to purchase some or all of the Offered Interests will communicate in writing its election to purchase such Offered Interests to the General Partner and all of the Limited Partners, which communication will state the number of Offered Interests that the non-selling Limited Partner desires to purchase. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests (or if oversubscribed, the portion allocated to such non-selling Limited Partner based on its pro rata percentage of Interests). The sale of the Offered Interests to the non-selling Limited Partners will be consummated at the offices of the Partnership on a date selected by the General Partner, which shall be within the immediately succeeding ninety (90) day period following the date the Offer Notice was submitted. v) If the General Partner and the non-selling Limited Partners as a group do not purchase all of the Offered Interests, then the unsold Offered Interests will continue to be subject to the requirement of a prior offer pursuant to this Section 5.10(b). For the avoidance of

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submitted to elect to purchase all or a portion of the unsold Offered Interests. Each non-selling Limited Partner which elects to purchase some or all of the Offered Interests will communicate in writing its election to purchase such Offered Interests to the General Partner and all of the Limited Partners, which communication will state the number of Offered Interests that the nonselling Limited Partner desires to purchase. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests (or if over-subscribed, the portion allocated to such non-selling Limited Partner based on its pro rata percentage of Interests). The sale of the Offered Interests to the non-selling Limited Partners will be consummated at the offices of the Partnership on a date to be selected by the General Partner, which shall be within the immediately succeeding ninety (90) day period following the date the Offer Notice was submitted. v) If the General Partner and the non-selling Limited Partners as a group do not purchase all of the Offered Interests, then, with the prior written consent of the General Partner, the unsold Offered Interests may be sold by the Selling Partner at any time within the immediately succeeding one hundred and twenty (120) day period following the date the Offer Notice was submitted to a third party or third parties (the “Proposed Transferee”). Any such sale will be to the Proposed Transferee, at not less than the price and on other terms, if any, not more favorable to the Proposed Transferee than those specified in the Offer Notice. If all of the Offered Interests are not sold within such 120-day period, then the Offered Interests will continue to be subject to the requirement of a prior offer pursuant to this Section 5.10(c). If Offered Interests are sold pursuant to this Section 5.10(c) to any purchaser who is not a party to this Agreement, the purchaser of such Offered Interests will execute and deliver to the Partnership a document under which such Person has agreed

to be bound by the provisions of this Agreement as a Common Partner as a precondition of the purchase of the Offered Interests and any Offered Interests sold to such purchaser will continue to be subject to the provisions of this Agreement. d) Permitted Transfers. Notwithstanding the foregoing restrictions,with the priorwritten consent of the General Partner, which consent may not be unreasonably withheld or delayed, a Limited Partner may Transfer its Interests to an Affiliate with the same beneficial owners of such Limited Partner or to its beneficial owners. In addition, the restrictions on transfers contained in this Section 5.10 do not apply to transfers by the General Partner of its Common Interests. e) Duties and Liabilities of Transferors and Transferees. i) Duties and Liabilities of Transferors. A) If a Person desires to Transfer an Interest, or an interest therein, pursuant to Sections 5.10(a), (b) or (c), such Person shall be responsible for any legal, accounting and other costs and expenses incurred by the Partnership in connection with reviewing such Transfer for compliance with this Section 5.10 and applicable laws. In addition, upon the request of the General Partner, a Person desiring to Transfer an Interest, or any interest therein, shall, at such Person’s sole cost and expense, either cause the Partnership to be provided with, or authorize the Partnership to obtain, an opinion of counsel reasonably satisfactory to the General Partner that the proposed Transfer complies with the Securities Act and any applicable Securities Laws. B) Unless the General Partner expressly agrees otherwise, no Transfer of an Interest, or any interest therein, other than pursuant to a statutory merger or consolidation of the transferor wherein all duties and liabilities of the transferor are assumed by a successor corporation by operation of law, shall relieve the transferor of its duties and liabilities under this Agreement. ii) Rights, Duties and Liabilities of Transferees. A) No Person to whom a Transfer of an Interest, or an interest therein, has been made pursuant to the provisions of Sections 5.10(a), (b) or (c) (an “Assignee”) shall be admitted to the Partnership as

organization; or (ii) necessitate the registration of the Partnership as an investment company under the Investment Company Act, in each case, shall be wholly null and void and shall not effectuate the Transfer contemplated thereby. The Partnership shall have the right to obtain injunctive relief (in addition to and not in lieu of any other remedies available to it) in the event of any breach or threatened breach of the provisions of this Section 5.10.

ARTICLE VI DISTRIBUTIONS TO AND WITHDRAWALS BY PARTNERS; CALL OPTION 6.1 Withdrawals by Limited Partners from Capital Accounts. Except as allowed by the General Partner, in its sole discretion, no Limited Partner shall have the right to withdraw capital or demand or receive distributions or other returns of any amount in its Capital Account, except as expressly provided in this Article VI. On the full withdrawal of a Limited Partner in accordance with this Agreement, the General Partner shall amend this Agreement by modifying Exhibit A to reflect such withdrawal. 6.2 Voluntary Withdrawal of Limited Partners. Prior to the completion of the winding up of the business and affairs of the Partnership, no Limited Partner shall have the right to resign or withdraw as such, unless such withdrawal has been approved by the General Partner in its sole discretion. 6.3 Involuntary Withdrawal of Limited Partners. a) The General Partner may at any time require any Limited Partner to: (a) withdraw all of its Capital Account and withdraw as a Limited Partner as of any date, by giving not less than ten (10) calendar days Notification to such Limited Partner, if the General Partner determines that (i) such Limited Partner has failed, did not timely provide, or provided misleading information regarding the AEOI Legislation, as specified in Section 12.7 of this Agreement, (ii) such Limited Partner made a material misrepresentation to the Partnership in connection with acquiring its Interest, or (iii) such Limited Partnerâ&#x20AC;&#x2122;s continuing ownership of an Interest would cause the Partnership or the General Partner to be in violation of any requirement,

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a Limited Partner unless such admission has been expressly approved by the General Partner and the General Partner has caused the books and records of the Partnership to reflect such admission. B) Prior to the admission of an Assignee to the Partnership as a Limited Partner pursuant to Section 5.10(d), suchAssignee shall make the representations and warranties to the Partnership that are made by subscribers in the Subscription Agreement. C) A Person admitted to the Partnership as a Limited Partner pursuant to Section 5.10(d)(ii) (A) shall, to the extent of the Interest Transferred to such Person, succeed to all of the rights, powers and authority of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner. D) Unless the General Partner expressly agrees otherwise, notwithstanding any provision of the Act, any Person to whom an Interest, or an interest therein, is Transferred, whether or not such Person is admitted to the Partnership as a Limited Partner, shall, to the extent of such Interest or interest therein, succeed to the duties and liabilities of the transferor under this Agreement. f) Effective Dates of Transfers. All distributions pursuant to Section 6.6 attributable to a Transferred Interest or interest therein (A) with respect to which the distribution record date determined by the General Partner is before the date such Transfer is deemed to occur, shall be made to the transferor, and (B) with respect to which the distribution record date determined by the General Partner is on or after the date such Transfer (other than a pledge, encumbrance, hypothecation or mortgage) is deemed to occur, shall be made to the transferee. g) Effect of Non-Complying Transfers. Any Transfer of any Interest, or interest therein, in breach of this Section 5.10, or that would, in the General Partnerâ&#x20AC;&#x2122;s reasonable judgment, either: (i) cause the Partnership or the General Partner to be in violation of any requirement, condition or guideline contained in any U.S. federal, state or foreign law or in any order, directive, opinion, ruling or regulation of a U.S. federal, state or foreign governmental agency or self-regulatory

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condition or guideline contained in any U.S. federal, state or foreign law or in any order, directive, opinion, ruling or regulation of a U.S. federal, state or foreign governmental agency or self-regulatory organization. 6.4 Status After Withdrawal. Except as provided in Section 6.2 or Section 6.3, a Limited Partner who is permitted or required to resign or withdraw as a Limited Partner pursuant to this Agreement shall have no rights against the Partnership. A Limited Partner who is permitted or required to withdraw shall continue as a Limited Partner after the date of the applicable withdrawal notice, but not after the effective date of such withdrawal, notwithstanding that withdrawal proceeds are not paid to such Person until after the effective date of such withdrawal. 6.5 Withdrawals by the General Partner. The General Partner may not withdraw amounts from its Capital Account, nor may it withdraw, retire or resign as general partner of the Partnership. For the avoidance of doubt, the General Partner may receive distributions, in accordance with Section 6.6. 6.6 Distributions. a) Subject to the other provisions of this Section 6.6, the Partnership shall make distributions of cash at the times and in the amounts that the General Partner may determine to the Partners from time-to-time, in the General Partner’s discretion, and in the following order of priority: i) first, to the Preferred Partners to the extent of their unpaid Preferred Partner Return; ii) second, either (A) to the Preferred Partners, pro rata based on their Adjusted Capital Contributions until their Capital Contributions have been returned in full, or (B) to a reserve account established by the General Partner for the purpose of reserving enough funds to exercise its Call Option (defined below) (the “Preferred Interest Repurchase Reserve”), until distributions made into such reserve account equal the aggregate amount of issued and outstanding Preferred Interests, reduced by all capital that has already been repaid to the Preferred Partners (other than the Preferred Partner Return); and iii) then, pro rata to the Common Partners based on their respective Percentage Interests.

b) The Partnership will issue the General Partner any Carried Interest accrued but unissued within one hundred and twenty (120) days of the end of each even-numbered Fiscal Year, commencing with 2026. The Partnership will issue the Common Partners any Excess Carried Interest accrued but unissued within one hundred and twenty (120) days of the end of each even-numbered Fiscal Year, commencing with 2026, pro rata in accordance with their respective Percentage Interests. The number of Carried Interests and Excess Carried Interests issued to the General Partner and the Common Partners pursuant to this Section 6.6(b), respectively, will be determined by dividing the Total Value Created by US$1,000. For the avoidance of doubt, if in any given period the Total Value Created is equal to or less than zero, no Carried Interests or Excess Carried Interests will be issued with respect to such period. c) Notwithstanding Section 6.6(a), the Partnership, as applicable, will be entitled to withhold from any distributions, in its sole discretion, appropriate reserves for expenses and liabilities of the Partnership, as applicable, as well as for any required tax withholdings, including, but not limited to, any AEOI Legislation withholding taxes. 6.7 Legal Restrictions on Capital Withdrawals and Distributions. Notwithstanding any other provision of this Agreement, no Capital Withdrawal or Distribution shall be made to the extent that, after giving effect to such withdrawal, the Partnership would be in violation of the Act. 6.8 Call Option; Mandatory Exercise. a) Call Option. i) The Partnership shall have the option (the “Call Option”) to purchase and redeem all (but not less than all) of the outstanding Preferred Interests from the Preferred Partners, subject to the terms and conditions set forth in this Agreement. The Call Option may be exercised by the Partnership by providing written notice to all of the Preferred Partners at any time after August 1, 2023. ii) Notwithstanding anything to the contrary contained herein, the Call Option must be exercised by the Partnership on or prior to August 1, 2027.

ARTICLE VII CAPITAL ACCOUNTS; ALLOCATIONS 7.1 Capital Accounts; Opening Balances. a) The General Partner shall establish on the books of the Partnership: (i) a single capital account for the General Partner and (ii) a separate capital account for each Limited Partner (each, an “Account” or “Capital Account”). b) As of the first day of each Accounting Period, the General Partner shall establish the balance of each Capital Account (the “Opening Balance” of such Capital Account). c) In the case of the General Partner’s Capital Account, the Opening Balance shall be, for the Accounting Period during which the initial Capital Contribution is credited to such Account, an amount equal to such Capital Contribution, and, for each Accounting Period

thereafter, shall be an amount equal to the Closing Balance of such Capital Account as of the end of the immediately preceding Accounting Period, minus any Capital Withdrawal from such Capital Account effected at the end of such immediately preceding Accounting Period, plus any Capital Contribution made to such Capital Account no later than the first Business Day of such Accounting Period. d) In the case of the Capital Account of a Limited Partner, the Opening Balance shall be for the Accounting Period during which the initial Capital Contribution is credited to such Account, an amount equal to (i) such Limited Partner’s Capital Contribution to that Account and (ii) such Account’s

pro rata share (based on Capital Contributions) of the Partnership’s economic profits, both realized and unrealized, and debit such Account with (a) any distributions to such Limited Partner from such Account, (b) such Account’s pro rata share (based on Capital Contributions) of the Partnership’s economic losses, both realized and unrealized, (c) such Account’s pro rata share of the Partnership’s expenses, (d) the Management Fees charged against such Account and paid to the General Partner, if any, and (e) any carried interest charged against such Account and allocated to the General Partner. 7.2 Closing Balances; Allocation of Profits and Losses for Financial Purposes. As of the end of each Accounting Period (but before deducting any Capital Withdrawals deemed to be effected as of end of such Accounting Period), the General Partner shall establish the closing balances of Capital Accounts for such Accounting Period (the “Closing Balance” of each such Account) by adjusting the Opening Balances of such Accounts for such Accounting Period in a manner consistent with the distribution of proceeds from investments as described in Article VI. 7.3 Certain Special Allocations. a) If a tax or other assessment is imposed on the Partnership, and the assessment amount is determined by the status or identity of one or more Partners (e.g., their residence), the General Partner may specially allocate the related expense

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iii) When the Call Option is exercised, the Preferred Partners shall transfer and convey to the Partnership all of the issued and outstanding Preferred Interests, and the Partnership shall pay the Preferred Partners a purchase price per Preferred Interest equal to their Adjusted Capital Contributions, plus all Preferred Partner Return accrued but unpaid as of the date of closing. iv) After the exercise of the Call Option, the Preferred Interests shall be transferred to the Partnership at a closing (the “Call Option Closing”) to be held on a date to be agreed upon by the parties, but which shall be no more than thirty (30) days after the date the Call Option is exercised. At the Call Option Closing, the Preferred Partners shall: (i) transfer and deliver the Preferred Interests to be transferred to the Partnership free and clear of all liens; and (ii) endorse, sign and deliver such assignments and other documents as are reasonably required by the Partnership to convey ownership of the Preferred Interests as contemplated hereby. b) Call Option Subject to Mandatory Exercise. For the avoidance of doubt, the Partnership must exercise the Call Option and redeem the outstanding Preferred Interests of the Partnership on or prior to August 1, 2027.

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to, and deduct the affected Partner’s allocable share of the assessment from, the appropriate Capital Account (as if the deduction were a distribution). b) The General Partner may otherwise allocate increases and decreases of Net Assets on a basis other than pro rata among the Opening Balances of Capital Accounts to the extent it reasonably determines that doing so is required by law or is more appropriate and equitable than allocating on such a pro rata basis. c) The General Partner may, if it deems doing so to be equitable and appropriate, establish reserves with respect to any particular Limited Partner’s Capital Account. The General Partner may charge to a Limited Partner’s Capital Account the reasonable cost of any special services that the Partnership provides to such Limited Partner at its request. If one or more Limited Partners brings a Proceeding against the Partnership or the General Partner that is Judicially Determined to be frivolous or the equivalent, the General Partner may charge the Partnership’s costs and expenses relating to such Proceeding solely to the Capital Accounts of those Partners. 7.4 No Interest on Capital Contributions. Except for the Preferred Partner Return, Partners shall not be entitled to interest on their Capital Contributions or on their Capital Accounts. 7.5 Loans. Loans by a Partner to the Partnership shall not be considered Capital Contributions. Unless the General Partner determines otherwise, if any Partner shall advance funds to the Partnership in excess of the Capital Contribution(s) required to be made by such Partner pursuant to this Agreement, the making of such advances shall not result in any increase in the amount of the Capital Account of such Partner. The amounts of any such advances shall be a debt of the Partnership to such Partner and shall be payable or collectible only out of the assets of the Partnership in accordance with the terms and subject to the conditions upon which such advances are made. The repayment, upon the winding up of the Partnership, of loans made to the Partnership by a Partner shall be subject to the order of priority set forth in Section 11.4.

ARTICLE VIII RECORDS AND ACCOUNTING; REPORTS; CONFIDENTIALITY 8.1 Partnership Books and Records; Inspection Rights. a) The General Partner shall cause the Partnership to maintain such books and records relating to the business and affairs of the Partnership and such other books and records as the General Partner may determine to be appropriate (“Records”). b) Subject to Sections 8.1(c) and (d), each Partner shall have the right to access certain information contained in the Records, only to the extent required by the Act. c) The rights of Limited Partners to receive information relating to the business and financial condition of the Partnership shall be as expressly provided in this Agreement. d) The Limited Partners agree that any right that they shall have under this Agreement or under applicable law to receive, review or inspect the Records, the register of limited partnership interests or other documents which provide details with respect to other Partners shall, to the maximum extent permitted by applicable law, be restricted to a right to receive, review or inspect details relating to their own investment in the Partnership only. e) The General Partner shall cause the following to be recorded in the register of partnership interests in accordance with the Act: (i) the name and address, amount and dates of contributions of each Partner and (ii) the amount and date of any payment representing a return of any part of any Partner’s contribution. The General Partner cause such information to be updated within 21 days of any change thereof. 8.2 Fiscal Year; Accounting Period; Accounting Methods. a) The Fiscal Year of the Partnership shall end on December 31 of each year (except that the last Fiscal Year of the Partnership shall end upon the date of the termination of the Partnership), and the Fiscal Quarters of the Partnership shall end on March 31, June 30, September 30 and December 31 of each year, unless the General Partner determines otherwise. b) The initial Accounting Period shall (i) begin as of the date of the Common Interest Closing and (ii) end on the last day of such month. Each subsequent

in good faith. To the extent applicable to any of the foregoing, the General Partner shall follow IFRS, except when it in its discretion deems the same to be inequitable or inappropriate. Such determination shall be conclusive and binding on all of the Partners and all parties claiming through or under them. 8.4 Reports. a) As soon as reasonably practicable after the end of each calendar year, the General Partner shall cause to be delivered to each Person who was a Partner at any time during such year a report setting forth (i) the net asset value of such Limited Partner’s Capital Account as of the end of such year and (ii) such other financial information as the General Partner may deem appropriate. b) As soon as reasonably practicable after the end of each calendar quarter, the Partnership will provide to each Limited Partner with a report, reflecting any information as the General Partner may deem appropriate. 8.5 Tax Returns and U.S. Tax Status. If applicable, the General Partner will cause applicable income tax returns for the Partnership to be prepared and timely filed (subject to the General Partner’s discretion to obtain extensions) with the appropriate authorities. The General Partner, in its sole and absolute discretion, shall determine the accounting methods and conventions under the tax laws of the relevant jurisdictions or any other method or procedure relating to the preparation of such tax returns. In addition, the General Partner, in its sole and absolute discretion, may cause the Partnership to make (or refrain from making) any and all tax elections permitted by such tax laws and may charge the costs of complying with such election to the Partner(s) who requested that such election be made. 8.6 Confidentiality. a) General Rule of Confidentiality. Except as provided in Section 8.6(b), each Limited Partner agrees to keep confidential, not to make any use of, and not to provide or disclose to any Person, any information or matter relating to the Partnership and its business and affairs, including reports furnished to Limited Partners pursuant to Section 8.4, the identities of other

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Accounting Period shall (i) begin on the first day of the month and (ii) end of the last day of such month, except that the last Accounting Period shall end on the date of termination of the Partnership. c) The Partnership shall keep its financial books under the cash or accrual method of accounting (as determined by the General Partner), and, as to matters not specifically covered in this Agreement, in accordance with International Financial Reporting Standards (“IFRS”). 8.3 Determination and Calculation of Liabilities and Valuation of Assets. a) The liabilities of the Partnership shall be deemed to include: (i) all of its bills and accounts payable; (ii) all of its accrued or payable expenses; and (iii) all of its other liabilities, present or future, including Reserves. b) For purposes of determining the Partnership’s liabilities at a particular time, the General Partner may estimate expenses that are incurred on a regular or recurring basis over yearly or other periods and treat the amount of any such estimate as accruing in equal portions over any such period. c) The General Partner may establish such reserves for the Partnership for contingent, unknown or unfixed debts, liabilities or obligations of the Partnership as the General Partner may reasonably determine to be advisable, whether or not in accordance with IFRS (“Reserves”). Any such Reserve, if and when reserved, shall be allocated among the Capital Accounts of the Partners who are Partners at the time of the making of such Reserve in the manner provided in Section 7.3(c), unless the General Partner determines that it would be more equitable to allocate such Reserve among the Capital Accounts of those Persons who were Partners at the time such Reserve was established. d) The assets of the Partnership shall be deemed to include: (i) all of its cash on hand or on deposit, including any interest accrued thereon; (ii) all of its demand notes and accounts receivable; (iii) all of its Financial Instruments; (iv) all interest accrued on its interestbearing Financial Instruments; and (v) all of its other assets of every kind and nature, including prepaid expenses. e) The General Partner shall determine the fair market value of the Partnership’s assets and liabilities

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Partners, any offering materials used in connection with the marketing and private placement of Interests (including this Agreement and the Subscription Agreements) and any information or matter related to any investment made by the Partnership (all of the foregoing, “Confidential Information”). b) Exceptions to General Rule of Confidentiality. Notwithstanding the provisions of Section 8.6(a): i) A Limited Partner may provide or disclose Confidential Information to its members, partners, shareholders, directors, officers and employees, and to its financial, legal, tax and other advisors (each, an “Authorized Person”), for any purpose reasonably related to its interest in the Partnership; provided, however, that such Limited Partner notifies each such Authorized Person in writing of the restrictions set forth in this Section 8.6 and states in such writing, in a prominent fashion, that such Authorized Person, by receiving such Confidential Information, will be deemed to have agreed to comply with such restrictions. ii) A Limited Partner or any of its Authorized Persons may provide or disclose Confidential Information to any Person if: (A) the information contemplated to be provided or disclosed is publicly known at the time of proposed disclosure as a result of actions other than a breach by such Limited Partner or any of its Authorized Persons of the provisions of this Section 8.6; (B) such disclosure is required by law or regulation; (C) such disclosure is required by any governmental agency, regulatory authority or self-regulatory organization having jurisdiction over such Limited Partner; or (D) such disclosure is approved in advance by the General Partner. A Limited Partner or its Authorized Person shall use its reasonable best efforts to give reasonable prior Notification to the General Partner of any disclosure pursuant to clauses (B) or (C) of this Section 8.6(b) (ii) to afford the General Partner the opportunity to obtain an appropriate protective order. c) Rights of General Partner. Unless the General Partner expressly agrees otherwise, the General Partner shall have the right to publicize: (i) the fact that it serves as the general partner of the

Partnership; (ii) the performance of the Partnership; and (iii) the identity of Limited Partners, provided it does so in a manner that does not constitute “general advertising” or “general solicitation” with respect to the Partnership or the Interests within the meaning of Regulation D under the Securities Act. d) Proprietary Information of General Partner. Each Limited Partner acknowledges and agrees that the General Partner owns all rights, title and interest in and to the trading models, strategies, software and other proprietary materials utilized or generated by it in the course of managing and conducting the business and affairs of the Partnership, including all patent, trademark, copyright and trade secret rights therein (all of the foregoing, “Proprietary Information”). Nothing in this Agreement shall be construed as granting the Limited Partners any rights or license of any kind with respect to the Proprietary Information. Each Limited Partner agrees: (i) to keep the Proprietary Information confidential pursuant to Section 8.6(a), and (ii) not to copy, alter, reserve engineer or decompile the Proprietary Information or otherwise attempt to access or use any of the trade secrets contained therein. 8.7 Safeguarding Confidential Information. a) To the extent permitted by applicable law, and notwithstanding anything in this Agreement to the contrary, the General Partner may, in its sole and absolute discretion, keep confidential from any Limited Partner information to the extent the General Partner reasonably determines that: (i) any disclosure of such information to such Limited Partner would be likely to have a material adverse effect upon the Partnership, a Partner or an investment of the Partnership due to an actual or likely conflict of business interest between such Limited Partner and one or more other parties or an actual or likely imposition of additional statutory or regulatory obligations or constraints upon the Partnership, a Partner or an investment of the Partnership; or (ii) in the case of a Limited Partner that the General Partner reasonably determines cannot or will not adequately protect against the improper disclosure of confidential information, the disclosure of such

ARTICLE IX EXCULPATION AND INDEMNIFICATION OF GENERAL PARTNER ASSOCIATES 9.1 Exculpation. a) Notwithstanding any other provision of this Agreement: i) to the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or any Limited Partner, the General Partner shall not be liable for monetary or other damages to the Partnership or such Limited Partner for the General Partner’s good faith reliance on the provisions of this Agreement or for: (A) losses sustained or liabilities incurred by the Partnership or such Limited Partner as a result of errors in judgment on the part of the General Partner, or any act or omission of the General Partner, if such losses or liabilities were not the result of the General Partner’s willful misfeasance, bad faith or gross negligence in the performance of, or reckless disregard of, its duties under this Agreement; (B) errors in judgment on the part of any Person, or any act or omission of any Person, selected by the General Partner to perform services for or otherwise transact business with the Partnership, provided that, in selecting such Person, the General Partner acted without willful misfeasance, bad faith or gross negligence; or (C) circumstances beyond the General Partner’s control, including the bankruptcy, insolvency or suspension of normal business activities of any broker-dealer, bank or other financial institution holding Partnership Property;

not the result of such General Partner Associate’s willful misfeasance or bad faith; and iii) in no event shall the Liquidator be liable for losses sustained or liabilities incurred by the Partnership or any Limited Partner except to the extent required by law. b) Each General Partner Associate and the Liquidator shall be fully protected in relying in good faith upon the books and records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any of its Partners, officers or agents (including legal counsel, accountants, auditors, appraisers, investment bankers and other independent experts) acting for the Partnership or any Partner as to matters such General Partner Associate or the Liquidator, as the case may be, reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions by the Partnership might properly be made. c) Notwithstanding the foregoing, no exculpation of a General Partner Associate or the Liquidator shall be permitted hereunder to the extent such exculpation would be inconsistent with the requirements of the Securities Laws or of any other applicable law.

