Contract analysis

1. Field Examination Status Pryor & Associates LLC ("Pryor & Associates"), the independent field examination firm retained by HCB, has substantially completed its on-site field examination of the Borrower. Thomas Pryor, Managing Partner of Pryor & Associates, led the examination team, which commenced its on-site work on October 17, 2022 and substantially concluded on November 7, 2022. The examination covered Greenfie

2. Key Remaining Open Items in the Credit Agreement Notwithstanding the significant progress made through three rounds of markup and multiple negotiation calls, several key open items in the Credit Agreement remain unresolved. These items are discussed below in order of significance. 2.1 Material Adverse Change (MAC) Definition The definition of "Material Adverse Change" (sometimes referred to as "Material Adverse Ef

3. Estimated Timeline to Closing Based on the current pace of negotiations and the status of outstanding deliverables, C&H estimates that closing of the Facility could occur in early-to-mid December 2022. This timeline is, of course, contingent upon the timely resolution of a number of conditions and deliverables. Specifically, closing will require the completion of the following:

1. Resolution of Open Credit Agreement Items. The open items described in Section 2 above — including the MAC definition, equity cure rights, minimum excess availability clarification, and eligible accounts receivable concentration limit — must be resolved through further negotiation with KBW and the Lender group.

2. Receipt and Review of the Pryor & Associates Final Field Examination Report. The final report must be delivered to HCB and reviewed by the Lenders, and any resulting adjustments to the Borrowing Base or availability reserves must be determined and agreed upon.

3. Execution of DACAs. Deposit account control agreements must be fully executed and delivered for all applicable deposit accounts.

4. Completion of Insurance Endorsements and Delivery of Insurance Certificates. All required insurance endorsements naming HCB as Collateral Agent as loss payee and additional insured must be obtained and delivered, together with certificates of insurance evidencing the required coverage.

5. Completion of Mortgage Title Searches and Title Insurance. Title searches must be completed and commitments for title insurance obtained for all fourteen (14) grain elevator sites and three (3) distribution centers constituting the real property collateral under the Facility, with an aggregate appraised real estate value of approximately $64,800,000.

6. Recording of Mortgages. Mortgages (or deeds of trust, as applicable) must be recorded in Polk County, Iowa and eight (8) additional Iowa counties where grain elevator or distribution center sites are located, as well as in McLean County, Illinois.

7. Filing of UCC-1 Financing Statements. UCC-1 financing statements must be filed with the applicable Secretary of State offices in Iowa, Illinois, Indiana, and Delaware to perfect the Collateral Agent's security interest in the personal property collateral of each Loan Party.

8. Receipt of Payoff Letter from Prairie National Bank, N.A. A payoff letter must be obtained from PNB confirming the outstanding balance under the existing $55,000,000 revolving credit facility (outstanding balance of approximately $38,750,000 as of September 30, 2022), including per diem interest calculations, wire transfer instructions for payoff funds, and PNB's commitment to file termination statements with resp

9. Delivery of Good Standing Certificates. Good standing certificates (or certificates of existence, as applicable) must be obtained for each Loan Party from the appropriate filing jurisdiction: • Greenfield Agricultural Partners LLC — Iowa Secretary of State, Filing No. 622847; • Greenfield Holdings Corp. — Delaware Secretary of State, File No. 7291538; • Greenfield Grain Storage LLC — Iowa Secretary of State; • Gre

10. Delivery of C&H Borrower's Counsel Legal Opinion. C&H will deliver a customary borrower's counsel legal opinion covering due organization, valid existence, corporate authority, enforceability, no conflicts, and perfection of security interests, among other standard opinions. An outline of this opinion has been prepared, and the full opinion will be drafted once the Credit Agreement is substantially in final form.

11. Delivery of Closing Certificates and Borrowing Base Certificate. Officer's certificates, secretary's certificates (attaching certified organizational documents, resolutions, and incumbency information for each Loan Party), and a closing date borrowing base certificate must be prepared and delivered. In addition, Greenfield should be aware that the following closing-date payments will be due: • Upfront Fee: $400,0

4. Status of Ancillary Document Deliverables Set forth below is a summary of the status of all ancillary loan documents required in connection with the closing of the Facility. 4.1 Documents Delivered (November 4, 2022) The following ancillary documents were delivered by C&H to KBW on November 4, 2022 and are currently awaiting KBW's review and markup: Security Agreement. C&H delivered a draft Security Agreement gran

5. Action Items for Greenfield To maintain the current projected timeline and drive toward a closing in December 2022, the following action items should be addressed by Greenfield as promptly as practicable:

1. Review of Ancillary Documents. Nina Vasquez (General Counsel) and Patricia Calloway should review and provide comments on the ancillary documents delivered on November 4, 2022 — specifically, the Security Agreement, Guaranty Agreement, Pledge Agreement, and mortgage forms — by no later than November 21, 2022. Timely internal review of these documents is critical so that any Greenfield comments can be incorporated

2. Field Examination Follow-Up. Raymond Foss (Vice President of Operations) should coordinate with Pryor & Associates regarding any outstanding follow-up requests arising from the field examination. If Pryor & Associates has requested additional documentation, site access, or clarification of any inventory or receivable records, those requests should be addressed promptly to avoid delays in the delivery of the final

3. Insurance Endorsements. Brian Templeton at Redwood Insurance Group, Inc. should be instructed to begin preparing the required insurance endorsements naming Heartland Commerce Bank, N.A., as Collateral Agent, as loss payee and additional insured on all relevant property and casualty insurance policies underwritten by Northstar Mutual Insurance Company. Given the typical two-to-three week turnaround time for endorse

4. Pro Forma Borrowing Base Certificate. Greenfield's finance team should begin preparing a pro forma borrowing base certificate based on October 2022 collateral data. This will allow C&H and Greenfield to identify any potential issues with the borrowing base calculation methodology and ensure that the closing date borrowing base certificate can be prepared efficiently once the Pryor & Associates NOLV determinations

5. Payoff Letter Timing. Greenfield should internally determine the appropriate timing for requesting a payoff letter from Janet Braddock at Prairie National Bank, N.A. We recommend that this request be made approximately two to three weeks prior to the anticipated closing date to ensure that the payoff letter is current and accurate. However, given the sensitivity of the relationship with PNB, Greenfield may wish to

6. Execution Authority and Resolutions. Marcus Lindstrom (CEO) and Patricia Calloway should be prepared to execute the Credit Agreement and all ancillary Loan Documents as authorized signatories for the applicable Loan Parties on the closing date. Nina Vasquez should confirm that the necessary board resolutions (for Greenfield Holdings Corp. and Greenfield Crop Inputs Inc.) and member resolutions (for GAP and Greenfi

6. Fees and Budget Status C&H notes that legal fees incurred through early November 2022 are tracking within the original fee estimate of $350,000 to $450,000 for the full transaction through closing. This estimate encompasses all legal work performed by C&H in connection with the negotiation and documentation of the Credit Agreement, the preparation and negotiation of all ancillary Loan Documents, the closing of the