Contract analysis

I. Purpose and Scope This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") diligence review of the entity status, formation, good standing, organizational documents, and authorized signatories for each Loan Party in connection with the proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Facility" or the "Facility") to be arranged by Heartland Commerce Bank, N.A.

II. Summary of Loan Parties A. Overview Table The following table provides a summary overview of each Loan Party, including key formation and identification data, registered agent information, and each entity's role in the proposed transaction: B. Ownership Structure Summary Based on the organizational documents reviewed and representations made by Nina Vasquez, the ownership structure of the Loan Parties is as follo

III. Detailed Entity-by-Entity Analysis A. Greenfield Agricultural Partners LLC (Borrower)

1. Formation and Entity Status. Greenfield Agricultural Partners LLC is a limited liability company organized and existing under the laws of the State of Iowa. GAP was formed pursuant to the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489 (the "Iowa LLC Act"), by the filing of a Certificate of Organization with the Iowa Secretary of State. The Iowa Secretary of State has assigned Filing No.

2. Registered Agent. GAP's registered agent in the State of Iowa is Capitol Registered Agents, Inc., located at 221 East Walnut Street, Des Moines, Iowa 50309. The registered agent designation was confirmed as current in the Iowa Secretary of State's online records as of November 2, 2022. Capitol Registered Agents, Inc. appears to be in good standing as a registered agent service provider in the State of Iowa.

3. Principal Office / Headquarters. GAP maintains its principal office and headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. This address is consistent with the information reflected in the Iowa Secretary of State's records and the organizational documents provided by Nina Vasquez.

4. Foreign Qualifications. GAP conducts its agricultural operations across the States of Iowa, Illinois, and Indiana. Under applicable law, a limited liability company formed in one state that transacts business in another state is generally required to register or qualify as a foreign limited liability company in such other state. Based on preliminary inquiries with Nina Vasquez and a review of the Illinois Secretar

5. Organizational Documents Reviewed. The following organizational documents of GAP have been obtained and reviewed in connection with this diligence: (a) Certificate of Organization of Greenfield Agricultural Partners LLC, as filed with the Iowa Secretary of State. The Certificate of Organization sets forth the basic formation information for GAP, including the name of the limited liability company, its registered a

6. Authorized Signatories. Pursuant to the GAP Operating Agreement, the following individuals have been designated as officers of GAP with authority to act on behalf of the company: • Marcus J. Lindstrom, Chief Executive Officer, is authorized to execute contracts, agreements, instruments, and other documents on behalf of GAP in the ordinary course of business and in connection with material transactions approved by

7. Business Description. Greenfield Agricultural Partners LLC is a vertically integrated agricultural enterprise engaged in row-crop production (primarily corn, soybeans, and specialty grains), crop-input distribution (including seed, fertilizer, and crop protection chemicals), grain storage and merchandising, and contract farming. GAP's operations span the States of Iowa, Illinois, and Indiana, with its principal co

8. Key Management. The following individuals comprise GAP's senior management team: • Marcus J. Lindstrom — Chief Executive Officer and Co-Founder. Mr. Lindstrom oversees all aspects of GAP's operations and strategic direction and serves as the primary relationship contact with the Lenders. • Patricia "Trish" Calloway — Chief Financial Officer. Ms. Calloway is responsible for GAP's financial reporting, treasury funct

1. Formation and Entity Status. Greenfield Holdings Corp. is a corporation organized and existing under the laws of the State of Delaware. Holdings was incorporated under the Delaware General Corporation Law, Title 8, Chapter 1 of the Delaware Code (the "DGCL"), by the filing of a Certificate of Incorporation with the Delaware Secretary of State (Division of Corporations). The Delaware Secretary of State has assigned

2. Registered Agent. Holdings' registered agent in the State of Delaware is National Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent designation was confirmed as current in the Delaware Division of Corporations' online records as of November 1, 2022.

3. Principal / Registered Address. Holdings' registered address is 1209 Orange Street, Wilmington, Delaware 19801, which is the office of its registered agent, National Corporate Services Inc. Holdings is a holding company and does not maintain a separate principal office. Its principal business operations are conducted through GAP and GAP's subsidiaries (GGS and GCI). Holdings' directors and officers conduct Holding

4. Foreign Qualifications. As a holding company with limited direct business operations, Holdings may or may not be required to qualify as a foreign corporation in the State of Iowa. Under Iowa Code Section 490.1501, a foreign corporation is required to obtain a certificate of authority before transacting business in Iowa. However, the Iowa statute provides certain exemptions from the foreign qualification requiremen

5. Organizational Documents Reviewed. The following organizational documents of Holdings have been obtained and reviewed in connection with this diligence: (a) Certificate of Incorporation of Greenfield Holdings Corp., as filed with the Delaware Secretary of State, together with any certificates of amendment thereto. The Certificate of Incorporation sets forth the authorized capital stock of Holdings, including the n

6. Authorized Signatories. Pursuant to the Holdings Bylaws, the Board of Directors of Holdings has the authority to approve material corporate actions, including the incurrence of guaranty obligations and the execution and delivery of contracts and instruments that bind the corporation. The execution and delivery of the Guaranty Agreement and the related Loan Documents by Holdings as Parent Guarantor will require a r