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ii) to the extent that, at law or in equity, a General Partner Associate (other than the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or any Limited Partner, such General Partner Associate shall not be liable for monetary or other damages to the Partnership or such Limited Partner for such General Partner Associate’s good faith reliance on the provisions of this Agreement or for losses sustained or liabilities incurred by the Partnership or such Limited Partner as a result of errors in judgment on the part of such General Partner Associate, or any act or omission of such General Partner Associate, if such losses or liabilities were

information to a non-Partner would likely have a material adverse effect upon the Partnership, a Partner, or an investment of the Partnership. b) So long as the General Partner acts pursuant to this Section 8.7 such action by the General Partner shall not constitute a breach of this Agreement or of any duty stated or implied in law or equity provided, however, that any such actions taken or not taken by the General Partner under this Section 8.7 were taken in good faith.

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9.2 Indemnification. a) To the fullest extent permitted by law, the Partnership shall indemnify each General Partner Associate and the Liquidator (each, an “Indemnitee”) from and against any and all Losses, except to the extent that it is Judicially Determined that an act or omission of such General Partner Associate or Liquidator, as the case may be, was the primary cause of such Losses and that such General Partner Associate or Liquidator, as the case may be, is not entitled to be exculpated from such Losses pursuant to the provisions of Section 9.1. b) Reasonable expenses incurred by an Indemnitee who is a party or witness in a Proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of the Proceeding upon receipt by the Partnership of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified hereunder. c) The indemnification provided by this Section 9.2 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to a General Partner Associate or the Liquidator, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s personal representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This subsection (c), however, shall not be construed to entitle any Indemnitee to receive any amount under the provisions of this Article IX in respect of any Losses to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. d) Notwithstanding the foregoing, no indemnification of an Indemnitee shall be permitted hereunder to the 58

extent such indemnification would be inconsistent with the requirements of the Securities Laws or of any other applicable law. e) The Partnership may purchase and maintain insurance, at its own cost and expense, on behalf of any one or more Persons against any liability that may be asserted against or expenses that may be incurred by such Person(s) in connection with the activities of the Partnership, regardless of whether the Partnership would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. g) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. 9.3 Indemnification Period. Indemnification Obligations shall remain in effect for a period of two years after the termination of the Partnership; except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Partnership on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.3, until it is Judicially Determined that the Partnership is not liable for such Loss.

ARTICLE X AMENDMENT; CONSENTS FOR OTHER PURPOSES 10.1 Amendments. a) Subject to Section 10.1(b), the General Partner may amend this Agreement at any time and from time to time, whether by changing any one or more of the provisions hereof, removing any one or more provisions herefrom or adding one or more provisions hereto: i) without obtaining the authorization, approval, agreement, consent or vote of any Limited Partner, for such purpose or purposes as the General Partner may reasonably determine to be necessary, appropriate, advisable or convenient

10.2 Consents for Other Purposes. The General Partner may from time to time determine to submit to the Partnership, for its approval, actions or practices that are not required to be approved by the Partnership or the Limited Partners pursuant to this Agreement (including transactions subject to the provisions of Section 206(3) of the Investment Advisers Act). Any such action or practice will be deemed to have been approved by the Partnership if: (a) no later than thirty (30) days prior to the proposed taking of such action or implementation of such practice, the General Partner gives Notification to the Limited Partners describing such action or practice in reasonable detail and (b) prior to the taking of such action or implementation of such practice, the General Partner obtains the Consent of the Partnership to such action or practice. 10.3 Waiver. The General Partner has general authority, without any obligation to give Notification to any Limited Partner, to waive any provision of this Agreement in any respect provided that such waiver, in the reasonable good faith judgment of the General Partner, does not have and cannot reasonably be expected to have a material adverse effect on the Partnership or any Limited Partner. No waiver of any Management Fee in respect of any one or more Capital Accounts, whether in whole or in part, and no waiver of the conditions otherwise applicable to making Capital Withdrawals from any one or more Capital Accounts, shall, in and of itself, be deemed to have a material adverse effect on the Partnership or on any Limited Partner to whom such a waiver is not granted.

ARTICLE XI WINDING UP, LIQUIDATION AND TERMINATION 11.1 Events Causing Wind Up. The term and business of the Partnership shall be terminated and the Partnership shall be wound up upon the first to occur of the following events, and, except as otherwise required by the Act or other applicable law, no other event shall cause the wind up of the Partnership: a) subject to Section 3.2, the General Partner declares in writing that the Partnership shall be wound up and gives Notification of such declaration to the Limited Partners; 59

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to the management and conduct of the business and affairs of the Partnership, provided that, in the reasonable good faith judgment of the General Partner, such amendment does not have and cannot reasonably be expected to have a material adverse effect on the Partnership or any Limited Partner; ii) without obtaining the authorization, approval, agreement, consent or vote of any Limited Partner, to: (A) otherwise cause the Partnership to comply with any requirement, condition or guideline contained in any U.S. federal, state or foreign law or in any order, directive, opinion, ruling or regulation of a U.S. federal, state or foreign governmental agency or self-regulatory organization; (B) reflect the admission, substitution, termination or withdrawal of Partners after the date hereof in accordance with this Agreement; (C) cure any ambiguity in this Agreement; or (D) provide, pursuant to Section 3.4(b), that any one or more Additional General Partners may possess and exercise any one or more of the rights, powers and authority possessed by the General Partner under this Agreement; iii) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on the Partnership or the Limited Partners generally, if the General Partner gives Notification to the Limited Partners, at least thirty (30) days prior to the implementation of such amendment, setting forth all material facts relating to such amendment, and obtains the Consent of the Partnership to such amendment prior to the implementation thereof; or (iv) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on any one or more specific Limited Partners, if the General Partner receives consent to such amendment from such affected Limited Partner(s). b) Notwithstanding any other provision of Section 10.1(a), this Agreement may not be amended so as to: (a) modify the limited liability of a Limited Partner, without the consent of such Limited Partner or (b) materially reduce the amount of distributions to which such Limited Partner is entitled under this Agreement, without the consent of such Limited Partner.

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b) an Event of Withdrawal or the Bankruptcy of the General Partner; provided, however, that no such Event of Withdrawal or Bankruptcy shall cause the termination of the Partnership if at the time of such Event of Withdrawal or Bankruptcy there is at least one other general partner of the Partnership that has been admitted to the Partnership as a general partner pursuant to Section 3.4(b) and such other general partner carries on the business of the Partnership (it being understood and agreed that this Agreement shall be construed to permit the business of the Partnership to be carried on by such other general partner in the event of an Event of Withdrawal or the Bankruptcy of the General Partner); or c) an order is made by the courts of the Cayman Islands for the winding up of the Partnership under the Act. 11.2 Winding Up. If the Partnership is to be wound up pursuant to Section 11.1, its business and affairs shall be wound up as soon as reasonably practicable thereafter in the manner set forth below. a) The winding up of the business and affairs of the Partnership shall be carried out by a liquidator (the “Liquidator”). Unless otherwise required by law, the Liquidator shall be the General Partner or a Person selected by the General Partner (unless the Partnership is terminated pursuant to the provisions of Section 11.1(c), in which case the Liquidator shall be a person selected by a Majority in Interest of the Limited Partners determined as of the beginning of the Accounting Period during which the decree is entered). b) The Liquidator shall possess full and exclusive right, power and authority, in the name of and for and on behalf of the Partnership, to take such actions as are permitted to be taken by a liquidator under the Act, to the extent the Liquidator reasonably determines such actions are necessary, appropriate, advisable or convenient to effect the orderly winding up of the Partnership’s business and affairs. (c) The winding up of the Partnership shall not commence, unless the General Partner or the Liquidator, as the case may be, resolves or determines otherwise, until notice of winding-up has been filed with the Registrar under the Act. 11.3 Compensation of Liquidator. The Liquidator shall be entitled to receive reasonable compensation 60

from the Partnership, but only from the Partnership’s assets, for its services as liquidator. 11.4 Distribution of Property and Proceeds of Sale Thereof. a) Upon completion of all desired sales, retirements and other dispositions of Partnership Property on behalf of the Partnership, the Liquidator shall, in accordance with the provisions of the Act, distribute the net proceeds of such sales, retirements and dispositions, and any Partnership Property that is to be distributed in-kind, in the following order of priority: i) to pay or make reasonable provision for the payment of the debts, liabilities and obligations of the Partnership to creditors of the Partnership, including, to the extent permitted by applicable law, Partners and former Partners who are creditors of the Partnership (other than liabilities for distributions to Partners and former Partners under the Act); ii) to satisfy liabilities of the Partnership to Partners and former Partners for distributions under the Act; iii) to the Preferred Partners, to the extent of their Adjusted Capital Contributions and any accrued but unpaid Preferred Partner Return; and iv) to the Common Partners, as provided in Section 6.6(a)(iii). b) All distributions required under this Section 11.4(a) shall be at such time as the Liquidator deems appropriate. c) Pursuant to the provisions of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims. d) Amounts in reserves established by the Liquidator pursuant to the Act shall be paid to creditors of the

ARTICLE XII MISCELLANEOUS 12.1 Construction and Governing Law. a) This Agreement, the Subscription Agreement and any documents evidencing substitute Management Fee arrangements, substitute withdrawal arrangements, or substitute carried interest arrangements contain the entire understanding among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, arrangements, inducements or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof and thereof.

b) All provisions of this Agreement and the Subscription Agreements shall be governed by and construed and administered in accordance with the laws of the Cayman Islands without regard to principles of conflict of laws which would result in the application of the laws of any other jurisdiction. c) Any dispute, controversy or question of interpretation arising under, out of, in connection with or in relation to this Agreement or any amendments hereof, or any breach or default hereunder (a “Dispute”), shall be resolved and finally determined by binding arbitration in accordance with the international arbitration rules of the American Arbitration Association (“AAA”). There shall be one independent arbitrator, to be selected by the parties. If the parties cannot agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules. The arbitration shall be held in Miami, Florida, and in the English language. Any award rendered in such proceedings shall be final and binding on the parties hereto and judgment may be entered thereon in any court having jurisdiction thereof. Neither the existence of any dispute, controversy or claim nor the fact that arbitration is pending shall relieve any party of its respective obligations under this Agreement. Each party hereby consents to the exclusive jurisdiction of the arbitration panel described above and irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such arbitration in the foregoing forum. In the event of any such arbitration, the prevailing party shall be entitled to recover from the other parties hereto all costs and expenses which the prevailing party incurs in connection with such arbitration, including reasonable attorneys’ fees incurred before arbitration, during arbitration or on appeal. d) In case any one or more of the provisions contained in this Agreement shall, for any reason, be found or held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid,

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Partnership as set forth in Section 11.4(a)(i).Anyamounts remaining in such reserves after such payments shall be paid as provided in Sections 11.4(a)(ii) and (iii). 11.5 Final Accounts. Within a reasonable time following the completion of the winding up of the business and affairs of the Partnership (excluding, for purposes of this Section 11.5, the disposition of reserves described in Section 11.4(d)), the Liquidator shall furnish to each Partner a statement setting forth the assets and the liabilities of the Partnership as of the date of such completion and each Partner’s share of distributions pursuant to Section 11.4. 11.6 Deficit Capital Accounts. Notwithstanding any other provision of this Agreement, to the extent that, upon completion of the winding up of the business and affairs of the Partnership, there is a deficit in any Partner’s Capital Account, such deficit shall not be an asset of the Partnership and such Partner shall not be obligated to contribute such amount to the Partnership to bring the balance of such Capital Account to zero. 11.7 Statutory Winding-Up, Liquidation and Dissolution. Upon completion of the foregoing winding up and liquidation procedures, the General Partner or the Liquidator, as the case may be, shall file a notice of dissolution with the Registrar in accordance with the Act, whereupon the Partnership shall dissolve. The Limited Partners may not apply to the court for an order that the Partnership be wound up, liquidated and dissolved.

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illegal or unenforceable provision or provisions or any other provisions of this Agreement in that or any other jurisdiction, unless such a construction would be unreasonable. If the General Partner shall determine, with the advice of reputable counsel, that any provision of this Agreement is in conflict with (A) the Securities Laws or (B) other applicable laws, rules, regulations or orders, whether generally or in a particular application, then the conflicting provision or such particular application thereof, as the case may be, shall not be deemed to constitute a part of this Agreement for so long as such conflict exists (provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or any lawful application of any provision, or render invalid or improper any action taken or omitted prior to such determination). In construing the meaning or application of the Securities Laws, counsel to the General Partner may consider the effect of any applicable order or interpretive release issued by the Securities and Exchange Commission or any applicable “no action” or interpretive position issued by the staff of such Commission, that modifies or interprets the Securities Laws. e) If any provision of this Agreement appears to the General Partner to be ambiguous, or inconsistent with any other provision of this Agreement, the General Partner may construe such provision in such manner as it reasonably may determine in good faith, and such construction shall be conclusive and binding as to the meaning to be given to such provision. f) In any case in this Agreement where it is provided that the General Partner may take, approve or agree to a particular action, do a particular thing, or make a particular designation or determination, and such case does not expressly require Limited Partner authorization, approval, agreement or consent or the vote of Limited Partners, the General Partner shall possess full right, power and authority to take, approve or agree to such action, to do such thing, or to make such designation or determination, without obtaining any prior or subsequent authorization, approval, agreement, consent or vote of any Limited Partner (and the General Partner may take, approve or agree to such action, do such thing, or make such

designation or determination, in its sole and absolute discretion on such terms and in such manner as it may deem appropriate), unless otherwise expressly required by this Agreement or by applicable law. g) Each reference in this Agreement to a particular statute or regulation, or provision thereof, shall be deemed to refer to such statute or regulation, or provision thereof, as amended from time to time, or to any superseding statute or regulation, or provision thereof, as is from time to time in effect, as well as to applicable regulations then in effect thereunder. h) In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a day that is not a Business Day, then the final day of such time period shall be deemed to be the next Business Day. i) Except as otherwise stated in this Agreement, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement. The headings to Articles and Sections are for convenience of reference only and shall not form part of or affect the meaning or interpretation of this Agreement. j) Where appropriate, each definition and pronoun in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine, and vice versa. As used in this Agreement, the word “including” shall mean “including without limitation,” and the word “or” is not exclusive. k) The express provisions of this Agreement control and supersede any course of performance or usage of the trade inconsistent with any of the provisions hereof. l) In applying the provisions of this Agreement, it is understood and agreed that, regardless of where this Agreement may be executed by a party hereto, this Agreement is executed and delivered by the parties pursuant to the Act, and that the parties intend that the provisions of this Agreement be given full force and effect pursuant to the principles set forth in the Act. Without limiting the scope of the preceding sentence, to the extent this Agreement modifies or nullifies any provision of the Act that would apply in the absence of such modification or nullification, as permitted by the Act (any such provision of the Act being referred to herein as a

together constitute one and the same instrument. Any writing, including a Subscription Agreement, that has been duly executed by a Person in which such Person has agreed to be bound hereby as a Limited Partner shall be considered a counterpart for purposes of the foregoing. 12.4 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties (and Indemnitees as provided under Article IX) and their respective personal representatives. 12.5 Deed. This Agreement has been executed as a deed by the parties and is delivered and takes effect on the date set out at the beginning of this Agreement. 12.6 Remedies for Breach; Effect of Waiver or Consent. A waiver or consent, express or implied, of or to any breach or default by any Person in the performance by that Person of her/his duties with respect to the Partnership is not a consent to or waiver of any other breach or default in the performance by that Person of the same or any other duties of that Person with respect to the Partnership. Failure on the part of a Person to complain of any act of any other Person or to declare any other Person in default with respect to the Partnership, irrespective of how long that failure continues, shall not constitute a waiver by that Person of its rights with respect to that default until the applicable statute of limitations period has run. 12.7 AEOI and Related Compliance Matters. a) Each Limited Partner acknowledges that the Partnership is or will be obliged to comply with AEOI Legislation (including in order to avoid the potential imposition of withholding tax on certain payments made to or by the Partnership) and covenants and agrees on behalf of itself and its successors and assigns, without further consideration, to promptly prepare, execute, acknowledge, file, record, publish and deliver such other information, representations, certificates, statements, instruments, documents, tax forms, waivers and statements as may be requested by the General Partner or its agents from time to time in their sole discretion in connection with AEOI Legislation relating to such Limited Partner (or its direct or indirect owners or account holders), specifically, but not limited to, forms and documentation which the Partnership, the 63

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“default” provision), such modification or nullification shall apply in preference to such “default” provision. 12.2 Power of Attorney. Each Limited Partner hereby irrevocably constitutes and appoints each and every General Partner, with full power of substitution, its true and lawful attorney-in-fact and agent, and empowers and authorizes such attorney, in the name, place, and stead of such Limited Partner, to make, execute, sign, swear to, acknowledge and file in all necessary or appropriate places all documents relating to the Partnership and its activities, including, but not limited to: (a) the Partnership Agreement and any amendments thereto; (b) any applications, forms, certificates, statements, reports, or other documents that may be requested or required by any U.S. federal, state, foreign, local or other governmental agency, securities exchange, securities association, self-regulatory organization, or similar institution and that are deemed necessary or advisable by the General Partner; (c) any other instrument that may be required to be filed or recorded in any U.S. state or county or foreign jurisdiction, or by any governmental agency, or that the General Partner deems advisable to file or record, including, without limitation, certificates of assumed name; (d) any documents that may be required to effect the continuation of the Partnership, the admission of additional Limited Partners, the admission of substitute Limited Partners, or the termination or dissolution of the Partnership, provided such continuation, admission, termination or dissolution are in accordance with the terms of the Partnership Agreement; (e) to make certain elections contained in any applicable law governing taxation of limited partnerships; and (f) to perform any and all other ministerial duties or functions necessary for the conduct of the business of the Partnership; hereby ratifying and confirming all actions that may be taken by said attorney-in-fact pursuant to this Section 12.2. This power of attorney is coupled with an interest and shall continue notwithstanding the subsequent incapacity of the Limited Partner. 12.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall

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General Partner or its or their agents may require to determine whether or not the relevant investment is a “US Reportable Account” for the purposes of AEOI Legislation and to comply with the relevant due diligence procedures in making such determination. b) Each Limited Partner acknowledges that the Partnership, the General Partner or its or their agents may or will be obliged to provide or disclose any information and other documentation it receives from a Limited Partner in connection with AEOI Legislation and/or any other financial or account information with respect to the Limited Partner’s investment in the Partnership to (i) the Cayman Islands International Tax Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI Legislation), or the fiscal authorities of the relevant third country for which the AEOI Legislation information is required (“Foreign Fiscal Authority”) and/or any other governmental agencies of the Cayman Islands or a Foreign Fiscal Authority where the provision of that information is required to ensure compliance by the Partnership, the General Partner or its or their agents with its or their obligations under the AEOI Legislation or to avoid being subject to withholding tax or other liabilities under the AEOI Legislation and (ii) a withholding agent where the provision of that information is required by such withholding agent to avoid the application of any withholding tax on any payments to the Partnership. Each Limited Partner, notwithstanding any other provision of this Agreement, agrees to the foregoing disclosure and, to the maximum extent permitted by applicable law, waives, and/or shall cooperate with the Partnership, the General Partner and its or their agents to obtain a waiver of, the provisions of any applicable laws which would, absent a waiver (i) prohibit the disclosure by the Partnership, the General Partner or its or their agents of the information or documentation requested from the Limited Partner pursuant to this clause, or (ii) prohibit the reporting of financial or account information by the Partnership, the General Partner or its or their agents required pursuant to the AEOI Legislation, or (iii) otherwise prevent compliance by the Partnership,

the General Partner or its or their agents with its or their obligations under the AEOI Legislation. c) If any Limited Partner fails to or does not timely provide the AEOI Legislation information, representation and/or other documentation or additional waiver(s) requested by the Partnership, the General Partner or its or their respective agents, or the material provided is in any way misleading, as applicable, whether or not that actually leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax (directly or indirectly) under AEOI Legislation, the General Partner shall have full authority to take such steps (whether immediately or at such other time as the General Partner determines in its discretion) as the General Partner determines in its sole discretion are necessary or advisable to mitigate the consequences of such Limited Partner’s non-compliance including, without limitation (and whether separately or by a combination and in addition to all other remedies available at law or in equity): (i) the allocation of any AEOI Legislation withholding taxes attributable to such noncompliance to the relevant non-compliant Limited Partner; (ii) termination of the non-compliant Limited Partner’s investment and requiring a compulsory withdrawal of all or a portion of the non-compliant Limited Partner’s investment; (iii) prohibiting in whole or part the non-compliant Limited Partner from participating in additional investments; (iv) holding back from any distributions proceeds or deducting from the non-compliant Limited Partner’s partnership accounts and retaining amounts sufficient to satisfy the Limited Partner’s AEOI Legislation related indemnity provisions under this Agreement and (v) without limitation to the foregoing, taking any of the actions contemplated in this Agreement with respect to such non-compliant Limited Partner as if such Limited Partner had failed to make a Capital Contribution required under this Agreement. d) Without limitation to the foregoing, in the event any amounts are withheld from payments made to the Partnership (or any entity in which the Partnership holds an interest) pursuant to AEOI Legislation,

12.8 No Third Party Beneficiaries. A Person who is not a party to this Agreement has no right to enforce directly any term of this Agreement, subject to the Contracts (Rights of Third Parties) Law, 2014 of the Cayman Islands or any law having similar effect. 12.9 Electronic Transactions Law and Interpretation. In this Agreement: a) words importing the singular number include the plural number and vice versa; b) “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record (as defined in the Electronic Transactions Law (2003 Revision) (the “Electronic Transactions Law”)); c) “shall” shall be construed as imperative and “may” shall be construed as permissive; d) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; e) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; f) the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); g) any requirements as to delivery under this Agreement include delivery in the form of an Electronic Record; h) any requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law; and i) sections 8 and 19(3) of the Electronic Transactions Law shall not apply. [Signatures on following page.]

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any such withheld taxes shall, at the discretion of the General Partner and to the extent reasonably possible, be allocated or apportioned to those Limited Partners whose failure to provide information or otherwise cooperate with the Partnership with respect to AEOI Legislation results (directly or indirectly) in the imposition of such withheld taxes. e) Each Limited Partner acknowledges that the General Partner will determine, in its sole discretion, whether and how to comply with AEOI Legislation, and any such determinations shall include, but not be limited to, an assessment of the possible burden to Limited Partners, the Partnership, the General Partner and any agents of the Partnership of timely collecting information and/or documentation. f) Each Limited Partner acknowledges and agrees that it shall have no claim against the Partnership, the General Partner or any of the Partnership’s or General Partner’s agents, or any other Limited Partner, investor, or any partner, member, Limited Partner, director, manager, officer, employee, delegate, agent, affiliate, executor, heir, assign, successor or other legal representative of any of the foregoing persons, for any damages or liabilities attributable to any AEOI Legislation compliance related determinations pursuant to this clause and each Limited Partner agrees to indemnify the foregoing and hold them harmless against any AEOI Legislation related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes which such persons may incur as a result of any action or inaction (directly or indirectly) of the Limited Partner (or any related person) in connection with its failure to comply with its AEOI Legislation related obligations to the Partnership, the General Partner or its or their respective agents. The foregoing exculpation and indemnity provisions shall be in addition to and supplement any other exculpation and indemnity provided under this Agreement or a Limited Partner’s Subscription Agreement and shall, to the maximum extent permitted by applicable law, survive the Limited Partner’s death, bankruptcy, insolvency or any similar proceedings or any disposition of its interest in the Partnership.

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Third Amended and Restated Exempted Limited Partnership Agreement as of the date first above written.

Executed as a Deed by General Partner: IDC Management, Ltd.

Executed as a Deed by:

By: Name: Richard Aitkenhead Castillo Title: Director

By: Name: Ana Luisa Martínez Mont Title: Director

In the presence of:

Name: Paula Medrano Sánchez Witness

AF Investors Corp.

Executed as a Deed by: LIMITED PARTNERS Each Person that shall execute and deliver a Limited Partnership Agreement Joinder Signature Page in the form attached to the Subscription Agreement (which signature page constitutes a counterpart signature page to this Agreement) shall, upon acceptance of the Subscription Agreement and the Joinder Signature Page by the General Partner, be accepted as a Limited Partner to the Partnership. IDC Management, Ltd. As Attorney-in-Fact and Agent for and on behalf of the Limited Partners

By: Name: Title: In the presence of: Name: Witness

NAME AND ADDRESS OF LIMITED PARTNER

CLASS OF INTEREST

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EXHIBIT A Schedule of Limited Partners and Capital CAPITAL CONTRIBUTION

EXHIBIT B Investment Guidelines Type of projects: Acquisition of full ownership or controlling stakes in operating companies in order to transform and increase equity value. Industry: Food industry with focus in animal protein, animal nutrition and breeding industries, as well as complementary categories such as cold meats, protein value added products, alternative animal protein, and protein dedicated retail, among others. Geography: Focused in Central America and Caribbean Region. Opportunistic plays in South America. Targets: Targeting relevant players (industry leaders or top challengers) in specific markets, plus acquisition of complementary companies with strategic synergies with existing assets. Value creation thesis: Active fund with dedicated and industry experienced team. Dedicated to a limited number of assets. Adding value through business enhancement and transformation. Other: No limitations on percentages of maximum concentration of single investments or related investments.

