Contract analysis

I. Purpose and Scope of Memorandum This memorandum documents the results of a comprehensive conflicts check conducted in connection with the proposed new-matter engagement of Greenfield Agricultural Partners LLC ("GAP" or the "Client") as borrower in a proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Facility" or the "Proposed Facility"). The Proposed Facility is to be arranged by H

II. Parties Searched The following is a comprehensive listing of all parties and individuals that were included in the conflicts search conducted in connection with the proposed engagement. For each party, the listing includes the full legal name, entity type, jurisdiction of organization, employer identification number (where available), registered address, headquarters address, and a brief description of the party'

1. Greenfield Agricultural Partners LLC • Entity Type: Limited Liability Company • Jurisdiction of Organization: Iowa • Employer Identification Number (EIN): 47-3918265 • Iowa Secretary of State Filing No.: 622847 • Headquarters: 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309 • Registered Agent: Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309 • Role in Transaction: Pro

2. Greenfield Holdings Corp. • Entity Type: Corporation • Jurisdiction of Organization: Delaware • Employer Identification Number (EIN): 82-5047391 • Delaware Secretary of State File No.: 7291538 • Registered Address: 1209 Orange Street, Wilmington, Delaware 19801 (c/o National Corporate Services Inc.) • Role in Transaction: Parent holding company and sole member of GAP; proposed Guarantor under the ABL Facility Gree

3. Greenfield Grain Storage LLC • Entity Type: Limited Liability Company • Jurisdiction of Organization: Iowa • Employer Identification Number (EIN): 84-2093417 • Headquarters: 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309 • Role in Transaction: Wholly owned subsidiary of GAP; proposed Subsidiary Guarantor and collateral grantor Greenfield Grain Storage LLC ("GGS") is a wholly owned subsidiary of GA

4. Greenfield Crop Inputs Inc. • Entity Type: Corporation • Jurisdiction of Organization: Illinois • Employer Identification Number (EIN): 37-6182049 • Illinois Secretary of State File No.: 08294731 • Headquarters: 780 Commerce Drive, Bloomington, Illinois 61701 • Role in Transaction: Wholly owned subsidiary of GAP; proposed Subsidiary Guarantor; significant contributor to accounts receivable borrowing base Greenfiel

5. Heartland Commerce Bank, National Association • Entity Type: National Banking Association (OCC-chartered) • Headquarters: 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606 • Role in Transaction: Proposed Administrative Agent, Collateral Agent, Sole Lead Arranger, and Sole Bookrunner; proposed commitment of $40,000,000 (50.00% of total facility) HCB is a national banking association headquartered in Chica

6. Meridian Agricultural Credit Corporation • Entity Type: Corporation • Jurisdiction of Organization: Delaware • Headquarters: 555 East Wells Street, Suite 1200, Milwaukee, Wisconsin 53202 • Role in Transaction: Proposed syndicate lender; proposed commitment of $25,000,000 (31.25% of total facility) Meridian Agricultural Credit Corporation ("Meridian") is a specialty agricultural lending institution headquartered in

7. Tallgrass Capital Fund II, LP • Entity Type: Limited Partnership • Jurisdiction of Organization: Delaware • Headquarters: 120 South LaSalle Street, Suite 2800, Chicago, Illinois 60603 • Role in Transaction: Proposed syndicate lender (specialty agricultural credit fund); proposed commitment of $15,000,000 (18.75% of total facility) Tallgrass Capital Fund II, LP ("Tallgrass") is a Delaware limited partnership that o

8. Prairie National Bank, National Association • Entity Type: National Banking Association (OCC-chartered) • Headquarters: 600 Locust Street, Suite 1500, Des Moines, Iowa 50309 • Role in Transaction: Incumbent lender under existing revolving credit facility; to be refinanced and paid off at closing Prairie National Bank, National Association ("PNB") is the incumbent lender under GAP's existing $55,000,000 revolving c

9. Kessler, Brandt & Whitfield LLP • Entity Type: Limited Liability Partnership • Jurisdiction of Organization: Illinois • Headquarters: 311 South Wacker Drive, Suite 5400, Chicago, Illinois 60606 • Role in Transaction: Outside counsel to HCB (lender's counsel) in connection with the proposed ABL Facility Kessler, Brandt & Whitfield LLP ("KBW") has been engaged by HCB to serve as lender's counsel in connection with t

