Contract analysis

I. IDENTIFICATION OF LOAN DOCUMENTS COVERED BY OPINION The legal opinion letter will address, and opinions will be rendered with respect to, each of the following Loan Documents (collectively, the "Loan Documents"). Each document is identified below together with a brief description of its principal terms and the governing law applicable thereto. The final form of the opinion letter will reference each Loan Document

1. Credit Agreement. Credit Agreement, dated as of the Closing Date, among Greenfield Agricultural Partners LLC, as Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent (the "Credit Agreement"). The Credit Agreement provides for the $80,000,000 senior secured revolving credit facility on an asset-based lending structure, wit

2. Security Agreement. Security Agreement, dated as of the Closing Date, among Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Grantors"), and Heartland Commerce Bank, N.A., as Collateral Agent (the "Security Agreement"). The Security Agreement grants to the Collateral Agent, for the ratable benefit of the Lenders, a first-priority security inter

3. Guaranty Agreement. Guaranty Agreement, dated as of the Closing Date, by Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Guarantors"), in favor of Heartland Commerce Bank, N.A., as Administrative Agent, for the benefit of the Lenders (the "Guaranty"). The Guaranty constitutes a joint and several, unconditional, and irrevocable guaranty by each Guarantor

4. Pledge Agreement. Pledge Agreement, dated as of the Closing Date, by Greenfield Agricultural Partners LLC, in favor of Heartland Commerce Bank, N.A., as Collateral Agent (the "Pledge Agreement"). Pursuant to the Pledge Agreement, the Borrower pledges to the Collateral Agent (a) 100% of the membership interests in Greenfield Grain Storage LLC and (b) 100% of the issued and outstanding shares of capital stock of Gre

5. Mortgages. Each Mortgage, Assignment of Leases and Rents, and Security Agreement (collectively, the "Mortgages"), in the following forms: (a) Iowa Form Mortgages — covering the Borrower's headquarters located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Polk County, Iowa 50309, and fourteen (14) grain elevator sites located in Polk County and eight (8) additional Iowa counties (the specific counties to

6. Deposit Account Control Agreements. Each Deposit Account Control Agreement (each, a "DACA"), among the applicable Loan Party (as customer), the applicable depository bank (Prairie National Bank, N.A. or Heartland Commerce Bank, N.A.), and Heartland Commerce Bank, N.A., as Collateral Agent. The DACAs are designed to perfect by control the Collateral Agent's security interest in the deposit accounts of the Loan Part

7. Assignment of Insurance. Assignment of Insurance, dated as of the Closing Date, by the applicable Loan Parties, assigning to the Collateral Agent the right to receive (a) crop insurance proceeds and (b) property and casualty insurance proceeds under policies issued by Northstar Mutual Insurance Company (policy numbers to be confirmed), as brokered by Redwood Insurance Group, Inc. (the "Assignment of Insurance").

8. Borrowing Base Certificate. Initial Borrowing Base Certificate delivered by an authorized officer of the Borrower at closing, certifying the initial borrowing base calculation and the availability thereunder as of the Closing Date.

9. Officer's Certificate. Officer's Certificate, in the form required by the Credit Agreement, delivered by an authorized officer of the Borrower at closing, certifying as to the accuracy of representations and warranties, the absence of any default or event of default, the absence of any material adverse change, and such other matters as required by the Credit Agreement.

10. Other Ancillary Loan Documents. Any other ancillary Loan Documents required to be delivered at or prior to closing pursuant to the terms of the Credit Agreement, including without limitation any fee letters, solvency certificates, joinder agreements, post-closing letter agreements, or other instruments or documents that may be identified as conditions precedent to the initial advance under the Credit Agreement. T

II. IDENTIFICATION OF LOAN PARTIES (OPINION PARTIES) For each Loan Party identified below, the opinion letter will address matters of organizational status, power and authority, due authorization, execution and delivery, enforceability, no conflicts, and (where applicable) perfection of security interests and mortgage liens. The following sets forth the identifying information for each Loan Party, which information h

III. OPINION PARAGRAPHS — PROPOSED SCOPE This Part III sets forth the proposed substance and scope of each opinion paragraph to be included in the legal opinion letter. Each opinion paragraph is discussed in detail below, together with notes regarding the basis, scope limitations, and open issues associated with each opinion. The opinion paragraphs will be organized in the final opinion letter in the order set forth