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EX H I BI T B SUBSCRIPTION AGREEMENT OF ASCEND FUND, L .P.

ASCEND FUND, L.P. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the “Agreement”), is made by and among ASCEND FUND, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), AF Investors Corp., a Cayman Islands exempted company (“AFIC”), and the signatory to this Agreement (the “Subscriber”) (the Partnership, AFIC and the Subscriber may be referred to collectively as the “Parties”).

RECITALS: AFIC is offering for transfer a total of up to $55,000,000 of Common Interests in the Partnership (the “Common Interests”), consisting of 55,000 Common Interests priced at $1,000 per Common Interest. AFIC is also offering a total for transfer of up to $40,000,000 of Preferred Interests in the Partnership (the “Preferred Interests”), consisting of 40,000 Preferred Interests priced at $1,000 per Preferred Interest. The Subscriber wishes to subscribe for and purchase Interests (Preferred Interests or Common Interests, or both) in the Partnership, the Partnership and AFIC wish to accept the subscription and purchase of the Subscriber, and AFIC wishes to sell and transfer Interests to the Subscriber, subject to the terms and conditions set forth in this Agreement. Subscriber has received and reviewed the Confidential Private Offering Memorandum for the Partnership, dated June 1, 2020 (the “Memorandum”), and the Partnership’s Third Amended and Restated Exempted Limited Partnership Agreement (the “LPA”), which is an Exhibit to the Memorandum. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the LPA. The terms of the LPA are incorporated herein by this reference. NOW, THEREFORE, for and in consideration of the premises and mutual covenants and obligations contained 68

in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

CERTAIN DEFINITIONS Unless the context of this Agreement otherwise provides, capitalized terms used in this Agreement shall have the following meanings: “AEOI” means: (i) sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 and any associated legislation, regulations or guidance, and any other similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes; (ii) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard (the “CRS”) and any associated guidance; (iii) any intergovernmental agreement, treaty, regulation, guidance, standard or other agreement between the Cayman Islands (or any Cayman Islands government body) and any other jurisdiction (including any government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in sub-paragraphs (i) and (ii); and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the matters outlined in the preceding sub-paragraphs. “AFIC” is defined in the Recitals. “Common Interests” is defined in the Recitals. “Common Partners” means Limited Partners which own Common Interests. “Damages” means any and all damages, disbursements, suits, claims, liabilities, obligations, judgments, fines, penalties, charges, amounts paid in settlement, costs and expenses (including, without limitation, attorneys’ fees and expenses), and interest on any of the foregoing. “Default Rate” means the lesser of (a) the aggregate of

SUBSCRIPTION AND PURCHASE Subscription. The Subscriber hereby subscribes to purchase from AFIC the number and class of Interests set forth on Schedule 1 to this Agreement (the “Subscription”)

for the subscription price of: (i) $1,000 per Interest, in the case of Common Interests (the “Common Subscription Price”), and (ii) $1,000 per Interest, in the case of Preferred Interests (the “Preferred Subscription Price”) (collectively, the “Subscription Price”). The Subscriber understands that AFIC intends to sell and transfer to investors executing Subscription Agreements up to: (a) 55,000 of its Common Interests at an initial price of $1,000 per Common Interest, and (b) 40,000 of its Preferred Interests at an initial price of $1,000 per Preferred Interest. Purchase of Interests. The Subscriber hereby delivers to AFIC a check payable to “AF Investors Corp.”, or a wire transfer of immediately available funds, in an amount equal to the Subscription Price (the “Payment”) for all of the Interests subscribed for by Subscriber pursuant to this Agreement (the “Subscribed Interests”). Acceptance or Rejection of Subscription. The Subscription by the Subscriber is irrevocable. Each of AFIC and the Partnership has the right, in their discretion, to accept or reject the Subscription from the Subscriber. If AFIC or the Partnership rejects the Subscription, AFIC will promptly return the Payment to the Subscriber without interest or deduction. If AFIC and the Partnership accept the Subscription, AFIC and/or the Partnership will promptly notify the Subscriber and AFIC will transfer and deliver to the Subscriber the number of Subscribed Interests which Subscriber has purchased and paid for at the Common Interest Closing, in the case of a subscription for Common Interests, and at the appropriate Preferred Interest Closing, in the case of a subscription for Preferred Interests. Closing. The initial subscription period for the sale of Common Interests will close on or before June 30, 2020 (such date to be the “Common Interest Closing”). The initial subscription period for the sale of Preferred Interests will close on August 15, 2020 (such date to be the “Initial Preferred Interest Closing”). The General Partner and AFIC are entitled, at their sole discretion, to continue to accept subscriptions for Preferred Interests and to hold one or more subsequent closings (each a “Subsequent Closing”). The final closing of Preferred Interests will occur on the earlier of (i) the date on which AFIC sells all of its Preferred Interests, or (ii) five (5) months after the Initial Preferred Interest Closing (such date to be the “Final Preferred Interest Closing”; the Initial Preferred Interest Closing, each Subsequent Closing, and the Final 69

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the Prime Rate and eight percent (8%) per annum or (b) the maximum rate permitted by applicable law. “Entity” means any domestic or foreign corporation, partnership (whether general or limited), joint venture, limited liability company, business trust or association, trust, estate, unincorporated association or organization, custodian, government (or political subdivision, department or agency thereof), cooperative or other entity, whether acting in an individual or representative capacity. “General Partner” means IDC Management, Ltd. a company organized under the laws of the Cayman Islands, in its capacity as the general partner of the Partnership. “Interests” mean the limited partnership interests of the Partnership. Interests consist of Common Interests and Preferred Interests. “Limited Partners” means the owners of Interests, including the Subscriber. “LPA” is defined in the Recitals. “Memorandum” is defined in the Recitals. “Person” means any individual or Entity. “Preferred Interests” is defined in the Recitals. “Preferred Partners” means Limited Partners which own Preferred Interests. “Prime Rate” means the rate of interest per annum publicly announced from time to time by Citibank, N.A. (or any successor thereto) as its prime or base rate in effect at its principal office in New York City. The Prime Rate is not intended to be the lowest rate of interest charged by such bank in connection with extensions of credit to debtors. “Subscription Price” is defined in Section 2.1. “Subsidiaries” are the Entities the Partnership has invested capital in, or will invest capital in, and/or make loans to. Subsidiaries may be owned, directly or indirectly, entirely by the Partnership, or jointly with other shareholders. The Partnership may own voting and/or nonvoting shares in its Subsidiaries, and may rely on other Persons to manage such Subsidiaries. “U.S. Person” means a citizen or resident of the United States or an Entity organized under the laws of the United States or any state thereof.

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Preferred Interest Closing are each referred to herein as a “Preferred Interest Closing”). After AFIC ceases offering its Interests to investors, the General Partner may cause the Partnership to offer, sell and issue Interests to new investors. Such Interests shall be issued at such price(s) and on such terms as may be reasonably determined by the General Partner. Execution of LPA. Simultaneously with the execution of this Agreement, the Subscriber shall execute and deliver a duly completed joinder signature page to the LPA in the form attached hereto. Default; Remedies. Event of Default. The failure by Subscriber to pay for any portion of the Subscription Price required to be paid by Subscriber pursuant to this Agreement shall constitute an “Event of Default” by Subscriber. Upon the occurrence of an Event of Default, the Partnership and AFIC, as the case may be, may, in their sole discretion, impose one or more remedies on the Subscriber to the full extent permitted by law, all as described in Section 5.6 of the LPA. Such remedies include, among others, the forfeiture of Subscriber’s Interests. Cumulative Remedies. No right, power or remedy conferred upon the Partnership or AFIC in this Agreement or the LPA shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 2.6 or now or hereafter available at law or in equity or by statute or otherwise. No course of dealing between the Partnership or AFIC and Subscriber and no delay in exercising any right, power or remedy conferred in this Agreement or the LPA or now or hereafter existing at law or in equity or by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power or remedy. Adequacy of Remedies. Subscriber acknowledges and agrees that: (i) it has been issued Subscribed Interests in reliance upon its agreements to pay for Subscribed Interests in the amounts, and at the times, required by this Agreement, (ii) the Partnership and AFIC may have no adequate remedy at law for a breach of the provisions of Sections 2.1 and 2.2, and that damages resulting from a breach hereof may be impossible to ascertain at the time hereof or at the time of such breach, and (iii) the remedies provided in this Agreement and the LPA are an effective and 70

reasonable means to insure the Partnership and AFIC can satisfy their obligations, and are not intended as a penalty.

REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER Representations and Warranties. The Subscriber hereby represents and warrants to the Partnership and AFIC as follows: The Subscriber has all of the requisite power and authority to enter into this Agreement, to carry out the provisions hereof, and to acquire and hold the Subscribed Interests to be purchased by the Subscriber. This Agreement has been duly executed and delivered by the Subscriber and, when executed and delivered by the Partnership and AFIC, will constitute a valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The execution and delivery of this Agreement by the Subscriber and the performance of its duties and obligations hereunder (i) do not and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under (A) any charter, by-laws, trust agreement, partnership agreement or other governing instrument applicable to the Subscriber, or (B) (1) any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement or understanding, or (2) any license, permit, franchise or certificate, in either case to which Subscriber or any of its Affiliates is a party or by which Subscriber or any of them is bound or to which Subscriber’s or any of their properties are subject; (ii) do not require any authorization or approval under or pursuant to any of the foregoing; or (iii) do not violate any statute, regulation, law, order, writ, injunction or decree to which Subscriber or any of its Affiliates is subject. If the Subscriber is an individual, he or she is over 21 years of age and has the capacity to execute, deliver and perform this Agreement. If the Subscriber is not an individual, it is an Entity currently in good standing under its jurisdiction of organization and all other applicable jurisdictions and was not formed for the specific purpose of acquiring the Subscribed Interests. The Subscriber is not a U.S. Person. All of the information provided by Subscriber pursuant to this Agreement is true, correct and complete in all

risk of its investment in the Subscribed Interests for an indefinite period of time. The Common Interests have only limited voting rights and, consequently, Subscriber will not have the ability to vote on or participate in matters relating to the operation and management of the Partnership. The Preferred Interests have no voting rights whatsoever. Subscriber confirms that it has received the offer of the Subscribed Interests outside of the United States and that it has completed, executed and delivered this Agreement outside of the United States. The Subscriber is subscribing to purchase the Subscribed Interests solely for the Subscriber’s own account, for investment, and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. The Subscriber agrees not to resell the Subscribed Interests without compliance with the terms of this Agreement, the LPA, the Securities Act and any other applicable securities laws. The Subscriber further agrees not to resell or transfer the Subscribed Interests to U.S. Persons. The Subscriber is an “Accredited Investor” as that term is defined in Rule 501 under the Securities Act. In this connection, the Subscriber hereby confirms that the Subscriber falls within one or more of the following categories (please check all boxes that apply): __ The Subscriber is a natural person whose individual net worth or joint net worth with that person’s spouse, at the time of this purchase, exceeds $1,000,000 (excluding the value of the primary residence of such person). __ The Subscriber is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in this year. __ The Subscriber is a general partner of the Partnership, or a director, executive officer, or general partner of the general partner of the Partnership. __ The Subscriber is a corporation, business trust or partnership not formed for the specific purpose of acquiring the Subscribed Interests, with total assets in excess of $5,000,000. __ The Subscriber is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Subscribed Interests and whose purchase is directed by a sophisticated person. 71

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respects. Any other information Subscriber has provided to the Partnership or AFIC about it is correct and complete as of the date of this Agreement. There is no litigation, investigation or other proceeding pending or, to Subscriber’s knowledge, threatened against Subscriber or any of its Affiliates which, if adversely determined, would adversely affect Subscriber’s business or financial condition or Subscriber’s ability to perform its obligations under this Agreement. No consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on Subscriber’s part is required for the execution and delivery of this Agreement by Subscriber or the performance of Subscriber’s obligations and duties hereunder. The Subscriber acknowledges that the Subscribed Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any jurisdiction, foreign or domestic, in reliance on exemptions from such registration for transactions not involving any public offering or sales to U.S. Persons. Consequently, such Subscribed Interests may not be sold or otherwise transferred, except in a transaction which is either registered under the Securities Act and other applicable securities laws, or exempt from or not subject to the registration requirements of the Securities Act and other applicable securities laws. Subscriber also understands that the Partnership does not have any obligation or intention to register the Subscribed Interests for sale under the Securities Act, any other securities laws or of supplying information which may be necessary to enable Subscriber to sell the Subscribed Interests; and that Subscriber has no right to require the registration of the Subscribed Interests under the Securities Act, or any other applicable securities laws. The Subscriber acknowledges that there are restrictions on Subscriber’s ability to resell the Subscribed Interests. There will be no ready market for the Interests in the Partnership, and the ability of a Limited Partner to transfer his Interests in the Partnership will be subject to substantial restrictions set forth in the LPA, including restrictions under applicable securities laws, and, in the case of Common Interests, a right of first refusal in favor of the General Partner. In addition, any transfer of Interests must generally be approved by the General Partner. Accordingly, Subscriber will have to bear the economic

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__ The Subscriber is an entity in which all of the equity owners are Accredited Investors. Upon written request by the Partnership, the Subscriber shall provide the Partnership such documents as the Partnership may reasonably request to confirm that Subscriber satisfies the definition(s) checked above. Subscriber (either alone or with its purchaser representative) (i) is knowledgeable and experienced with respect to financial, tax and business matters, (ii) is capable of evaluating the risks and merits of investing in the Subscribed Interests, (iii) has not relied on the General Partner, any promoter or any Person affiliated with the Partnership or their respective agents in connection with Subscriber’s investment decision in the Subscribed Interests, (iv) acknowledges that no Person has been authorized to give any information or to make any representation concerning the Partnership or the Subscribed Interests other than those set forth in this Agreement or in the Memorandum, (v) can bear the economic risk of an investment in the Subscribed Interests for an indefinite period of time, and (vi) can afford to suffer the complete loss of Subscriber’s investment in the Subscribed Interests. Neither AFIC nor the Partnership take responsibility for, nor can they provide any assurance as to the reliability of, any information that others may give Subscriber. Subscriber will rely only on Subscriber’s own investigation of the Partnership and the materials included with this Agreement. Subscriber has received, reviewed and understands the Memorandum (including the Risk Factors described therein) and has had an opportunity to consult his legal and tax advisors with respect to this Agreement and an investment in the Subscribed Interests. Subscriber hereby approves the structure and ownership of the Partnership and its Subsidiaries, as described in the Memorandum, and all the transactions described in the Memorandum, including the fees and distributions (whether in cash or in kind) that will be paid to the General Partner, and acknowledges that this Subscription is made on the terms set forth in the Memorandum and is subject to the LPA. Subscriber has been given access to, and prior to the execution of this Agreement, was provided with an opportunity to ask questions of, and receive answers from, the Partnership and its principals concerning the terms and conditions of the offering of the Subscribed Interests, and obtain any other information which Subscriber and 72

its investment representative and professional advisors requested with respect to the Subscribed Interests and the Partnership in order to evaluate Subscriber’s investment and verify the accuracy of all information furnished to Subscriber regarding an investment in the Subscribed Interests. All such questions, if asked, were answered satisfactorily, and all information or documents provided, including but not limited to, the Memorandum and the LPA, were found to be satisfactory by the Subscriber. All representations and warranties made by the Subscriber in Section 3.1 shall survive the execution and delivery of this Agreement, any investigation at any time made by Subscriber or on Subscriber’s behalf and the sale of the Subscribed Interests.

COMPLIANCE REPRESENTATIONS. Compliance Representations. Subscriber hereby represents and warrants to and for the benefit of the Partnership and AFIC that: it is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act of 1970 (“BSA”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act (the “Patriot Act”), the Financial Crimes Enforcement Network (“FinCEN”), the laws, regulations and guidance of the Cayman Islands applicable to anti-money laundering and the combating of terrorist financing, as amended and revised from time to time, including, but not limited to, the Proceeds of Crime Law (2020 Revision), the Misuse of Drugs Law (2017 Revision), the Terrorism Law (2018 Revision), the Anti-Money Laundering Regulations (2020 Revision) and the Guidance Notes on the Prevention and Detection of Money Laundering in the Cayman Islands and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other agency rules and regulations, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance. “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control; neither (i) the Subscriber, any Affiliate of the Subscriber nor any Person controlled by the Subscriber, its beneficial

Exposed Person. “Family Member” means the spouse, parent, sibling or child of a Politically Exposed Person. “Politically Exposed Person” means (A) a person who is or has been entrusted with prominent public functions by a foreign (non-Cayman Islands) jurisdiction, for example, a Head of State or of government, a senior politician, a senior government, judicial or military official, a senior executive of a state-owned corporation or an important political party official; (B) a person who is or has been entrusted domestically (in the Cayman Islands) with prominent public functions, for example, a Head of State or of government, a senior politician, a senior government, judicial or military official, a senior executive of a stateowned corporation or an important political party official; and (C) a person who is or has been entrusted with a prominent function by an international organization as a member of senior management, such as a director, a deputy director or a member of the board or equivalent. “Close Associate” means any natural person who is known to hold the ownership or control of a legal instrument or Person jointly with a Politically Exposed Person, or who maintains some other kind of close business or personal relationship with a Politically Exposed Person, or who holds the ownership or control of a legal instrument or Person which is known to have been established for the benefit of a Politically Exposed Person; and to the best of its knowledge, its subscription funds do not originate from, nor will they be routed through, an account maintained at a Shell Bank, and/or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. “Shell Bank” means any institution that accepts currency for deposit and that (i) has no physical presence in the jurisdiction in which it is incorporated or in which it is operating, as the case may be, and (ii) is unaffiliated with a regulated financial group that is subject to consolidated supervision. A “Non-Cooperative Jurisdiction” is any foreign country or territory that is designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force. The Subscriber acknowledges and agrees that (i) should the Subscriber or any Related Person be, or become at any time during its investment in the Partnership, a Sanctions Subject (a “Sanctioned Persons Event”), the Partnership or 73

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owners, controllers or authorized persons (“Related Persons”); nor (ii) to the knowledge of the Subscriber, if the Subscriber is a privately held entity, any Person otherwise having a direct or indirect beneficial interest (other than with respect to an interest in a publicly traded entity) in the Subscriber; nor (iii) to the Subscriber’s knowledge, any Person for whom the Subscriber is acting as agent or nominee in connection with this investment, is a country, territory, Person, organization or entity (A) named on the OFAC List or any other any list of sanctioned entities or individuals maintained pursuant to European Union (“EU”) and/or United Kingdom (“UK”) Regulations (as the latter are extended to the Cayman Islands by Statutory Instrument), (B) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, OFAC, the EU and/or the UK apply, or (C) otherwise subject to sanctions imposed by the United Nations, OFAC, the EU or the UK (including as the latter are extended to the Cayman Islands by Statutory Instrument) (collectively, a “Sanctions Subject”). “OFAC List” is any list of prohibited countries, individuals, organizations and entities that is administered or maintained by OFAC, including: (A) Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other similar executive orders, (B) the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) maintained by OFAC), and/or on any other similar list (“Other Lists”) maintained by OFAC pursuant to any authorizing statute, executive order or regulation, or (C) a “Designated National” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; unless disclosed in writing to the Partnership on the date hereof, (i) the Subscriber is not a Politically Exposed Person, or a Family Member or a Close Associate of a Politically Exposed Person, (ii) the Subscriber is not controlled by a Politically Exposed Person, or a Family Member or a Close Associate of a Politically Exposed Person, and (iii) none of the direct or indirect owners of the Subscriber (other than any owner(s) of any interest(s) in a publicly-traded entity) is a Politically Exposed Person, or a Family Member or a Close Associate of a Politically

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its duly authorized delegates may, immediately and without notice to the Subscriber, cease any further dealings with the Subscriber and/or the Subscriber’s interest in the Partnership until the Subscriber ceases to be a Sanctions Subject or a license is obtained under applicable law to continue such dealings, and (ii) the Partnership and the General Partner shall have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the Subscriber as a result of a Sanctioned Persons Event. All representations and warranties made by the Subscriber in Section 4.1 shall survive the execution and delivery of this Agreement, any investigation at any time made by Subscriber or on Subscriber’s behalf and the issue and sale of the Subscribed Interests. AEOI. The Subscriber acknowledges and agrees that: the Partnership is required to comply with the provisions of AEOI; it will provide, in a timely manner, such information regarding the Subscriber and its beneficial owners and such forms or documentation as may be requested from time to time by the Partnership (whether by the General Partner or other agents) to enable the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Partnership may require to determine whether or not the relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; any such forms or documentation requested by the Partnership, the General Partner or any of their agents pursuant to subsection (b) above, or any financial or account information with respect to the Subscriber’s investment in the Partnership, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Partnership; for itself, and for and on behalf of its beneficial owners 74

and controllers where applicable, it waives, and/or shall cooperate with the Partnership and the General Partner to obtain a waiver of, the provisions of any law which: prohibit the disclosure by the Partnership, the General Partner or by any of their agents of the information or documentation requested from the Subscriber pursuant to subsection (b) above; prohibit the reporting of financial or account information by the Partnership, the General Partner or any of their agents required pursuant to AEOI; or otherwise prevent compliance by the Partnership with its obligations under AEOI; and if it provides information and documentation that is in anyway misleading, or it fails to provide the Partnership, the General Partner or any of their agents with the requested information and documentation necessary in either case to satisfy the Partnership’s obligations under AEOI, the General Partner reserves the right (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Partnership) (together, as used in this subsection (e), “costs”) under AEOI): to take any action and/or pursue all remedies at its disposal including, without limitation, compulsory redemption or withdrawal of the Subscriber; and to hold back from any redemption proceeds or distributions, or to deduct from the Subscriber’s applicable account, any costs caused (directly or indirectly) by the Subscriber’s action or inaction. The Subscriber shall have no claim against the Partnership, the General Partner or any of their agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI. Subscriber agrees that, upon receiving a request from the Partnership, the Subscriber shall provide information reasonably required by the Partnership to confirm that the representations, warranties and covenants contained herein continue to be true and to comply with all applicable anti-money laundering and antiterrorist laws, regulations and executive orders. The Subscriber consents to the disclosure to United States and Cayman Islands regulators and law enforcement

MISCELLANEOUS Indemnification. Subscriber hereby agrees to indemnify AFIC, the Partnership, the General Partner, and their respective members, shareholders, partners, officers, directors, employees, subsidiaries, Affiliates and representatives (collectively, the “Partnership Affiliates”), and to hold each of them harmless from and against any and all Damages due to or arising out of a breach of a representation, warranty or agreement by Subscriber, whether contained in this Agreement, the LPA or any other document provided by Subscriber to the Partnership in connection with Subscriber’s investment in the Subscribed Interests. Subscriber hereby further

agrees to indemnify the Partnership and any Partnership Affiliates and to hold them harmless from and against any and all Damages arising out of the sale or transfer of Subscribed Interests by Subscriber in violation of the Securities Act or other applicable law. No Disposition. Subscriber will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of the Subscribed Interests (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Subscribed Interests) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, with other applicable securities laws, and the terms of the LPA. RISK FACTORS. Subscriber acknowledges and warrants that it has reviewed and understands the risk factors set forth in the Memorandum, which represent some of the potential risks presented by an investment in the Subscribed Interests. Subscriber understands and assumes the risks of its purchase of the Subscribed Interests sold hereunder. Further Assurances. Subscriber agrees to provide, if requested, any additional information that may be requested or required to determine Subscriber’s eligibility to purchase the Subscribed Interests. Assignability. This Agreement and the rights and obligations of the Subscriber under this Agreement shall not be assignable or transferable by the Subscriber without the prior written consent of the Partnership and AFIC. Any instrument purporting to make an assignment in violation of this Section 5.5 shall be void. All covenants, agreements, representations, warranties and undertakings in this Agreement made by and on behalf of any Party shall bind and inure to the benefit of the successors and permitted assigns of such Party. Governing Law. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to any conflict of law rule or principle that would give effect to the laws of another jurisdiction. Notices. All notices, requests and other communications to any party hereunder shall be in writing and sufficient if delivered by hand, by registered and certified mail (postage prepaid with return receipt requested) or by overnight courier service, in each case addressed as follows: 75

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authorities by the Partnership of such information about the Subscriber that the Partnership reasonably deems necessary or appropriate to comply with applicable antimoney laundering and anti-terrorist laws, regulations, and executive orders. Subscriber agrees that as a condition of any transfer of any of its direct or indirect interest in the Partnership, the Partnership has the right to require full compliance with these representations, warranties and covenants, to the reasonable satisfaction of the Partnership, by and with respect to any transferee and any Person who owns or otherwise controls the transferee. Subscriber agrees that any breach of these representations, warranties and covenants that causes a breach or violation or failed condition under any documents by which the Partnership or any of its Subsidiaries is bound (such as loan or bank account documents) may result in liability to the Partnership. Subscriber acknowledges and agrees that if, following its investment in the Partnership, Subscriber breaches any of its representations, warranties or covenants set forth in this Section 4, the Partnership may exercise any or all of the following remedies: prohibit additional investments by Subscriber in the Partnership, segregate the assets constituting the investment in accordance with applicable OFAC laws and regulations, require Subscriber’s withdrawal from the Partnership pursuant to Section 6.3 of the LPA, and/or report such action to government authorities. The Subscriber further acknowledges that it will have no claim against the Partnership or its Affiliates for any form of Damages as a result of any of the foregoing actions.

