Amendment and Restated Credit Agreement by and between Village Farms International, Inc. and Village Farms, L.P. and Farm Credit Canada, dated March 31, 2025

Exhibit 10.1

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

PROTECTED

March 31, 2025

Customer number(s): 200621699

Dear Sir/Madam:

Farm Credit Canada (“FCC”) is pleased to confirm to Village Farms Canada Limited Partnership, as the existing borrower (the “Existing Borrower” or “VFCLP”) and to Village Farms International, Inc., as an additionally newly added borrower (“Village Farms International” or the “New Borrower” and together with the Existing Borrower, the “Borrowers” and each, a “Borrower”) in accordance with this amended and restated credit agreement, that FCC hereby offers to continue to make available to the Borrowers the existing loan as at March 26, 2025 totalling the current outstanding amount of US$20,427,907.33 (i.e. principal of $20,328,834.66 plus accrued interest of $99,072.67) (the “Loan”).

The Loan is subject to the terms and conditions set out in this amended and restated credit agreement and the attached Schedules (collectively, the “Agreement”).

While the Loan was made available by FCC to the Existing Borrower pursuant the credit agreement issued by FCC to the Existing Borrower dated March 28, 2013, as amended by, among others, the amending letters dated November 7, 2017, December 20, 2017, April 27, 2020, July 15, 2020 and May 2, 2022 (collectively, the “Existing Credit Agreement”), the Existing Borrower and the New Borrower have requested that and FCC has agreed, subject to the terms of this Agreement, that the Loan be made available to and the obligations and liabilities of the Existing Borrower be assumed as well by the New Borrower. Accordingly, the New Borrower hereby agrees to assume, together with the Existing Borrower, the Loan and all of the obligations and liabilities of the Existing Borrower under the Loan pursuant to the Existing Credit Agreement, and therefore under this Agreement.

Each Borrower agrees that it shall be jointly and severally liable with the other Borrower for all indebtedness, liabilities, covenants and obligations under the Existing Credit Agreement and this Agreement and each of the Security to which the Existing Borrower is a party.

In addition, VF Clean Energy, Inc. (“VF Clean Energy”) is hereby added as a new guarantor of the obligations of the Borrowers to FCC under the Existing Credit Agreement and this Agreement. Accordingly, and as set out in this Agreement, the term “Guarantors” or “Guarantor” shall now include VF Clean Energy and refer to VF Clean Energy, VF Operations Canada Inc., Village Farms Canada GP Inc., Agro Power

Development, Inc., VF U.S. Holdings Inc., Village Farms of Delaware, L.L.C., and Village Farms, L.P.

Each of the Guarantors, now including VF Clean Energy agree that they shall be jointly and severally liable with the other Guarantors for all covenants and obligations under this Agreement and each of the Security to which more than one of the Guarantors is a party.

On the basis of the financial information and other information, representations, warranties and documents provided to FCC, FCC has agreed, at the request of the Borrowers, to continue to provide the Loan and amend certain terms and conditions of the Existing Credit Agreement all as more particularly set out below (and in addition to the New Borrower becoming a Borrower and VF Clean Energy becoming a Guarantor under this Agreement). The Existing Credit Agreement shall, as of the date above, be amended and restated (but without novation of existing credit facility indebtedness and obligations) by this Agreement, to read in its entirety as follows:

Credit Facility number: 545874000

Borrower(s): Village Farms Canada Limited Partnership

Chief Place of Business/Chief Executive Office: 4526-80th Street, Delta, BC V4K 3N3 Head/Registered office: 4526-80th Street, Delta, BC V4K 3N3

Borrower(s): Village Farms International, Inc. Chief Place of Business/Chief Executive Office: 4526-80th Street, Delta, BC V4K 3N3 Head/Registered office: 4526-80th Street, Delta, BC V4K 3N3

Guarantor(s): VF Operations Canada Inc.

Chief Place of Business/Chief Executive Office: 4526-80th Street, Delta, BC V4K 3N3 Head/Registered office: 4526-80th Street, Delta, BC V4K 3N3

Guarantor(s): Village Farms Canada GP Inc.

Chief Place of Business/Chief Executive Office: 4526-80th Street, Delta, BC V4K 3N3 Head/Registered office: 4526-80th Street, Delta, BC V4K 3N3

Guarantor(s): VF Clean Energy, Inc.

Chief Place of Business/Chief Executive Office: 4526-80th Street, Delta, BC V4K 3N3 Head/Registered office: 4526-80th Street, Delta, BC V4K 3N3

Guarantor(s): Agro Power Development, Inc. Chief Place of Business/Chief Executive Office: 90 Colonial Center Parkway

Lake Mary, Florida, U.S.A. 32746

Head/Registered office: 90 Colonial Center Parkway Lake Mary, Florida, U.S.A. 32746

Guarantor(s): VF U.S. Holdings Inc.

Chief Place of Business/Chief Executive Office: 90 Colonial Center Parkway

Lake Mary, Florida, U.S.A. 32746

Head/Registered office: 90 Colonial Center Parkway Lake Mary, Florida, U.S.A. 32746

Guarantor(s): Village Farms of Delaware, L.L.C. Chief Place of Business/Chief Executive Office: 90 Colonial Center Parkway

Lake Mary, Florida, U.S.A. 32746

Head/Registered office: 90 Colonial Center Parkway Lake Mary, Florida, U.S.A. 32746

Guarantor(s): Village Farms, L.P.

Chief Place of Business/Chief Executive Office: 90 Colonial Center Parkway

Lake Mary, Florida, U.S.A. 32746

Head/Registered office: 90 Colonial Center Parkway

Lake Mary, Florida, U.S.A. 32746

Sources and uses:

Village Farms International, Inc.

Guarantor(s): VF Operations Canada Inc.

Agro Power Development, Inc. VF U.S. Holdings Inc.

Village Farms of Delaware, L.L.C. Village Farms, L.P.

Village Farms Canada GP Inc. VF Clean Energy, Inc.

*Subject to Schedule D that is attached

*as at November 1, 2024

**subject to revisions

***subject to revision

The Borrowers shall pay interest, compounded semi-annually, in arrears, on the first day of each month, on the daily amount outstanding under the FCC Loan at the variable rate which is equal to 8.907% (adjusted as provided in Section 1 of Schedule A) plus the applicable Interest Rate Spread (adjusted from time to time as described in Schedule D), both before and after maturity, default and judgment, with interest on overdue interest at the same rate;

The Borrowers may convert certain types of Loans in accordance with the provisions of Schedule C.

Except to the extent otherwise specifically provided in Schedule A, the Security shall constitute continuing security for payment and performance of all Secured Obligations. All Existing Security shall, in addition to securing the Secured Obligations as provided herein, continue to secure payment and performance of all Additional Secured Obligations expressed or intended to be secured thereby. To the extent that any Existing Security, by its terms, does not secure any or all of the Secured Obligations intended hereby to be secured by such Existing Security, such Existing Security is hereby deemed to be amended to provide for the securing of the payment and performance of all Secured Obligations and any Obligant who has granted such Existing Security shall, at the request of FCC, execute and deliver all such documents and do all such things as may be required by FCC to give effect to such amendment.

Each Obligant shall from time to time, at its own expense, make all such registrations and filings, execute and deliver all such documents and do all such things, on the request of FCC, as FCC in its sole discretion shall consider necessary or desirable to ensure or enhance the perfection, priority, validity and enforceability of any Security to which it is a party and shall diligently pursue and obtain all third party consents necessary or desirable to create the Lien of the Security over any Mortgaged Property.

Upon payment and performance in full of all Secured Obligations (and, in the case of the Existing Security, the Additional Secured Obligations) and the termination of any obligation of FCC to make further advances under any loan or other credit facility to the Borrowers which is or is intended to be secured by any of the Security, FCC shall, at the request and expense of the Borrowers, execute and deliver all such documents and do all such things as may be reasonably required to discharge the Security.

Where any Security provides for payment of a principal amount in excess of, or a rate of interest greater than that applicable to, the Secured Obligations (and, in the case of the Existing Security, the Additional Secured Obligations), FCC will not enforce or collect under the Security any amount in excess of the Secured Obligations (and, if applicable, the Additional Secured Obligations) and any requirement to pay interest under the Security shall be satisfied by payment of interest at the rate or rates applicable to the Secured Obligations (and, if applicable, the Additional Secured Obligations.).

Subject to the provisions of this Agreement (including without limitation Schedule D hereto), interest shall accrue on the aggregate principal amount of the Loan outstanding from time to time, both

before and after maturity, default and judgment, with interest on overdue interest at the same rate, commencing on and including the day on which the Loan is advanced and ending on, but excluding, the day on which it is repaid, such interest to be calculated on the daily outstanding principal balance and payable monthly, in arrears, on the first Business Day of each and every month during which the Loan remains unpaid, based upon a year of 360 days, for the actual days that the amounts are outstanding under the Loan on this basis, at the variable rate of interest per annum, compounded semi-annually, specified and calculated in the manner set forth in Schedule D attached hereto.

Subject to Section 5.4 of Schedule E, any Blended Payment for any Loan (or a portion of a Loan) shall be applied, firstly, to accrued and unpaid interest on such Loan (or portion, as the case may be) and, secondly, to the outstanding principal balance of such Loan (or portion, as the case may be).

