Contract analysis

I. Purpose and Scope The purpose of this memorandum is to summarize the results of Uniform Commercial Code ("UCC") financing statement searches, federal and state tax lien searches, and judgment and litigation searches conducted in connection with the proposed $80,000,000 senior secured asset-based revolving credit facility (the "Proposed Facility" or the "HCB Facility") to be provided by a lending syndicate led by H

1. Greenfield Agricultural Partners LLC ("GAP") — an Iowa limited liability company, EIN 47-3918265, Iowa Secretary of State Filing No. 622847, with its principal place of business and headquarters located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. GAP is the primary operating entity and the proposed Borrower under the HCB Facility.

2. Greenfield Holdings Corp. ("Holdings") — a Delaware corporation, EIN 82-5047391, Delaware Secretary of State File No. 7291538, with its registered office located at 1209 Orange Street, Wilmington, Delaware 19801 (c/o National Corporate Services Inc.). Holdings is the parent holding company and sole member of GAP. Holdings is a proposed Guarantor under the HCB Facility and will pledge its 100% membership interest i

3. Greenfield Grain Storage LLC ("GGS") — an Iowa limited liability company, EIN 84-2093417, with its principal place of business located at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309. GGS is a wholly owned subsidiary of GAP and owns and operates fourteen (14) grain elevator facilities across the State of Iowa. GGS is a proposed Subsidiary Guarantor under the HCB Facility.

4. Greenfield Crop Inputs Inc. ("GCI") — an Illinois corporation, EIN 37-6182049, Illinois Secretary of State File No. 08294731, with its principal place of business located at 780 Commerce Drive, Bloomington, Illinois 61701. GCI is a wholly owned subsidiary of GAP and operates the crop-input distribution business, including the sale and distribution of seed, fertilizer, and crop protection chemicals. GCI is a propos

II. Search Jurisdictions and Methodology A. UCC Financing Statement Searches UCC financing statement searches were conducted at the filing offices that constitute the proper offices for central filing under Article 9 of the Uniform Commercial Code for each debtor's jurisdiction of organization, as well as at certain local (county-level) recording offices and additional state offices where the Loan Parties maintain op

III. Search Results — UCC Financing Statements A. Greenfield Agricultural Partners LLC (GAP)

1. Iowa Secretary of State Two (2) active UCC-1 financing statements were identified against GAP at the Iowa Secretary of State, both filed by Prairie National Bank, National Association ("PNB"). The details of each filing are set forth below. Filing No. 2018-0041729 Debtor: Greenfield Agricultural Partners LLC, 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309 Secured Party: Prairie National Bank, Nati

2. Polk County, Iowa Recorder No UCC fixture filings or other local UCC filings were found against GAP at the Polk County, Iowa Recorder. We note that real property mortgage liens recorded by PNB against GAP in connection with the existing PNB Credit Agreement are recorded at the Polk County Recorder and various other county recorders throughout Iowa. These mortgage filings are not UCC filings and are addressed separ

3. Indiana Secretary of State No UCC financing statements were found against GAP at the Indiana Secretary of State. Although GAP maintains a significant operating presence in Indiana (managing a substantial portion of its approximately 82,000-acre farming operation in that state), no party appears to have filed a UCC financing statement against GAP in Indiana. This is consistent with the applicable filing rules, as I

1. Delaware Secretary of State No UCC financing statements were found against Greenfield Holdings Corp. at the Delaware Secretary of State. Analysis: Holdings is the parent holding company and sole member of GAP. Its primary asset is its 100% membership interest in GAP. The absence of any UCC filings against Holdings is consistent with the organizational structure of the Greenfield enterprise group and with represent

1. Iowa Secretary of State No UCC financing statements were found specifically naming GGS as debtor at the Iowa Secretary of State. Analysis: GGS is a wholly owned subsidiary of GAP. GGS owns and operates fourteen (14) grain elevator facilities throughout Iowa, holds significant grain inventory (estimated at approximately $18,000,000 in value based on the most recent field examination data as of September 2022), and

2. Polk County, Iowa Recorder No UCC fixture filings were found against GGS at the Polk County, Iowa Recorder. D. Greenfield Crop Inputs Inc. (GCI)

1. Illinois Secretary of State No UCC financing statements were found against Greenfield Crop Inputs Inc. at the Illinois Secretary of State. Analysis: GCI is a wholly owned subsidiary of GAP and operates the crop-input distribution business, including the sale and distribution of seed, fertilizer, and crop protection chemicals across Iowa, Illinois, and Indiana. GCI is a significant contributor to the accounts recei

2. McLean County, Illinois Recorder No UCC fixture filings were found against GCI at the McLean County, Illinois Recorder.