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If to the Partnership: c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands If to AFIC: c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands If to the Subscriber: See Schedule 1 to this Agreement or to such other address as the Party to whom notice is to be given may have furnished to the other Parties in writing in accordance herewith. Each such notice, request or communication shall be effective when so delivered by hand, on the fifth day following the date on which such communication is sent when delivered by registered and certified mail and on the first business day following the date on which such communication is sent when delivered by overnight courier service. Amendment or Waiver. Except as expressly stated herein, neither this Agreement nor any terms hereof may be amended, waived, discharged or terminated unless such amendment, waiver, discharge or termination is in writing signed by all of the Parties or, in the case of a waiver, by the Party waiving compliance. Entire Agreement. This Agreement constitutes the entire and only agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, commitments or understandings, whether written or verbal, that the Parties hereto may have had with respect to the subject matter hereof, including any drafts of a term sheet relating to the transactions contemplated hereby. Reliance. Subscriber hereby acknowledges that its representations, warranties, acknowledgments and agreements in this Agreement will be relied upon by the Partnership and AFIC in determining its suitability as a purchaser of Subscribed Interests. Counterparts. This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Power of Attorney. Subscriber, by its execution of this Agreement as a deed, hereby appoints the Partnership, with power of substitution, as his lawful attorney in his name to execute, acknowledge, swear to (and deliver as may be appropriate) on his behalf and file and record in 76

the appropriate public offices and publish (as may in the reasonable judgment of the Partnership be necessary or appropriate), all deeds, agreements, assignments, certificates and other documents which the Partnership deems appropriate to give effect to the terms and conditions hereof. The above power of attorney shall be irrevocable, coupled with an interest, and deemed to be given to secure a proprietary interest of the donee of the power or performance of an obligation owed to the donee and shall survive and shall not be affected by the subsequent death, lack of capacity, insolvency, bankruptcy or dissolution of Subscriber. Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid. Drafter of Documents/Counsel. By signing this Agreement, the Subscriber (i) acknowledges that Shutts & Bowen LLP has prepared the organizational, subscription and related documents for the Partnership (the “Partnership Documents”) as counsel for the Partnership, (ii) acknowledges that the Partnership has recommended that the Subscriber engage separate counsel to review the Partnership Documents on the Subscriber’s behalf, and (iii) waives any actual or potential conflict of interest with Shutts & Bowen LLP representing the General Partner, AFIC or the Partnership with respect to the preparation of the Partnership Documents in the event Shutts & Bowen LLP has represented, is representing or will represent the Subscriber in past, present or future matters, as applicable. Arbitration. Any dispute or controversy arising out of or in relation to this Agreement shall be determined by binding arbitration in Miami-Dade County, Florida, in accordance with the commercial rules of the American Arbitration Association then in effect, and in accordance with Section 12.1(c) of the LPA. [Signature page follows]

FOR INDIVIDUAL SUBSCRIBERS:

FOR ENTITY SUBSCRIBERS:

___________________________________ Name of Subscriber or Subscribers (Please Print)

_________________________________ Name of Company, Etc.

By:______________________________ Signature

___________________________________ 2nd Signature (for joint ownership)

_________________________________ Name and Title of Signatory

ALL SUBSCRIBERS MUST COMPLETE SCHEDULE 1 TO THIS AGREEMENT, THE ATTACHED JOINDER, AN IRS FORM W-8 AND ANY FORMS NECESSARY TO COMPLY WITH THE ANTI-MONEY LAUNDERING LAWS OF THE CAYMAN ISLANDS. THESE FORMS CAN BE OBTAINED UPON REQUEST TO THE PARTNERSHIP.

ACCEPTANCE OF SUBSCRIPTION

ASCEND FUND, L.P. By:

IDC Management, Ltd., its General Partner

By: ___________________________ Name: ___________________________ Title: ___________________________

AF INVESTORS CORP.

By: ___________________________ Name: ___________________________ Title: ___________________________

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the ___ day of _________, 2020.

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SCHEDULE 1 INDIVIDUAL SUBSCRIBER(S):

ENTITY SUBSCRIBER:

Name(s)

Name of Corp., Company or Other Entity

Address: Email: Fax: Tax Identification Number:

Type and Jurisdiction of Entity

AMOUNT OF SUBSCRIPTION PRICE: Number of Common Interests: ________ Price per Common Interest: $1,000 Common Subscription Price:

$__________

Number of Preferred Interests: _________ Price per Preferred Interest:

$1,000

Preferred Subscription Price:

$__________

Total Subscription Price: $__________

Address: Email: Fax: Tax Identification Number:

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JOINDER TO THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF ASCEND FUND, L.P. LIMITED PARTNER Name of Limited Partner: Class and Number of Interests held by Limited Partner: Capital Commitment: Address: Telephone No: Telecopy No: Email Address: By signing below, the Limited Partner/Subscriber identified in this Joinder executes and agrees to be bound by the terms of the Third Amended and Restated Exempted Limited Partnership Agreement of Ascend Fund, L.P. (the “Partnership”). Upon the acceptance of this Joinder by the Partnership, the undersigned Limited Partner/ Subscriber shall be admitted as a Limited Partner of the Partnership as of the Effective Date set forth below. SIGNATURE OF THE LIMITED PARTNER/SUBSCRIBER

By:_______________________________________ Name:____________________________________ Title:_____________________________________ ACCEPTED: Effective Date: ________________ ASCEND FUND, L.P. By:

IDC Management, Ltd., its General Partner

By: Name: Title:

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S PO N S O R E D BY

THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF ASCEND FUND, L.P. a Cayman Islands Exempted Limited Partnership

Dated June 1, 2020

THE LIMITED PARTNERSHIP INTERESTS (“INTERESTS”) IN ASCEND FUND, L.P. HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY U.S. STATE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS SHALL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. INTERESTS MAY NOT BE ISSUED OR TRANSFERRED TO RESIDENTS OR CITIZENS OF THE UNITED STATES.

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TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .......................................................................................................... 1 ARTICLE II GENERAL PROVISIONS ....................................................................................... 9 ARTICLE III THE GENERAL PARTNER ................................................................................ 10 ARTICLE IV LIMITED PARTNERS......................................................................................... 16 ARTICLE V INTERESTS ........................................................................................................... 18 ARTICLE VI DISTRIBUTIONS TO AND WITHDRAWALS BY PARTNERS; CALL OPTION ......................................................................................................... 28 ARTICLE VII CAPITAL ACCOUNTS; ALLOCATIONS........................................................ 31 ARTICLE VIII RECORDS AND ACCOUNTING; REPORTS; CONFIDENTIALITY .......... 32 ARTICLE IX EXCULPATION AND INDEMNIFICATION OF GENERAL PARTNER ASSOCIATES ............................................................................................... 36 ARTICLE X AMENDMENT; CONSENTS FOR OTHER PURPOSES ................................... 38 ARTICLE XI WINDING UP, LIQUIDATION AND DISSOLUTION ..................................... 39 ARTICLE XII MISCELLANEOUS ............................................................................................ 41

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ASCEND FUND, L.P. THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT

This Third Amended and Restated Exempted Limited Partnership Agreement of Ascend Fund, L.P. (the “Partnership”), is entered into on June 1, 2020 (this “Agreement” or “Partnership Agreement”), by and among IDC Management, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“IDC Management”), as the sole General Partner, AF Investors Corp., an exempted company incorporated under the laws of the Cayman Islands (“AFIC”), as a Limited Partner, and such other Persons as may be admitted to the Partnership as Partners pursuant to this Agreement. RECITALS WHEREAS, the Partnership was formed pursuant to that certain Initial Exempted Limited Partnership Agreement dated July 16, 2015 (the “Initial LPA”), and the General Partner registered the Partnership as an exempted limited partnership with the Registrar by the filing of a statement under Section 9(1) of the Act (the "Section 9 Statement"); WHEREAS, the Initial LPA was amended and restated in its entirety pursuant to that certain Amended and Restated Exempted Limited Partnership Agreement dated June 9, 2017 (the “First Amended and Restated LPA”); WHEREAS, the First Amended and Restated LPA was amended and restated in its entirety pursuant to that certain Second Amended and Restated Exempted Limited Partnership Agreement dated April 23, 2020 (the “Second Amended and Restated LPA”); and WHEREAS, the General Partner and AFIC wish to amend and restate the Second Amended and Restated LPA in its entirety and to enter into this Agreement.

AGREEMENT NOW, THEREFORE, the Second Amended and Restated LPA is amended and restated in its entirety as follows:

ARTICLE I DEFINITIONS “Account” or “Capital Account” of a Partner is defined in Section 7.1(a). “Accounting Period” – a period determined in accordance with Section 8.2(b). “Act” – means the Exempted Limited Partnership Law (Revised) of the Cayman Islands, as amended. “AEOI Legislation” means (i) sections 1471 to 1474 of the Code and any associated legislation, regulations or guidance, and any other similar legislation, regulations or guidance

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enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes; (ii) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard and any associated guidance; (iii) any intergovernmental agreement, treaty, regulation, guidance, standard or other agreement between the Cayman Islands (or any Cayman Islands government body) and any other jurisdiction (including any government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in sub-paragraphs (i) and (ii); and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the matters outlined in the preceding sub-paragraphs. “Additional General Partner” is defined in Section 3.4(b). “Adjusted Assets Under Management” means, as of any date of determination, the Initial Assets Under Management, plus the aggregate value of any and all additional Capital Contributions made by the Partners for the purpose of funding New Acquisitions, as determined in accordance with IFRS and Section 8.3. For the avoidance of doubt, the Adjusted Assets Under Management shall in no event be less than the Initial Assets Under Management. “Adjusted Capital Contribution” means a Partner’s Capital Contribution reduced by all cash distributions received by such Partner (other than the Preferred Partner Return with respect to Preferred Interests). “AFIC” is defined in the first paragraph to this Agreement. “Affiliate” of a specified Person – any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person. “Assignee” is defined in Section 5.10(d)(ii)(A). “Authorized Person” is defined in Section 8.6(b)(i). “Bankruptcy” of a Person – (i) such Person (A) makes an assignment for the benefit of creditors; (B) files a voluntary petition in bankruptcy or insolvency; (C) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (D) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of such nature; or (F) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties; or (ii) one hundred and twenty (120) days after the commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated. Without limiting the

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scope of the foregoing, if a Person is a partnership, Bankruptcy of such Person shall also include the Bankruptcy of any general partner of such Person. “Big Four” shall mean any of the following accounting firms: (i) Deloitte & Touche LLP, (ii) Ernst & Young LLP, (iii) KPMG LLP, and (iv) PricewaterhouseCoopers LLP. “Bright-Line Date” means, with respect to any New Acquisition, the earlier of (i) the date on which a letter of intent, exclusivity agreement, or similar written communication (other than a confidentiality agreement) is executed, or (ii) the date on which the material terms of the transaction (as tentatively agreed to by representatives of the Partnership and the target) are authorized or approved by the General Partner. “Business Day” – any day other than a day on which the New York Stock Exchange is closed. “Capital Account” – a Limited Partner’s account established in accordance with Section 7.1. “Capital Calls” shall mean the calls by the General Partner for Capital Contributions by the Limited Partners from time to time pursuant to Section 5.5. “Capital Commitment” shall mean, with respect to any Limited Partner, the amount set forth in the Limited Partner’s Subscription Agreement and opposite the name of such Limited Partner in the books and records of the Partnership as such Limited Partner’s capital commitment to the Partnership. “Capital Contribution” shall mean, with respect to any Partner, the initial capital contribution of such Partner, the amount of capital contributed by a Partner to the Partnership pursuant to a single Capital Call or the aggregate amount of such contributions that have been made by a Partner to the Partnership, as the context may require. “Capital Withdrawal” – a withdrawal of cash from a Capital Account, and any distribution of cash made by the Partnership to a Partner pursuant to this Agreement (excluding payments of the Preferred Partner Return). For the avoidance of doubt, a distribution shall not include any amount constituting reasonable compensation for present or past services (including any Management Fees to the General Partner). “Carried Interest” shall mean Common Interests having a value equal to fifteen percent (15%) of the Total Value Created. “Closing Balance” of a Capital Account is defined in Section 7.2(a). “Code” – the United States Internal Revenue Code of 1986. “Common Interest Closing” is defined in Section 5.3(a). “Common Interests” are Interests issued pursuant to Section 5.1(b).

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“Common Interest Valuation” means as of any date of determination, the average EBITDA for the most recently completed two (2) Fiscal Years multiplied by the EBITDA Multiple, minus Total Consolidated Net Debt, calculated by a Big Four firm. “Common Interest Purchase Price” means as of any date of determination, the most recent Common Interest Valuation divided by the total number of outstanding Common Interests.

“Common Partners” are Partners which own Common Interests. “Confidential Information” is defined in Section 8.6(a). “Control” – has the meaning given it in Rule 405 under the Securities Act. “Default” shall have the meaning set forth in Section 5.6(a). “Defaulted Amount” shall have the meaning set forth in Section 5.6(b). “Defaulting Limited Partner” shall have the meaning set forth in Section 5.6(a). “EBITDA” means earnings before interest, taxes, depreciation and amortization, as reflected the most recently prepared annual audited financial statements of the Partnership, determined in accordance with IFRS. “EBITDA Multiple” means, for purposes of determining the Common Interest Valuation, six (6.0); provided that, in the event that the Partnership has made one or multiple New Acquisitions since the Common Interest Closing, and the valuation of any such New Acquisition was greater than six (6.0) times such New Acquisition’s average EBITDA for the most recently completed two (2) Fiscal Years (the “Acquisition EBITDA Multiple”), the EBITDA Multiple shall be the weighted average of the current EBITDA Multiple and the Acquisition EBITDA Multiple. “Entity” – any U.S. domestic or foreign corporation, company, partnership (whether general or limited), joint venture, limited liability company, business trust or association, trust, estate, unincorporated association or organization, custodian, government (or political subdivision, department or agency thereof), cooperative or other entity, whether acting in an individual or representative capacity. “Event of Withdrawal” – an event of withdrawal of the General Partner within the meaning of the Act. “Excess Carried Interest” shall mean Common Interests having a value equal to eightyfive percent (85%) of the Total Value Created. “Final Preferred Interest Closing” is defined in Section 5.3(a). “Financial Instruments” – Securities and any and all other property purchased or otherwise acquired for investment or trading purposes.

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“Fiscal Quarter” – a fiscal quarter of the Partnership determined in accordance with Section 8.2(a). “Fiscal Year” – the fiscal year of the Partnership determined in accordance with Section 8.2(a). “General Partner” – IDC Management, Ltd., an exempted company incorporated under the laws of the Cayman Islands, and any Additional General Partner, to the extent that the General Partner, pursuant to Section 3.4(b), provides that such Additional General Partner shall possess any one or more of the rights, powers and authority of the General Partner under this Agreement. “General Partner Associate” – the General Partner, the Investment Manager and any Affiliate of the General Partner or the Investment Manager and any member, partner, shareholder, director, officer, employee or agent of the General Partner, the Investment Manager or any such Affiliate. “IDC Management” is defined in the first paragraph to this Agreement. “Indemnification Obligation” – an obligation of the Partnership to indemnify a General Partner Associate pursuant to Article IX. “Indemnitee” is defined in Section 9.2(a). “Initial Assets Under Management” means US$187,400,000. “Initial LPA” is defined in the recitals to this Agreement. “Initial Preferred Interest Closing” is defined in Section 5.3(a). “Interest” – a Partnership Interest held by a Person in its capacity as a Limited Partner. Interests consist of Common Interests and Preferred Interests. “Investment Advisers Act” – the United States Investment Advisers Act of 1940, as amended. “Investment Company Act” – the United States Investment Company Act of 1940, as amended. “Investment Guidelines” means the Partnership’s Investment Guidelines attached as Exhibit B hereto. “Investment Manager” – Valante Capital, S.A. and/or any other firm chosen by the General Partner. “Investment Management Agreement” means the Management Agreement in effect from time to time between the General Partner and the Investment Manager. “Judicially Determined” – determined in a judgment or order not subject to further appeal or discretionary review by a court, governmental body or agency or self-regulatory organization having jurisdiction to render or issue such judgment or order.

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“Limited Partner” as of a particular time – a Person who has been admitted to the Partnership as a limited partner in accordance with this Agreement and who has not, pursuant to this Agreement, (i) withdrawn all amounts from its Capital Account, (ii) resigned or withdrawn from the Partnership as a limited partner, (iii) been required to withdraw from the Partnership as a limited partner or (iv) assigned its entire Interest to a substitute Limited Partner pursuant to Section 5.10(d)(ii)(A). “Liquidator” is defined in Section 11.2(a). “Losses” of a General Partner Associate – any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, amounts paid in settlement, and other amounts actually and reasonably paid or incurred by such General Partner Associate in connection with any and all Proceedings that relate, directly or indirectly, to acts or omissions (or alleged acts or omissions) of such General Partner Associate in connection with the formation, business or operations of the Partnership and in which such General Partner Associate may be involved, or is threatened to be involved, as a party, witness or otherwise, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion. “Majority in Interest” as of any date of determination, means Partners (including Common Partners who are also General Partner Associates) whose Common Interests at such time exceed 60% of the Common Interests at such time owned by all Partners (including Common Partners who are also General Partner Associates). “Management Fee” is defined in Section 3.5. “Memorandum” – the Confidential Private Placement Memorandum, as amended or supplemented from time to time, prepared by or under the direction of the General Partner describing the Partnership, the General Partner and the offer and sale of Interests. “Net Assets” of the Partnership at a particular time – the value of the Partnership’s assets at such time minus the amount of the Partnership’s liabilities at such time in each case determined in accordance with IFRS and Section 8.3. “New Acquisitions” shall mean any new acquisitions of companies or businesses by the Partnership. “Non-Consenting Limited Partners” means the Limited Partners who have voted against or abstained from approving a Capital Call for the purpose of funding a New Acquisition by the Partnership pursuant to Section 3.2. “Notification” to a Person – a written notice that is deemed to be duly given to such Person on the date of delivery if delivered in person to such Person or sent to such Person by facsimile transmission or reputable overnight courier, or on the earlier of actual receipt or three (3) Business Days after the date of mailing if mailed to such Person by registered or certified mail (first class postage prepaid, return receipt requested); provided, however, that a Notification to the Partnership shall be deemed to be duly given to the Partnership only upon its actual receipt by the Partnership. Any Notification required or permitted to be given to the Partnership shall be sent to the principal office of the Partnership, or to such other address or facsimile number as the General Partner may MIADOCS 20145569 8 Z9900.6930

specify in a Notification given to all other Partners. Any Notification required or permitted to be given to a Partner shall be sent to such Partner at such address or to such facsimile number as such Partner may notify the Partnership by way of a Notification (it being understood and agreed that a Subscription Agreement, duly executed by a Person who subscribes for an Interest pursuant thereto, shall constitute a Notification by such Person of its address and facsimile number). “Opening Balance” of a Capital Account is defined in Section 7.1(b). “Operating Companies’ Net Debt” means, as of any date of determination, the difference between all short term and long term debt of the Partnership’s direct and indirect subsidiaries and their cash and cash equivalents. “Partner” – the General Partner and each Limited Partner. “Partnership” – Ascend Fund, L.P., a Cayman Islands Exempted Limited Partnership. “Partnership Agreement” or “Agreement” – this Third Amended and Restated Exempted Limited Partnership Agreement, as amended and/or restated from time to time in accordance with Article X. “Partnership Interest” of a Partner at any particular time – such Partner’s interest, rights, powers and authority in and with respect to the Partnership at such time as determined in accordance with this Agreement. Such rights include (i) such Partner’s share of the profits and losses of the Partnership, and such Partner’s right to receive distributions and to withdraw assets from the Partnership, pursuant to this Agreement and (ii) such Partner’s other rights, powers and authority in respect of the Partnership under this Agreement. “Partnership Property” at any particular time – all interests, properties (whether tangible or intangible) and rights of any type contributed to or acquired by the Partnership and then owned or held by or for the account of the Partnership. “Person” – any natural person, whether acting in an individual or representative capacity, or any Entity. “Percentage Interest” means, with respect to each Partner, a percentage equal to the Common Interests owned by such Partner divided by the Common Interests owned by all Partners. “Preferred Interests” are Interests issued pursuant to Section 5.1(a). “Preferred Partners” are Limited Partners which own Preferred Interests. “Preferred Partner Return” means a noncumulative, noncompounded, simple interest annual return equal to 8.5%, payable by the Partnership to each Preferred Partner, and prorated for periods of less than a calendar year, on the daily balances of each Preferred Partner’s Adjusted Capital Contribution balance.

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“Proceeding” – any claim, demand, action, suit or proceeding (including any action by or in the right of the Partnership), civil, criminal, administrative or investigative, by or before court, arbitrator, mediator, governmental body or agency or self-regulatory organization. “Records” is defined in Section 8.1(a). “Registrar” means the Registrar of Exempted Limited Partnerships of the Cayman Islands. “Reserves” is defined in Section 8.3(c). “Securities Act” – the United States Securities Act of 1933, as amended. “Securities Exchange Act” – the United States Securities Exchange Act of 1934, as amended. “Securities Laws” – any one or more of the Investment Advisers Act, the Securities Act, and the Securities Exchange Act, the Investment Company Act, to the extent each is applicable to the General Partner or the Partnership. “Securities” – capital stock, shares, bonds, debentures, notes, warrants, certificates of deposit, letters of credit, bankers’ acceptances, commercial paper and other securities, as well as rights and options, including puts and calls, and subscriptions with respect to any of the foregoing. “Subscription Agreement” of a Person – the Subscription Agreement in such form or forms as the General Partner may from time to time determine, as completed and executed by such Person and delivered by such Person to the Partnership, pursuant to which such Person (i) subscribes for an Interest by agreeing to contribute capital to the Partnership in such amount or amounts, at such time or times and otherwise in such manner as may be set forth therein; and (ii) agrees to be bound by this Agreement as a Limited Partner. “Subsequent Closing” is defined in Section 5.3(a). “Supermajority in Interest” as of any date of determination, means Partners (excluding Common Partners who are also General Partner Associates) whose Common Interests at such time exceed 80% of the Common Interests at such time owned by all Partners (excluding Common Partners who are also General Partner Associates). “Total Consolidated Net Debt” means, as of any date of determination, the sum of the Operating Companies’ Net Debt, plus any and all mezzanine debt of the Partnership, plus the value of the issued and outstanding Preferred Interests, minus the balance of the Preferred Interest Repurchase Reserve, minus any cash of the Partnership and its direct or indirect subsidiaries. “Total Value Created” means, with respect to Common Interests, (i) for the Fiscal Year ending on December 31, 2026, the difference, if any, between the Common Interest Valuation measured as of last date of such Fiscal Year, and the aggregate amount of the Adjusted Capital Contributions of the Partners with respect to their Common Interests as of the last date of such Fiscal Year, and (ii) for every other even-numbered Fiscal Year commencing with the Fiscal Year ending on December 31, 2028, the difference, if any, between the Common Interest Valuation

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measured as of the last date of such even-numbered Fiscal Year, and the Common Interest Valuation as of the last day of the immediately preceding even-numbered Fiscal Year, minus the difference, if any, between the aggregate amount of the Adjusted Capital Contributions of the Partners with respect to their Common Interests as of the last date of such even-numbered Fiscal Year, and the aggregate amount of the Adjusted Capital Contributions of the Partners with respect to their Common Interests as of the immediately preceding even-numbered Fiscal Year, calculated in accordance with this definition by a Big Four firm selected by the General Partner in its sole discretion; provided, that for purposes of (ii) above, the term “immediately preceding evennumbered Fiscal Year” means the immediately preceding even-numbered Fiscal Year of the Partnership ending with a positive Total Value Created measured as of the last day of such Fiscal Year. “Transfer” of an Interest or an interest therein – (i) any transaction in which a Person assigns or purports to assign an Interest, or an interest therein, to another Person, and includes any transfer, sale, assignment, gift, exchange, pledge, mortgage, charge or hypothecation, or any other conveyance, disposition or encumbrance, of an Interest or an interest therein, whether voluntary, involuntary or by operation of law; and (ii) any agreement, including a structured note or swap transaction, under which a Limited Partner or Assignee agrees to: (A) grant any other Person an economic interest in such Limited Partner’s or Assignee’s Capital Account or (B) pay any person an amount determined in whole or in substantial part by reference to the change in value of a Capital Account or to the performance of the Partnership. For purposes of this Agreement, the “Consent of the Partnership,” when used with respect to a particular transaction, practice, amendment to this Agreement or other action (any such transaction, practice, amendment or other action being referred to in this Agreement as a “Consent Transaction”), shall be deemed to have been obtained if a Majority in Interest of the Limited Partners, determined as of the beginning of the Accounting Period in which Notification of such Consent Transaction is given to the Limited Partners in accordance with this Agreement, approves such Consent Transaction (it being understood and agreed that, for purposes of the foregoing, a Limited Partner shall be deemed to have approved a Consent Transaction if such Limited Partner either (i) affirmatively approves such Consent Transaction prior to the completion, consummation or implementation thereof; (ii) fails to give Notification to the Partnership of its objection to such Consent Transaction prior to the completion, consummation or implementation thereof; or (iii) has or is granted the opportunity to withdraw all amounts from its Capital Account prior to the completion, consummation or implementation thereof. ARTICLE II GENERAL PROVISIONS 2.1 Formation and Continuation. The General Partner formed the Partnership pursuant to and in accordance with the Act by the filing of the Section 9 Statement with the Registrar on July 16, 2015 and pursuant to the Initial LPA. By this Agreement, the Second Amended and Restated LPA is amended and restated in its entirety and the parties hereto hereby agree continue the Partnership, pursuant to the Act, on the terms set out herein. 2.2 Purposes and Powers of the Partnership. The Partnership is established for the purpose of engaging in any and all activities permitted under the Act and other applicable law and in

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accordance with the Partnership’s Investment Guidelines, including investing directly, or indirectly, through one or more subsidiaries or otherwise, in companies involved in the animal protein food industry in Central and South America and the Caribbean, and engaging in all activities and transactions as the General Partner may deem necessary or advisable in connection therewith, including to act as a “fund” to invest the capital contributed by any other Persons admitted by the General Partner as Limited Partners and to do such acts as are necessary or advisable in connection with the maintenance and administration of the Partnership. The Partnership shall have all powers that are necessary or desirable to accomplish its purposes.