10. Pryor & Associates LLC • Entity Type: Limited Liability Company • Jurisdiction of Organization: Ohio • Headquarters: 1200 Prospect Avenue, Suite 700, Cleveland, Ohio 44115 • Role in Transaction: Independent field examination and inventory appraisal firm engaged by HCB to conduct field exams and inventory valuations in connection with the underwriting and ongoing monitoring of the ABL Facility • Key Contact: Thoma

11. Ashford, Kline & Pearce LLP • Entity Type: Limited Liability Partnership • Jurisdiction of Organization: Iowa • Headquarters: 801 Grand Avenue, Suite 2200, Des Moines, Iowa 50309 • Role in Transaction: Independent auditors of GAP and its affiliates; provider of audited financial statements to be relied upon by the lender group • Key Contact: Catherine Drummond, Audit Partner

12. Redwood Insurance Group, Inc. • Entity Type: Corporation • Jurisdiction of Organization: Iowa • Headquarters: 2500 Ingersoll Avenue, Des Moines, Iowa 50312 • Role in Transaction: Insurance broker for the Greenfield enterprise; responsible for placement and maintenance of property, casualty, and crop insurance coverage as required under the ABL Facility documentation • Key Contact: Brian Templeton, Account Executi

13. Northstar Mutual Insurance Company • Entity Type: Mutual Insurance Company • Jurisdiction of Organization: Iowa • Headquarters: 400 First Avenue NE, Cedar Rapids, Iowa 52401 • Role in Transaction: Primary crop insurance and property insurance carrier for the Greenfield enterprise; insurer under insurance policies that will be subject to collateral assignment and loss payee endorsement requirements under the ABL F

14. Lindstrom Family Trust • Entity Type: Irrevocable Trust • Jurisdiction: Iowa • Role in Transaction: 62% owner of Greenfield Holdings Corp. (indirect parent of GAP)

15. Calloway-Foss Investments LP • Entity Type: Limited Partnership • Jurisdiction of Organization: Iowa • Role in Transaction: 28% owner of Greenfield Holdings Corp. (indirect parent of GAP)

III. Search Methodology The conflicts search was conducted in accordance with the Firm's established new-business intake and conflict clearance procedures, as set forth in the Calderwood & Harkness LLP Conflicts and New Business Intake Policy (revised January 2022). The following methodologies were employed: Databases Searched. All searches were conducted using Calderwood & Harkness's internal conflict management sys

IV. Search Results The following sets forth the detailed results of the conflicts search for each party and category of parties identified in Section II above. For each party, the search results are reported, any identified matches are described and analyzed, and a conflict determination is provided. A. Greenfield Agricultural Partners LLC and Affiliates (GAP, Greenfield Holdings Corp., Greenfield Grain Storage LLC,

I. Lindstrom Family Trust and Calloway-Foss Investments LP Searches were conducted for the Lindstrom Family Trust and Calloway-Foss Investments LP, the two principal equity holders of Greenfield Holdings Corp. (the parent of GAP). Searches were conducted using full entity names and common variants, including "Lindstrom Trust," "Calloway-Foss," and "Calloway Foss Investments." No current or prior representations were

V. Analysis and Conclusion Comprehensive conflicts searches have been completed for all identified parties and individuals in connection with the proposed representation of Greenfield Agricultural Partners LLC as borrower in the proposed $80,000,000 senior secured asset-based revolving credit facility to be arranged by Heartland Commerce Bank, National Association, as Administrative Agent and Sole Lead Arranger. In t

VI. Engagement Team Confirmation In accordance with the Firm's conflicts clearance procedures, each member of the proposed engagement team has been contacted and has confirmed, in writing or orally, that he or she has no personal conflict of interest or potential conflict of interest with respect to any party identified in connection with the proposed engagement. The confirmations received are as follows: Each team m

VII. Approvals The following approvals are required to complete the conflicts clearance process for the proposed engagement: Prepared by: DANIEL OBI Working Associate, Banking & Finance Calderwood & Harkness LLP Signature: ________ Date: August 26, 2022 Reviewed and Approved by: IAN BLACKWOOD Responsible Partner, Banking & Finance Calderwood & Harkness LLP Signature: ________ Date: August 26, 2022 New Business / Conf

VIII. Attachments / Appendices The following documents are appended to this memorandum and form part of the conflicts clearance record for Proposed Matter No. 1020-00001: Appendix A: Conflict Search Request Form (submitted by Daniel Obi to the New Business / Conflicts Department on August 23, 2022), setting forth the names and identifying information for all parties and individuals to be searched. Appendix B: Conflic