Contract analysis

Section 1. Identity of Certifying Officers The undersigned hereby certify as follows:

1. Derek Calloway is the Chief Executive Officer and Manager of Greenfield Agricultural Partners LLC, duly appointed to such offices in accordance with the Operating Agreement of the Borrower and authorized to act on behalf of the Borrower in connection with the DIP Facility and the transactions contemplated by the DIP Loan Documents.

2. Patricia Langford is the Chief Financial Officer of Greenfield Agricultural Partners LLC, duly appointed to such office in accordance with the Operating Agreement of the Borrower and authorized to act on behalf of the Borrower in connection with the DIP Facility and the transactions contemplated by the DIP Loan Documents. Each of the undersigned is delivering this Certificate in his or her capacity as a duly autho

Section 2. Purpose of Certificate This Certificate is delivered pursuant to Section 4.01 (Conditions Precedent to Initial Borrowing) of the DIP Credit Agreement. The purpose of this Certificate is to certify the satisfaction (or, where applicable, the waiver by the Administrative Agent and the Required Lenders) of each condition precedent to the initial borrowing of Eighty Million Dollars ($80,000,000) (the "Interim

Section 3. Representations and Warranties The undersigned hereby certify that each of the representations and warranties of the Borrower set forth in Article V (Representations and Warranties) of the DIP Credit Agreement and in each other DIP Loan Document (as defined in the DIP Credit Agreement, including, without limitation, the DIP Security Agreement, the DIP intellectual Property Security Agreement, the DIP Pledg

Section 4. No Default The undersigned hereby certify that no Default or Event of Default (each as defined in the DIP Credit Agreement) has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the making of the Interim Draw or the application of the proceeds thereof in accordance with the DIP Credit Agreement and the Interim Order. Without limiting the generality of th

Section 5. Financial Covenant Compliance (Initial Certification) The undersigned hereby certify that, as of the date hereof, the Borrower is in compliance with each financial covenant set forth in Section 7.15 of the DIP Credit Agreement, as follows: (a) Minimum Liquidity Cash on hand of the Borrower as of the Petition Date (May 15, 2025) was Eleven Million Eight Hundred Thousand Dollars ($11,800,000). Giving effect

Section 6. Entry of Court Orders The undersigned hereby certify that the following court orders have been entered, and the following proceedings have occurred, in connection with the DIP Facility: The interim order (the "Interim DIP Order" or the "Interim Order") was entered by the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, United States Bankruptcy Court for the Northern District of Iowa (Cedar R

Section 7. Delivery of Required Documents The undersigned hereby certify that the following documents and deliverables have been delivered (or, where expressly noted, will be delivered simultaneously with or promptly following the Interim Draw) to the Administrative Agent and/or the Collateral Agent, as applicable, in satisfaction of the conditions precedent set forth in Section 4.01 of the DIP Credit Agreement:

1. DIP Credit Agreement. The DIP Credit Agreement, dated as of May 22, 2025, duly executed and delivered by all parties thereto, including Greenfield Agricultural Partners LLC (as Borrower), Ironclad Capital Partners LP (as Administrative Agent and Lender), Ridgeline Opportunity Fund III LP (as Lender), Bramblewood Credit Advisors LLC (as Lender), and Meridian Trust Company (as Collateral Agent).

2. DIP Promissory Note — Ironclad Capital Partners LP. DIP Promissory Note in the principal amount of One Hundred Million Dollars ($100,000,000), payable to the order of Ironclad Capital Partners LP, duly executed and delivered by the Borrower.

3. DIP Promissory Note — Ridgeline Opportunity Fund III LP. DIP Promissory Note in the principal amount of Fifty Million Dollars ($50,000,000), payable to the order of Ridgeline Opportunity Fund III LP, duly executed and delivered by the Borrower.

4. DIP Promissory Note — Bramblewood Credit Advisors LLC. DIP Promissory Note in the principal amount of Twenty-Five Million Dollars ($25,000,000), payable to the order of Bramblewood Credit Advisors LLC, duly executed and delivered by the Borrower.

5. DIP Security Agreement. The DIP Security Agreement, duly executed and delivered by Greenfield Agricultural Partners LLC (as Grantor) in favor of Meridian Trust Company (as Collateral Agent), granting first-priority priming security interests and liens on substantially all assets of the Borrower, including, without limitation, all accounts, inventory, equipment, general intangibles, deposit accounts, investment pro

6. DIP Pledge Agreement. The DIP Pledge Agreement, duly executed and delivered by the Borrower, pledging all membership interests, equity interests, and ownership interests of the Borrower in favor of the Collateral Agent.

7. DIP intellectual Property Security Agreement. The DIP intellectual Property Security Agreement, duly executed and delivered by the Borrower in favor of the Collateral Agent, granting a security interest in all patents, patent applications, trademarks, trademark applications and registrations (including, without limitation, the ClearGuard XR® brand and related marks), copyrights, copyright registrations and applica

8. Mortgage — Cedar Falls Plant (Iowa). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (the "Cedar Falls Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Iowa and in form suitable for recording in the real property records of

9. Mortgage — Decatur Plant (Illinois). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 2200 Industrial Boulevard, Decatur, Illinois 62521 (the "Decatur Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Illinois and in form suitable for recording in the real property records o

10. Mortgage — Jonesboro Plant (Arkansas). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 815 County Road 740, Jonesboro, Arkansas 72401 (the "Jonesboro Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Arkansas and in form suitable for recording in the real property records