7. Role in Transaction. Holdings serves as the sole member of GAP and is the parent holding company of the Greenfield enterprise group. In the proposed transaction, Holdings will serve as the Parent Guarantor under the Guaranty Agreement, pursuant to which Holdings will unconditionally guarantee the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents in f

1. Formation and Entity Status. Greenfield Grain Storage LLC is a limited liability company organized and existing under the laws of the State of Iowa. GGS was formed pursuant to the Iowa Revised Uniform Limited Liability Company Act (Iowa Code Chapter 489) by the filing of a Certificate of Organization with the Iowa Secretary of State. GGS's federal employer identification number is 84-2093417. The Iowa Secretary of

2. Registered Agent. GGS's registered agent in the State of Iowa is Capitol Registered Agents, Inc., located at 221 East Walnut Street, Des Moines, Iowa 50309. This is the same registered agent that serves GAP. The registered agent designation was confirmed as current in the Iowa Secretary of State's online records as of November 2, 2022.

3. Principal Office / Headquarters. GGS maintains its principal office at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309, which is in the same office building as GAP's headquarters.

4. Foreign Qualifications. GGS operates grain elevator facilities in the State of Iowa. Based on our preliminary review of the organizational documents and discussions with Nina Vasquez, the fourteen (14) grain elevators operated by the Greenfield enterprise group appear to be located primarily in the State of Iowa. However, we have not yet confirmed whether any of GGS's grain elevator or storage facilities are locat

5. Organizational Documents Reviewed. The following organizational documents of GGS have been obtained and reviewed in connection with this diligence: (a) Operating Agreement (or LLC Agreement) of Greenfield Grain Storage LLC, entered into by Greenfield Agricultural Partners LLC as the sole member (the "GGS Operating Agreement"). The GGS Operating Agreement provides for a manager-managed structure consistent with GAP

6. Authorized Signatories. As a wholly owned subsidiary of GAP, GGS is managed by the same management team as GAP. The manager or authorized officers of GGS — who we understand to be Marcus J. Lindstrom, Patricia Calloway, and Nina Vasquez — have authority under the GGS Operating Agreement to execute contracts, agreements, and instruments on behalf of GGS, subject to any approval thresholds set forth in the GGS Opera

7. Role in Transaction. GGS is a wholly owned subsidiary of GAP and owns and operates the fourteen (14) grain elevator facilities that form a substantial component of the Greenfield enterprise's physical infrastructure. The grain elevators and associated real property contribute to the overall real property collateral value supporting the ABL Facility; the aggregate appraised value of all real property collateral (in

1. Formation and Entity Status. Greenfield Crop Inputs Inc. is a corporation organized and existing under the laws of the State of Illinois. GCI was incorporated under the Illinois Business Corporation Act of 1983 (805 ILCS 5/) (the "IBCA") by the filing of Articles of Incorporation with the Illinois Secretary of State. The Illinois Secretary of State has assigned File No. 08294731 to GCI. GCI's federal employer iden

2. Registered Agent. GCI's registered agent in the State of Illinois is to be confirmed. Our review of the Illinois Secretary of State's online records did not yield a definitive identification of GCI's current registered agent, and the organizational documents provided by Nina Vasquez do not include the most recent registered agent designation. We have requested this information from Nina Vasquez and expect to recei

3. Principal Office / Headquarters. GCI maintains its principal office and distribution center at 780 Commerce Drive, Bloomington, Illinois 61701. This facility serves as both GCI's corporate headquarters and its primary crop-input distribution center. The Bloomington distribution center is proposed to be encumbered by an Illinois Mortgage in favor of the Administrative Agent as part of the real property collateral p

4. Foreign Qualifications. GCI may conduct business in the States of Iowa and Indiana in connection with its crop-input distribution operations. To the extent that GCI transacts business in Iowa or Indiana (e.g., by maintaining offices, warehouses, or distribution operations in those states, or by soliciting or accepting orders or making deliveries from locations in those states), GCI would be required to qualify as

5. Organizational Documents Reviewed. The following organizational documents of GCI have been obtained and reviewed in connection with this diligence: (a) Articles of Incorporation of Greenfield Crop Inputs Inc., as filed with the Illinois Secretary of State, together with any articles of amendment thereto. The Articles of Incorporation set forth the authorized capital stock of GCI, including the number and class of

6. Authorized Signatories. Pursuant to the GCI Bylaws, the Board of Directors of GCI (which is appointed by GAP as the sole stockholder) has the authority to approve material corporate actions, including the incurrence of guaranty and security obligations and the execution and delivery of instruments that bind the corporation. The execution and delivery of the Guaranty Agreement, the Security Agreement, and the Illin

7. Role in Transaction. GCI is a wholly owned subsidiary of GAP and operates the crop-input distribution business of the Greenfield enterprise group. GCI distributes seed, fertilizer, and crop protection chemicals to agricultural producers across the Midwest, and its accounts receivable constitute a significant component of the borrowing base under the ABL Facility. GCI's inventory of crop inputs also represents a ma