IV. ASSUMPTIONS The legal opinion letter will be based on the following standard assumptions. These assumptions are customary in legal opinions delivered in secured lending transactions and will be set forth in the opinion letter:

1. Authenticity of Documents. All documents submitted to C&H as originals are authentic, complete, and accurate. All documents submitted to C&H as copies conform to the originals thereof, and such originals are authentic, complete, and accurate. All documents reviewed by C&H have been properly and accurately reproduced, and no material alteration or modification has been made to any document after its execution and d

2. Signatures. All signatures on documents reviewed by C&H are genuine. All natural persons executing any document reviewed by C&H had, at the time of execution, full legal capacity to do so.

3. Authority of Other Parties. Each party to the Loan Documents (other than the Loan Parties, as to whom C&H's opinion is being rendered) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, has the requisite power and authority to execute, deliver, and perform its obligations under the Loan Documents, has duly authorized the exec

4. Factual Matters. All factual representations and warranties made by the Loan Parties in the Loan Documents, in the officers' certificates, secretary's certificates, manager's certificates, incumbency certificates, borrowing base certificates, and other documents and certificates delivered in connection with the Loan Documents, are true, correct, and complete in all material respects as of the dates made. C&H has n

5. No Undisclosed Facts. There are no agreements, understandings, side letters, oral modifications, or negotiations among the parties (or any of them) that would modify, supplement, or supersede the terms of the Loan Documents or the transactions contemplated thereby, except as reflected in the Loan Documents themselves.

6. Choice of Law. The parties' choice of Illinois law to govern the Credit Agreement, the Security Agreement, the Guaranty, and the Pledge Agreement is valid, effective, and will be honored and given effect by the courts of the State of Illinois, the State of Iowa, and any other jurisdiction in which enforcement of the Loan Documents may be sought, in each case without regard to conflicts of laws principles that woul

7. Value and Good Faith. The Agent and each Lender are acquiring their respective interests in the Loan Documents, and the security interests and mortgage liens granted thereunder, for value and in good faith, within the meaning of applicable provisions of the Uniform Commercial Code (including, without limitation, UCC §§ 1-201(b)(9), 1-201(b)(20), and 9-331), and without notice of any adverse claims or defenses.

8. Proper Filing and Recording. All UCC-1 financing statements to be filed in connection with the Loan Documents are in proper form for filing and will be accepted for filing by the applicable filing offices. All Mortgages and other documents to be recorded in connection with the Loan Documents are in proper form for recording and will be accepted for recording by the applicable county recording offices. All filing a

9. Description of Collateral. The descriptions of collateral in the Security Agreement, the Pledge Agreement, the Mortgages, and the UCC-1 financing statements reasonably identify the collateral within the meaning of UCC § 9-108 and satisfy the requirements of applicable law for the creation and perfection of security interests and mortgage liens in the property described therein.

10. Federal Insured Depository Institution. Heartland Commerce Bank, N.A. is a national banking association duly organized and validly existing under the laws of the United States, with the power and authority to act as Administrative Agent and Collateral Agent under the Loan Documents, and is a "bank" within the meaning of UCC § 9-102(a)(8). Heartland Commerce Bank, N.A. is a federally insured depository institution

V. QUALIFICATIONS AND EXCEPTIONS The legal opinion letter will be subject to the following qualifications, exceptions, and limitations. These are customary in legal opinions of this nature and reflect both the inherent limitations of legal opinions and the specific characteristics of the Facility and the collateral package. A. Standard Enforceability Qualifications The enforceability opinion set forth in Opinion 3 ab

VI. DOCUMENTS TO BE REVIEWED IN PREPARATION OF OPINION In connection with the preparation and delivery of the legal opinion letter, C&H will review the following documents, records, and certificates. This list is intended to be comprehensive but is subject to supplementation as C&H deems necessary or advisable in the course of its review:

1. Executed Loan Documents. Fully executed counterparts of each of the Loan Documents identified in Part I above, including without limitation the Credit Agreement, the Security Agreement, the Guaranty, the Pledge Agreement, each Mortgage, each Deposit Account Control Agreement, the Assignment of Insurance, the Borrowing Base Certificate, and the Officer's Certificate.