On the date hereof, the Variable Mortgage Rate is 7.95%. Each change to such rate from time to time shall cause an immediate and automatic adjustment of any interest rate based thereon, from the effective date of such change, calculated in accordance with FCC’s usual practices and without notice to any Obligant.

Where any amount payable by the Borrowers to FCC is not paid when due and this Agreement does not otherwise provide for interest thereon, the Borrowers shall pay to FCC, on demand, interest on the daily outstanding balance of such amount from the due date until the date of payment, calculated at a rate equal to the Variable Mortgage Rate plus 4% per annum.

Subject to an earlier demand by FCC under any Loan in accordance with FCC’s rights and remedies under any Loan Document or pursuant to an Acceleration Declaration, the Borrowers will pay to FCC, with respect to any Loan or portion thereof, on each Payment Date and the Balance Due Date, the Payment Amount specified in Section 2 with respect to such Loan or portion thereof (as adjusted from time to time in accordance with Section 6.2) in reduction of the outstanding principal balance, provided that, for any Blended Payment, such Blended Payment shall be applied in accordance with Section 5.2.

FCC may, from time to time, by notice to the Borrowers, adjust any Blended Payment to reflect any change in any Variable Mortgage Rate or Variable Personal Property Rate or any change in interest rates arising pursuant to Schedule B and from and after the effective date set forth in such notice the Borrowers shall make all Blended Payments for such Loan in compliance with such notice.

Any prepayment of a Loan, including any prepayment arising from an Acceleration Declaration, shall be made only in compliance with the provisions of Schedule C or as otherwise specifically provided in this Agreement. All such prepayments shall, unless otherwise determined by FCC in its discretion, be applied to any remaining scheduled payments of the applicable Loan in inverse order

of maturity.

The Loan and all indebtedness owing by the Borrowers shall be repaid in full and any further availability under the Loan will be cancelled if the Borrowers or any Guarantor has made any misrepresentation to FCC, has committed fraud against FCC, if FCC becomes aware that the Borrowers or any Guarantor has acted in a manner that calls into question their integrity and as a result will negatively impact FCC's reputation if FCC were to continue to do business with the Borrowers or any Guarantor or if any Borrowera cease to operate or operate materially in its Core Business, as determined by FCC in its sole discretion.

In addition to the fees otherwise payable by the Borrowers under this Agreement, the Borrowers will pay to FCC the following fees:

$1,000.00 per breach. This fee will be added to the Outstanding Obligations under the Credit Facility.

Fees payable as a result of defaults represent FCC’s liquidated damages, not penalties, to compensate FCC for the higher than forecast risk and/or non-performance of a covenant. Liquidated damages means the parties acknowledge and agree that this fee is a reasonable estimation of the actual damages suffered by FCC upon a breach contemplated by this section, and that the Obligant(s) in question will pay the fee to FCC in the event of such a breach. The Obligants acknowledge that the precise amount of FCC’s actual damages would be extremely difficult to calculate and that the fee set out in the Agreement represent a reasonable estimate of the actual damages and effort incurred by FCC in responding to a breach. Fees are due on demand. Payment of a fee does not cure a default and does not affect our remaining rights under this Agreement or any other document.

All Representations and Warranties, shall survive any investigation made by or on behalf of FCC at any time with respect thereto, may be relied upon by FCC with respect to the performance of its rights and obligations under the Loan Documents and shall survive the execution, delivery and performance of the Loan Documents and the making of the advances (and all such Representations and Warranties shall be deemed to be repeated, and relied upon by FCC, as of the date of each advance ), but for greater certainty do not survive, and are not deemed to be

repeated after, the repayment and performance in full of the Secured Obligations, save and except to the extent that such Representations and Warranties are by their terms specified to survive such repayment or relate to covenants or agreements which are by their terms specified to survive such repayment.

In addition to any Representations and Warranties set out in Schedule E hereto or in any other Loan Document, each Borrower represents and warrants to FCC that:

(a) Organizational Chart. Schedule I is an accurate and complete organizational chart with respect to the Borrowers and the Corporate Obligants, its issued and outstanding shares or units and the beneficial ownership thereof.

So long as this Agreement remains in effect, the Borrowers (and, to the extent that any document or information described below relates to a Guarantor, such Guarantor) shall deliver to FCC, in form satisfactory to FCC annually within 90 days of the Borrowers’ fiscal year end:

So long as this Agreement is in effect, each Obligant shall perform each of its covenants and obligations contained in this Agreement (including Section 4 of Schedule E) or any other Loan

Document (and, where any Loan Document provides for covenants or obligations of an Obligant referenced therein which is not a party thereto, each Obligant shall cause such referenced Obligant to perform such covenants and obligations as if it were a party to such Loan Document).

So long as this Agreement is in effect, without the prior written consent of FCC:

In the case of the acquisition of any shares, securities or other interest in any Person, the business of such Person is the same as the Core Business and in the case of acquisition of any assets of any Person, such assets are used and will continue to be used in the Core Business;

Before making any such acquisitions or entering into any such agreement, the Borrowers shall have provided to FCC such pro forma financial information as FCC may require that shows that after such acquisition the Borrowers and the other Obligants shall be in compliance with their respective covenants under the Loan Documents for the four (4) fiscal quarters following the completion of such acquisition; provided that and for certainty, share acquisitions or acquisitions of other securities or other interests in any Person or any assets of any Person made until June 30, 2024 shall be deemed to be permitted by FCC and any further acquisitions of such nature beyond June 30, 2024 shall be subject to FCC’s prior written consent in accordance with this Section 10.2(m);

For as long as you are indebted to FCC under this or any other credit or loan agreement with FCC, you shall maintain the following financial covenants. These financial covenants replace all previous financial covenants contained in any other credit or loan agreements you have with FCC and any amendments thereto. If a conflict arises between any of these financial covenants and those contained in any previous credit or loan agreement with FCC, these shall prevail. This clause shall survive the termination or expiry of this agreement and remain in force unless and until replaced in a future credit or loan agreement.

The Borrowers will not permit their Current Ratio to be less than: 1.25:1.00;

“Current Ratio” means, at any time, Current Assets divided by Current Liabilities.

The Borrowers shall maintain at all times a minimum liquidity of $5,000,000. For purposes hereof, liquidity is defined as the sum of unrestricted cash and cash equivalents held by Village Farms International Inc. and its consolidated subsidiaries.

The Borrowers will not permit its Total Debt to Tangible Net Worth to exceed 3.00:1.00.

FCC and the Borrowers agree and acknowledge that the Debt to EBITDA ratio previously set out in the Existing Credit Agreement shall no longer apply to the Borrowers.

Compliance with the Financial Covenants will be determined on the basis of the information delivered pursuant to Section 10. If any required information is not delivered as set out in Section 10, FCC shall calculate compliance with the Financial Covenants on such basis as it shall determine.

The provisions of this Section 10.3 is deemed to be incorporated into each credit or loan agreement now existing between FCC and the Borrowers and shall continue in effect under each such existing agreement notwithstanding the termination of this Agreement. In the event of any conflict between the provisions of this Section 10.3 and the provisions of any such existing agreement (for greater certainty, the maintenance of any financial ratio or condition under such existing agreement which is not addressed in this Section 10.3 not being a conflict), the provisions of this Section 10.3 shall prevail.

[***Redacted – Commercially Sensitive Information***]

Financial institution name:

Address:

For greater certainty, only one Borrower is required to complete the Authority.

The Borrowers hereby instruct and authorize FCC to debit the above bank account (the “Account”) with the above payments for the purpose of repaying the Loan and related indebtedness to FCC. The Borrowers undertake to inform FCC, in writing, of any change in the Account information provided in this Agreement prior to the next due date of the pre-authorized payment.

including the right to receive pre-notification of the amount and/or date of any pre-

Account holder to initial authorized payments. The Borrowers agree that the Borrowers do not require advance notice of the amount and/or date of any pre-authorized payments before the debit is processed. The Borrowers acknowledge that FCC may send the Borrowers payment notices but that these payment notices do not constitute the pre-notification requirements of the Payments Canada.

Account holder to initial

The Borrowers confirm that the above payment(s) are made for business purposes.

FCC reserves the right to cancel this Authority at its discretion and without notice. This Authority may be cancelled at any time upon notice being provided by the Borrowers, either in writing or orally with proper authorization to verify the Borrowers’ identity, to FCC within 30 days before the next payment is to be made. A sample cancellation form, or more information on the Borrower’s rights to cancel this Authority, may be obtained by contacting the financial institution or by visiting www.payments.ca.

The Borrowers have certain recourse rights if any debit does not comply with this Authority. For example, the Borrowers have the right to receive reimbursement for any debit that is not authorized or is not consistent with this Authority. To obtain more information on recourse rights, contact the financial institution or visit. www.payments.ca. The Borrowers may contact FCC to make inquiries or obtain information about this Authority at:

Farm Credit Canada Customer Service Centre

1800 Hamilton Street, P.O. Box 4320 Regina, SK S4P 4L3

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

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

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

The Borrowers warrant and agree that they are duly authorized, in accordance with the account agreement at the financial institution identified above, to debit the Account.

