Contract analysis

I. PURPOSE AND SUMMARY The purpose of this memorandum is to outline all actions required to perfect the first-priority security interest of Heartland Commerce Bank, National Association ("HCB"), acting as Collateral Agent for the benefit of the Lenders (HCB, Meridian Agricultural Credit Corporation, and Tallgrass Capital Fund II, LP), in the collateral package securing the proposed $80,000,000 senior secured asset-ba

II. OVERVIEW OF COLLATERAL PACKAGE The collateral package securing the Facility is described in the following principal transaction documents, each in draft form as of the date of this memorandum: • Security Agreement — Calderwood & Harkness LLP draft dated November 4, 2022, to be executed by each Grantor (GAP, GGS, and GCI) in favor of HCB as Collateral Agent; • Pledge Agreement — Calderwood & Harkness LLP draft dat

III. DETAILED COLLATERAL DESCRIPTION BY CATEGORY Set forth below is a detailed description of each category of collateral included in the collateral package, together with relevant information regarding the nature of the collateral, applicable advance rates under the borrowing base, and estimated values. Unless otherwise indicated, the descriptions below correspond to the collateral descriptions set forth in the draf

1. Crop Inventory (Harvested Grain) This subcategory includes all harvested grain (corn, soybeans, and specialty grains, including but not limited to oats, grain sorghum, and identity-preserved varieties) held in owned or leased grain elevators operated by GGS. GGS currently operates fourteen (14) grain elevator facilities across Iowa, with aggregate licensed storage capacity in excess of 30,000,000 bushels. Crop inv

2. Crop-Input Inventory This subcategory includes all seed, fertilizer (including anhydrous ammonia, urea, and blended fertilizer products), and crop protection chemicals (herbicides, insecticides, and fungicides) held by GCI at its three (3) regional distribution centers and by GAP at various field locations. Crop-input inventory follows an inverse seasonal pattern relative to crop inventory — inputs are stockpiled

3. Grain Warehouse Receipts This subcategory includes all warehouse receipts evidencing grain stored at GAP/GGS-operated elevator facilities, whether issued by GAP, GGS, or any related entity in the capacity of a licensed warehouse operator. Warehouse receipts represent obligations of the warehouse operator to deliver specified quantities and grades of grain to the holder of the receipt and are a standard instrument

I. Insurance Proceeds (Assignment of Insurance) The collateral package includes an assignment of insurance proceeds pursuant to the Assignment of Insurance prepared by Calderwood & Harkness LLP. The assignment covers the following categories of insurance proceeds: (a) Crop Insurance Proceeds. All proceeds under crop insurance policies issued by Northstar Mutual Insurance Company, including crop revenue coverage, crop

IV. EXISTING LIENS — RELEASE AND TERMINATION REQUIREMENTS As a condition precedent to the closing of the Facility and the establishment of HCB's first-priority liens on the collateral, all existing liens in favor of PNB must be released and terminated. The following subsections describe the existing PNB liens and the actions required to effect their release. A. PNB UCC Financing Statements PNB currently holds perfect

V. PERFECTION ACTIONS — PERSONAL PROPERTY (UCC FILINGS) A. UCC-1 Financing Statement Filings Under Article 9 of the Uniform Commercial Code, the proper filing office for a UCC-1 financing statement is determined by the location of the debtor. For a debtor that is a "registered organization" (such as a corporation or limited liability company organized under state law), the debtor is located in the state under whose l

1. Greenfield Agricultural Partners LLC (Iowa LLC) Filing Jurisdiction: Iowa Secretary of State, UCC Division, Lucas State Office Building, 321 East 12th Street, Des Moines, Iowa 50319. Debtor Name: Greenfield Agricultural Partners LLC Debtor Address: 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309 Secured Party: Heartland Commerce Bank, National Association, as Collateral Agent Secured Party Address:

2. Greenfield Holdings Corp. (Delaware Corporation) Filing Jurisdiction: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. Debtor Name: Greenfield Holdings Corp. Debtor Address: 1209 Orange Street, Wilmington, Delaware 19801 Secured Party: Heartland Commerce Bank, National Association, as Collateral Agent Secured Party Address: 200 So

