Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the proposed borrowing base mechanics set forth in the indicative term sheet dated August 22, 2022, delivered by Heartland Commerce Bank, N.A. ("HCB" or the "Agent") to Greenfield Agricultural Partners LLC ("Greenfield," "GAP," or the "Borrower"), as subsequently revised pursuant to the agreed term sheet dated September 9, 2022 (the "Agreed Term Sheet"

II. Background — Greenfield's Business and Seasonal Operating Cycle A. Business Overview Greenfield Agricultural Partners LLC is an Iowa limited liability company organized under the laws of the State of Iowa and headquartered at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. Greenfield is a vertically integrated agricultural enterprise engaged in four principal lines of business: (i) row-crop produ

III. Proposed Borrowing Base Formula A. Structure Overview Under the Agreed Term Sheet, the amount available for borrowing under the ABL Facility at any given time is the lesser of (a) the aggregate commitments of all lenders (i.e., $80,000,000) and (b) the "Borrowing Base," defined as the sum of the following eligible collateral components, less availability reserves established by the Administrative Agent: (1) A sp

IV. Peak Borrowing Base Model — October 2022 Estimate A. Assumptions The peak borrowing base model is based on the following assumptions, derived from management projections for the October 2022 harvest period, historical seasonal patterns, FY2021 audited financial statements, and FY2022 interim (unaudited) financial statements as of June 30, 2022: • Accounts Receivable. Eligible accounts receivable are projected at

V. Trough Borrowing Base Model — April 2023 Estimate A. Assumptions The trough borrowing base model is based on management projections for the pre-planting, post-grain-sales trough period in April 2023. During this period, crop inventory is at its seasonal low as substantially all harvested grain from the fall 2022 season has been sold, while crop-input inventory is at its seasonal high as seed, fertilizer, and chemi

VI. Seasonal Variability Analysis A. Borrowing Base Swing The following table summarizes the magnitude of the seasonal swing between the peak (October 2022) and trough (April 2023) borrowing base scenarios: The peak-to-trough swing in the gross borrowing base is approximately $63.3 million, representing a decline of approximately 58%. Net availability (after deduction of the $3.5 million reserve) declines by the same

VII. Agent's Discretionary Reserve Authority A. Current Proposal Under the Agreed Term Sheet, the Administrative Agent (HCB) retains the authority to establish, increase, or modify availability reserves against the borrowing base in its discretion. Availability reserves reduce the borrowing base on a dollar-for-dollar basis, directly limiting the amount available for borrowing by the Borrower. The initial availabilit