The Borrowers acknowledge and agree that all existing Account payment documents with respect to any existing loans of the Borrowers with FCC, if any, remain in full force and effect.

You agree that if VFCLP and Village Farms Canada LP’s operating loan with Bank of Montreal is refinanced at any time, then the applicable Borrower shall promptly provide to FCC new pre- authorized payment details from which to debit its new operating account.

If this Agreement is acceptable, please have the Borrowers and each of the Guarantors sign in the space indicated below, the applicable Borrower check the box in Section 11 and complete any other information required for Section 11 and return it to FCC, together with payment of any fees required to be paid at that time, by April 11, 2025, after which date this Agreement, unless so signed and returned, shall be null and void (unless extended in writing by FCC). By signing and returning this Agreement, the Borrowers and each Guarantor agrees to be bound by the terms and conditions of this Agreement, including the provisions of all Schedules to this Agreement, which are deemed to form part of this Agreement. The execution of this Agreement by any Person on behalf of a Corporate Obligant is deemed to be a representation and warranty by such Person that such Person is duly authorized to bind such Corporate Obligant.

By: /s/ Louis Racine Name: Louis Racine

Title: Senior Legal Counsel, Loan Closing

Per:

Authorized Signatory

Per:

Authorized Signatory

Per: Authorized Signatory

Per: Authorized Signatory

Per: Authorized Signatory

by its general partner, Village Farms of Delaware, L.L.C., by its authorized signatory

Per: Authorized Signatory

Per: Authorized Signatory

Per: Authorized Signatory

Per: Authorized Signatory

SCHEDULE B - FIXED RATE INTEREST ADJUSTMENTS

For any new Fixed Rate Loan, the applicable Fixed Rate of interest shall be adjusted in accordance with the following provisions:

Each new Fixed Rate Loan (including any increase in the approved amount of such new Fixed Rate Loan up to the lesser of 10% of the original authorized amount and $100,000) shall have the benefit of an interest rate guarantee for the period commencing on the date the Fixed Rate for such Fixed Rate Loan specified in Section 2 of this Agreement was booked by FCC and continuing for 90 days thereafter (in the case of real property Fixed Rate Loans) and 30 days thereafter (in the case of all other Fixed Rate Loans).

Where any new Fixed Rate Loan is 90% or more disbursed within the applicable interest rate guarantee period, the applicable Fixed Rate of interest for all amounts disbursed before any expiry date applicable to the Fixed Rate Loan will be the lesser of (i) the Fixed Rate specified for such Fixed Rate Loan in Section 2 of this Agreement and (ii) the Fixed Rate of interest in effect on the date of the first disbursement of such Fixed Rate Loan, provided that the current transfer price (one of the factors reviewed by FCC in determining Fixed Rates) is at least 10 basis points lower than the transfer price for the Fixed Rate specified in Section 2 (all as determined by FCC).

Where any new Fixed Rate Loan is not 90% or more disbursed within the applicable interest rate guarantee period, the applicable Fixed Rate of interest for all amounts disbursed before the expiry of the applicable interest rate guarantee period will be determined in accordance with the preceding paragraph and the applicable Fixed Rate of interest for each amount disbursed after the expiry of the applicable interest rate guarantee period and prior to any expiry date applicable to the Fixed Rate Loan will be the Fixed Rate of interest in effect (as determined by FCC) on the date of such disbursement. If this results in multiple interest rates for the Fixed Rate Loan, FCC will calculate a weighted average Fixed Rate of interest for the entire Loan at the time of each disbursement.

So long as no Default or Event of Default has occurred and is continuing, the Borrowers may prepay Loans as follows:

So long as no Default or Event of Default has occurred and is continuing, and subject to any contrary provisions in Schedule D, the Borrowers may exercise the following conversion rights with respect to the Loan(s):

The interest rate and, save as otherwise specified above, the other terms and conditions of any new product shall be as specified by FCC and the Borrowers shall execute and deliver (and shall cause all other Obligants to execute and deliver) all such documents as may be reasonably required by FCC to reflect such conversion or to maintain the enforceability, effectiveness or priority of any of the Loan Documents.

If 90% of the principal amount of a loan is not disbursed by the Interest Rate Guarantee Expiry Date, then all funds disbursed after the Interest Rate Guarantee Expiry Date will bear interest at the rate in effect on the date of each disbursement. If this results in multiple interest rates for the loan, FCC will calculate a weighted average interest rate for the entire loan at the time of each disbursement.

If a Real Property Loan Fixed product type has been chosen:

All funds disbursed in the first 90 days from the date of this Agreement will be at the interest rate quoted in this Agreement.

This same rate will apply to all funds disbursed after 90 days, provided that 90% of the principal amount of a loan is disbursed by the Interest Rate Guarantee Expiry Date.

If 90% of the principal amount of a loan is not disbursed by the Interest Rate Guarantee Expiry Date, then all funds disbursed after the Interest Rate Guarantee Expiry Date will bear interest at the rate in effect on the date of each disbursement. If this results in multiple interest rates for the Loan, FCC will calculate a weighted average interest rate for the entire loan at the time of each disbursement.

For any such loans that are secured by mortgages of real property, if the actual interest rate charged is higher than the registered rate, the funds will be advanced on the trust condition that the Borrowers execute (and register, if appropriate) a mortgage amending agreement reflecting the higher interest rate.

If a Transition Loan product type has been chosen:

The Interest Rate Guarantee for new Loans that are identified as a "Transition" product are as set out above, except that the 90% Disbursement Date will be based on the minimum initial disbursement (at least 40% of all Transition Fixed Rate Loans). The Interest Rate Guarantee will be based on the disbursement of the initial advance and not on the entire loan.

The following provisions shall be applicable to the Loan(s) specified so long as such Loan(s) is available or outstanding. In the event of any conflict between the provisions of this Schedule D any other provision of this Agreement, the provisions of this Schedule D shall govern.

Existing Loan No. 1

Notwithstanding any other provision, you agree that this Loan has been made in U.S. currency and must be repaid in U.S. currency.

This Loan will be disbursed to you or for your benefit. You must provide FCC with written notice at least three (3) business days prior to the date any advance is required.

None of the prepayment terms outlined in section 1 of Schedule C entitled “Prepayments,” are applicable to your US dollar loan. Any prepayment, late payment or unscheduled payment of this Loan will result in a fee payable to FCC equivalent to all costs incurred by FCC as a result of the prepayment, late payment or unscheduled payment. These costs will be determined exclusively by FCC and could include foreign exchange losses, foreign currency costs, applicable fees required to change foreign exchange hedging contracts, FCC administrative costs, interest paid on U.S. currency held by FCC for application on a future scheduled payment date, and any other costs reasonably incurred by FCC as a result of the prepayment, late payment or unscheduled payment.

None of the terms outlined in section 4 in Schedule C entitled "Interest Rate Guarantees" is applicable to your US dollar loan. You agree that the interest rate applicable to this Loan will be the forward-looking rate based on the Secured Overnight Financing Rate (“SOFR Term Rate”) for a tenor of three months in effect on the date of disbursement plus a premium spread of 3.564% (together, called the “Interest Rate”).

Provided, that if the Interest Rate shall be less than zero, the Interest Rate shall be deemed to be zero for the purposes of this Agreement and the other loan documents

Interest will be compounded semi-annually not in advance. The Interest Rate for this Loan will be adjusted on the first day in each of the months of May, August, November and February following the date of disbursement until May 1, 2027 (the "Maturity Date").

If the date for adjusting the Interest Rate falls on a weekend or statutory holiday in Canada or the United States, then the SOFR Term Rate used to establish the Interest Rate will be the three-month SOFR Term Rate established on the next business day. You will not be advised of any interest rate change, but can obtain the rate applicable to your loan by contacting your Account Manager. At the discretion of FCC, this Loan may be renewed on the Maturity Date.

Information on the current three-month SOFR Term Rate is available on the CME Group Website located at www.cmegroup.com.

The terms of this Loan will be documented by this Agreement. You authorize FCC, upon disbursement, to use the applicable SOFR Term Rate to calculate and then insert the Interest Rate on the Agreement. FCC will forward a copy of the Agreement to you after the Interest Rate has been determined.

This Loan can be prepaid on the first business day of February, May, August and November. Prepayments received on any other date will be held without interest until the next prepayment date and will be subject to additional costs as detailed above.

Any determination, decision or election that may be made by FCC pursuant to this Schedule, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section.

Any Loan that has an Open Variable Mortgage Rate term may be converted to any other available

Mortgage term upon payment of a Conversion Fee.