2.3 Term. The term of the Partnership began on the date of the filing of the Section 9 Statement with the Registrar, and shall continue until the Partnership has been terminated, wound up, liquidated and dissolved in accordance with this Agreement or earlier under the provisions of the Act. 2.4 Partnership Name and Registered Office. The name of the Partnership is “Ascend Fund, L.P.”, which subject to the Act, may be changed by the General Partner in its absolute discretion without the consent of the Limited Partners. The Partnership shall maintain a registered office in the Cayman Islands as specified in the Section 9 Statement, as may be amended by the General Partner provided that notice of such change is filed with the Registrar by the filing of a Section 10 Statement. The registered office of the Partnership is located at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location in the Cayman Islands as the General Partner in the future may designate. The General Partner shall promptly notify the Limited Partners of any change in the Partnership’s registered office. ARTICLE III THE GENERAL PARTNER 3.1 Rights, Powers and Authority of the General Partner. Subject to Section 3.2 below, the General Partner shall possess and may exercise full and exclusive right, power and authority to manage and conduct the business and affairs of the Partnership and to take such actions for and on behalf of the Partnership as the General Partner may determine to be necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including: (a) To acquire, trade, hold, encumber, sell, lease, exchange, purchase, transfer, invest, mortgage, pledge, charge, dispose of and otherwise deal with, on margin or otherwise, assets of any kind, including Securities, real property and other tangible or intangible assets, at prices and upon terms deemed by the General Partner (in its sole discretion) to be in the best interests of the Partnership, and to engage in any other activities and transactions that may be necessary, suitable or proper for the accomplishment of or in furtherance of, any of the foregoing objects and purposes and to do any and all other acts and things incidental or appurtenant to or arising from or connected with any of such objects and purposes; (b) To enter into agreements or otherwise transact business with such brokerdealers (including “prime brokers”), banks, other financial institutions, investment managers, investment advisers, custodians, administrators, legal counsel, accountants, auditors, appraisers, placement agents, consultants, other service-providers and counterparties as the General Partner may select from time to time, on such terms and subject to such conditions as the General Partner

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may determine, and regardless of whether such service-providers or counterparties are General Partner Associates; (c) To provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (d) To organize one or more corporations or other Entities to invest, in Securities or assets of any kind, or to hold record title of, or as nominee for the Partnership of, Securities, assets or funds of the Partnership; (e)

To incur all expenditures permitted by this Agreement;

(f) To admit new Limited Partners to the Partnership, pursuant to and subject to the terms of this Agreement; (g) To assist the Partnership with investor relations services, including communications from the Partnership to the Limited Partners and prospective investors; (h) To the extent that funds of the Partnership are, in the General Partnerâ&#x20AC;&#x2122;s judgment, not required for the conduct of the Partnershipâ&#x20AC;&#x2122;s business, to invest the excess funds; (i) To pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon terms that the General Partner may in its sole discretion determine and upon evidence that it deems sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership; (j) To make, execute, and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements that may be necessary or appropriate to carry out the powers granted in this Agreement; (k) To open, maintain, conduct and close accounts, including margin and custodial accounts, with brokers and bank accounts, and to draw checks or other orders for the payment of money by the Partnership; (l) To lend, either with or without security, any Securities, funds or other assets and properties of the Partnership, to borrow or raise funds, without limit as to the amount or manner and time of repayment, and to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures or other negotiable or non-negotiable instruments and evidences of indebtedness, to secure the payment of such or other obligations of the Partnership by mortgage upon, or pledge, or charge, hypothecation or guarantee of, all or any part of the property of the Partnership, whether owned or acquired thereafter and to execute and record financing statements in connection with perfecting any such security interests of the Partnership, as applicable; (m) To acquire, enter into, and pay for any contract of insurance that the General Partner in its sole discretion deems necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purposes beneficial to the Partnership;

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(n) To enter into, make, perform, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, licenses, undertakings or other instruments and to engage in any kind of activity necessary, proper or desirable to carry out the purposes of the Partnership; (o)

To make any legal, compliance, tax or regulatory filings on behalf of the

Partnership; (p) To make all tax elections and determinations for the Partnership, and to take any and all action necessary under applicable law to effect those elections and determinations; (q) To invest in other pooled investment vehicles, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle; and (r) To delegate any or all authorities of the General Partner hereunder, and in furtherance of any such delegation to appoint, employ, or contract with the Investment Manager for its services in connection with the management and operation of the Partnership. 3.2 Limitation on Authority of the General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner shall not, without first obtaining approval of a Majority in Interest, cause the Partnership to take any of the following actions: (a)

sell all of the assets of the Partnership; or

(b)

make a Capital Call for the purpose of funding a New Acquisition by the

Partnership. 3.3 Liability of the General Partner. To the extent required by the Act, the General Partner shall be liable for the repayment and discharge of all debts, obligations and liabilities of the Partnership. No General Partner Associate other than the General Partner shall be personally liable for the debts, liabilities or obligations of the Partnership, whether arising in tort, contract or otherwise. Neither the General Partner nor any General Partner Associate (other than the Partnership) shall be liable for the return of the Capital Contributions of any Limited Partner or the payment of any amounts hereunder to any Limited Partner, and each Limited Partner hereby waives any and all claims that it may have against the General Partner or any General Partner Associate (other than the Partnership) in this regard. Neither the General Partner nor any other General Partner Associate shall be deemed to be a guarantor of the value of any Capital Account. 3.4 Capital Contribution of the General Partner and Admission of Additional General Partners. (a) The General Partner is currently the owner of US$9,400,000 in Common Interests of the Partnership, consisting of 9,400 Common Interests acquired for US$1,000 per Common Interest. At the Common Interest Closing, the General Partner intends to acquire additional Common Interests in the minimum amount of US$5,600,000 from AFIC. The General Partner may acquire more Common Interests and make additional Capital Contributions at such times and in such amounts as the General Partner shall determine.

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(b) Subject to Section 3.4(c), the General Partner may cause the Partnership to admit one or more Persons (including one or more Affiliates of the General Partner) to the Partnership as a General Partner or General Partners (each such Person, an “Additional General Partner”) effective as of the beginning of an Accounting Period. In connection with admitting an Additional General Partner to the Partnership, the General Partner may amend this Agreement to provide that such newly admitted Additional General Partner shall possess and may exercise any one or more of the rights, powers and authority possessed by the General Partner hereunder. For the avoidance of doubt, the admission of an Additional General Partner shall not, in and of itself, be a cause for the removal of any General Partner. (c) If the admission of one or more Additional General Partners pursuant to Section 3.4(b) would constitute an “assignment” of this Agreement by the General Partner within the meaning of Section 202(a)(1) of the Investment Advisers Act, the General Partner may not effect such admission without: (i) giving Notification to the Limited Partners, at least thirty (30) calendar days prior to the date of such admission, setting forth all material facts relating to such admission; and (ii) obtaining the Consent of the Partnership to such admission prior to the date thereof. 3.5 Management Fee. The Partnership or its operating subsidiaries (as the General Partner may determine), will pay to the General Partner (or the Investment Manager pursuant to the Investment Management Agreement) an annual management fee (the “Management Fee”) equal to 1.5% of the Adjusted Assets Under Management, measured on the first day of each year. The Management Fee shall be payable in twelve equal monthly installments on the first day of each month. 3.6

Expenses.

(a) The General Partner shall bear all of its expenses arising out of its services to the Partnership, including all of its general overhead expenses (including the rent of its offices, compensation and benefits of its staff, maintenance of its books and records, and its fixed expenses, such as expenses for telephones and general purpose office equipment), but is not responsible for any expenses of the Partnership; provided however, that with respect to any New Acquisition, the General Partner shall be responsible for any investigatory, pre-decisional due diligence costs incurred before the Bright-Line Date (“Pre-Decisional Costs”). (b) The Partnership shall generally be responsible for the following costs and expenses: (i) the Management Fee; (ii) all operating, general and administrative expenses of the Partnership’s business and operations; (iii) except for Pre-Decisional Costs, all general investment expenses for new investments (e.g., research expenses, due diligence expenses, custodial expenses (if any), legal fees associated with the purchase of such new investments and other investment expenses); (iv) fees, costs and expenses of third-party service providers that provide services to the Partnership; (v) insurance costs and expenses; (vi) taxes and other governmental charges payable by the Partnership; (vii) governmental licensing, filing and exemption fees; (viii) Indemnification Obligations; (ix) all expenses (including reasonable attorneys’ fees) incurred in connection with any threatened, pending, or anticipated litigation, or audit or examination by any taxing authority in or outside the Cayman Islands, or any other legal proceeding; (x) fees, costs and expenses of third-party service providers that provide management consulting and strategic services beyond the day to day operation of the Partnership’s business, (xi) all fees, costs and expenses related to third-party valuations of the Partnership or its assets, including a valuation of the Adjusted Assets Under Management, and (xii) any extraordinary expenses.

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(c) The Partnership may be subject to additional fees, expenses, allocations, and charges in connection with other vehicles to which the Partnership’s assets are allocated. Any such fees, expenses, allocations, and charges will be determined according to the agreements governing the Partnership’s relationship with such vehicles. Compensation arrangements may vary among the vehicles. (d) Without limiting the generality of the foregoing, the General Partner shall have the right to charge any Partner, and not treat as a Partnership expense, any expense attributable to a single Partner or a small group of Partners, including, without limitation, additional accounting expenses incurred in providing a calculation of unrelated business taxable income, if any, to particular Partners. (e) All costs and expenses related to the offer and sale of Interests, including restructuring expenses, estimated not to exceed US$350,000, shall be borne by the Partnership. The General Partner (or a member or Affiliate of a member thereof) may advance such costs and expenses on behalf of the Partnership, and, if advanced, such costs and expenses will be repaid by the Partnership to the General Partner (or such other Persons). (f) Any General Partner Associate shall be entitled to obtain reimbursement from the Partnership for all costs and expenses borne by it on behalf of the Partnership. The General Partner, the Investment Manager or any other General Partner Associate, may from time to time pay for any of the foregoing Partnership expenses or waive their right to reimbursement for any such expenses, as well as terminate any such voluntary payment or waiver of reimbursement. (g) The General Partner shall not cause the Partnership to compensate any General Partner Associate except upon terms and conditions comparable to those that would be negotiated on an “arm’s length” basis between unaffiliated parties for the type of service or transaction in question, except that this limitation shall not apply to any payments or allocations made to the General Partner pursuant to this Agreement. (h) Except as otherwise provided in this Agreement, all expenses incurred by the Partnership, other than the Management Fee, the Carried Interest and any expenses that the General Partner determines should be allocated to a particular Partner or Partners (e.g., investorrelated taxes), will be debited to all of the Capital Accounts on a pro rata basis in accordance with their Opening Balances. To the extent that expenses incurred by the Partnership are paid by a General Partner Associate, the Partnership shall reimburse such party for such expenses. 3.7 Borrowing. The Partnership may borrow money, including: (a) in anticipation of receipt of Capital Contributions (in which case all or a part of such Capital Contributions shall be used to repay such borrowings in full); (b) to cover any shortfall in the Partnership’s ability to make a capital contribution to a subsidiary; (c) to satisfy any tax liability of the Partnership, foreign or domestic; (d) to satisfy any tax liability of a Limited Partner, foreign or domestic, paid by the Partnership; (e) from an Affiliate of the General Partner; or (f) for any other purpose the General Partner reasonably determines to be necessary or appropriate. In connection with any borrowing obtained by the Partnership, (a) the General Partner for itself and on behalf of the Partnership shall be authorized to pledge, mortgage, assign, transfer and grant security interests in the assets of the

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Partnership, the right to initiate Capital Calls and collect the Capital Commitments of the Limited Partners hereunder, including, without limitation, the rights of the General Partner to exercise remedies under this Agreement or otherwise existing at law or in equity upon the default by a Limited Partner in the payment of its Capital Contribution obligations, to a Person or Persons, including to an Affiliate of the General Partner (each, a â&#x20AC;&#x153;Credit Providerâ&#x20AC;?) selected in the discretion of the General Partner and (b) each Limited Partner agrees to confirm, from time to time, the terms of its Capital Commitment to a Credit Provider, to honor Capital Calls made by a Credit Provider in connection with the foregoing in accordance with the terms of this Agreement, to provide financial information as the General Partner or Credit Provider deem necessary and reasonably requests, and to execute such documents as may be reasonably necessary to obtain and retain such borrowing including, without limitation, an opinion of counsel regarding the due formation, valid existence and good standing of such Limited Partner, if applicable, and the due authorization, valid execution and delivery of this Agreement. To the extent that the Partnership has outstanding obligations under a borrowing secured by the available Capital Commitments of the Limited Partners hereunder, each Limited Partner shall be obligated to fund any portion of its available Capital Commitment without defense, counterclaim or offset of any kind; provided, that such agreement to fund shall not act as a waiver of any claim that such Limited Partner may have against any other Limited Partner or the Partnership. In the event that, as a result of any such pledge, mortgage, assignment, transfer or grant of security interest, a Limited Partner makes a payment directly to a Credit Provider as required pursuant thereto, such payment shall be deemed to be a Capital Contribution of such Limited Partner to the Partnership. 3.8 Activities of the General Partner and Affiliates; Conflicts of Interest. Each Limited Partner, by subscribing for an Interest, shall be deemed to have: (a) given full and informed consent to each action and practice involving an actual or potential conflict between the interests of any one or more General Partner Associates, on the one hand, and any one or more of the Partnership and the Limited Partners, on the other hand; and (b) agreed not to object to any such action or practice, and not to bring any Proceeding against any General Partner Associate or the Partnership, based solely on the fact that such action or practice involved such a conflict. Without limiting the generality of the foregoing, General Partner Associates may engage independently or with others, for its or their own accounts and for the accounts of others, in other business ventures and activities of every nature and description whether or not such ventures are competitive with the business of the Partnership, including, without limitation, purchasing, selling or holding investments for the account of any other Person or enterprise (including competing companies) or for its or his own account, regardless of whether or not similar companies are also purchased, sold or held for the account of the Partnership. Neither the Partnership nor any Partner shall have any rights or obligations by virtue of this Agreement in and to such independent ventures and activities or the income or profits derived therefrom. 3.9

Reliance by Third Parties.

(a) Notwithstanding any other provision of this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has the full right, power and authority to sell, pledge, mortgage, hypothecate, encumber or otherwise use or dispose of, in any manner, any and all assets of the Partnership and to enter into any agreements on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnershipâ&#x20AC;&#x2122;s sole party in interest, both legally and beneficially.

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(b) In no event shall any Person dealing with the General Partner or any of its representatives be obligated to ascertain that the provisions of this Agreement have been complied with or to inquire into the necessity or expedience of any action of the General Partner or any of its representatives. (c) Each and every certificate, statement, instrument or other document executed on behalf of the Partnership by the General Partner shall be conclusive evidence in favor of each and every Person relying thereon or claiming thereunder that: (i) at the time of the execution and delivery of such certificate, statement, instrument or document, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, statement, instrument or document was duly authorized and empowered to do so for and on behalf of the Partnership; and (iii) such certificate, statement, instrument or other document was duly executed and delivered in accordance with this Agreement and is binding upon the Partnership. 3.10

Vehicles.

(a) Related Investment Vehicles. In order to facilitate investment by certain investors, the General Partner may create or sponsor one or more partnerships or other investment vehicles that will, subject to any tax, legal or regulatory restrictions, invest proportionately in some or all investments with the Partnership. In addition, the General Partner may create or sponsor one or more partnerships or other investment vehicles. One or more investors may make investments in the Partnership through these vehicles. The General Partner may at any time cause some or all of the Limited Partners to fund a portion of their Capital Commitments in the Partnership through one or more alternative investment vehicles if the General Partner determines that, based on legal, tax, regulatory or other similar considerations, it is in the best interests of the Partnership or some or all of its Limited Partners that all or part of an investment be made through any such alternative investment vehicle. (b) Separate Investment Vehicles. The General Partner will have the right to direct Capital Contributions of some or all of the Limited Partners to be effected through one or more separate investment vehicles if, in the good faith determination of the General Partner, the use of such vehicles would allow the Partnership to overcome legal, tax, regulatory or other constraints and/or facilitate participation in certain types of investments. Any such vehicles will contain provisions substantially comparable to those of the Partnership and will be managed by the General Partner or an affiliate thereof. ARTICLE IV LIMITED PARTNERS 4.1 Limited Partners Have Limited Personal Liability. Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and a Limited Partner shall not be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner; except that a Limited Partner shall contribute to the Partnership any amounts required under the Act or pursuant to Sections 5.4 and 5.5.

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4.2

Authority of Limited Partners is Limited.

(a) No Limited Partner, in its capacity as such, shall take part in the management or conduct of the business or affairs of the Partnership or transact any business in the name of or otherwise for or on behalf of the Partnership. Without limiting the scope of the foregoing, no Limited Partner shall have the right, power or authority to sign documents for, incur any indebtedness or expenditures on behalf of or otherwise bind the Partnership. (b) No Limited Partner, in its capacity as such, shall have the right, power or authority to authorize, approve, agree or consent to, or vote on, any matter affecting the Partnership except to the extent any such right, power or authority is expressly granted to such Limited Partner under Section 3.2, or by provisions of the Act that may not lawfully be modified or nullified by agreement among the partners of an exempted limited partnership formed and registered under the Act. (c) Without in any way limiting the Act: (i) any rights expressly granted to the Limited Partners in this Agreement shall not be deemed to be rights to the possession, attempted exercise or exercise of which would involve Limited Partners in participation in the control of the business of the Partnership; and (ii) acting or attempting to act in any one or more of the capacities in which a Limited Partner may act or attempt to act under the provisions of this Agreement shall not be deemed to involve such Limited Partner in participation in the control of the business of the Partnership. The General Partner may, in its sole and absolute discretion, invite a Limited Partner to become a member of any advisory committee established by the General Partner on behalf of the Partnership. Any such advisory committee shall have the duties assigned to it by the General Partner in its discretion. 4.3 Limited Partners May Not Partition Partnership Property. No Limited Partner or Limited Partners, individually or collectively, shall have any right, title or interest in or to specific Partnership Property. Each Limited Partner irrevocably waives any right that it may have to maintain an action for partition with respect to its Interest or any Partnership Property. 4.4 Removal of General Partner. No Limited Partner or Limited Partners, individually or collectively, shall have any right, power or authority to remove the General Partner, cause the General Partner to withdraw from the Partnership, or appoint a successor General Partner, except by the written consent of a Supermajority in Interest upon the occurrence of any of the following: (a)

the Bankruptcy of the General Partner;

(b) bad faith, willful misconduct, criminal conduct or actual fraud by the General Partner in connection with the performance of its duties under this Agreement, as determined by a court or government body of competent jurisdiction in a final and non-appealable judgment; (c) a material breach by the General Partner of its obligations under this Agreement, which material breach remains unremedied for 90 calendar days following written notice thereof to the General Partner, such notice to be authorized by the written consent of a Supermajority in Interest; or

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(d) a material violation of applicable Securities Laws by the General Partner that has a material adverse effect on the Partnership and that is not cured by the General Partner within 90 calendar days of the General Partner becoming aware of such material violation (it being understood that the violation shall be deemed cured if the General Partner causes the employment of the individual responsible for the violation to be terminated). In the event that the General Partner is removed in accordance with this Section 4.4, (i) no further amounts shall be payable by the Partnership to the General Partner except for the payment and issuance of all accrued but unpaid Management Fees, and accrued but unissued Carried Interest, respectively, and (ii) the Limited Partners may designate a replacement General Partner by a vote of a Majority in Interest, who will thereafter have the powers and rights of the General Partner under this Agreement, whereupon the outgoing General Partner shall be divested of all such rights, but the General Partner shall retain its Partnership Interest and any Carried Interest which has been issued to the General Partner as of the date of the General Partner’s removal. For the avoidance of doubt, no change of the general partner of the Partnership shall take effect until notice of the same has been filed with the Registrar by the outgoing general partner of the Partnership under Section 10 of the Act. 4.5 Subscription Agreements Incorporated by Reference. Each Subscription Agreement of a Limited Partner, including the representations, warranties, covenants and power of attorney set forth therein, is hereby incorporated into this Agreement as if set forth in full in this Agreement. ARTICLE V INTERESTS 5.1 Classes of Limited Partner Interests. The Partnership shall have two (2) classes of Interests, as described below: (a) Preferred Interests. The Partnership will issue up to US$40,000,000 in Preferred Interests (the “Preferred Interests”) to Limited Partners on the terms set forth in this Agreement. Except as expressly set forth in this Agreement, no Limited Partner holding Preferred Interests (the “Preferred Partners”) shall have any voting or other rights under this Agreement or the Act, except for the right to receive cash distributions from the Partnership as specified in this Agreement. The Preferred Interests shall be subject to all restrictions and obligations contained in this Agreement. (b) Common Interests. The Partnership will issue Common Interests to Limited Partners on the terms set forth in this Agreement. Under no circumstances will the Common Partners be entitled to receive distributions from the Partnership until either (i) the Preferred Partners have received distributions equal to the aggregate amount of their Capital Contributions plus the Preferred Partner Return or (ii) the Preferred Interest Repurchase Reserve, to be set aside by the Partnership to redeem the Preferred Interests, is funded with at least the aggregate amount of issued and outstanding Preferred Interests, reduced by all capital that has already been repaid to the Preferred Partners (other than the Preferred Partner Return). The Common Interests shall be subject to all restrictions and obligations contained in this Agreement.

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5.2

Issuance and Sale of Interests.

(a) The General Partner is currently the owner of 9,400 Common Interests of the Partnership. At the Common Interest Closing, AFIC intends to sell and transfer at least 5,600 Common Interests at a price of US$1,000 per Common Interest to the General Partner. At the Common Interest Closing, AFIC intends to sell and transfer up to 55,000 Common Interests at an initial price of US$1,000 per Common Interest to investors that execute Subscription Agreements, and such investors shall be admitted as Limited Partners. (b) AFIC intends to sell up to 40,000 Preferred Interests to investors at a price of US$1,000 per Preferred Interest, at a closing to be held pursuant to Section 5.3 below. (c) The General Partner is authorized to cause the Partnership to offer, sell and issue Interests, and to admit Persons to the Partnership as Limited Partners in connection therewith, in such manner and at such time or times as the General Partner may determine, except that the General Partner may not cause the Partnership to offer, sell or issue Interests in a manner inconsistent with this Agreement or the Memorandum in effect at the relevant time, or to any Person who has failed to execute a Subscription Agreement or other document under which such Person has agreed to be bound by the provisions of this Agreement as a Limited Partner. Admission of a new Limited Partner shall not be cause for termination of the Partnership. Upon the admission of each additional Limited Partner to the Partnership (including, without limitation, by way of a transfer in accordance with Sections 5.2(a) and 5.10), the General Partner shall execute an amendment to this Agreement modifying Exhibit A hereto as appropriate to reflect the admission of such Limited Partner. For the avoidance of any doubt, no consent of any other Limited Partner shall be required for the admission of such Limited Partner or for any corresponding amendment to this Agreement. (d) After the date of this Agreement, no Person shall be admitted to the Partnership as a Limited Partner unless such admission is effected in accordance with Section 5.2(a) or (b) or Section 5.10(d)(ii)(A). (e) Each Person whose Subscription Agreement has been accepted by the General Partner shall, to the extent the General Partner has agreed to accept a Capital Contribution or Capital Contributions under such Subscription Agreement, make such Capital Contribution or Capital Contributions in cash in immediately available funds (unless the General Partner expressly agrees otherwise) at the time(s) and place(s) set forth in such Subscription Agreement or in a Notification given to such Person pursuant to such Subscription Agreement. (f) Limited Partners shall not be residents or citizens of the United States, unless such requirement is waived by the General Partner. (g) The General Partner may establish a Capital Account for a Limited Partner pursuant to Section 7.1(a) and deem a Capital Contribution to have been made to such Capital Account as of the beginning of an Accounting Period even though such Capital Contribution is received by the Partnership after the first Business Day of such Accounting Period if the General Partner determines that deeming such Capital Contribution to have been made as of the beginning of such Accounting Period does not have and cannot reasonably be expected to have a material adverse effect on the Limited Partners generally. In that event, the General Partner may (but shall not be required to) charge the Opening Balance of such Capital Account (determined as of the beginning of such Accounting Period), or require such Limited Partner to pay, interest for the period from the beginning of such

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Accounting Period to the date such Capital Contribution is actually received by the Partnership. Any interest charged to (or paid by) such Limited Partner shall be credited pro rata to the Opening Balances of all other Capital Accounts (determined as of beginning of such Accounting Period). All interest required to be paid or charged under this Section 5.2(f) will be at a floating rate determined by the General Partner in its reasonable discretion.