IV. Good Standing and Qualification Certificates — Status and Closing Requirements The following table summarizes the good standing and qualification certificates that will need to be obtained and delivered in connection with the closing of the ABL Facility. All certificates should be dated no more than thirty (30) days prior to the anticipated closing date, as required by standard conditions precedent in the draft C

V. Organizational Document Delivery Checklist The following checklist summarizes the organizational documents and related deliverables that must be assembled and delivered at or prior to closing in satisfaction of the conditions precedent set forth in Article IV of the draft Credit Agreement. The status of each item is indicated as of the date of this memorandum. We will coordinate with KBW regarding the Lenders' spe

VI. Authorization Analysis — Key Considerations A. Member/Stockholder Approval Thresholds The following analysis summarizes the approval requirements applicable to each Loan Party in connection with its execution and delivery of the Loan Documents: Greenfield Agricultural Partners LLC (Borrower). The GAP Operating Agreement governs the authority of GAP's officers and its sole member (Holdings) with respect to the inc

VII. Open Items and Action Items The following is a summary of outstanding items that must be resolved prior to the closing of the ABL Facility. Each item has been assigned to the responsible party, and target completion dates will be established once a closing timeline is agreed upon with the Lenders and KBW:

1. Certified Formation Documents. Obtain certified copies of the Certificate of Organization (GAP and GGS) and Certificate of Incorporation (Holdings and GCI) from the applicable Secretaries of State (Iowa, Delaware, and Illinois) for delivery at closing. Responsible: Daniel Obi / Calderwood & Harkness.

2. Good Standing Certificates. Obtain certificates of good standing for all Loan Parties in their respective formation jurisdictions and foreign qualification jurisdictions, dated within thirty (30) days of the closing date. Specifically: (a) GAP — Iowa, Illinois, and Indiana; (b) Holdings — Delaware; (c) GGS — Iowa; and (d) GCI — Illinois (and Iowa and Indiana, if applicable). Responsible: Daniel Obi / Calderwood &

3. GGS Filing Number. Confirm the Iowa Secretary of State filing number for Greenfield Grain Storage LLC and update the entity summary table. Responsible: Daniel Obi, with assistance from Nina Vasquez.

4. GCI Registered Agent. Confirm the identity and address of GCI's registered agent in the State of Illinois from organizational documents and/or the Illinois Secretary of State's records. Responsible: Daniel Obi, with assistance from Nina Vasquez.

5. Foreign Qualification Confirmations. Confirm the foreign qualification status of: (a) GAP in Illinois and Indiana; (b) GCI in Iowa and Indiana; and (c) Holdings in Iowa (or confirm that Holdings is exempt from Iowa foreign qualification requirements). If any required qualifications are not in place, initiate the qualification process promptly. Responsible: Daniel Obi / Calderwood & Harkness, with input from Nina V

6. GGS Membership Interest Certificates. Confirm whether the membership interests in GGS are certificated or uncertificated. If certificated, obtain the original membership interest certificate(s) from Nina Vasquez for delivery to the Administrative Agent at closing with blank endorsed membership interest powers. If uncertificated, coordinate with KBW regarding UCC filing and books-and-records notation procedures for

7. Resolutions and Consents. Prepare or review the form of member/stockholder written consent and board resolutions for each Loan Party authorizing the execution and delivery of all Loan Documents, including the Credit Agreement, Guaranty Agreement, Security Agreement, Pledge Agreement, Mortgages, UCC financing statements, and all ancillary instruments and certificates. Specifically: (a) written consent of Holdings a

8. Secretary's / Authorized Person's Certificates. Prepare forms of secretary's or authorized person's certificates with incumbency and specimen signatures for each Loan Party, confirming organizational documents, resolutions, incumbency, and good standing. Circulate drafts to KBW for review and comment. Responsible: Daniel Obi / Calderwood & Harkness.

9. Holdings Stockholders' Agreement Review. Complete review of the Holdings Stockholders' Agreement to confirm that no provisions therein restrict or prohibit the proposed guaranty, pledge, or change of control provisions in the Credit Agreement. Particular attention should be paid to any consent requirements, transfer restrictions, or negative covenants that could be implicated by the ABL Facility. Responsible: Soph

10. Organizational Document Amendments. Coordinate with Nina Vasquez to confirm that all amendments to organizational documents of each Loan Party have been provided to C&H for review and that no additional amendments are pending or contemplated. Responsible: Daniel Obi, with assistance from Nina Vasquez.

11. Lender's Counsel Coordination. Coordinate with Kessler, Brandt & Whitfield LLP regarding the Lenders' specific requirements for organizational document deliverables, including the form and content of secretary's certificates, the scope of resolutions, and any additional documentation that the Administrative Agent may require in connection with the closing. Responsible: Sophie Tremblay and Daniel Obi / Calderwood

VIII. Conclusion Based on the review conducted to date, each Loan Party appears to be duly organized, validly existing, and in good standing in its respective jurisdiction of formation, as reflected in the records of the applicable Secretary of State and the organizational documents provided by Nina Vasquez. Specifically: • Greenfield Agricultural Partners LLC is a duly organized Iowa limited liability company, activ