11. Perfection Certificate. The Perfection Certificate, duly executed and delivered by the Borrower, identifying (i) all filing jurisdictions (including the Iowa Secretary of State as the organizational jurisdiction for UCC filings), (ii) the Borrower's organizational details (Iowa limited liability company; EIN 42-8837291), (iii) all locations of tangible collateral (Cedar Falls, Iowa; Decatur, Illinois; Jonesboro,

12. UCC-1 Financing Statements. UCC-1 Financing Statements naming the Borrower as debtor and the Collateral Agent as secured party, filed or to be filed in (i) the Iowa Secretary of State (organizational jurisdiction), and (ii) as applicable, the Illinois Secretary of State, the Arkansas Secretary of State, and the Iowa Secretary of State (collateral location filings), in each case covering all personal property coll

13. Solvency Certificate. The Solvency Certificate, executed and delivered by Patricia Langford, Chief Financial Officer of the Borrower, certifying that, after giving effect to the DIP Facility and the Interim Draw and the application of the proceeds thereof, the Borrower is solvent on a going-concern basis (exclusive of the value of avoidance actions under Chapter 5 of the Bankruptcy Code and subject to the customa

14. Borrowing Request. The Borrowing Request, dated May 22, 2025, duly executed and delivered by an authorized officer of the Borrower to the Administrative Agent, requesting an initial borrowing in the amount of Eighty Million Dollars ($80,000,000) under the DIP Credit Agreement. 15. 13-Week DIP Budget. The initial 13-week DIP Budget covering the period from May 15, 2025 through August 13, 2025, which has been appro

16. Organizational Documents and Resolutions. Certified copies of (i) the Certificate of Organization of Greenfield Agricultural Partners LLC, as filed with the Iowa Secretary of State, (ii) the Operating Agreement of Greenfield Agricultural Partners LLC (as amended through the date hereof), and (iii) resolutions duly adopted by the Manager and the members of the Borrower authorizing the entry into and performance of

17. Good Standing Certificates. Certificates of good standing (or the functional equivalent thereof) issued by the Secretary of State of each of the following jurisdictions in which the Borrower is organized or qualified to do business, each dated within thirty (30) days of the date hereof: (i) the State of Iowa (organizational jurisdiction), (ii) the State of Illinois, and (iii) the State of Arkansas.

18. Consent Letter — Pre-Petition First Lien Agent. The Consent Letter, dated May 20, 2025, from Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Term Loan), signed by Thomas Whitaker, Senior Vice President, Loan Workout Group, consenting to the priming of pre-petition first-priority liens by the DIP Facility liens, subject to and in accordance with the adequate prot

19. Adequate Protection Stipulation. The Adequate Protection Stipulation between the Borrower and Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Term Loan and the pre-petition ABL Revolver, on behalf of itself and the pre-petition secured lenders), duly filed with the Bankruptcy Court and incorporated by reference in the Interim Order.

20. Intercreditor Agreement. The Intercreditor Agreement, duly executed and delivered by Ironclad Capital Partners LP (in its capacity as Administrative Agent under the DIP Credit Agreement) and Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Credit Agreement), governing the relative rights, priorities, and remedies of the DIP Lenders and the pre-petition secured le

21. Evidence of Insurance. Certificates of insurance demonstrating the maintenance by the Borrower of all insurance policies required under Section 6.06 of the DIP Credit Agreement, including (i) directors' and officers' liability insurance under Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., with an aggregate policy limit of Fifteen Million Dollars ($15,000,000), (ii) commercial general li

22. Opinions of Counsel. Legal opinions delivered by Calderwood & Harkness LLP (debtor's counsel; principal office: 450 Park Avenue, New York, New York 10022; Iowa office: 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309), addressed to the Administrative Agent, the Collateral Agent, and each Lender, opining as to (i) the due organization and valid existence of the Borrower, (ii) the due authorization, execution,

23. This Officer's Certificate. This Certificate, duly executed and delivered by the Chief Executive Officer and the Chief Financial Officer of the Borrower.

24. Closing Fee Payment Instructions. Written instructions for the payment of the closing fee in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (representing 2.00% of the total DIP commitments of One Hundred Seventy-Five Million Dollars ($175,000,000)), to be funded from and netted against the proceeds of the Interim Draw and paid to the Administrative Agent for the ratable benefit of the Lend

Section 8. Borrowing Details The undersigned hereby certify the following details of the Interim Draw: Borrowing Amount: Eighty Million Dollars ($80,000,000), representing the maximum amount authorized to be borrowed on an interim basis under the Interim Order. Allocation Among Lenders. The Interim Draw shall be funded by each Lender in accordance with its pro rata share (based on each Lender's respective commitment

Section 9. Additional Confirmations The undersigned further certify and confirm as follows: (a) Pending Chapter 11 Case. The Borrower's Chapter 11 case, styled In re Greenfield Agricultural Partners LLC, Case No. 25-01147, remains pending before the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) and has not been dismissed, converted to a case under Chapter 7 of the Bankruptcy

Section 10. Reliance This Certificate is delivered for the benefit of, and may be relied upon by, the Administrative Agent, the Collateral Agent, and each Lender under the DIP Credit Agreement, in each case in connection with the Interim Draw and the transactions contemplated by the DIP Credit Agreement and the other DIP Loan Documents. The undersigned understand and acknowledge that the Administrative Agent and the

Section 11. Governing Law This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction (consistent with Section 10.09 of the DIP Credit Agreement), except to the extent that the Bankruptcy Code and orders of the Bankruptcy Court, includ