(h) A Person who has been admitted to the Partnership as a Limited Partner and who wishes to make a Capital Contribution not required to be made under such Person’s Subscription Agreement may do so only upon the approval of the General Partner. (i) Subject to the provisions of the Act, the General Partner may compromise or waive any obligation a Limited Partner may have to the Partnership under its Subscription Agreement (including an obligation to make a Capital Contribution to the Partnership) or otherwise, on such terms and subject to such conditions as the General Partner may determine. 5.3

Closings.

(a) The initial subscription period for the sale of Common Interests will close on or before June 30, 2020 (such date to be the “Common Interest Closing”). The initial subscription period for the sale of Preferred Interests will close on November 30, 2020 (such date to be the “Initial Preferred Interest Closing”). The General Partner and AFIC are entitled, at their sole discretion, to continue to accept subscriptions for Preferred Interests and to hold one or more subsequent closings (each a “Subsequent Closing”). The final closing of Preferred Interests will occur on the earlier of (i) the date on which AFIC sells all of its Preferred Interests, or (ii) five (5) months after the Initial Preferred Interest Closing (the “Final Preferred Interest Closing”). (b) After AFIC ceases offering its Interests to investors, the General Partner may cause the Partnership to offer, sell and issue Common and/or Preferred Interests to new investors, for the purpose of raising funds to pay Partnership expenses or to acquire additional businesses. Such Interests shall be issued at such price(s) and on such terms as may be reasonably determined by the General Partner. Contributions will be credited to the Partnership on such day or days as the General Partner may from time to time determine. The General Partner may elect to reject any contribution in its discretion. There is no maximum amount of Partnership Interests that may be outstanding from time to time. However, the General Partner may, in its discretion, limit the amount of capital the Partnership may accept from investors. (c) The General Partner may suspend the offering of Interests from time to time or terminate the offering of Interests at any time in its discretion. 5.4

Capital Commitments.

(a) The minimum Capital Commitment to be made to the Partnership by any investor is US$500,000 (in either Common Interests, Preferred Interests or both), subject to the discretion of the General Partner to accept a Capital Commitment of a lesser amount or impose a higher minimum Capital Commitment. (b) Each Limited Partner agrees to make Capital Contributions only in an aggregate amount not exceeding its Capital Commitment, except as expressly provided otherwise in

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this Agreement. Notwithstanding the foregoing, each Limited Partner may be required to make Capital Contributions to the Partnership in an amount in excess of its Capital Commitment (i) for any Partnership expenses, including, without limitation, the Management Fee or any tax payments (or interest or penalties associated therewith) made on behalf of such Limited Partner, or (ii) to cover a Defaulting Limited Partner’s Capital Contribution to the Partnership or to acquire such Defaulting Limited Partner’s Interest in the Partnership.

5.5 Capital Contributions and Capital Calls. Except as expressly provided otherwise in this Agreement, Capital Contributions shall be made in accordance with separate Capital Calls, in amounts determined by the General Partner in accordance with the following terms and conditions: (a) Capital Contributions. Each Limited Partner shall pay AFIC for its Interests at the time of subscription. Thereafter, additional Capital Contributions may be required from Common Partners from time to time to allow the Partnership to fund new investments, meet expenses and liabilities of the Partnership, or to establish and maintain cash reserves for such purposes and in such amounts as the General Partner deems necessary and appropriate. Any such additional Capital Contributions shall be requested by the General Partner in accordance with subsection (b). (b) Capital Calls. Subject to Section 3.2, if the Partnership requires additional funds, in the General Partner’s determination, the General Partner shall deliver to the Common Partners written notice of the Partnership’s need for additional capital. Capital Contributions will be due at such times and in such amounts as will be specified in such notice made by the General Partner; provided that in no event shall the Capital Contribution be due less than ten (10) days after the date of the Capital Call. In the event of any Capital Call made pursuant to this Section 5.5(b), the General Partner shall update the Partnership’s books and records to reflect an increase to each Common Partner’s Capital Commitment. Any failure by the General Partner to update the Partnership’s books and records shall not affect the Common Partners’ obligations to contribute additional capital to the Partnership under this Section 5.5. For the avoidance of doubt, only Common Partners shall be required to contribute additional capital to the Partnership pursuant to this Section 5.5(b). 5.6

Default on Capital Contributions.

(a) If any Limited Partner fails to make all or any portion of any Capital Contribution when due (a “Default”), then such Limited Partner may be designated by the General Partner as in default under this Agreement (a “Defaulting Limited Partner”), and such Limited Partner may be assessed a late fee or other charge (including, without limitation, interest) on such outstanding amount in an amount to be determined in the sole and absolute discretion of the General Partner, for each day on which all or any portion of such Capital Contribution remains outstanding. (b) With respect to any Capital Contribution (or portion thereof) that is subject to a Default (the “Defaulted Amount”), the General Partner may (i) increase the Capital Contributions of the Limited Partners that have made their corresponding Capital Contributions, pro rata based on their Percentage Interests, to the extent necessary to fund the Defaulted Amount, and/or (ii) cause the Partnership to obtain (through a borrowing or otherwise) such amounts as are necessary to fund the Defaulted Amount, and the cost of obtaining such amounts may be assessed to the Defaulting Limited Partner provided that, in the event that the Partnership is unable to recover such amounts from the Defaulting Limited Partner, the Limited Partners may bear such amounts as partnership expenses.

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(c) The Partnership will have the right to bring legal action against a Defaulting Limited Partner to collect the Capital Contributions due to the Partnership plus legal fees and other costs, expenses and liabilities incurred by the Partnership in connection with the Default, as well as a late fee on the defaulted amount and any other amounts not timely paid in an amount to be determined in the sole and absolute discretion of the General Partner, for each day all or any portion of such amounts are outstanding. In addition, a Defaulting Limited Partner may, at the discretion of the General Partner, with respect to all or some of its Interest, be subject to any (or any combination) of the following remedies: (i) having its Capital Account frozen, (ii) having to bear up to the full amount of any losses incurred by the Partnership due to its Default, to the extent of its Capital Account, but not share in any income or gain, (iii) being prohibited from sharing in any future Capital Call with respect to its Capital Commitment, (iv) having its Interest sold or transferred to any other person or persons who may be admitted as a substitute Limited Partner (including the General Partner or one of its Affiliates or in a transaction in which the General Partner or one of its Affiliates is acting as agent or principal) at a price equal to the value of such Interest based on the Partnership’s most recent valuation, or at whatever price or terms, in the General Partner’s reasonable discretion (with none of the proceeds, if any, of such sale inuring to the benefit of the Defaulting Limited Partner), and allowing the transferee of such Interest to assume the Defaulting Limited Partner’s unfunded Capital Commitment, (v) having its Interest reallocated among non-Defaulting Limited Partners based on the value of such Interest as of the Partnership’s most recent valuation, or on terms established by the General Partner in its reasonable discretion, (vi) having its obligations to pay its pro rata share of organizational and other partnership expenses continue as if the Default had not occurred, (vii) having its remaining unfunded Capital Commitment accelerated, (viii) having amounts otherwise distributable to it applied in satisfaction of any amounts payable by it, (ix) having its distributions reduced to zero, (x) having the amount of such Default withdrawn from any account maintained by it with any affiliate of the General Partner to the extent of available funds thereof, (xi) having a lender (including the General Partner and its affiliates) lend to it all or any part of the funds required of the Defaulting Limited Partner, as further described in this Agreement, (xii) forfeiting its Interest in the Partnership in full, (xiii) diluting the Defaulting Limited Partner’s Percentage Interest in the Partnership; and/or (xiv) being subject to any other remedy available at law or in equity to the Partnership. (d) The General Partner reserves the right, in its sole and absolute discretion, to implement any one or a combination of the above remedies, including remedies that may benefit the General Partner and its Affiliates to the exclusion of the Partnership or any non-Defaulting Limited Partners. Each Partner acknowledges by its execution hereof that the remedies provided in this Section 5.6 are an effective and reasonable means to insure the Partnership can satisfy its obligations, and are not intended as a penalty. (e) Notwithstanding anything to the contrary herein, in connection with a Capital Call made for the purposes of funding New Acquisitions in accordance with Section 3.2, if the Defaulting Limited Partner is a Non-Consenting Limited Partner, only the remedies set forth in Sections 5.6(b)(i) and 5.6(c)(xiii) shall be available to the Partnership. 5.7 Nature of Interests. Interests shall be deemed to be personal property giving only the rights, powers, authority, privileges and preferences provided in this Agreement, notwithstanding the nature of the property held by the Partnership. 5.8 Nonassessability of Interests. Each Interest, when issued and fully paid for in accordance with the provisions of the related Subscription Agreement, shall be fully paid and

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nonassessable, and neither the Partnership nor any officer, employee or agent of the Partnership shall have the right, power or authority, except as expressly set forth in this Agreement, to call upon such Limited Partner to pay any sum of money whatsoever in respect of such Interest, whether in the form of a Capital Contribution, a loan or otherwise, other than that which such Limited Partner has agreed to pay by way of such Subscription Agreement or has otherwise expressly agreed to pay pursuant to Section 5.5. However, each Partner, including each Limited Partner, shall be required to return to the Partnership amounts previously distributed to it by the Partnership as follows: (a) Each Partner (regardless of whether such Person remains a Partner) who receives any amount distributed by the Partnership in violation of the Act shall be liable to the Partnership for the return of such amount, together with interest thereon from the date of such distribution at a floating rate determined by the General Partner in its reasonable discretion, notwithstanding that such Partner had no knowledge of such violation at the time of its receipt of such amount. Subject to the provisions of the Act, the General Partner may compromise or waive any such liability on such terms and subject to such conditions as the General Partner may determine. This Section 5.8(a) shall not apply to distributions made pursuant to Section 11.4. (b) A Person who receives any amount distributed by the Partnership in violation of the Act shall be liable to the Partnership for the return of such amount, together with interest thereon from the date of such distribution at a floating rate determined by the Liquidator in its reasonable discretion, notwithstanding that such Person had no knowledge of such violation at the time of its receipt of such amount. Subject to the provisions of the Act, the Liquidator may compromise or waive any such liability on such terms and subject to such conditions as the Liquidator may determine. (c) Each Partner (regardless of whether such Person remains a Partner) who receives any amount distributed by the Partnership in excess of the amount to which such Limited Partner was entitled under this Agreement because the Net Assets attributable to such Limited Partner’s Capital Account were miscalculated, shall be liable to the Partnership for the return of such amount, together with interest thereon from the date of such distribution at a floating rate determined by the General Partner in its reasonable discretion, irrespective of whether the event or circumstance giving rise to such miscalculation was known or unknown to the General Partner or such Partner at the time of such distribution. (d) Without limiting the scope of Section 5.8(c), the General Partner may determine to treat any liability or expenditure of the Partnership which becomes fixed or is incurred in an Accounting Period after the Accounting Period in which the event or circumstance (whether known or unknown) giving rise to such liability or expenditure occurred (the “Prior Accounting Period”) as either (i) arising in the Accounting Period in which such liability becomes fixed or such expenditure is incurred or (ii) arising in such Prior Accounting Period, in which latter case such liability or expenditure shall be charged to Persons who were Partners during such Prior Accounting Period (whether or not such Persons are Partners during the Accounting Period in which such liability is fixed or such expenditure is incurred) in accordance with the Opening Balances of their Capital Accounts as of the beginning of such Prior Accounting Period, and the General Partner may require a Partner or former Partner to: (A) return to the Partnership amounts previously distributed to such Person by the Partnership to the extent of such Person’s share of any

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liabilities of the Partnership arising out of events or circumstances occurring during any Accounting Period in which such Person was a Partner (determined in accordance with the Opening Balance of such Person’s Capital Account as of the beginning of such Accounting Period) and (B) pay interest on such repayment, accruing from the time such Person received such distribution, at a floating rate determined by the General Partner in its reasonable discretion. (e) If a Partner receives a distribution from the Partnership in an amount less than the amount to which such Partner was entitled under this Agreement because the Net Assets attributable to such Partner’s Capital Account were miscalculated, the Partnership shall, if the General Partner determines such amount is material, pay the amount of such difference to such Partner, together with interest thereon from the date of such distribution at a floating rate determined by the General Partner in its reasonable discretion. (f) Each Limited Partner shall remain liable to the Partnership for the time period set forth in Section 9.3, in an aggregate amount not to exceed such Limited Partner’s Capital Withdrawals (and distributions made to such Limited Partner pursuant to Section 11.4) to the extent necessary to enable the Partnership to satisfy its Indemnification Obligations. Each Limited Partner’s liability under this Section 5.8(f) shall be in the proportion that the amount of such Limited Partner’s Capital Withdrawals (and distributions made to such Limited Partner pursuant to Section 11.4) bears to all Limited Partner Capital Withdrawals (and distributions made to all Limited Partners pursuant to Section 11.4). (g) The General Partner may, to the extent necessary to settle the liabilities described in this Section 5, either appropriately adjust the Capital Accounts of the appropriate Partner(s) downward or upward to reflect amounts due from or owing to such Partner(s), as the case may be, or cause the Partnership to request payments from or make payments to the appropriate Partner(s) or former Partner(s). The General Partner shall not be required to make any such downward adjustment or request for payment unless failure to do so would have a material adverse effect on the Partnership. It shall be conclusively presumed that any failure to make any such downward adjustment or request for payment shall not have a material adverse effect on the Partnership if the amount in question is less than one percent (1%) of the amount of Net Assets at the time contemplated for such adjustment or request. 5.9 Ownership of Interests. The ownership of Interests shall be recorded on the books and records of the Partnership, and no certificates certifying the ownership of Interests shall be issued except as the General Partner may determine from time to time. 5.10

Transfers of Interests. (a)

Restrictions on Transfer.

(i) No Limited Partner may Transfer an Interest, or any interest therein, until January 1, 2024 (the “Lock-up Date”). (ii) Commencing on the Lockup Date, no Limited Partner may Transfer an Interest, or any interest therein, unless such Transfer (i) arises by operation of law (including by operation of the provisions of the Act), (ii) is made with the prior written consent of the General Partner (which consent may not be unreasonably withheld or delayed), or (iii) is made in MIADOCS 20145569 8 Z9900.6930

compliance with the other provisions of this Section 5.10. Interests may not be transferred to U.S. citizens or residents. Upon the Transfer of an Interest in accordance with this Agreement, the General Partner shall amend this Agreement by modifying Exhibit A as appropriate to reflect such Transfer. (b)

Right of First Refusal (Initial Restrictive Period).

(i) At any time from the Lock-up Date until December 31, 2026 (the “Initial Restrictive Period”), any Common Partner (the “Selling Partner”) will be entitled to sell all or any of its Common Interests, provided that such sale complies with the requirements of this Section 5.10(b). (ii) If at any time during the Initial Restrictive Period a Selling Partner desires to sell or otherwise Transfer all or any of its Common Interests pursuant to this subsection (b), the Selling Partner will submit a written offer (the “Offer Notice”) to sell such Common Interests (the “Offered Interests”) to the General Partner and the non-selling Limited Partners at a price per Common Interest equal to the Common Interest Purchase Price. The Offer Notice will state the Common Interest Purchase Price and will further state that the General Partner or the non-selling Limited Partners, as the case may be, may acquire, in accordance with the provisions of this Agreement, all or some of the Offered Interests for the price and on the terms set forth therein. (iii) The General Partner will have until the date that is forty-five (45) days from the date the Offer Notice was submitted to elect to purchase all or a portion of the Offered Interests. If the General Partner elects to purchase some or all of the Offered Interests, it will communicate in writing its election to purchase such Offered Interests to all of the Limited Partners. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests. The sale of the Offered Interests to the General Partner will be consummated at the offices of the Partnership on a date selected by the General Partner, which shall be within the immediately succeeding seventy-five (75) day period following the date the Offer Notice was submitted. (iv) If the General Partner does not purchase all of the Offered Interests, then the non-selling Limited Partners will have until the date that is sixty (60) days from the date the Offer Notice was submitted to elect to purchase all or a portion of the unsold Offered Interests at the Common Interest Purchase Price. Each non-selling Limited Partner which elects to purchase some or all of the Offered Interests will communicate in writing its election to purchase such Offered Interests to the General Partner and all of the Limited Partners, which communication will state the number of Offered Interests that the non-selling Limited Partner desires to purchase. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests (or if over-subscribed, the portion allocated to such non-selling Limited Partner based on its pro rata percentage of Interests). The sale of the Offered Interests to the non-selling Limited Partners will be consummated at the offices of the Partnership on a date selected by the General Partner, which shall be within the immediately succeeding ninety (90) day period following the date the Offer Notice was submitted.

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(v) If the General Partner and the non-selling Limited Partners as a group do not purchase all of the Offered Interests, then the unsold Offered Interests will continue to be subject to the requirement of a prior offer pursuant to this Section 5.10(b). For the avoidance of doubt, Transfers of Interests may not be made to a third party pursuant to this subsection (b). (c)

Right of First Refusal (Final Restrictive Period).

(i) At any time after the expiration of the Initial Restrictive Period (the â&#x20AC;&#x153;Final Restrictive Periodâ&#x20AC;?), any Selling Partner will be entitled to sell all or any of its Common Interests, provided that such sale complies with the requirements of this Section 5.10(c). (ii) If at any time during the Final Restrictive Period a Selling Partner desires to sell or otherwise Transfer all or any of its Common Interests pursuant to this subsection (c), the Selling Partner will submit an Offer Notice to sell such Offered Interests to the General Partner and the non-selling Limited Partners at a price per Common Interest equal to the Common Interest Purchase Price. The Offer Notice will state the Common Interest Purchase Price and will further state that the General Partner or the non-selling Limited Partners, as the case may be, may acquire, in accordance with the provisions of this Agreement, all or some of the Offered Interests for the price and on the terms set forth therein. (iii) The General Partner will have until the date that is forty-five (45) days from the date the Offer Notice was submitted to elect to purchase all or a portion of the Offered Interests. If the General Partner elects to purchase some or all of the Offered Interests, it will communicate in writing its election to purchase such Offered Interests to all of the Limited Partners. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests. The sale of the Offered Interests to the General Partner will be consummated at the offices of the Partnership on a date to be selected by the General Partner, which shall be within the immediately succeeding seventy-five (75) day period following the date the Offer Notice was submitted. (iv) If the General Partner does not purchase all of the Offered Interests, then the non-selling Limited Partners will have until the date that is sixty (60) days from the date the Offer Notice was submitted to elect to purchase all or a portion of the unsold Offered Interests. Each non-selling Limited Partner which elects to purchase some or all of the Offered Interests will communicate in writing its election to purchase such Offered Interests to the General Partner and all of the Limited Partners, which communication will state the number of Offered Interests that the nonselling Limited Partner desires to purchase. Such communication will, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such number of the Offered Interests (or if over-subscribed, the portion allocated to such non-selling Limited Partner based on its pro rata percentage of Interests). The sale of the Offered Interests to the non-selling Limited Partners will be consummated at the offices of the Partnership on a date to be selected by the General Partner, which shall be within the immediately succeeding ninety (90) day period following the date the Offer Notice was submitted. (v) If the General Partner and the non-selling Limited Partners as a group do not purchase all of the Offered Interests, then, with the prior written consent of the General Partner, the unsold Offered Interests may be sold by the Selling Partner at any time within

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the immediately succeeding one hundred and twenty (120) day period following the date the Offer Notice was submitted to a third party or third parties (the “Proposed Transferee”). Any such sale will be to the Proposed Transferee, at not less than the price and on other terms, if any, not more favorable to the Proposed Transferee than those specified in the Offer Notice. If all of the Offered Interests are not sold within such 120-day period, then the Offered Interests will continue to be subject to the requirement of a prior offer pursuant to this Section 5.10(c). If Offered Interests are sold pursuant to this Section 5.10(c) to any purchaser who is not a party to this Agreement, the purchaser of such Offered Interests will execute and deliver to the Partnership a document under which such Person has agreed to be bound by the provisions of this Agreement as a Common Partner as a precondition of the purchase of the Offered Interests and any Offered Interests sold to such purchaser will continue to be subject to the provisions of this Agreement. (d) Permitted Transfers. Notwithstanding the foregoing restrictions, with the prior written consent of the General Partner, which consent may not be unreasonably withheld or delayed, a Limited Partner may Transfer its Interests to an Affiliate with the same beneficial owners of such Limited Partner or to its beneficial owners. In addition, the restrictions on transfers contained in this Section 5.10 do not apply to transfers by the General Partner of its Common Interests. (e)

Duties and Liabilities of Transferors and Transferees.

(i)

Duties and Liabilities of Transferors.

(A) If a Person desires to Transfer an Interest, or an interest therein, pursuant to Sections 5.10(a), (b) or (c), such Person shall be responsible for any legal, accounting and other costs and expenses incurred by the Partnership in connection with reviewing such Transfer for compliance with this Section 5.10 and applicable laws. In addition, upon the request of the General Partner, a Person desiring to Transfer an Interest, or any interest therein, shall, at such Person’s sole cost and expense, either cause the Partnership to be provided with, or authorize the Partnership to obtain, an opinion of counsel reasonably satisfactory to the General Partner that the proposed Transfer complies with the Securities Act and any applicable Securities Laws. (B) Unless the General Partner expressly agrees otherwise, no Transfer of an Interest, or any interest therein, other than pursuant to a statutory merger or consolidation of the transferor wherein all duties and liabilities of the transferor are assumed by a successor corporation by operation of law, shall relieve the transferor of its duties and liabilities under this Agreement. (ii)

Rights, Duties and Liabilities of Transferees.

(A) No Person to whom a Transfer of an Interest, or an interest therein, has been made pursuant to the provisions of Sections 5.10(a), (b) or (c) (an “Assignee”) shall be admitted to the Partnership as a Limited Partner unless such admission has been expressly approved by the General Partner and the General Partner has caused the books and records of the Partnership to reflect such admission.

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(B) Prior to the admission of an Assignee to the Partnership as a Limited Partner pursuant to Section 5.10(d), such Assignee shall make the representations and warranties to the Partnership that are made by subscribers in the Subscription Agreement. (C) A Person admitted to the Partnership as a Limited Partner pursuant to Section 5.10(d)(ii)(A) shall, to the extent of the Interest Transferred to such Person, succeed to all of the rights, powers and authority of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner. (D) Unless the General Partner expressly agrees otherwise, notwithstanding any provision of the Act, any Person to whom an Interest, or an interest therein, is Transferred, whether or not such Person is admitted to the Partnership as a Limited Partner, shall, to the extent of such Interest or interest therein, succeed to the duties and liabilities of the transferor under this Agreement. (f) Effective Dates of Transfers. All distributions pursuant to Section 6.6 attributable to a Transferred Interest or interest therein (A) with respect to which the distribution record date determined by the General Partner is before the date such Transfer is deemed to occur, shall be made to the transferor, and (B) with respect to which the distribution record date determined by the General Partner is on or after the date such Transfer (other than a pledge, encumbrance, hypothecation or mortgage) is deemed to occur, shall be made to the transferee. (g) Effect of Non-Complying Transfers. Any Transfer of any Interest, or interest therein, in breach of this Section 5.10, or that would, in the General Partnerâ&#x20AC;&#x2122;s reasonable judgment, either: (i) cause the Partnership or the General Partner to be in violation of any requirement, condition or guideline contained in any U.S. federal, state or foreign law or in any order, directive, opinion, ruling or regulation of a U.S. federal, state or foreign governmental agency or self-regulatory organization; or (ii) necessitate the registration of the Partnership as an investment company under the Investment Company Act, in each case, shall be wholly null and void and shall not effectuate the Transfer contemplated thereby. The Partnership shall have the right to obtain injunctive relief (in addition to and not in lieu of any other remedies available to it) in the event of any breach or threatened breach of the provisions of this Section 5.10. ARTICLE VI DISTRIBUTIONS TO AND WITHDRAWALS BY PARTNERS; CALL OPTION 6.1 Withdrawals by Limited Partners from Capital Accounts. Except as allowed by the General Partner, in its sole discretion, no Limited Partner shall have the right to withdraw capital or demand or receive distributions or other returns of any amount in its Capital Account, except as expressly provided in this Article VI. On the full withdrawal of a Limited Partner in accordance with this Agreement, the General Partner shall amend this Agreement by modifying Exhibit A to reflect such withdrawal. 6.2 Voluntary Withdrawal of Limited Partners. Prior to the completion of the winding up of the business and affairs of the Partnership, no Limited Partner shall have the right to resign or withdraw as such, unless such withdrawal has been approved by the General Partner in its sole discretion.