Unless there is something in the subject matter or the context necessarily inconsistent therewith, the following expressions, if used in this Agreement, shall have the following meanings, namely:

“Acceleration Declaration” means a declaration by FCC pursuant to Section 5.1 of this Schedule;

“Accounts Receivable” means, with respect to any Person, collectively:

“Additional Secured Obligations” means, collectively, all present and future obligations and liabilities (whether for payment of money or performance of covenants), direct or indirect, absolute or contingent, which may from time to time be owing to FCC by the Obligants or any of them which are secured by any of the Existing Security, but which are not Secured Obligations;

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified;

“Applicable Law” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in each case whether or not having the force of law;

“Appraisal” means, with respect to any real property, an appraisal of such real property by an appraiser satisfactory to FCC, together with, if such appraisal has not been prepared for FCC and is not addressed to FCC, a transmittal letter from the appraiser confirming that the appraisal is valid and can be relied upon by FCC;

“Arm’s Length Third Party” means any Person that would pursuant to the Income Tax Act (Canada), as amended from time to time, be considered to be dealing at arm’s length with the party in question;

“ASPE” means Accounting Standards for Private Enterprises, in effect from time to time;

“Blended Payment” means, with respect to any Loan, any scheduled payment thereof required by this Agreement and consisting of both payment of interest on and repayment of principal of the Loan;

“Board” means, with respect to any Quota, the marketing board or other agency responsible for issuing, supervising or approving the transfer of such Quota;

“Borrowers” means, subject to Sections 1.3(b) and 1.10 of this Schedule, the Person or Persons specified as the Borrowers on page 1 of this Agreement and “Borrower” means any one of them;

“Borrowers’ Counsel Opinion” means one or more opinion letters of legal counsel for the Obligants (who shall be acceptable to FCC, acting reasonably) as to such matters relating to the Obligants, the Mortgaged Property and the Loan Documents as may be reasonably required by FCC, any such opinion letter to be addressed to FCC and FCC Counsel;

“Business Day” means a day, excluding Saturday and Sunday, on which FCC’s corporate offices in Regina, Saskatchewan are open for business;

“Business Entity” means any Person which is not a natural person, and for greater certainty shall include any partnership, limited partnership, limited liability partnership, limited liability company and trust;

“Canadian Dollars” or “CAD” or “$” means the lawful currency of Canada; “Canadian Real Property” means those lands set out in Schedule G;

“Capital Stock” means, with respect to any Person, any and all present and future shares, partnership or other interests, participations or other equivalent rights in the Person’s capital, however designated and whether voting or non-voting and any securities entitling the holders to acquire any such shares, interests or rights, including preferred stock, common shares and warrants to purchase any of the foregoing;

“Capital Lease” means, with respect to any Person, all obligations of such Person, as lessee, under agreements for the lease or rental of real or personal property that, in accordance with US GAAP, are required to be capitalized;

“Certificate of Officer” means a certificate of the president, Chief Financial Officer or other senior officer of an Obligant;

“Change of Ownership” means, with respect to any Obligant, the acquisition by any Person or groups of Persons, beneficially or otherwise (whether by purchase, exchange, merger, construction or otherwise), directly or indirectly, in one transaction or in a series of related transactions, of Capital Stock or the right to exercise rights with respect to Capital Stock of such Obligant and, with respect to any Obligant which is a general partnership or limited partnership, any Person which is a general partner thereof on the date hereof ceasing to be a general partner thereof or any Person which is not a general partner thereof on the date hereof becoming a general partner thereof;

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:

(a) the adoption or taking effect of any Applicable Law, (b) any change in any Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any Applicable Law by any Governmental Authority, whether or not, in each case, having the force of law;

“Chief Financial Officer” means the person responsible for reporting to the board of directors of an Obligant (or, if the Obligant is a limited partnership, the board of directors of the general partner of the Obligant) on the financial condition and performance of such Obligant or any person designated as such;

“Contingent Obligation” means, as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing, or otherwise providing any financial support in connection with, any indebtedness, liability or obligation of any second Person, or otherwise to assure or hold harmless any second Person against loss arising from any indebtedness, liability or obligation of a third

Person to such second Person;

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings;

“Control Agreement” means an agreement in form and content satisfactory to FCC with respect to any Security or Capital Stock in other securities;

“Conversion Fee” means a fee specified by FCC in its sole discretion to be paid to FCC concurrently with the conversion of any Loan in accordance with the provisions of this Agreement;

“Core Business” means agri-business including without limitation, businesses related to or ancillary to the agricultural and food processing industries and the current operations of the Obligants and their Wholly-Owned Subsidiaries;

“Corporate Obligant” means any Obligant which is a Business Entity;

“Counterparty Acknowledgement” means, with respect to any contractual rights of an Obligant constituting Mortgaged Property, an agreement between FCC, such Obligant and each counterparty to such contract, in form and content satisfactory to FCC;

“Current Assets” means those assets which are determined to be current assets in accordance with US GAAP;

“Current Portion of Long Term Debt” means those debts which are determined to be long term debts in accordance with US GAAP excluding any liabilities relating to or arising from any leases;

“Current Liabilities” means those liabilities which are determined to be current liabilities in accordance with US GAAP;

“Default” means any event or condition that constitutes an Event of Default or that would constitute an Event of Default except for satisfaction of any condition subsequent required to make the event or condition an Event of Default, including giving of any notice, passage of time, or both;

“Derivative Contract” means any interest rate swap, basis swap, forward rate transaction, currency hedging or swap transaction, cap transaction, floor transaction, collar transaction, future contract or other similar transaction or any option or derivative with respect to such a transaction, whether relating to interest rate, currencies, commodities or otherwise;

“Distributions” means all dividends or other distributions to shareholders, partners or other person (including for greater certainty all management fees), redemptions or repurchases of shares or units or repayment of any shareholders, partners or trustees loans or any other like payment to shareholders, partners or trustees, whether made in cash or by transfer of property;

“Environmental Activity” means any past, present or proposed future activity, event or circumstance in respect of a Hazardous Substance, including its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation, or its Release, escape, leaching, dispersal or migration into the natural environment, including the movement through or in the air, soil, surface water or ground water;

“Environmental Laws” means any and all applicable federal, provincial, state, municipal or local laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances, official directives and authorizations from time to time relating to the environment, occupational health or safety, the conservation, management protection or use of wildlife, natural resources, surface water or groundwater or any Environmental Activity;

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, inspections or other similar proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including, without limitation:

“Environmental Report” means, with respect to any of the Mortgaged Real Property, an environmental site investigation report in respect of such Mortgaged Real Property, prepared by an environmental consultant satisfactory to FCC, which shall include, among other things:

together with, if the report has not been prepared for FCC and is not addressed to FCC, a transmittal letter, in form acceptable to FCC, from the consultant confirming that the report has a liability amount of satisfactory to FCC and is valid and can be relied upon by FCC;

“Event of Default” means any event specified as an Event of Default in Section 5.1 of this Schedule and any other event specified in this Agreement or any other Loan Document as being an Event of Default;

“Existing Security” means the security documents described in Parts A and B of Schedule A that are described as being in existence as at the date of this Agreement;

“FCC Counsel” means Lawson Lundell LLP or such other counsel as FCC shall choose from time to time, together with all local counsel employed by such counsel;

“FCC Counsel Opinion” means one or more opinion letters of FCC Counsel to FCC with respect to such matters as FCC shall require;

“Financial Covenant Event of Default” means the breach of failure of any Obligant to perform any Financial Covenant;

“Financial Covenants” means, collectively, the covenants, if any, contained in Section 10.3 of this Agreement relating to the maintenance of certain financial ratios and/or certain financial conditions;

“Financial Statements” means, with respect to any Obligant, the financial statements of such Obligant, including annual financial statements and interim financial statements, each consisting of a balance sheet, statement of earnings, statement of retained earnings and a statement of cash flow for such year, together with the notes thereto, all prepared in accordance with US GAAP;

“Fixed Rate” means any fixed rate of interest specified in this Agreement with respect to any Loan, including any adjustment thereof pursuant to Schedule B;

“Fixed Rate Loan” means any Loan on which interest is payable at a Fixed Rate;

“Governmental Approval” means any authorization, permit, approval, grant, licence, consent, right, privilege, registration, filing, order, commitment, judgment, direction, ordinance, decree or like instrument or affirmation issued or granted by any Governmental Authority;

“Governmental Authority” means the government of Canada or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supranational bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency;

“Guarantors” means, subject to Sections 1.3(b) and 1.10 of this Schedule, each Person who provides a guarantee of or Security for any of the Secured Obligations, including any Person so described in Section 2 of this Agreement;

“Governing Law Province” has the meaning given to that term in Section 7.10 of this Schedule E;

“Hazardous Substance” means, without limitation, any pollutant, dangerous good, substance or material, liquid waste, industrial waste, hauled liquid waste, toxic good, substance or material, hazardous waste, hazardous good, substance or material or contaminant, including any of the foregoing as defined in or regulated by any Environmental Law and any barrel, drum, container, tank or other receptacle containing or formerly containing any of the foregoing;

“Indebtedness” means, with respect to any Person, without duplication, the aggregate of the following amounts, calculated in accordance with US GAAP:

and any other balance sheet debt, provided that shareholder or partnership loans that are postponed to FCC and deferred taxes shall not be treated as Debt;

“Indebtedness for Borrowed Money” means, with respect to any Person, at any time, all items outstanding which would, in accordance with US GAAP, be classified as a liability on a combined or consolidated balance sheet of such Person or in the notes thereto and which would be included in determining obligations in respect of borrowed money or in respect of any credit or credit facility extended to, or established in favour of, such Person and, to the extent not otherwise included pursuant to the preceding provisions of this definition shall include all Capital Leases and all Contingent Obligations of such Person with respect to borrowed money or credit or credit facilities any other Person to the extent such obligations are treated as a liability under US GAAP;

