Contract analysis

1. Call Details Date and Time: October 3, 2022; 2:00 p.m. – 3:45 p.m. (Central Time) Format: Videoconference (Northgate Data Systems; link circulated by Lauren Chisholm, Kessler, Brandt & Whitfield LLP) Participants: Calderwood & Harkness LLP (Borrower's Counsel): • Ian Blackwood — Responsible Partner, Banking & Finance • Sophie Tremblay — Lead Associate, Banking & Finance Greenfield Agricultural Partners LLC (Borrow

2. Background and Context The October 3 call followed Calderwood & Harkness's delivery of its first markup of the Credit Agreement on September 23, 2022. That markup was prepared against the initial draft Credit Agreement circulated by Kessler, Brandt & Whitfield on September 16, 2022. In connection with the markup, Sophie Tremblay transmitted a detailed comment letter and issues list to Lauren Chisholm identifying t

3. Discussion Topics and Outcomes 3.1 Borrowing Base Methodology — Eligibility Criteria The first substantive topic addressed on the call was the borrowing base methodology, and specifically the eligibility criteria applicable to accounts receivable, crop inventory, and crop-input inventory. This topic consumed a significant portion of the call and was the subject of extended discussion. KBW/HCB Position (Whitfield/K

4. Action Items and Next Steps The following action items were identified on the call and are subject to the target dates indicated:

5. Open Items Deferred to Next Call The following substantive issues were identified during the course of the October 3 call as topics requiring further discussion, but were deferred to the next negotiation call due to time constraints. The parties agreed that these items would be addressed in the next scheduled call, anticipated for the week of October 17–21, 2022:

1. Springing Fixed Charge Coverage Ratio. Mechanics of the springing FCCR covenant, including the testing period (trailing twelve-month vs. build-up period), the trigger threshold tied to Excess Availability, and the minimum required ratio of 1.10:1.00.

2. Distribution Covenant Conditions. Conditions to the payment of dividends, distributions, and other restricted payments, including the proposed dual test of (i) a minimum Fixed Charge Coverage Ratio of 1.15:1.00 for the most recently ended twelve-month period, and (ii) Excess Availability of not less than 20% of the Borrowing Base on a pro forma basis after giving effect to the proposed distribution.

3. Change of Control Provision. Definition and consequences of a "Change of Control," including the proposed threshold requiring that the Lindstrom Family Trust maintain beneficial ownership of not less than 51% of the issued and outstanding equity interests of Greenfield Holdings Corp.

4. Capital Expenditure Limitations. Annual capital expenditure limitation of $8,000,000 per fiscal year, with carryforward mechanics for unused amounts.

5. Investment and Acquisition Basket. Permitted investment and acquisition basket of $5,000,000 per fiscal year, including conditions and restrictions on types of permitted investments.

6. Commodity Hedging Negative Pledge. Restriction limiting hedging obligations to not more than 80% of anticipated production for any given crop year, and related lien provisions for commodity hedging counterparties.

7. Additional Indebtedness Baskets. Permitted indebtedness baskets, including (i) unsecured indebtedness of up to $3,000,000, and (ii) purchase money indebtedness and capital lease obligations of up to $1,500,000 in the aggregate.

8. Material Adverse Change Definition and Cure Rights. Definition of "Material Adverse Change" (or "Material Adverse Effect"), including the scope of the MAC clause and whether the Borrower has the right to cure a MAC before it triggers an Event of Default.

9. Deposit Account Control Agreement (DACA) Execution Timing and Mechanics. Timing for execution and delivery of DACAs for all Borrower and Guarantor deposit accounts, including the distinction between DACAs required at closing versus those required post-closing within a specified timeframe.

10. Insurance Endorsement Requirements. Requirements for endorsement of property and casualty insurance policies in favor of the Administrative Agent and the Secured Parties, including loss payee and additional insured designations.

6. Confidentiality and Distribution This memorandum constitutes attorney-client privileged communication and attorney work product within the meaning of the attorney-client privilege and the work product doctrine. It has been prepared by Daniel Obi in connection with Calderwood & Harkness LLP's representation of Greenfield Agricultural Partners LLC and contains the firm's mental impressions, conclusions, opinions, an