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6.3

Involuntary Withdrawal of Limited Partners.

(a) The General Partner may at any time require any Limited Partner to: (a) withdraw all of its Capital Account and withdraw as a Limited Partner as of any date, by giving not less than ten (10) calendar days Notification to such Limited Partner, if the General Partner determines that (i) such Limited Partner has failed, did not timely provide, or provided misleading information regarding the AEOI Legislation, as specified in Section 12.7 of this Agreement, (ii) such Limited Partner made a material misrepresentation to the Partnership in connection with acquiring its Interest, or (iii) such Limited Partner’s continuing ownership of an Interest would cause the Partnership or the General Partner to be in violation of any requirement, condition or guideline contained in any U.S. federal, state or foreign law or in any order, directive, opinion, ruling or regulation of a U.S. federal, state or foreign governmental agency or self-regulatory organization. 6.4 Status After Withdrawal. Except as provided in Section 6.2 or Section 6.3, a Limited Partner who is permitted or required to resign or withdraw as a Limited Partner pursuant to this Agreement shall have no rights against the Partnership. A Limited Partner who is permitted or required to withdraw shall continue as a Limited Partner after the date of the applicable withdrawal notice, but not after the effective date of such withdrawal, notwithstanding that withdrawal proceeds are not paid to such Person until after the effective date of such withdrawal. 6.5 Withdrawals by the General Partner. The General Partner may not withdraw amounts from its Capital Account, nor may it withdraw, retire or resign as general partner of the Partnership. For the avoidance of doubt, the General Partner may receive distributions, in accordance with Section 6.6. 6.6

Distributions.

(a) Subject to the other provisions of this Section 6.6, the Partnership shall make distributions of cash at the times and in the amounts that the General Partner may determine to the Partners from time-to-time, in the General Partner’s discretion, and in the following order of priority: (i)

first, to the Preferred Partners to the extent of their unpaid Preferred

Partner Return; (ii) second, either (A) to the Preferred Partners, pro rata based on their Adjusted Capital Contributions until their Capital Contributions have been returned in full, or (B) to a reserve account established by the General Partner for the purpose of reserving enough funds to exercise its Call Option (defined below) (the “Preferred Interest Repurchase Reserve”), until distributions made into such reserve account equal the aggregate amount of issued and outstanding Preferred Interests, reduced by all capital that has already been repaid to the Preferred Partners (other than the Preferred Partner Return); and (iii)

then, pro rata to the Common Partners based on their respective

Percentage Interests.

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(b) The Partnership will issue the General Partner any Carried Interest accrued but unissued within one hundred and twenty (120) days of the end of each even-numbered Fiscal Year, commencing with 2026. The Partnership will issue the Common Partners any Excess Carried Interest accrued but unissued within one hundred and twenty (120) days of the end of each even-numbered Fiscal Year, commencing with 2026, pro rata in accordance with their respective Percentage Interests. The number of Carried Interests and Excess Carried Interests issued to the General Partner and the Common Partners pursuant to this Section 6.6(b), respectively, will be determined by dividing the Total Value Created by US$1,000. For the avoidance of doubt, if in any given period the Total Value Created is equal to or less than zero, no Carried Interests or Excess Carried Interests will be issued with respect to such period. (c) Notwithstanding Section 6.6(a), the Partnership, as applicable, will be entitled to withhold from any distributions, in its sole discretion, appropriate reserves for expenses and liabilities of the Partnership, as applicable, as well as for any required tax withholdings, including, but not limited to, any AEOI Legislation withholding taxes. 6.7 Legal Restrictions on Capital Withdrawals and Distributions. Notwithstanding any other provision of this Agreement, no Capital Withdrawal or Distribution shall be made to the extent that, after giving effect to such withdrawal, the Partnership would be in violation of the Act. 6.8

Call Option; Mandatory Exercise.

(a)

Call Option.

(i) The Partnership shall have the option (the “Call Option”) to purchase and redeem all (but not less than all) of the outstanding Preferred Interests from the Preferred Partners, subject to the terms and conditions set forth in this Agreement. The Call Option may be exercised by the Partnership by providing written notice to all of the Preferred Partners at any time after August 1, 2023. (ii) Notwithstanding anything to the contrary contained herein, the Call Option must be exercised by the Partnership on or prior to August 1, 2027. (iii) When the Call Option is exercised, the Preferred Partners shall transfer and convey to the Partnership all of the issued and outstanding Preferred Interests, and the Partnership shall pay the Preferred Partners a purchase price per Preferred Interest equal to their Adjusted Capital Contributions, plus all Preferred Partner Return accrued but unpaid as of the date of closing. (iv) After the exercise of the Call Option, the Preferred Interests shall be transferred to the Partnership at a closing (the “Call Option Closing”) to be held on a date to be agreed upon by the parties, but which shall be no more than thirty (30) days after the date the Call Option is exercised. At the Call Option Closing, the Preferred Partners shall: (i) transfer and deliver the Preferred Interests to be transferred to the Partnership free and clear of all liens; and (ii) endorse, sign and deliver such assignments and other documents as are reasonably required by the Partnership to convey ownership of the Preferred Interests as contemplated hereby.

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(b) Call Option Subject to Mandatory Exercise. For the avoidance of doubt, the Partnership must exercise the Call Option and redeem the outstanding Preferred Interests of the Partnership on or prior to August 1, 2027. ARTICLE VII CAPITAL ACCOUNTS; ALLOCATIONS 7.1

Capital Accounts; Opening Balances.

(a) The General Partner shall establish on the books of the Partnership: (i) a single capital account for the General Partner and (ii) a separate capital account for each Limited Partner (each, an “Account” or “Capital Account”). (b) As of the first day of each Accounting Period, the General Partner shall establish the balance of each Capital Account (the “Opening Balance” of such Capital Account). (c) In the case of the General Partner’s Capital Account, the Opening Balance shall be, for the Accounting Period during which the initial Capital Contribution is credited to such Account, an amount equal to such Capital Contribution, and, for each Accounting Period thereafter, shall be an amount equal to the Closing Balance of such Capital Account as of the end of the immediately preceding Accounting Period, minus any Capital Withdrawal from such Capital Account effected at the end of such immediately preceding Accounting Period, plus any Capital Contribution made to such Capital Account no later than the first Business Day of such Accounting Period. (d) In the case of the Capital Account of a Limited Partner, the Opening Balance shall be for the Accounting Period during which the initial Capital Contribution is credited to such Account, an amount equal to (i) such Limited Partner’s Capital Contribution to that Account and (ii) such Account’s pro rata share (based on Capital Contributions) of the Partnership’s economic profits, both realized and unrealized, and debit such Account with (a) any distributions to such Limited Partner from such Account, (b) such Account’s pro rata share (based on Capital Contributions) of the Partnership’s economic losses, both realized and unrealized, (c) such Account’s pro rata share of the Partnership’s expenses, (d) the Management Fees charged against such Account and paid to the General Partner, if any, and (e) any carried interest charged against such Account and allocated to the General Partner. 7.2 Closing Balances; Allocation of Profits and Losses for Financial Purposes. As of the end of each Accounting Period (but before deducting any Capital Withdrawals deemed to be effected as of end of such Accounting Period), the General Partner shall establish the closing balances of Capital Accounts for such Accounting Period (the “Closing Balance” of each such Account) by adjusting the Opening Balances of such Accounts for such Accounting Period in a manner consistent with the distribution of proceeds from investments as described in Article VI. 7.3

Certain Special Allocations.

(a) If a tax or other assessment is imposed on the Partnership, and the assessment amount is determined by the status or identity of one or more Partners (e.g., their residence), the General Partner may specially allocate the related expense to, and deduct the

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affected Partner’s allocable share of the assessment from, the appropriate Capital Account (as if the deduction were a distribution). (b) The General Partner may otherwise allocate increases and decreases of Net Assets on a basis other than pro rata among the Opening Balances of Capital Accounts to the extent it reasonably determines that doing so is required by law or is more appropriate and equitable than allocating on such a pro rata basis. (c) The General Partner may, if it deems doing so to be equitable and appropriate, establish reserves with respect to any particular Limited Partner’s Capital Account. The General Partner may charge to a Limited Partner’s Capital Account the reasonable cost of any special services that the Partnership provides to such Limited Partner at its request. If one or more Limited Partners brings a Proceeding against the Partnership or the General Partner that is Judicially Determined to be frivolous or the equivalent, the General Partner may charge the Partnership’s costs and expenses relating to such Proceeding solely to the Capital Accounts of those Partners. 7.4 No Interest on Capital Contributions. Except for the Preferred Partner Return, Partners shall not be entitled to interest on their Capital Contributions or on their Capital Accounts. 7.5 Loans. Loans by a Partner to the Partnership shall not be considered Capital Contributions. Unless the General Partner determines otherwise, if any Partner shall advance funds to the Partnership in excess of the Capital Contribution(s) required to be made by such Partner pursuant to this Agreement, the making of such advances shall not result in any increase in the amount of the Capital Account of such Partner. The amounts of any such advances shall be a debt of the Partnership to such Partner and shall be payable or collectible only out of the assets of the Partnership in accordance with the terms and subject to the conditions upon which such advances are made. The repayment, upon the winding up of the Partnership, of loans made to the Partnership by a Partner shall be subject to the order of priority set forth in Section 11.4. ARTICLE VIII RECORDS AND ACCOUNTING; REPORTS; CONFIDENTIALITY 8.1

Partnership Books and Records; Inspection Rights.

(a) The General Partner shall cause the Partnership to maintain such books and records relating to the business and affairs of the Partnership and such other books and records as the General Partner may determine to be appropriate (“Records”). (b) Subject to Sections 8.1(c) and (d), each Partner shall have the right to access certain information contained in the Records, only to the extent required by the Act. (c) The rights of Limited Partners to receive information relating to the business and financial condition of the Partnership shall be as expressly provided in this Agreement. (d) The Limited Partners agree that any right that they shall have under this Agreement or under applicable law to receive, review or inspect the Records, the register of limited partnership interests or other documents which provide details with respect to other Partners shall,

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to the maximum extent permitted by applicable law, be restricted to a right to receive, review or inspect details relating to their own investment in the Partnership only. (e) The General Partner shall cause the following to be recorded in the register of partnership interests in accordance with the Act: (i) the name and address, amount and dates of contributions of each Partner and (ii) the amount and date of any payment representing a return of any part of any Partner’s contribution. The General Partner cause such information to be updated within 21 days of any change thereof. 8.2

Fiscal Year; Accounting Period; Accounting Methods.

(a) The Fiscal Year of the Partnership shall end on December 31 of each year (except that the last Fiscal Year of the Partnership shall end upon the date of the termination of the Partnership), and the Fiscal Quarters of the Partnership shall end on March 31, June 30, September 30 and December 31 of each year, unless the General Partner determines otherwise. (b) The initial Accounting Period shall (i) begin as of the date of the Common Interest Closing and (ii) end on the last day of such month. Each subsequent Accounting Period shall (i) begin on the first day of the month and (ii) end of the last day of such month, except that the last Accounting Period shall end on the date of termination of the Partnership. (c) The Partnership shall keep its financial books under the cash or accrual method of accounting (as determined by the General Partner), and, as to matters not specifically covered in this Agreement, in accordance with International Financial Reporting Standards (“IFRS”). 8.3

Determination and Calculation of Liabilities and Valuation of Assets.

(a) The liabilities of the Partnership shall be deemed to include: (i) all of its bills and accounts payable; (ii) all of its accrued or payable expenses; and (iii) all of its other liabilities, present or future, including Reserves. (b) For purposes of determining the Partnership’s liabilities at a particular time, the General Partner may estimate expenses that are incurred on a regular or recurring basis over yearly or other periods and treat the amount of any such estimate as accruing in equal portions over any such period. (c) The General Partner may establish such reserves for the Partnership for contingent, unknown or unfixed debts, liabilities or obligations of the Partnership as the General Partner may reasonably determine to be advisable, whether or not in accordance with IFRS (“Reserves”). Any such Reserve, if and when reserved, shall be allocated among the Capital Accounts of the Partners who are Partners at the time of the making of such Reserve in the manner provided in Section 7.3(c), unless the General Partner determines that it would be more equitable to allocate such Reserve among the Capital Accounts of those Persons who were Partners at the time such Reserve was established. (d) The assets of the Partnership shall be deemed to include: (i) all of its cash on hand or on deposit, including any interest accrued thereon; (ii) all of its demand notes and

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accounts receivable; (iii) all of its Financial Instruments; (iv) all interest accrued on its interestbearing Financial Instruments; and (v) all of its other assets of every kind and nature, including prepaid expenses. (e) The General Partner shall determine the fair market value of the Partnership’s assets and liabilities in good faith. To the extent applicable to any of the foregoing, the General Partner shall follow IFRS, except when it in its discretion deems the same to be inequitable or inappropriate. Such determination shall be conclusive and binding on all of the Partners and all parties claiming through or under them. 8.4

Reports.

(a) As soon as reasonably practicable after the end of each calendar year, the General Partner shall cause to be delivered to each Person who was a Partner at any time during such year a report setting forth (i) the net asset value of such Limited Partner’s Capital Account as of the end of such year and (ii) such other financial information as the General Partner may deem appropriate. (b) As soon as reasonably practicable after the end of each calendar quarter, the Partnership will provide to each Limited Partner with a report, reflecting any information as the General Partner may deem appropriate. 8.5 Tax Returns and U.S. Tax Status. If applicable, the General Partner will cause applicable income tax returns for the Partnership to be prepared and timely filed (subject to the General Partner’s discretion to obtain extensions) with the appropriate authorities. The General Partner, in its sole and absolute discretion, shall determine the accounting methods and conventions under the tax laws of the relevant jurisdictions or any other method or procedure relating to the preparation of such tax returns. In addition, the General Partner, in its sole and absolute discretion, may cause the Partnership to make (or refrain from making) any and all tax elections permitted by such tax laws and may charge the costs of complying with such election to the Partner(s) who requested that such election be made. 8.6

Confidentiality.

(a) General Rule of Confidentiality. Except as provided in Section 8.6(b), each Limited Partner agrees to keep confidential, not to make any use of, and not to provide or disclose to any Person, any information or matter relating to the Partnership and its business and affairs, including reports furnished to Limited Partners pursuant to Section 8.4, the identities of other Partners, any offering materials used in connection with the marketing and private placement of Interests (including this Agreement and the Subscription Agreements) and any information or matter related to any investment made by the Partnership (all of the foregoing, “Confidential Information”). (b) Exceptions to General Rule of Confidentiality. Notwithstanding the provisions of Section 8.6(a): (i) A Limited Partner may provide or disclose Confidential Information to its members, partners, shareholders, directors, officers and employees, and to its financial, legal, MIADOCS 20145569 8 Z9900.6930

tax and other advisors (each, an “Authorized Person”), for any purpose reasonably related to its interest in the Partnership; provided, however, that such Limited Partner notifies each such Authorized Person in writing of the restrictions set forth in this Section 8.6 and states in such writing, in a prominent fashion, that such Authorized Person, by receiving such Confidential Information, will be deemed to have agreed to comply with such restrictions. (ii) A Limited Partner or any of its Authorized Persons may provide or disclose Confidential Information to any Person if: (A) the information contemplated to be provided or disclosed is publicly known at the time of proposed disclosure as a result of actions other than a breach by such Limited Partner or any of its Authorized Persons of the provisions of this Section 8.6; (B) such disclosure is required by law or regulation; (C) such disclosure is required by any governmental agency, regulatory authority or self-regulatory organization having jurisdiction over such Limited Partner; or (D) such disclosure is approved in advance by the General Partner. A Limited Partner or its Authorized Person shall use its reasonable best efforts to give reasonable prior Notification to the General Partner of any disclosure pursuant to clauses (B) or (C) of this Section 8.6(b)(ii) to afford the General Partner the opportunity to obtain an appropriate protective order. (c) Rights of General Partner. Unless the General Partner expressly agrees otherwise, the General Partner shall have the right to publicize: (i) the fact that it serves as the general partner of the Partnership; (ii) the performance of the Partnership; and (iii) the identity of Limited Partners, provided it does so in a manner that does not constitute “general advertising” or “general solicitation” with respect to the Partnership or the Interests within the meaning of Regulation D under the Securities Act. (d) Proprietary Information of General Partner. Each Limited Partner acknowledges and agrees that the General Partner owns all rights, title and interest in and to the trading models, strategies, software and other proprietary materials utilized or generated by it in the course of managing and conducting the business and affairs of the Partnership, including all patent, trademark, copyright and trade secret rights therein (all of the foregoing, “Proprietary Information”). Nothing in this Agreement shall be construed as granting the Limited Partners any rights or license of any kind with respect to the Proprietary Information. Each Limited Partner agrees: (i) to keep the Proprietary Information confidential pursuant to Section 8.6(a), and (ii) not to copy, alter, reserve engineer or decompile the Proprietary Information or otherwise attempt to access or use any of the trade secrets contained therein. 8.7

Safeguarding Confidential Information.

(a) To the extent permitted by applicable law, and notwithstanding anything in this Agreement to the contrary, the General Partner may, in its sole and absolute discretion, keep confidential from any Limited Partner information to the extent the General Partner reasonably determines that: (i) any disclosure of such information to such Limited Partner would be likely to have a material adverse effect upon the Partnership, a Partner or an investment of the Partnership due to an actual or likely conflict of business interest between such Limited Partner and one or more other parties or an actual or likely imposition of additional statutory or regulatory obligations or constraints upon the Partnership, a Partner or an investment of the Partnership; or (ii) in the case of a Limited Partner that the General Partner reasonably determines cannot or will not adequately

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protect against the improper disclosure of confidential information, the disclosure of such information to a non-Partner would likely have a material adverse effect upon the Partnership, a Partner, or an investment of the Partnership. (b) So long as the General Partner acts pursuant to this Section 8.7 such action by the General Partner shall not constitute a breach of this Agreement or of any duty stated or implied in law or equity provided, however, that any such actions taken or not taken by the General Partner under this Section 8.7 were taken in good faith. ARTICLE IX EXCULPATION AND INDEMNIFICATION OF GENERAL PARTNER ASSOCIATES 9.1

Exculpation. (a)

Notwithstanding any other provision of this Agreement:

(i) to the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or any Limited Partner, the General Partner shall not be liable for monetary or other damages to the Partnership or such Limited Partner for the General Partner’s good faith reliance on the provisions of this Agreement or for: (A) losses sustained or liabilities incurred by the Partnership or such Limited Partner as a result of errors in judgment on the part of the General Partner, or any act or omission of the General Partner, if such losses or liabilities were not the result of the General Partner’s willful misfeasance, bad faith or gross negligence in the performance of, or reckless disregard of, its duties under this Agreement; (B) errors in judgment on the part of any Person, or any act or omission of any Person, selected by the General Partner to perform services for or otherwise transact business with the Partnership, provided that, in selecting such Person, the General Partner acted without willful misfeasance, bad faith or gross negligence; or (C) circumstances beyond the General Partner’s control, including the bankruptcy, insolvency or suspension of normal business activities of any broker-dealer, bank or other financial institution holding Partnership Property; (ii) to the extent that, at law or in equity, a General Partner Associate (other than the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or any Limited Partner, such General Partner Associate shall not be liable for monetary or other damages to the Partnership or such Limited Partner for such General Partner Associate’s good faith reliance on the provisions of this Agreement or for losses sustained or liabilities incurred by the Partnership or such Limited Partner as a result of errors in judgment on the part of such General Partner Associate, or any act or omission of such General Partner Associate, if such losses or liabilities were not the result of such General Partner Associate’s willful misfeasance or bad faith; and (iii) in no event shall the Liquidator be liable for losses sustained or liabilities incurred by the Partnership or any Limited Partner except to the extent required by law. (b) Each General Partner Associate and the Liquidator shall be fully protected in relying in good faith upon the books and records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any of its Partners, officers or agents (including legal counsel, accountants, auditors, appraisers, investment bankers and other MIADOCS 20145569 8 Z9900.6930

independent experts) acting for the Partnership or any Partner as to matters such General Partner Associate or the Liquidator, as the case may be, reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions by the Partnership might properly be made. (c) Notwithstanding the foregoing, no exculpation of a General Partner Associate or the Liquidator shall be permitted hereunder to the extent such exculpation would be inconsistent with the requirements of the Securities Laws or of any other applicable law. 9.2

Indemnification.

(a) To the fullest extent permitted by law, the Partnership shall indemnify each General Partner Associate and the Liquidator (each, an “Indemnitee”) from and against any and all Losses, except to the extent that it is Judicially Determined that an act or omission of such General Partner Associate or Liquidator, as the case may be, was the primary cause of such Losses and that such General Partner Associate or Liquidator, as the case may be, is not entitled to be exculpated from such Losses pursuant to the provisions of Section 9.1. (b) Reasonable expenses incurred by an Indemnitee who is a party or witness in a Proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of the Proceeding upon receipt by the Partnership of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified hereunder. (c) The indemnification provided by this Section 9.2 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to a General Partner Associate or the Liquidator, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s personal representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This subsection (c), however, shall not be construed to entitle any Indemnitee to receive any amount under the provisions of this Article IX in respect of any Losses to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (d) Notwithstanding the foregoing, no indemnification of an Indemnitee shall be permitted hereunder to the extent such indemnification would be inconsistent with the requirements of the Securities Laws or of any other applicable law. (e) The Partnership may purchase and maintain insurance, at its own cost and expense, on behalf of any one or more Persons against any liability that may be asserted against or expenses that may be incurred by such Person(s) in connection with the activities of the

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Partnership, regardless of whether the Partnership would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (g) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. 9.3 Indemnification Period. Indemnification Obligations shall remain in effect for a period of two years after the termination of the Partnership; except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Partnership on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.3, until it is Judicially Determined that the Partnership is not liable for such Loss. ARTICLE X AMENDMENT; CONSENTS FOR OTHER PURPOSES 10.1

Amendments.

(a) Subject to Section 10.1(b), the General Partner may amend this Agreement at any time and from time to time, whether by changing any one or more of the provisions hereof, removing any one or more provisions herefrom or adding one or more provisions hereto: (i) without obtaining the authorization, approval, agreement, consent or vote of any Limited Partner, for such purpose or purposes as the General Partner may reasonably determine to be necessary, appropriate, advisable or convenient to the management and conduct of the business and affairs of the Partnership, provided that, in the reasonable good faith judgment of the General Partner, such amendment does not have and cannot reasonably be expected to have a material adverse effect on the Partnership or any Limited Partner; (ii) without obtaining the authorization, approval, agreement, consent or vote of any Limited Partner, to: (A) otherwise cause the Partnership to comply with any requirement, condition or guideline contained in any U.S. federal, state or foreign law or in any order, directive, opinion, ruling or regulation of a U.S. federal, state or foreign governmental agency or self-regulatory organization; (B) reflect the admission, substitution, termination or withdrawal of Partners after the date hereof in accordance with this Agreement; (C) cure any ambiguity in this Agreement; or (D) provide, pursuant to Section 3.4(b), that any one or more Additional General Partners may possess and exercise any one or more of the rights, powers and authority possessed by the General Partner under this Agreement; (iii) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on the Partnership or the Limited Partners generally, if the General Partner gives Notification to the Limited Partners, at least thirty (30) days prior to the implementation of such amendment, setting forth all material facts relating to such amendment,

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and obtains the Consent of the Partnership to such amendment prior to the implementation thereof; or (iv) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on any one or more specific Limited Partners, if the General Partner receives consent to such amendment from such affected Limited Partner(s). (b) Notwithstanding any other provision of Section 10.1(a), this Agreement may not be amended so as to: (a) modify the limited liability of a Limited Partner, without the consent of such Limited Partner or (b) materially reduce the amount of distributions to which such Limited Partner is entitled under this Agreement, without the consent of such Limited Partner. 10.2 Consents for Other Purposes. The General Partner may from time to time determine to submit to the Partnership, for its approval, actions or practices that are not required to be approved by the Partnership or the Limited Partners pursuant to this Agreement (including transactions subject to the provisions of Section 206(3) of the Investment Advisers Act). Any such action or practice will be deemed to have been approved by the Partnership if: (a) no later than thirty (30) days prior to the proposed taking of such action or implementation of such practice, the General Partner gives Notification to the Limited Partners describing such action or practice in reasonable detail and (b) prior to the taking of such action or implementation of such practice, the General Partner obtains the Consent of the Partnership to such action or practice. 10.3 Waiver. The General Partner has general authority, without any obligation to give Notification to any Limited Partner, to waive any provision of this Agreement in any respect provided that such waiver, in the reasonable good faith judgment of the General Partner, does not have and cannot reasonably be expected to have a material adverse effect on the Partnership or any Limited Partner. No waiver of any Management Fee in respect of any one or more Capital Accounts, whether in whole or in part, and no waiver of the conditions otherwise applicable to making Capital Withdrawals from any one or more Capital Accounts, shall, in and of itself, be deemed to have a material adverse effect on the Partnership or on any Limited Partner to whom such a waiver is not granted. ARTICLE XI WINDING UP, LIQUIDATION AND TERMINATION 11.1 Events Causing Wind Up. The term and business of the Partnership shall be terminated and the Partnership shall be wound up upon the first to occur of the following events, and, except as otherwise required by the Act or other applicable law, no other event shall cause the wind up of the Partnership: (a) subject to Section 3.2, the General Partner declares in writing that the Partnership shall be wound up and gives Notification of such declaration to the Limited Partners; (b) an Event of Withdrawal or the Bankruptcy of the General Partner; provided, however, that no such Event of Withdrawal or Bankruptcy shall cause the termination of the Partnership if at the time of such Event of Withdrawal or Bankruptcy there is at least one other general partner of the Partnership that has been admitted to the Partnership as a general partner pursuant to Section 3.4(b) and such other general partner carries on the business of the Partnership

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(it being understood and agreed that this Agreement shall be construed to permit the business of the Partnership to be carried on by such other general partner in the event of an Event of Withdrawal or the Bankruptcy of the General Partner); or (c) an order is made by the courts of the Cayman Islands for the winding up of the Partnership under the Act. 11.2 Winding Up. If the Partnership is to be wound up pursuant to Section 11.1, its business and affairs shall be wound up as soon as reasonably practicable thereafter in the manner set forth below. (a) The winding up of the business and affairs of the Partnership shall be carried out by a liquidator (the “Liquidator”). Unless otherwise required by law, the Liquidator shall be the General Partner or a Person selected by the General Partner (unless the Partnership is terminated pursuant to the provisions of Section 11.1(c), in which case the Liquidator shall be a person selected by a Majority in Interest of the Limited Partners determined as of the beginning of the Accounting Period during which the decree is entered). (b) The Liquidator shall possess full and exclusive right, power and authority, in the name of and for and on behalf of the Partnership, to take such actions as are permitted to be taken by a liquidator under the Act, to the extent the Liquidator reasonably determines such actions are necessary, appropriate, advisable or convenient to effect the orderly winding up of the Partnership’s business and affairs. (c) The winding up of the Partnership shall not commence, unless the General Partner or the Liquidator, as the case may be, resolves or determines otherwise, until notice of winding-up has been filed with the Registrar under the Act. 11.3 Compensation of Liquidator. The Liquidator shall be entitled to receive reasonable compensation from the Partnership, but only from the Partnership’s assets, for its services as liquidator. 11.4

Distribution of Property and Proceeds of Sale Thereof.