“Indemnitee” has the meaning assigned to such term in Section 6.2 in this Schedule; “Information” has the meaning assigned to such term in Section 7.16 of this Schedule;

“Initial Advance Expiry Date” means, with respect to any Loan, the date, if any, specified in this Agreement as being the “Initial Advance Expiry Date” for such Loan;

“Insurance” means the policies of insurance, if any, to be maintained by the Obligants pursuant to Schedule A and all such additional policies of insurance as FCC may require the Obligants to maintain from time to time;

“Interest Adjustment Date” means, with respect to any Loan, the date, if any, specified as the “Interest Adjustment Date” for such Loan in Section 2 of this Agreement;

“Inventory” means, with respect to any Person, collectively all inventory of whatever kind now or hereafter owned by such Person and all increases, substitutes, replacements, additions, and accessions thereto and products thereof, including without limitation, all goods, merchandise, raw materials, goods in process, finished goods, packaging and packing material and other tangible personal property now or hereafter held for sale, lease, rental or resale or that are to be furnished under a contract of rental or service or that are to be used or consumed in the business of such Person;

“Investment” means any acquisition, directly or indirectly, of any Capital Stock or other interest in any Person or any assets of any Person;

“Jeff Davis Lands” means those lands described as the Jeff Davis Lands set out in Schedule H; “Judgment Currency” has the meaning assigned to such term in Section 7.6 of this Schedule; “Lien” means, with respect to any Mortgaged Property, any:

“Loan” means each credit facility made available under this Agreement and “Loans” means all such credit facilities, as set out in Section 2 of this Agreement;

“Loan Documents” means this Agreement, all present and future Security, and all other present and future agreements, documents, certificates and instruments delivered by any Obligant to FCC pursuant to or in respect of any such documents or any Loan, in each case as the same may from time to time be supplemented, amended or restated;

“Material Adverse Change” means a material adverse change in:

“Maximum Permissible Rate” means, with respect to interest payable on any amount, the rate of interest on such amount that, if exceeded, could, under Applicable Law, result in (a) civil or criminal penalties being imposed on the payee or (b) the payee’s being unable to enforce payment of (or, if collected, to retain) all or any part of such amount or the interest payable thereon;

“Mortgaged Property” means the property, whether real or personal, of the Obligants which is, or is expressed or intended to be, subject to the Liens of any of the Security;

“Mortgaged Real Property” means any Mortgaged Property which is real property or an interest in real property;

“New Security” means the security documents described in Parts C and D of Schedule A;

“Non-Disturbance Agreement” means, with respect to any Mortgaged Real Property which is leasehold property an agreement by the landlord of such real property in favour of FCC, in such form and content, and containing such provisions, as FCC shall require (such provisions may, in FCC’s discretion, include, without limitation, a non-disturbance agreement, consent to FCC’s Lien and waiver of any default arising therefrom, confirmation of good standing and absence of default, agreement to provide to FCC notice of and opportunity to cure defaults, agreement that FCC has no liability under lease except during the time that it is a mortgagee in possession, consent to assignment of lease by FCC as part of its enforcement of the Security and agreement to grant a replacement lease to FCC where the lease is cancelled due to bankruptcy, insolvency or some other condition which is not capable of cure by FCC);

“Obligant” means, subject to Sections 1.3 and 1.10 of this Schedule, each of the Borrower and the Guarantors and, for greater certainty, if any Obligant is a partnership or limited partnership, each of the general partners of such Obligant shall also be an Obligant;

“Operating Lender” means the lender that extends an operating loan or loans to one or more of the Borrowers against the security of such Borrower’s inventory and accounts receivable which as at the date of this Agreement will be Bank of Montreal;

“Operating Lender Security Interest” means the first priority Lien over the accounts receivable and inventory of any of the Borrowers and Guarantors and the second priority Lien over all other personal property of the Borrowers and the Guarantors, in favour of the Operating Lender (and for greater certainty, not any Liens over any of the Borrowers and Guarantors’ real property, including the Real Property);

“Original Currency” has the meaning assigned to such term in Section 7.6 of this Schedule E;

“Payment Date” means, with respect to any Loan, each date specified in this Agreement as a “Payment Date” for such Loan or a date upon which payment of principal of or interest on such Loan is to be made;

“Permit” means any Governmental Approval or other authorization, permit, approval, grant, licence, consent, right, privilege, registration, filing, order, commitment, judgment, direction or like instrument or affirmation issued or granted by any other Person required or desirable in connection with the ownership or charging by any Obligant of any of the Mortgaged Property, the operation of the business of any Obligant or its performance by any Obligant of any of its obligations under any of the Loan Documents;

“Permitted Disposition” means any sale, lease or other disposition by any Obligant or any Wholly-Owned Subsidiary of any Obligant of any of its business or property, in accordance with Applicable Law, where no Default or Event of Default has occurred and is continuing or would result from such disposition, by way of:

in each case for disposition proceeds not less than fair market value and which proceeds are used, within 6 months to either acquire other assets for the Core Business of such Obligant or Subsidiary or are applied to permanent reduction of outstanding principal amounts of Secured Obligations or any other disposition consented to in writing by FCC or specifically authorized herein;

“Permitted Indebtedness” means the Secured Obligations, any other Indebtedness to FCC, any Permitted Operating Loan, any Permitted Purchase Money Obligation and any other Contingent Obligations and Indebtedness approved in writing by FCC from time to time, including for greater certainty an operating loan with the Operating Lender and any loans made to or received from Leli Holland B.V.

“Permitted Investment” means, with respect to any Obligant, an Investment in assets to be used in the Core Business of such Obligant or in the Capital Stock or other interest in a Person whose business is the same as the Core Business of such Obligant, in each case where, prior to the making of such Investment, the Obligant shall have provided to FCC such pro forma financial information as FCC may require that shows that, after such Investment, there will be no Default or Event of Default for the 4 fiscal quarters following such Investment;

“Permitted Liens” means, with respect to the Mortgaged Property of any Obligant:

“Permitted Operating Loan” means, with respect to any Obligant, an operating line of credit made available to such Obligant by a chartered Canadian bank, on terms and conditions satisfactory to FCC, where such bank has, if required by FCC, entered into a Permitted Operating Loan Priority Agreement;

“Permitted Operating Loan Priority Agreement” means a Subordination Agreement between, inter alia, FCC and the bank providing the Permitted Operating Loan which provides, inter alia, that the security held by such bank shall have priority over the Security with respect to Inventory, Accounts Receivable and other Mortgaged Property, if any, specified by FCC and that such bank’s security shall be subordinate in priority to the Security with respect to all other Mortgaged Property;

“Permitted Purchase Money Obligations” means all Purchase Money Obligations whose incurrence does not breach any restrictions under this Agreement on capital expenditures, the ownership of property or the carrying on of any particular business;

“Permitted Purchase Money Lien” means a Lien securing any Permitted Purchase Money Obligation (or any refinancing thereof) where such Lien is restricted to the property which is the subject of such Permitted Purchase Money Obligation;

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity;

“Potential Prior-Ranking Claims” means all amounts owing or required to be paid, where the failure to pay any such amount could give rise to a Lien, pursuant to Applicable Law or otherwise, which ranks or is capable of ranking in priority to the Security or any of it or otherwise in priority to any claim for repayment of or any Lien securing payment or performance of any of the Secured;

“Presidio Leasehold Lands” means those lands described as the Presidio Leasehold Lands set out in Schedule H;

“Presidio Fee Lands” means those lands described as the Presidio Fee Lands set out in Schedule H;

“Pre-Authorized Payment Documents” means, with respect to any Loan, all such documents (including any provisions contained in this Agreement or any other agreement between FCC and the Borrower), including any voided cheque, as may be required by FCC to permit scheduled payments of principal or interest directly to FCC from an account maintained by the Borrowers at a financial institution;

“Purchase Money Obligations” means all indebtedness for the deferred purchase price of property or services, not including trade payables incurred in the ordinary course of business, including all indebtedness created, arising or secured under any conditional sale or other title retention agreement;

“Qualifying Accounting Firm” means any one of Pricewaterhouse Coopers, Deloitte Touche Tohmatsu Limited, KPMG LLP or Ernst & Young;

“Quota” means quota or other licences to hold, produce or sell livestock or agricultural products where the right to hold, produce or sell such products is subject to regulation by a marketing board or other agency, whether private or public;

“Quota Acknowledgement” means a notice and direction, executed by an Obligant who has created Security upon any Quota (whether by way of an assignment to FCC of or any other Lien in favour of FCC) advising the Board of, among other things, such Security, irrevocably directing the Board to provide FCC with written notice of any application to transfer any of the Quota, to obtain FCC’s prior written consent before authorizing or approving any further Lien on the Quota or any transfer thereof and to provide FCC with any and all surplus funds received by the Board from a transferee in the event the Board approves a transfer of any of the Quota and containing

such other provisions as FCC may require, which notice and direction shall be acknowledged by the Board; “Related Parties” means the directors, officers, employees, agents and advisors of FCC;

