Contract analysis

1. Overview and Call Logistics On November 10, 2022, at approximately 2:00 p.m. Central Time, the parties convened the third negotiation call in the series related to the proposed $80,000,000 Senior Secured Asset-Based Revolving Credit Facility (the "Facility") to be provided by Heartland Commerce Bank, N.A. ("HCB"), as Administrative Agent, Collateral Agent, and a Lender, together with syndicate lenders Meridian Agr

2. Pryor & Associates Field Examination Findings 2.1 Status of Field Examination Allison Kuo (HCB) reported on the status and preliminary findings of the field examination conducted by Pryor & Associates LLC ("Pryor"). Thomas Pryor, Managing Partner of Pryor & Associates LLC, led the examination team. The on-site field examination commenced on October 17, 2022, at GAP's corporate headquarters located at 4100 Grand Pr

3. Collateral Matters — Deposit Account Control Agreements (DACAs) 3.1 DACA Execution Timeline The parties engaged in an extended discussion regarding the status and logistics of executing deposit account control agreements ("DACAs") covering all operating deposit accounts of GAP and its subsidiary guarantors, GGS and GCI. As required under the Security Agreement and the Credit Agreement, DACAs must be in place with

4. Insurance Assignment Endorsements 4.1 Crop Insurance and Property/Casualty Insurance The parties discussed the assignment of insurance proceeds to HCB, as Collateral Agent, as required under the form Assignment of Insurance circulated by Calderwood & Harkness on November 4, 2022. The insurance assignment is a standard condition precedent to closing and will require the cooperation of Greenfield's insurance broker

5. Remaining Credit Agreement Open Points The parties turned to a discussion of the remaining open points in the Credit Agreement. The discussion was conducted by reference to KBW's third draft of the Credit Agreement, dated October 28, 2022, and Calderwood & Harkness's third markup of the Credit Agreement, dated November 1, 2022. 5.1 Material Adverse Change (MAC) Definition The parties continued the discussion, firs

6. Ancillary Document Status 6.1 Documents Delivered November 4, 2022 Calderwood & Harkness delivered the following draft ancillary loan documents to KBW and HCB on November 4, 2022:

1. Security Agreement — granting HCB, as Collateral Agent for the benefit of the Lenders, a first-priority security interest in substantially all personal property of GAP, GGS, and GCI, including accounts receivable, inventory, equipment, deposit accounts, general intangibles, instruments, chattel paper, supporting obligations, letter-of-credit rights, commercial tort claims (if any), and all proceeds and products th

2. Guaranty Agreement — an unconditional, joint and several guaranty by Greenfield Holdings Corp. ("Holdings"), Greenfield Grain Storage LLC ("GGS"), and Greenfield Crop Inputs Inc. ("GCI") in favor of the Agent and the Lenders, guaranteeing the full and punctual payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower.

3. Pledge Agreement — a pledge by GAP of (a) 100% of the membership interests in GGS and (b) 100% of the issued and outstanding shares of capital stock of GCI, in each case in favor of HCB, as Collateral Agent, together with stock powers and irrevocable proxies executed in blank.

4. Mortgage, Assignment of Leases and Rents, and Security Agreement — Iowa Form — covering the GAP headquarters property located in Polk County, Iowa, and the 14 grain elevator sites owned by GGS located across 8 additional counties in the state of Iowa.

5. Mortgage, Assignment of Leases and Rents, and Security Agreement — Illinois Form — covering the GCI distribution center located in McLean County, Illinois.

6. Deposit Account Control Agreement — Form — the form DACA for use with PNB and HCB as depository banks.

7. Assignment of Insurance — Form — the form assignment of insurance proceeds in favor of HCB, as Collateral Agent. Chisholm (KBW) confirmed that KBW was in the process of reviewing all ancillary loan documents and expected to return comments within 7 to 10 business days (i.e., by approximately November 14–17, 2022). Chisholm noted that KBW's review would focus on ensuring consistency between the ancillary documents

7. Projected Closing Timeline The parties discussed the projected closing date for the Facility. The original target closing date had been late October 2022, but this date has passed due to the extended negotiation timeline, the scheduling of the Pryor & Associates field examination, and the need for additional rounds of document drafting and review. The parties agreed to a revised target closing date of early to mid

8. Action Items The following action items were identified during the call, together with the responsible party and target completion date:

1. C&H (Obi) — Finalize Insurance Compliance Checklist and circulate to Greenfield and KBW. Target: November 14, 2022.

2. Greenfield (Vasquez) — Send formal insurance endorsement instruction letter to Redwood Insurance Group, Inc. (Brian Templeton, Account Executive), requesting loss payee endorsements, additional insured endorsements, and 30-day advance notice of cancellation endorsements from Northstar Mutual Insurance Company on all required policies. Target: Immediately.

3. C&H (Tremblay) — Prepare revised Credit Agreement markup incorporating the following agreements reached on this call: (a) MAC definition compromise (deletion of "prospects," commodity price carve-out conditioned on Borrowing Base coverage, retention of remaining carve-outs); (b) cure periods (20-day cure for financial covenant defaults, 15-day cure for non-financial covenant defaults, no cure for payment defaults

4. C&H (Obi) — Follow up with Janet Braddock, Senior Vice President, Agricultural Banking, Prairie National Bank, N.A., regarding DACA cooperation for existing operating accounts and payoff/transition logistics. Target: November 14, 2022.

5. KBW (Chisholm) — Return comments on ancillary loan documents, including the Security Agreement, Guaranty Agreement, Pledge Agreement, Iowa and Illinois Mortgage forms, form DACA, and Assignment of Insurance. Target: November 14–17, 2022.

6. C&H (Obi) — Order title searches on all mortgaged real property, including properties in Polk County, Iowa, eight (8) additional Iowa counties (covering GGS grain elevator sites), and McLean County, Illinois (covering GCI distribution center). Target: Immediately.

7. C&H (Obi) — Order good standing certificates from the Iowa Secretary of State (for GAP, Iowa SOS Filing No. 622847, and GGS), the Delaware Secretary of State (for Holdings, Delaware SOS File No. 7291538), and the Illinois Secretary of State (for GCI, Illinois SOS File No. 08294731). Target: Immediately.

8. C&H (Obi) — Finalize Collateral Description and Perfection Memo, including comprehensive perfection checklist in tabular format as requested by HCB. Target: November 14, 2022.

9. HCB (Kuo) — Provide comments on form DACA circulated by C&H on November 4, 2022. Target: November 17, 2022.

10. HCB (Thorn) — Confirm receipt of Pryor & Associates written field examination report upon delivery and share the report with C&H and Greenfield. Target: November 21–25, 2022.

11. HCB (Thorn) — Notify syndicate lenders Meridian Agricultural Credit Corporation (Franklin Osei) and Tallgrass Capital Fund II, LP (Monica Herrera) of the projected closing timeline and provide at least 10 business days' advance notice of the anticipated closing date. Target: Immediately.

12. Greenfield (Calloway) — Prepare initial borrowing base certificate for the closing date, based on the most recent available collateral data. Target: 5 business days prior to closing.

13. C&H (Tremblay) — Update Preliminary Closing Checklist to reflect the current status of all closing deliverables and the revised closing timeline. Target: November 14, 2022.

9. Next Steps and Scheduling The parties agreed to schedule a follow-up negotiation call (Call #4) for the week of November 21, 2022. The primary purposes of the follow-up call will be to: (a) review KBW's comments on the ancillary loan documents delivered by C&H on November 4, 2022; (b) assess the status of all remaining closing deliverables, including DACAs, insurance endorsements, title searches, and good standing