(a) Upon completion of all desired sales, retirements and other dispositions of Partnership Property on behalf of the Partnership, the Liquidator shall, in accordance with the provisions of the Act, distribute the net proceeds of such sales, retirements and dispositions, and any Partnership Property that is to be distributed in-kind, in the following order of priority: (i) to pay or make reasonable provision for the payment of the debts, liabilities and obligations of the Partnership to creditors of the Partnership, including, to the extent permitted by applicable law, Partners and former Partners who are creditors of the Partnership (other than liabilities for distributions to Partners and former Partners under the Act); (ii) to satisfy liabilities of the Partnership to Partners and former Partners for distributions under the Act;

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(iii) to the Preferred Partners, to the extent of their Adjusted Capital Contributions and any accrued but unpaid Preferred Partner Return; and (iv)

to the Common Partners, as provided in Section 6.6(a)(iii).

(b) All distributions required under this Section 11.4(a) shall be at such time as the Liquidator deems appropriate. (c) Pursuant to the provisions of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims. (d) Amounts in reserves established by the Liquidator pursuant to the Act shall be paid to creditors of the Partnership as set forth in Section 11.4(a)(i). Any amounts remaining in such reserves after such payments shall be paid as provided in Sections 11.4(a)(ii) and (iii). 11.5 Final Accounts. Within a reasonable time following the completion of the winding up of the business and affairs of the Partnership (excluding, for purposes of this Section 11.5, the disposition of reserves described in Section 11.4(d)), the Liquidator shall furnish to each Partner a statement setting forth the assets and the liabilities of the Partnership as of the date of such completion and each Partnerâ&#x20AC;&#x2122;s share of distributions pursuant to Section 11.4. 11.6 Deficit Capital Accounts. Notwithstanding any other provision of this Agreement, to the extent that, upon completion of the winding up of the business and affairs of the Partnership, there is a deficit in any Partnerâ&#x20AC;&#x2122;s Capital Account, such deficit shall not be an asset of the Partnership and such Partner shall not be obligated to contribute such amount to the Partnership to bring the balance of such Capital Account to zero. 11.7 Statutory Winding-Up, Liquidation and Dissolution. Upon completion of the foregoing winding up and liquidation procedures, the General Partner or the Liquidator, as the case may be, shall file a notice of dissolution with the Registrar in accordance with the Act, whereupon the Partnership shall dissolve. The Limited Partners may not apply to the court for an order that the Partnership be wound up, liquidated and dissolved. ARTICLE XII MISCELLANEOUS 12.1

Construction and Governing Law.

(a) This Agreement, the Subscription Agreement and any documents evidencing substitute Management Fee arrangements, substitute withdrawal arrangements, or substitute carried interest arrangements contain the entire understanding among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous

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agreements, understandings, arrangements, inducements or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof and thereof. (b) All provisions of this Agreement and the Subscription Agreements shall be governed by and construed and administered in accordance with the laws of the Cayman Islands without regard to principles of conflict of laws which would result in the application of the laws of any other jurisdiction. (c) Any dispute, controversy or question of interpretation arising under, out of, in connection with or in relation to this Agreement or any amendments hereof, or any breach or default hereunder (a “Dispute”), shall be resolved and finally determined by binding arbitration in accordance with the international arbitration rules of the American Arbitration Association (“AAA”). There shall be one independent arbitrator, to be selected by the parties. If the parties cannot agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules. The arbitration shall be held in Miami, Florida, and in the English language. Any award rendered in such proceedings shall be final and binding on the parties hereto and judgment may be entered thereon in any court having jurisdiction thereof. Neither the existence of any dispute, controversy or claim nor the fact that arbitration is pending shall relieve any party of its respective obligations under this Agreement. Each party hereby consents to the exclusive jurisdiction of the arbitration panel described above and irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such arbitration in the foregoing forum. In the event of any such arbitration, the prevailing party shall be entitled to recover from the other parties hereto all costs and expenses which the prevailing party incurs in connection with such arbitration, including reasonable attorneys’ fees incurred before arbitration, during arbitration or on appeal. (d) In case any one or more of the provisions contained in this Agreement shall, for any reason, be found or held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions of this Agreement in that or any other jurisdiction, unless such a construction would be unreasonable. If the General Partner shall determine, with the advice of reputable counsel, that any provision of this Agreement is in conflict with (A) the Securities Laws or (B) other applicable laws, rules, regulations or orders, whether generally or in a particular application, then the conflicting provision or such particular application thereof, as the case may be, shall not be deemed to constitute a part of this Agreement for so long as such conflict exists (provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or any lawful application of any provision, or render invalid or improper any action taken or omitted prior to such determination). In construing the meaning or application of the Securities Laws, counsel to the General Partner may consider the effect of any applicable order or interpretive release issued by the Securities and Exchange Commission or any applicable “no action” or interpretive position issued by the staff of such Commission, that modifies or interprets the Securities Laws. (e) If any provision of this Agreement appears to the General Partner to be ambiguous, or inconsistent with any other provision of this Agreement, the General Partner may

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construe such provision in such manner as it reasonably may determine in good faith, and such construction shall be conclusive and binding as to the meaning to be given to such provision. (f) In any case in this Agreement where it is provided that the General Partner may take, approve or agree to a particular action, do a particular thing, or make a particular designation or determination, and such case does not expressly require Limited Partner authorization, approval, agreement or consent or the vote of Limited Partners, the General Partner shall possess full right, power and authority to take, approve or agree to such action, to do such thing, or to make such designation or determination, without obtaining any prior or subsequent authorization, approval, agreement, consent or vote of any Limited Partner (and the General Partner may take, approve or agree to such action, do such thing, or make such designation or determination, in its sole and absolute discretion on such terms and in such manner as it may deem appropriate), unless otherwise expressly required by this Agreement or by applicable law. (g) Each reference in this Agreement to a particular statute or regulation, or provision thereof, shall be deemed to refer to such statute or regulation, or provision thereof, as amended from time to time, or to any superseding statute or regulation, or provision thereof, as is from time to time in effect, as well as to applicable regulations then in effect thereunder. (h) In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a day that is not a Business Day, then the final day of such time period shall be deemed to be the next Business Day. (i) Except as otherwise stated in this Agreement, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement. The headings to Articles and Sections are for convenience of reference only and shall not form part of or affect the meaning or interpretation of this Agreement. (j) Where appropriate, each definition and pronoun in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine, and vice versa. As used in this Agreement, the word “including” shall mean “including without limitation,” and the word “or” is not exclusive. (k) The express provisions of this Agreement control and supersede any course of performance or usage of the trade inconsistent with any of the provisions hereof. (l) In applying the provisions of this Agreement, it is understood and agreed that, regardless of where this Agreement may be executed by a party hereto, this Agreement is executed and delivered by the parties pursuant to the Act, and that the parties intend that the provisions of this Agreement be given full force and effect pursuant to the principles set forth in the Act. Without limiting the scope of the preceding sentence, to the extent this Agreement modifies or nullifies any provision of the Act that would apply in the absence of such modification or nullification, as permitted by the Act (any such provision of the Act being referred to herein as a “default” provision), such modification or nullification shall apply in preference to such “default” provision.

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12.2 Power of Attorney. Each Limited Partner hereby irrevocably constitutes and appoints each and every General Partner, with full power of substitution, its true and lawful attorney-in-fact and agent, and empowers and authorizes such attorney, in the name, place, and stead of such Limited Partner, to make, execute, sign, swear to, acknowledge and file in all necessary or appropriate places all documents relating to the Partnership and its activities, including, but not limited to: (a) the Partnership Agreement and any amendments thereto; (b) any applications, forms, certificates, statements, reports, or other documents that may be requested or required by any U.S. federal, state, foreign, local or other governmental agency, securities exchange, securities association, self-regulatory organization, or similar institution and that are deemed necessary or advisable by the General Partner; (c) any other instrument that may be required to be filed or recorded in any U.S. state or county or foreign jurisdiction, or by any governmental agency, or that the General Partner deems advisable to file or record, including, without limitation, certificates of assumed name; (d) any documents that may be required to effect the continuation of the Partnership, the admission of additional Limited Partners, the admission of substitute Limited Partners, or the termination or dissolution of the Partnership, provided such continuation, admission, termination or dissolution are in accordance with the terms of the Partnership Agreement; (e) to make certain elections contained in any applicable law governing taxation of limited partnerships; and (f) to perform any and all other ministerial duties or functions necessary for the conduct of the business of the Partnership; hereby ratifying and confirming all actions that may be taken by said attorney-in-fact pursuant to this Section 12.2. This power of attorney is coupled with an interest and shall continue notwithstanding the subsequent incapacity of the Limited Partner. 12.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Any writing, including a Subscription Agreement, that has been duly executed by a Person in which such Person has agreed to be bound hereby as a Limited Partner shall be considered a counterpart for purposes of the foregoing. 12.4 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties (and Indemnitees as provided under Article IX) and their respective personal representatives. 12.5 Deed. This Agreement has been executed as a deed by the parties and is delivered and takes effect on the date set out at the beginning of this Agreement. 12.6 Remedies for Breach; Effect of Waiver or Consent. A waiver or consent, express or implied, of or to any breach or default by any Person in the performance by that Person of her/his duties with respect to the Partnership is not a consent to or waiver of any other breach or default in the performance by that Person of the same or any other duties of that Person with respect to the Partnership. Failure on the part of a Person to complain of any act of any other Person or to declare any other Person in default with respect to the Partnership, irrespective of how long that failure continues, shall not constitute a waiver by that Person of its rights with respect to that default until the applicable statute of limitations period has run.

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12.7

AEOI and Related Compliance Matters.

(a) Each Limited Partner acknowledges that the Partnership is or will be obliged to comply with AEOI Legislation (including in order to avoid the potential imposition of withholding tax on certain payments made to or by the Partnership) and covenants and agrees on behalf of itself and its successors and assigns, without further consideration, to promptly prepare, execute, acknowledge, file, record, publish and deliver such other information, representations, certificates, statements, instruments, documents, tax forms, waivers and statements as may be requested by the General Partner or its agents from time to time in their sole discretion in connection with AEOI Legislation relating to such Limited Partner (or its direct or indirect owners or account holders), specifically, but not limited to, forms and documentation which the Partnership, the General Partner or its or their agents may require to determine whether or not the relevant investment is a “US Reportable Account” for the purposes of AEOI Legislation and to comply with the relevant due diligence procedures in making such determination. (b) Each Limited Partner acknowledges that the Partnership, the General Partner or its or their agents may or will be obliged to provide or disclose any information and other documentation it receives from a Limited Partner in connection with AEOI Legislation and/or any other financial or account information with respect to the Limited Partner’s investment in the Partnership to (i) the Cayman Islands International Tax Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI Legislation), or the fiscal authorities of the relevant third country for which the AEOI Legislation information is required (“Foreign Fiscal Authority”) and/or any other governmental agencies of the Cayman Islands or a Foreign Fiscal Authority where the provision of that information is required to ensure compliance by the Partnership, the General Partner or its or their agents with its or their obligations under the AEOI Legislation or to avoid being subject to withholding tax or other liabilities under the AEOI Legislation and (ii) a withholding agent where the provision of that information is required by such withholding agent to avoid the application of any withholding tax on any payments to the Partnership. Each Limited Partner, notwithstanding any other provision of this Agreement, agrees to the foregoing disclosure and, to the maximum extent permitted by applicable law, waives, and/or shall cooperate with the Partnership, the General Partner and its or their agents to obtain a waiver of, the provisions of any applicable laws which would, absent a waiver (i) prohibit the disclosure by the Partnership, the General Partner or its or their agents of the information or documentation requested from the Limited Partner pursuant to this clause, or (ii) prohibit the reporting of financial or account information by the Partnership, the General Partner or its or their agents required pursuant to the AEOI Legislation, or (iii) otherwise prevent compliance by the Partnership, the General Partner or its or their agents with its or their obligations under the AEOI Legislation. (c) If any Limited Partner fails to or does not timely provide the AEOI Legislation information, representation and/or other documentation or additional waiver(s) requested by the Partnership, the General Partner or its or their respective agents, or the material provided is in any way misleading, as applicable, whether or not that actually leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax (directly or indirectly) under AEOI Legislation, the General Partner shall have full authority to take such steps (whether immediately or at such other time as the General Partner determines in its discretion) as the General Partner determines in its sole discretion are necessary or advisable to

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mitigate the consequences of such Limited Partner’s non-compliance including, without limitation (and whether separately or by a combination and in addition to all other remedies available at law or in equity): (i) the allocation of any AEOI Legislation withholding taxes attributable to such noncompliance to the relevant non-compliant Limited Partner; (ii) termination of the non-compliant Limited Partner’s investment and requiring a compulsory withdrawal of all or a portion of the noncompliant Limited Partner’s investment; (iii) prohibiting in whole or part the non-compliant Limited Partner from participating in additional investments; (iv) holding back from any distributions proceeds or deducting from the non-compliant Limited Partner’s partnership accounts and retaining amounts sufficient to satisfy the Limited Partner’s AEOI Legislation related indemnity provisions under this Agreement and (v) without limitation to the foregoing, taking any of the actions contemplated in this Agreement with respect to such non-compliant Limited Partner as if such Limited Partner had failed to make a Capital Contribution required under this Agreement. (d) Without limitation to the foregoing, in the event any amounts are withheld from payments made to the Partnership (or any entity in which the Partnership holds an interest) pursuant to AEOI Legislation, any such withheld taxes shall, at the discretion of the General Partner and to the extent reasonably possible, be allocated or apportioned to those Limited Partners whose failure to provide information or otherwise cooperate with the Partnership with respect to AEOI Legislation results (directly or indirectly) in the imposition of such withheld taxes. (e) Each Limited Partner acknowledges that the General Partner will determine, in its sole discretion, whether and how to comply with AEOI Legislation, and any such determinations shall include, but not be limited to, an assessment of the possible burden to Limited Partners, the Partnership, the General Partner and any agents of the Partnership of timely collecting information and/or documentation. (f) Each Limited Partner acknowledges and agrees that it shall have no claim against the Partnership, the General Partner or any of the Partnership’s or General Partner’s agents, or any other Limited Partner, investor, or any partner, member, Limited Partner, director, manager, officer, employee, delegate, agent, affiliate, executor, heir, assign, successor or other legal representative of any of the foregoing persons, for any damages or liabilities attributable to any AEOI Legislation compliance related determinations pursuant to this clause and each Limited Partner agrees to indemnify the foregoing and hold them harmless against any AEOI Legislation related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes which such persons may incur as a result of any action or inaction (directly or indirectly) of the Limited Partner (or any related person) in connection with its failure to comply with its AEOI Legislation related obligations to the Partnership, the General Partner or its or their respective agents. The foregoing exculpation and indemnity provisions shall be in addition to and supplement any other exculpation and indemnity provided under this Agreement or a Limited Partner’s Subscription Agreement and shall, to the maximum extent permitted by applicable law, survive the Limited Partner’s death, bankruptcy, insolvency or any similar proceedings or any disposition of its interest in the Partnership. 12.8

No Third Party Beneficiaries.

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A Person who is not a party to this Agreement has no right to enforce directly any term of this Agreement, subject to the Contracts (Rights of Third Parties) Law, 2014 of the Cayman Islands or any law having similar effect. 12.9

Electronic Transactions Law and Interpretation. In this Agreement: (a)

words importing the singular number include the plural number and vice

versa; (b) "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record (as defined in the Electronic Transactions Law (2003 Revision) (the "Electronic Transactions Law")); (c)

"shall" shall be construed as imperative and "may" shall be construed as

permissive; (d) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; (e) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (f) the term "and/or" is used herein to mean both "and" as well as "or." The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); (g) any requirements as to delivery under this Agreement include delivery in the form of an Electronic Record; (h) any requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law; and (i)

sections 8 and 19(3) of the Electronic Transactions Law shall not apply. [Signatures on following page.]

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EXHIBIT A Schedule of Limited Partners and Capital Name and Address of Limited Partner

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Class of Interest

Capital Contribution

EXHIBIT B Investment Guidelines (i) Type of projects: Acquisition of full ownership or controlling stakes in operating companies in order to transform and increase equity value. (ii) Industry: Food industry with focus in animal protein, animal nutrition and breeding industries, as well as complementary categories such as cold meats, protein value added products, alternative animal protein, and protein dedicated retail, among others. (iii) Geography: Focused in Central America and Caribbean Region. Opportunistic plays in South America. (iv) Targets: Targeting relevant players (industry leaders or top challengers) in specific markets, plus acquisition of complementary companies with strategic synergies with existing assets. (v) Value creation thesis: Active fund with dedicated and industry experienced team. Dedicated to a limited number of assets. Adding value through business enhancement and transformation. (vi) Other: No limitations on percentages of maximum concentration of single investments or related investments.

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FIRST AMENDMENT TO THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF ASCEND FUND, L.P. This First Amendment (this “Amendment”) is made and executed as of the 15th day of August, 2020, by IDC Management, Ltd., an exempted company incorporated under the laws of the Cayman Islands, as the sole General Partner (the “General Partner”) of Ascend Fund, L.P., a Cayman Islands exempted limited partnership (the “Partnership”). RECITALS WHEREAS, the General Partner, AF Investors Corp., an exempted company incorporated under the laws of the Cayman Islands, and the other Limited Partners signatory thereto, entered into that certain Third Amended and Restated Exempted Limited Partnership Agreement of the Partnership, dated June 1, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, pursuant to Section 10.1(a)(i) of the Agreement, the General Partner may amend the Agreement without obtaining the authorization, approval, agreement, consent or vote of any Limited Partner; provided that, such amendment does not have and cannot reasonably be expected to have a material adverse effect on the Partnership or any Limited Partner. WHEREAS, the General Partner desires to amend the Agreement in the manner hereinafter set forth. AGREEMENT NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements of the parties herein contained, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, do hereby agree as follows:

Recitals True and Correct. The foregoing recitals are true and correct in all respects and are hereby incorporated into this Amendment as if again set out herein.

Amendment. The Agreement is hereby amended as follows:

The meaning of the term “Preferred Partner Return” in Article I of the Agreement is hereby amended and restated in its entirety as follows: “Preferred Partner Return” means a noncumulative, noncompounded, simple interest annual return equal to 8.5% (or such lower rate as may be agreed upon by a Preferred Partner and the General Partner), payable by the Partnership to each Preferred Partner, and prorated for periods of less than a calendar year, on the daily balances of each Preferred Partner’s Adjusted Capital Contribution balance. For the avoidance of doubt, different Preferred Partners may have different Preferred Partner Returns.

Effective Date; No Retroactive Effect. This Amendment shall be effective immediately after the consummation of the Initial Preferred Interest Closing (the â&#x20AC;&#x153;Effective Dateâ&#x20AC;?). Notwithstanding the foregoing, this Amendment shall have no retroactive effect as it pertains to Preferred Partners of the Partnership existing on or prior to the Effective Date.

Deed. This Amendment has been executed as a deed by the parties and is delivered and takes effect on the Effective Date.

Agreement Continues in Full Force and Effect. Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified by the parties. In the event of a conflict between this Amendment and the Agreement, the terms of this Amendment shall control. [Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day first above set forth. Executed as a Deed by the General Partner: IDC Management, Ltd.

By: Name: Richard Aitkenhead Castillo Title: Director In the presence of:

Name: Richard Lee Abularach Witness

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF ASCEND FUND, L.P. This Second Amendment (this “Amendment”) is made and executed as of the 24th day of September, 2020 (the “Effective Date”), by IDC Management, Ltd., an exempted company incorporated under the laws of the Cayman Islands, as the sole General Partner (the “General Partner”) of Ascend Fund, L.P., a Cayman Islands exempted limited partnership (the “Partnership”). RECITALS WHEREAS, the General Partner, AF Investors Corp., an exempted company incorporated under the laws of the Cayman Islands, and the other Limited Partners signatory thereto, entered into that certain Third Amended and Restated Exempted Limited Partnership Agreement of the Partnership, dated June 1, 2020 (as amended pursuant to that certain First Amendment to Third Amended and Restated Exempted Limited Partnership Agreement of the Partnership, dated August 15, 2020, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, pursuant to Section 10.1(a)(i) of the Agreement, the General Partner may amend the Agreement without obtaining the authorization, approval, agreement, consent or vote of any Limited Partner; provided that, such amendment does not have and cannot reasonably be expected to have a material adverse effect on the Partnership or any Limited Partner. WHEREAS, the General Partner desires to amend the Agreement in the manner hereinafter set forth. AGREEMENT NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements of the parties herein contained, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, do hereby agree as follows:

Recitals True and Correct. The foregoing recitals are true and correct in all respects and are hereby incorporated into this Amendment as if again set out herein.

Amendment. The Agreement is hereby amended as follows: Section 6.8 of the Agreement is hereby amended and restated in its entirety as follows: “6.8

Call Option; Mandatory Exercise. (a)

Call Option.

(i) The Partnership shall have the option (the “Call Option”) to purchase and redeem all or any portion of the outstanding Preferred Interests from the Preferred Partners, subject to the terms and conditions set forth in this Agreement. The Call Option may be exercised by the Partnership by providing written notice to all of the Preferred Partners at any time after August 1, 2023. The Call Option may be exercised one or multiple times during the period set forth in the preceding sentence. In the event that the Partnership elects to exercise the Call Option, such exercise shall be directed to all Preferred Partners pro rata based on their Adjusted Capital Contributions.

(ii) Notwithstanding anything to the contrary contained herein, the Call Option must be exercised in full by the Partnership on or prior to August 1, 2027. (iii) When the Call Option is exercised, the Preferred Partners shall transfer and convey to the Partnership the issued and outstanding Preferred Interests subject to such Call Option (the “Redeemed Interests”), and the Partnership shall pay the Preferred Partners a purchase price per Redeemed Interest equal to a fraction, the numerator of which is the Preferred Partner’s Adjusted Capital Contributions, plus all Preferred Partner Return accrued thereon but unpaid as of the date of closing, and the denominator of which is the total amount of issued and outstanding Preferred Interests owned by the Preferred Partner (including the Redeemed Interests) as of the date of closing. (iv) After the exercise of the Call Option, the Redeemed Interests shall be transferred to the Partnership at a closing (the “Call Option Closing”) to be held on a date to be agreed upon by the parties, but which shall be no more than thirty (30) days after the date the Call Option is exercised. At the Call Option Closing, the Preferred Partners shall: (i) transfer and deliver the Redemeed Interests to be transferred to the Partnership free and clear of all liens; and (ii) endorse, sign and deliver such assignments and other documents as are reasonably required by the Partnership to convey ownership of the Redeemed Interests as contemplated hereby. (b) Call Option Subject to Mandatory and Full Exercise. For the avoidance of doubt, the Partnership must exercise the Call Option in full by redeeming all of the outstanding Preferred Interests of the Partnership on or prior to August 1, 2027.”

Deed; Effective Date. This Amendment has been executed as a deed by the parties and is delivered and takes effect on the Effective Date.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day first above set forth. Executed as a Deed by the General Partner: IDC Management, Ltd.

By: Name: Richard Aitkenhead Castillo Title: Director In the presence of:

Name: Ana Luisa MartĂnez Mont Molina Witness