“Real Property” means together the Canadian Real Property and the US Real Property;

“Release” includes releasing discharging, spraying, injecting, inoculating, abandoning, depositing, spilling, leaking, leaching, seeping, pouring, emitting, emptying, throwing, dumping, placing, migrating, disposing, abandonment and exhausting;

“Repayable FCC Loans” means the loans, if any, which are to be repaid from the proceeds of one or more Loans, as described in Section 2;

“Representations and Warranties” means all representations and warranties made or deemed to be made from time to time by or on behalf of any Obligant pursuant this Schedule, this Agreement or any Loan Document;

“Restricted Payment” means any payment or declaration of payment by any Person:

other than Restricted Payments under (a), (d), (f) or (g), where the aggregate of all such Restricted Payments, in any fiscal year, does not exceed the amount of net income for such fiscal year, after repayment of the current portion of long term Indebtedness (including for greater certainty the principal portion of Capital Lease payments) and so long as, in any event no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

“RNG Facility” means the production facility owned and operated by Terreva Renewables located on the Borrowers’ property in Delta, B.C.;

“Sales Tax” means any goods and services tax, harmonized sales tax, value added tax, social services tax, sales tax or other similar Tax;

“Secured Obligations” means, collectively, all present and future obligations and liabilities

(whether for payment of money or performance of covenants), direct or indirect, absolute or contingent, which may from time to time be owing to FCC by the Obligants or any of them arising from or relating to:

“Security” means all security documents now or hereafter held by FCC for payment or performance of the Secured Obligations or any part thereof (including the Existing Security and the New Security) or otherwise required pursuant to this Agreement;

“Settlement Value” means the amount, if any, that would be required to be paid by a Person to the other party to a Derivative Contract as a result of such Person being “out of the money” on a mark to market valuation of the Derivative Contract;

“Subordination Agreement” means a priority, subordination and standstill agreement made between FCC and a counterparty holding or proposing to acquire security by way of any Lien over any of the Mortgaged Property, in form and content satisfactory to FCC;

“Subsidiary” means, with respect to any Obligants, any Business Entity in which Capital Stock carrying more than 50% of the voting rights of all Capital Stock of such Business Entity are beneficially owned, directly or indirectly, by one or more Obligants;

“Tangible Net Worth” mean

“intangible assets” shall include, without limitation, any prepaid expenses, deferred charges, investments or advances to or other indebtedness owed by:

“Tax” includes all present and future taxes, rates, levies or assessments (ordinary or extraordinary), imposts, remittances, stamp taxes, royalties, duties, fees, dues, deductions, withholdings (whether payroll or otherwise), Sales Taxes or charges, added value charges, charges or taxes on capital or reserves, levied, assessed or imposed by any government or Governmental Authority, and any restrictions or conditions resulting in a tax and all penalty, interest and other payments on or in respect thereof;

“Unfinanced Capital Expenditures” means, with respect to any Person, the sum of all capital expenditures made by such Person during the applicable period, less the sum of the value of any trade-ins of capital property made in connection with such expenditures and the aggregate amount of such capital expenditures financed by long-term Indebtedness;

“US GAAP” means generally accepted accounting principles in the United States in effect and applicable to the accounting period in respect of which reference to US GAAP is made;

“US Real Property” means those lands set out in Schedule H;

“US Real Property Deeds of Trust” means the 4 deeds of trust being granted by Village Farms,

L.P. to FCC charging the US Real Property, as set out in Schedule A;

“Ward County Lands” means those lands described as the Ward County Lands set out in Schedule H;”

“Variable Mortgage Rate” means the floating rate of interest determined by FCC from time to time as the interest rate to be applicable to floating rate loans secured by a mortgage of real property made by FCC and characterized as FCC’s “Variable Mortgage Rate” (which rate, for greater certainty, is calculated semi-annually, not in advance) and as to which a certificate of an officer of FCC shall be conclusive evidence;

“Variable Personal Property Rate” means the floating rate of interest determined by FCC from time to time as the interest rate to be applicable to floating rate loans secured by a Lien on personal property made by FCC and characterized as FCC’s “Variable Personal Property Rate” (which rate, in respect of any Loan, for greater certainty, is calculated on the basis of a period corresponding to the interest payment frequency of such Loan – e.g. if such loan is payable quarterly, such rate is calculated quarterly – not in advance) and as to which a certificate of an officer of FCC shall be conclusive evidence;

“Wholly-Owned Subsidiary” means, with respect to the Obligants, a Subsidiary in which Capital Stock carrying 100% of the voting rights of all Capital Stock of such Subsidiary are beneficially owned, directly or indirectly, by one or more Obligants.

Any reference made in this Agreement to:

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any Loan Document (including any agreement contained or referred to in a Schedule) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s heirs, successors and permitted assigns, (c) unless otherwise expressly stated, all references in this Agreement to Schedules shall be construed to refer to Schedules to this Agreement, (d) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (e) the provisions of each Schedule shall constitute provisions of this Agreement as though repeated at length herein and (f) the words “assets” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (f) any reference to a corporate or partnership entity includes

and is also a reference to any corporate or partnership entity which is a successor thereto. The phrase “so long as this Agreement remains in effect” includes circumstances where any Event of Default has occurred and is continuing and any circumstances where no amounts are owing to FCC hereunder but FCC remains obligated to advance any unadvanced portion of a Loan. The computation of any time period referred to in any Loan Document, unless otherwise specifically provided, shall exclude the day of the occurrence of the event to which the period relates and shall include the last day of such period.

All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with US GAAP. All accounting terms specifically defined in this Agreement shall be interpreted in accordance with US GAAP to the extent that such interpretation is not inconsistent with such definition.

Except as otherwise specifically provided herein, where this Agreement requires a payment to be made or a thing to be done on a day and such day is not a Business Day, then this Agreement shall be deemed to provide that such payment shall be made or such thing shall be done on the next Business Day provided that, if such next Business Day would be in a different month, then such payment shall be made or such thing shall be done on the next previous Business Day).

The Loan Documents will be binding upon and will enure to the benefit of the parties thereto and their respective heirs, successors and permitted assigns.

No Loan Document may be amended orally and any amendment may only be made by way of an instrument in writing signed by the parties to such Loan Document. The Obligants agree to make such amendments to the Loan Documents as may be reasonably requested by FCC to facilitate the granting by FCC of participation in or assignments of its interest in the Loan Documents, in whole or in part, provided that no such amendment shall have the effect of increasing any costs payable by the Obligants under the Loan Documents or increasing the obligations of the Obligant thereunder.

Neither any waiver by a party to any Loan Document of any provision, or the breach of any provision, of such Loan Document nor any consent by a party to any Loan Document given pursuant to the provisions of such Loan Document will be effective unless it is contained in a written instrument duly executed by such party. Such written waiver or consent, as the case may be, will affect only the matters specifically identified in the instrument granting the waiver or consent, as the case may be, and will not extend to any other matter, provision or breach.

To the extent that there is any inconsistency or ambiguity between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement will govern to the extent necessary to eliminate such inconsistency or ambiguity. To the extent that there is any inconsistency or ambiguity between the provisions of the body of this Agreement and any Schedule, the provisions of the Schedule will govern to the extent necessary to eliminate such inconsistency or ambiguity.

If more than one Person is the Borrower, each reference to the “Borrower” in any Loan Document shall be deemed to be a reference to, and the representations, warranties, covenants and obligations of the “Borrower” shall be deemed to be the joint and several representations, warranties, covenants and obligations of, all such Persons If a Person who is a Borrower is a general partnership or limited partnership, each reference in any Loan Document to the “Borrower” shall be deemed to be a reference to, and the representations, warranties, covenants and obligations of such Borrower shall be deemed to be the joint and several representations, warranties, covenants and obligations of, such Person and each of its general partners. If a Person who is an Obligant is a general partnership or limited partnership, any reference in any Loan Document to such Obligant shall be deemed to be a reference to, and the representations, warranties, covenants and obligations of such Obligant shall be deemed to be the joint and several representations, warranties, covenants and obligations of each of such Person and each of its general partners.

For the purposes of the Interest Act (Canada) where any rate of interest hereunder is calculated on the basis of a 360 day year, the annual rate to which such rate of interest is equivalent is such rate of interest, multiplied by the number of days in the annual period (being 365 or 366, as the case may be) and divided by 360.

The provisions of the Loan Documents shall not create or be deemed to create any partnership, joint venture or other relationship between FCC and any Obligant, other than the relationship of lender, in the case of FCC, and borrower or guarantor, in the case of the Obligants.

The records of FCC shall, absent manifest error, constitute conclusive evidence of the amount of the Secured Obligations from time to time.

Where any Loan Document requires an Obligant to make a determination or assessment of any event or circumstance or other matter to its knowledge or to the best of its knowledge, the Obligant shall make all inquiries and investigations as may be necessary or reasonable in the circumstances before making any such determination or assessment.

Where the delivery of a certificate or opinion is a condition precedent to the taking of any action by FCC under any Loan Document, the truth and accuracy of the facts and opinions stated in such certificate or opinion shall in each case be conditions precedent to the right of any Obligant to have such action taken and each statement of fact contained therein shall be deemed to be a representation and warrant by the Borrowers of the truth of such statement of fact for the purposes of this Agreement.