IV. Search Results — Federal Tax Liens A. Greenfield Agricultural Partners LLC (GAP) Polk County, Iowa Recorder: No notices of federal tax lien were found against GAP. Based on these search results, there are no outstanding federal tax obligations of GAP that have given rise to a filed notice of federal tax lien. B. Greenfield Holdings Corp. (Holdings) New Castle County, Delaware Recorder: No notices of federal tax l

V. Search Results — State Tax Liens A. Greenfield Agricultural Partners LLC (GAP) Iowa Secretary of State and Polk County, Iowa: No state tax lien notices were found against GAP. Based on these search results, there are no outstanding Iowa state tax obligations of GAP that have given rise to a filed notice of state tax lien. B. Greenfield Holdings Corp. (Holdings) Delaware Secretary of State: No state tax lien notice

VI. Search Results — Judgments and Litigation A. Greenfield Agricultural Partners LLC (GAP) Polk County, Iowa District Court: No pending judgments or litigation were found against GAP. United States District Court, Southern District of Iowa: No pending judgments or litigation were found against GAP. Indiana state and federal courts (Marion County Superior Court and U.S. District Court, Southern District of Indiana):

VII. Summary of Existing Liens and Encumbrances A. Table Summary The following table summarizes all UCC financing statements, tax liens, and judgment liens identified in the searches described in this memorandum: Federal Tax Liens: None found for any Loan Party in any jurisdiction searched. State Tax Liens: None found for any Loan Party in any jurisdiction searched. Judgments and Litigation: None found for any Loan P

VIII. Lien Release and Termination Analysis — Prairie National Bank, N.A. A. Context The existing PNB Credit Agreement, dated as of April 1, 2018, as amended from time to time, provides for a $55,000,000 revolving credit facility from PNB to GAP. As of September 30, 2022, the outstanding balance under the PNB Credit Agreement is approximately $38,750,000 in revolving loan principal, plus accrued and unpaid interest,

IX. New Filing Requirements for the Proposed HCB Facility A. UCC-1 Financing Statements to be Filed In connection with the closing of the HCB Facility and the perfection of the Collateral Agent's security interests in the Loan Parties' personal property collateral, the following UCC-1 financing statements will need to be filed: We should consider filing the UCC-1 financing statements in advance of closing (i.e., prio

X. Open Items and Recommendations Based on the search results and analysis set forth in this memorandum, the following open items and recommendations are identified for follow-up:

1. PNB Payoff Letter. C&H should request a payoff letter from Janet Braddock at PNB at the earliest practicable date. The payoff letter request should be coordinated with HCB's deal team (Gregory Thorn, Senior Vice President, Structured Finance, and Allison Kuo, Vice President, Asset-Based Lending) and with Greenfield's outside counsel at Velmoran, Bellows & Whitfield LLP (Richard Whitfield, Partner, and Lauren Chish

2. PNB UCC Continuation Status. We recommend confirming whether PNB has filed or intends to file a continuation statement for Filing Nos. 2018-0041729 and 2018-0041730 before the original five-year lapse date of April 2, 2023. The earliest permissible date for filing a continuation statement was October 2, 2022, which has now passed. If PNB does not file a continuation statement and the HCB closing does not occur unt

3. Subsidiary Lien Gaps. C&H should confirm with PNB's counsel and with Greenfield's General Counsel, Nina Vasquez, why no separate UCC financing statements exist against GGS or GCI as debtors. As discussed in Sections III.C and III.D above, the absence of separate filings against these subsidiary entities may represent a gap in PNB's perfection with respect to subsidiary-owned assets, or it may reflect PNB's intenti

4. Agricultural Liens and Statutory Liens. C&H should conduct supplemental diligence on potential statutory agricultural liens that may not appear in standard UCC or public record searches. This includes, without limitation, (a) grain indemnity fund liens under Iowa Code Chapter 203D, (b) landlord crop liens under Iowa Code Chapter 570 (and comparable provisions under Illinois and Indiana law), (c) seed liens under I

5. Consignment and Purchase Money Arrangements. C&H should confirm with Greenfield's management, particularly with respect to GCI's crop-input distribution business, whether any seed, fertilizer, or crop protection chemical suppliers hold purchase money security interests ("PMSIs") or consignment interests in crop-input inventory. Under UCC Section 9-324, a properly perfected PMSI in inventory has priority over a pre

6. Update Searches Prior to Closing. All UCC, tax lien, and judgment searches should be updated (bring-down searches) within ten (10) to fifteen (15) days prior to the anticipated closing date of the HCB Facility. The purpose of bring-down searches is to confirm that no intervening UCC filings, tax liens, judgments, or other encumbrances have been filed or recorded against any of the Loan Parties since the date of th

7. Pryor & Associates Field Examination. C&H should coordinate with Pryor & Associates LLC (Thomas Pryor, Managing Partner, 1200 Prospect Avenue, Suite 700, Cleveland, Ohio 44115), which commenced its on-site field examination of Greenfield's operations on October 17, 2022, regarding any collateral-related findings that may affect the lien analysis. In particular, the field examination may identify (a) third-party go

XI. Exhibits and Attachments The following exhibits and attachments are appended to this memorandum: Exhibit A: Copies of UCC-1 Financing Statement Filing No. 2018-0041729, filed by Prairie National Bank, National Association against Greenfield Agricultural Partners LLC with the Iowa Secretary of State on April 2, 2018, including all indexed information and any amendments or continuation statements. Exhibit B: Copies

XII. Approval and Distribution Prepared by: Daniel Obi, Working Associate, Banking & Finance, Calderwood & Harkness LLP Reviewed by: Sophie Tremblay, Lead Associate, Banking & Finance, Calderwood & Harkness LLP Distribution: This memorandum is prepared for internal use by the C&H deal team only. Distribution to the client (Nina Vasquez, General Counsel, Greenfield Agricultural Partners LLC; Patricia Calloway, Chief F