2. Organizational Documents of Each Loan Party. The following organizational documents for each Loan Party, certified by an appropriate officer, manager, or secretary of such entity: (a) Greenfield Agricultural Partners LLC: Certificate of Organization filed with the Iowa Secretary of State, and the Operating Agreement (as amended and restated, if applicable), together with all amendments thereto, certified by the ma

3. Good Standing Certificates. Certificates of good standing (or equivalent certificates of existence, good standing, or status) from the applicable Secretaries of State, as follows: (a) Iowa Secretary of State — for GAP and GGS (as to good standing in Iowa); (b) Delaware Secretary of State — for Holdings (as to good standing in Delaware); (c) Illinois Secretary of State — for GCI (as to good standing in Illinois); a

4. Authorizing Resolutions and Written Consents. Certified copies of resolutions of the board of directors (for Holdings and GCI) and written consents or resolutions of the sole member and/or manager(s) (for GAP and GGS) authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby.

5. Secretary's / Manager's Certificates and Incumbency Certificates. Secretary's certificates (for Holdings and GCI) and manager's certificates (for GAP and GGS) certifying as to (a) the organizational documents of each Loan Party, (b) the authorizing resolutions or written consents, (c) the incumbency and specimen signatures of each officer, manager, or authorized signatory executing Loan Documents on behalf of such

6. Officer's Certificate of Borrower. Officer's Certificate, in the form required by the Credit Agreement, delivered by an authorized officer of the Borrower at closing, certifying as to (a) the accuracy of representations and warranties as of the Closing Date, (b) the absence of any default or event of default, (c) the absence of any material adverse change since June 30, 2022, (d) the absence of any pending or thre

7. UCC Search Reports. UCC lien search reports for each Loan Party, obtained from reputable search firms, from the following filing offices: (a) Iowa Secretary of State (for GAP and GGS); (b) Illinois Secretary of State (for GCI); (c) Delaware Secretary of State (for Holdings); and (d) Indiana Secretary of State (for GAP, to the extent it conducts business in Indiana). The UCC search reports will be reviewed to ident

8. Tax Lien and Judgment Search Reports. Federal and state tax lien search reports and judgment search reports for each Loan Party, obtained from reputable search firms, covering the following jurisdictions: Iowa, Illinois, Indiana, and Delaware.

9. Title Insurance Commitments / Title Search Reports. Title insurance commitments or preliminary title search reports for each parcel of mortgaged real property (covering the fourteen grain elevator sites in Iowa, the GAP headquarters, and the GCI distribution center in Bloomington, Illinois), to be reviewed for informational purposes in connection with the mortgage recording opinions. C&H will not issue title opini

10. UCC-1 Financing Statements (Drafts). Draft UCC-1 financing statements to be filed at or prior to closing, to be reviewed by C&H for proper form, accuracy of debtor information, filing office designation, and adequacy of collateral description.

11. Borrowing Base Certificate. Initial Borrowing Base Certificate delivered at closing, to be reviewed for conformity with the requirements of the Credit Agreement.

12. Payoff Letter from Prairie National Bank, N.A. Payoff letter from Prairie National Bank, N.A. confirming the exact payoff amount required to satisfy and discharge all obligations of the Borrower and the other obligors under the existing $55,000,000 revolving credit facility (the outstanding balance of which was approximately $38,750,000 as of September 30, 2022; the exact payoff amount, including accrued and unpa

13. Field Examination Report and Inventory Appraisal. The field examination report and inventory appraisal prepared by Pryor & Associates LLC will be available for reference as necessary for context regarding the collateral base, but will not constitute a primary document upon which the legal opinion is based. The opinion will not address collateral valuation or adequacy, which are factual matters outside the scope o

14. Insurance Certificates and Endorsements. Certificates of insurance and endorsements for all policies issued by Northstar Mutual Insurance Company, as brokered by Redwood Insurance Group, Inc., to be reviewed to confirm (a) loss payee endorsements in favor of the Collateral Agent, (b) additional insured endorsements in favor of the Collateral Agent and the Lenders, (c) evidence of current premium payments, and (d)

15. Other Documents. Such other documents, records, certificates, agreements, and instruments as C&H deems necessary or advisable