In the event of any change to US GAAP or in any change in elections made by any Obligant under US GAAP which, in any material respect, changes, results in a change in the method of calculation of or has an impact on any financial covenant, financial ratio or other term or provision

of any Loan Document, as determined by FCC acting reasonably, the Borrowers will, at the request of FCC, negotiate in good faith to revise (if applicable) such covenant, ratio, term or provision and the Obligants shall execute and deliver all such documents and do all such things as may be necessary to give effect to any revision agreed to by the Borrowers and FCC. If the

Borrowers and FCC are unable to agree upon revision, the Obligants shall continue to provide Financial Statements, certificates and other information required under the Loan Documents in accordance with US GAAP as it existed on the date of this Agreement and any such covenant, ratio, term or provision shall continue to be interpreted in accordance with US GAAP as it existed on the date of this Agreement.

The obligation of FCC to make the initial advance under any Loan is conditional upon satisfaction, or waiver by FCC, of the following conditions as of the date of such advance:

It shall be a condition precedent to the initial Advance under any Loan that FCC shall have received the following in form and content satisfactory to FCC:

It shall be a further condition precedent to the initial and each and every subsequent Advance under each Loan that:

The conditions set forth in this Section 2 are for the sole benefit of FCC. FCC may, at its discretion, waive or agree to delay the performance of any such condition, in whole or in part (with or without terms or conditions) and any such waiver or agreement shall be without prejudice to the right of FCC, at any time to assert such waived conditions in respect of any subsequent advance.

Each Obligant (with respect to itself and to the extent that each representation and warranty below purports to relate to it) represents and warrants to FCC (and acknowledges that FCC is relying upon such representations and warranties) that:

except where the failure to do so would not have a Material Adverse Effect;

Each Obligant covenants with and in favour of FCC to:

and shall forthwith upon receipt provide to FCC copies of any written communications delivered to it by any Person alleging any default under or threatening the exercise of any remedy with respect to any agreement described in clauses (ii) or (iii);

Each Borrower covenants with and in favour of FCC to:

If, in the reasonable opinion of FCC, any Obligant fails to perform any obligation under:

then, notwithstanding any dispute by any Obligant as to the existence or effect of such failure, FCC may, but shall not be obliged to, perform such obligation and the Obligants shall take all necessary steps to permit and expedite such performance by FCC (including without limitation providing FCC access to any of their property necessary to permit such performance). The Borrowers shall pay to FCC, forthwith on demand, all costs and expenses (including legal costs) incurred by FCC in connection with such performance, together with interest, from the date of incurrence of such costs and expenses to the date of payment by the Borrowers, at the rate specified in Section 5.4 of this Agreement. No such performance by FCC shall constitute a waiver by FCC of any Default or Event of Default arising from any such failure to perform by any Obligant.

Upon the occurrence of any one or more of the following events (each an “Event of Default”) and without limiting any other provision of this Agreement:

and:

$100,000, subject to any applicable grace or cure period, or a default or event of default occurs under, and is not cured or waived within any applicable grace or cure period provided by, any agreement or security document (other than the Loan Documents) evidencing or securing any Indebtedness of any Obligant or securing other Indebtedness of any Obligant in excess of $100,000;

FCC may, in its sole and absolute discretion, by written notice to the Borrowers, declare any or all Secured Obligations to be due and payable and any or all of the Loans terminated, whereupon any right of the Borrowers to, and any obligation of FCC to provide, any further advance or other utilization of any terminated Loan shall terminate, and all Secured Obligations expressed to be due and payable shall be immediately due and payable without further demand or other notice of any kind, all of which are expressly waived by the Borrowers.

Upon the making of an Acceleration Declaration, FCC may, in its sole and absolute discretion, proceed to protect, exercise and enforce its rights and remedies under the Loan Documents and such other rights and remedies as are provided at law or by equity or by statute.

The Obligants agree that the rights and remedies of FCC under the Loan Documents are cumulative and in addition to, and not in substitution for, any rights or remedies provided by law; any single or partial exercise by FCC of any right or remedy for a default or breach of any term, covenant, condition or agreement in the Loan Documents does not affect its rights and does not waive, alter, affect, or prejudice any other right or remedy to which FCC may be lawfully entitled for the same default or breach. Any waiver by FCC of the strict observance of, performance of or compliance with any term, covenant, condition or agreement of the Loan Documents and any indulgence by FCC is not a waiver of that or any subsequent default.

FCC will have the right at any time and from time to time to apply any and all proceeds realized from the enforcement of any of the Security or any amount however received on such part or parts of the Secured Obligations as FCC may see fit, and FCC will at all times and from time to time have the right to change any application of any such proceeds received by them and reapply the same on any part or parts of such indebtedness as FCC may see fit, notwithstanding any previous application by whomsoever made. The Obligants shall remain liable for, and the Security shall continue to secure, payment and performance of the Secured Obligations, notwithstanding any partial payment thereof and the Obligants shall remain liable for any unpaid or unperformed balance of the Secured Obligations notwithstanding completion of the enforcement of the Security. The taking of any judgement or any other action or dealing by FCC in respect of any Security shall not operate as a merger of any Secured Obligations or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which FCC may have in connection with the Secured Obligations, and the surrender, cancellation or any other dealings with any Security shall not release or affect the liability of any Obligant under any of the Loan Documents.

The Borrowers shall pay, promptly upon notice from FCC, (i) all reasonable out-of-pocket expenses incurred by FCC, including the reasonable fees, charges and disbursements of FCC Counsel, in connection with the preparation, negotiation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by FCC, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with the Loan Documents or in connection with the Loans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, or in connection with any amendment, modification or waiver of any of the provisions of any

Loan Document requested by any Obligant, whether or not such amendment, modification or waiver is granted.

In addition to any other indemnity contained herein or in any other Loan Document, each Borrower hereby indemnifies FCC and each related party (each such Person being called an “Indemnitee”) against, and shall hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Obligant or any other Person arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance or non-performance by the parties hereto or thereto of their respective obligations hereunder or thereunder, any misrepresentation by any Obligant contained therein, the occurrence of any Event of Default or the consummation or non- consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of any Hazardous Substance on or from any Mortgaged Property, or any liability arising under any Environmental Laws related in any way to any Borrower, any other Obligant or any of their respective assets, including the Mortgaged Property, (iv) any Taxes (including any arrears, interest and penalties) now or hereafter owing or assessed in respect of any part of the Mortgaged Property, (v) any failure by any Obligant to remit any sale, lease or other proceeds arising from or with respect to any part of the Mortgaged Property, where required to do so hereunder or pursuant to any consent or waiver granted by FCC, (vi) any acts of fraud, misrepresentation, wilful misconduct and/or gross negligence committed by any Obligant or any other Person in connection, directly or indirectly, with any of the Mortgaged Property, or (vii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by an Obligant and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Obligant against an Indemnitee for breach in bad faith of such Indemnitee’s obligations under any Loan Document, if the Obligant has obtained a final and nonappealable judgment in its favour on such claim as determined by a court of competent jurisdiction. The indemnity in this Section 6.2 is in addition to and not in substitution for any indemnity contained elsewhere in this Agreement or any other Loan Documents. This indemnity will survive the repayment and cancellation (in whole or in part) of the Secured Obligations and termination of this Agreement as a separate and continuing covenant of the Borrowers.

All amounts due under this Section 6 shall be payable promptly after demand therefor. A certificate of FCC, setting forth the amount or amounts owing to FCC or related party, as the case may be, as specified in this Article, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrowers shall be conclusive absent manifest error.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of FCC, which may be withheld by FCC in its absolute discretion. FCC may assign all or any portion of its rights under the Loan Documents without the consent of any Obligant and upon any such assignment, if to a financial institution resident in Canada, FCC shall be released and discharged from its obligations hereunder, as they relate to or arise from such assigned interest. For the purposes of any such assignment FCC may disclose on a confidential basis to a potential

assignee such information about any Obligant as FCC may see fit. The Borrowers shall, and shall cause each other Obligant to, execute and deliver, at the request and expense of FCC, all such deeds, instruments, assurances and other documents as FCC may reasonably request in connection with any such assignment.

If any of the provisions of this Agreement shall be unenforceable, illegal or invalid in any jurisdiction, the validity and enforceability of such provisions in any other jurisdiction shall not be impaired thereby nor shall the enforceability and validity of any other provisions of this Agreement be impaired thereby.

in the case of any Obligant, at the addresses for the Borrowers set out on page 1 of this Agreement;

in the case of FCC:

Farm Credit Canada

Loan Administration Center

12040 149th NW, 2nd Floor Edmonton, AB T5V 1P2

Fax No. [***Redacted – Personally Identifying Information***]

with a copy to:

General Counsel Farm Credit Canada

1800 Hamilton Street, P.O. Box 4320 Regina Saskatchewan S4P 4L3

Fax No. [***Redacted – Personally Identifying Information***]

Time shall be of the essence of this Agreement and each of the other Loan Documents and any forbearance by FCC of the strict application of this provision shall not operate as a continuing or subsequent forbearance.