3. Greenfield Grain Storage LLC (Iowa LLC) Filing Jurisdiction: Iowa Secretary of State, UCC Division. Debtor Name: Greenfield Grain Storage LLC Debtor Address: 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309 Secured Party: Heartland Commerce Bank, National Association, as Collateral Agent Secured Party Address: 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606 Collateral Description: All as

4. Greenfield Crop Inputs Inc. (Illinois Corporation) Filing Jurisdiction: Illinois Secretary of State, Uniform Commercial Code Division, Howlett Building, 501 South Second Street, Room 350, Springfield, Illinois 62756. Debtor Name: Greenfield Crop Inputs Inc. Debtor Address: 780 Commerce Drive, Bloomington, Illinois 61701 Secured Party: Heartland Commerce Bank, National Association, as Collateral Agent Secured Party

VI. PERFECTION ACTIONS — REAL PROPERTY (MORTGAGE RECORDINGS) A. Iowa Mortgages Mortgage Form. The real property collateral in Iowa will be secured by the Mortgage, Assignment of Leases and Rents, and Security Agreement — Form (Iowa), dated November 4, 2022 (the "Iowa Mortgage"), prepared by Calderwood & Harkness LLP. The Iowa Mortgage is a comprehensive instrument that grants to the Mortgagee (a) a first-priority mor

VII. PERFECTION ACTIONS — DEPOSIT ACCOUNT CONTROL AGREEMENTS (DACAs) Form DACA. Calderwood & Harkness has prepared a form Deposit Account Control Agreement dated November 4, 2022 (the "DACA") for execution among the following parties: (a) Account Holder: GAP, GGS, or GCI, as applicable (each Loan Party that maintains deposit accounts); (b) Depository Bank: PNB and/or HCB, as applicable (depending on where the account

VIII. PERFECTION ACTIONS — INSURANCE ENDORSEMENTS AND ASSIGNMENTS A. Assignment of Insurance Proceeds Calderwood & Harkness has prepared a form Assignment of Insurance dated November 4, 2022 (the "Assignment of Insurance") to be executed by each applicable Loan Party in favor of HCB as Collateral Agent. The Assignment of Insurance assigns to the Collateral Agent the right to receive the following categories of insura

1. Request Current Insurance Certificates and Policy Schedules. Calderwood & Harkness will request from Redwood Insurance Group (Brian Templeton) and GAP (Trish Calloway) copies of all current insurance certificates, policy schedules, declarations pages, and summary of coverages for all insurance policies maintained by the Loan Parties. This information is necessary to confirm the adequacy of existing coverage and to

2. Confirm Compliance with Credit Agreement Insurance Requirements. Upon receipt of the current insurance documentation, Calderwood & Harkness will review the coverages against the insurance requirements specified in the Credit Agreement (including minimum coverage amounts, required types of coverage, maximum deductibles, and carrier rating requirements). This review is addressed in the separate Insurance Compliance

3. Coordinate Endorsements. Calderwood & Harkness will coordinate with Brian Templeton at Redwood Insurance Group to obtain the required endorsements (loss payee, additional insured, lender's loss payable, and 30-day notice of cancellation) naming HCB, as Collateral Agent, on all applicable policies. Endorsement requests will be submitted to Northstar Mutual Insurance Company through Redwood.

4. Ensure Endorsements are Effective as of Closing Date. All required endorsements must be effective as of the closing date of the Facility. To the extent that endorsements require advance processing time by the carrier, the endorsement requests should be submitted well in advance of the anticipated closing date.

5. Deliver Copies at Closing. Copies of all endorsed insurance certificates, evidencing the required loss payee, additional insured, and lender's loss payable endorsements, must be delivered to HCB at closing as a condition precedent to the funding of the initial advance under the Facility.

IX. PERFECTION ACTIONS — PLEDGED EQUITY INTERESTS A. Membership Interests in GGS Pledge. Under the Pledge Agreement, GAP pledges to HCB as Collateral Agent one hundred percent (100%) of the membership interests in Greenfield Grain Storage LLC ("GGS"). GGS is an Iowa limited liability company and a wholly