Nothing contained in the Loan Documents shall require any Obligant at any time to pay interest at a rate exceeding the Maximum Permissible Rate. If interest payable by an Obligant on any date would exceed the maximum amount permitted by the Maximum Permissible Rate, such interest payment shall automatically be reduced to such maximum permitted amount, and interest for any subsequent period, to the extent less than the maximum amount permitted for such period by the Maximum Permissible Rate, shall be increased by the unpaid amount of such reduction. Any interest actually received for any period in excess of such maximum amount permitted for such period shall be deemed to have been applied as a prepayment of the Advances.

If for the purposes of obtaining judgment in any court in any jurisdiction or for any other purpose hereunder it becomes necessary to convert into the currency of such jurisdiction (“Judgment Currency”) any amount due hereunder in any currency other than the Judgment Currency (“Original Currency”), then such conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For such purpose “rate of exchange” means the spot rate at which FCC, in accordance with its usual practices, on the relevant date at or about 12:00 noon, Regina time, would be able to purchase the Judgement Currency with such amount of Original Currency. If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of payment of the amount due, the relevant Obligant shall, on the date of payment, pay such additional amounts (if any) as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which, when converted at the rate of exchange prevailing on the date of payment is the amount then due under this Agreement in Original Currency. Any additional amount due from any Obligant under this Section 7.6 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement. The Obligant’s obligation in respect of any such amount due hereunder shall, notwithstanding any such judgment in such Judgment Currency, be discharged only to the extent that on the date of payment of the amount of the judgment in such Judgment Currency, FCC is able to purchase the Original Currency.

All payments under any Loan Document (unless otherwise specified herein) shall be made to FCC at the account and office specified by FCC from time to time by not later than 11:00 a.m. (Regina time) for value on the date when due, and shall be made in immediately available funds, and if any payment made by the Borrowers hereunder is made after 11:00 a.m., such payment will be deemed to have been made on the immediately following Business Day and interest will continue to accrue on the amount of such payment until such following Business Day.

All payments under the Loan Documents shall be made by the Obligants free and clear of any set off or counterclaim against FCC.

All payments under the Loan Documents shall be made in the currency in respect of which the obligation requiring such payment arose. For greater certainty, all payments to be made pursuant to this Agreement including principal, interest and costs will, except as otherwise expressly provided herein, be payable in US Dollars.

This Agreement together with the other Loan Documents constitutes the entire agreement between the parties hereto with respect to the Loans and, subject to any express provisions to the contrary contained in this Agreement, supersedes and replaces any previous written or verbal agreement with respect to the subject matter hereof, provided that nothing contained herein shall terminate any existing security held for any Secured Obligation pursuant to any previous agreement where such security is specified as Security hereunder or any Pre-Authorized Payment Documents in the Existing Loan. Subject to any express provisions to the contrary contained in this Agreement, upon

execution and delivery of this Agreement by all parties, the terms and conditions of any and all prior existing agreements among any of the parties hereto with respect to the subject matter hereof, shall merge herein and be of no further force or effect.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia (the “Governing Law Province”) and the laws of Canada applicable therein.

Each Borrower irrevocably and unconditionally submits, and shall cause each other Obligant to irrevocably and unconditionally submit, for itself and its property, to the nonexclusive jurisdiction of the courts of the Governing Law Province (including the appellate courts thereof) in any action or proceeding arising out of or relating to this any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that FCC may otherwise have to bring any action or proceeding relating to any Loan Document against any Obligant or its properties in the courts of any jurisdiction.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.12.

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it has been executed by FCC and when FCC has received counterparts hereof (or thereof) that, when taken together, bear the signatures of each of the other parties hereto (or thereto). Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

The words “execution,” “signed,” “signature,” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law.

Where this Agreement or any other Loan Document contemplates or provides for any review, approval, consent, waiver or other action by FCC, such review, approval, consent, waiver or

other action shall lie within the sole discretion of FCC. Where this Agreement or any other Loan Document contemplates or provides for the receipt or review by FCC or FCC Counsel of any document or information, such document or information shall be in form and content satisfactory to FCC or FCC Counsel, as the case may be, in its sole discretion. Where this Agreement contemplates or provides for evidence of any circumstances to be provided to FCC, such evidence shall be in form and content satisfactory to FCC and such circumstances shall be satisfactory to FCC, in each case in its sole discretion.

FCC agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by Applicable Laws or by any legal process, (d) to any party to any Loan Document, (e) in connection with the exercise of any remedies under any Loan Document or any action or proceeding relating to any Loan Document or the enforcement of rights thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or any prospective assignee of, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrowers and their obligations, (g) with the consent of the Borrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to FCC on a non-confidential basis from a source other than an Obligant.

For purposes of this Section, “Information” means all information received in connection with this Agreement from any Obligant relating to any Obligant or any of its Affiliates or any of their respective businesses, other than any such information that is available to FCC on a non- confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of

such Information as such Person would accord to its own confidential information. In addition, FCC may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such Information as such person normally makes available in the course of its business of assigning identification numbers.

FCC acts with integrity, balancing business decisions with individual needs to achieve its vision of sustainable growth and prosperity of Canada’s agriculture industry. For these purposes FCC require complete disclosure of all aspects of the businesses of the Obligants. FCC will deal only with Obligants with personal integrity and will not lend to those whose business or other activities will negatively impact FCC’s reputation or detract from FCC’s ability to attract and retain other customers. Without limitation of the foregoing, FCC will not finance or otherwise deal with Persons or businesses that:

Each Obligant represents and warrants to FCC (and acknowledges that FCC is relying on this representation and warranty in entering into this Agreement) that it has read this Section 7.17 of this Schedule, that it knows of no reason why FCC would have any concern relating to its business and that it is not involved in any of the activities specified above.

Extensions of the repayment dates set out in this Agreement may be requested by the Borrowers. Extensions will be granted at the discretion of FCC. If there is no written agreement in force extending or altering the terms of the Loan on the Maturity date and FCC is not taking steps to recover the Loan or has not advised the Borrowers that the Loans will not be extended, the Loan may be automatically extended on the following terms:

Each Borrower hereby authorizes FCC to obtain credit or other information about the Borrowers, and the collateral from, and allows FCC during the term of the Loans to exchange such information with:

Each Borrower also agrees that FCC may use loan information for FCC’s internal research and marketing purposes and that FCC may contact the Borrowers regarding its other products and services.

From time to time FCC may sell or assign all or any part of its rights under this Agreement to a financial institution resident in Canada and FCC shall be released and discharged from its obligations hereunder. For the purposes of any such assignment FCC may disclose on a confidential basis to a potential assignee such information about any Borrower or Guarantor as FCC may see fit. Each Borrower agrees to execute and deliver, and to cause the Guarantor to execute and deliver, at the request and expense of FCC, such deeds, documents, instruments, and assurances as FCC may reasonably request in connection with any such assignment.

This Agreement may not be amended or modified in any respect except in accordance with the provisions hereof, however, each Borrower hereby agrees to make such amendments to this Agreement as may be reasonably requested by FCC to facilitate the granting by FCC of participations or assignments, provided that no such amendment shall have the effect of increasing any costs payable by the Borrowers or increasing the obligations of the Borrowers under this

Agreement.

The Borrowers shall obtain and comply with all necessary municipal, provincial and federal laws, including obtaining all required business, building, expansion, operating and other permits and licenses. Each Borrower agrees that the real/immovable property collateral complies with all zoning and building by-laws and other regulations.

FCC acts with integrity, balancing business decisions with individual needs to achieve our vision of sustainable growth and prosperity for Canada’s agriculture industry.

FCC is committed to supporting the industry over the long-term and through all cycles. We work with customers to understand the material issues that they face and to help them identify and resolve issues in a way that generates a positive impact on society while minimizing the risks associated with their business.

FCC’s committed partnership begins with complete disclosure on all aspects of your business.

FCC lends only to individuals or businesses with integrity who respect and adhere to applicable municipal bylaws, provincial and federal laws and regulations, who hold all permits and licenses required by law, and whose activities respect and care for:

FCC does not lend to individuals or businesses who:

The Borrowers must disclose in writing to FCC if they:

If any Borrower fails to conduct his business in line with the integrity commitments and required disclosures set out above, FCC may consider this to be an additional event of default under this

Agreement or cause to end any contractual relationship between the Borrowers and FCC. Specifically, FCC may decline to provide further financial services or make any further loan disbursements, terminate their loan(s), demand immediate repayment of any outstanding loan balance or other amount due by the Borrowers, or enforce FCC’s interest in any property pledged to secure their Loans.

By signing this Agreement, each Borrower agrees that:

Each Borrower agrees that FCC may from time to time appropriate all monies realized by FCC from the enforcement of any Security Document on or towards the payment of the indebtedness of the Borrower to FCC or such part thereof as FCC in its sole discretion may determine, and the Borrower shall have no right to require or enforce any appropriation inconsistent therewith, and FCC shall have the right to change the application of any such proceeds and re-apply the same to any part or parts of the indebtedness as FCC may see fit notwithstanding any previous application.

The parties have requested that this Agreement and all other documents be drafted in English. Les parties ont requis que cette convention et tous les autres documents soient rédigés en anglais.

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ORGANIZATIONAL CHART OF THE BORROWERS

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