Contract analysis

Section 1.1 — Exact Legal Name The exact legal name of the Grantor, as it appears on its Certificate of Organization on file with the Iowa Secretary of State, is: Greenfield Agricultural Partners LLC The Grantor confirms that the foregoing is its full and complete legal name and that it does not conduct business under any assumed name, trade name, or "doing business as" (d/b/a) designation, except as may otherwise be

Section 1.2 — Entity Type and Jurisdiction of Organization The organizational details of the Grantor are as follows: The Grantor's Certificate of Organization was filed with the Iowa Secretary of State on March 14, 2017, and the Grantor has been in continuous good standing since such date. The Grantor has not redomiciled, converted, or otherwise changed its jurisdiction of organization at any time since its formation

Section 1.3 — Federal Employer Identification Number (EIN) The Grantor's Federal Employer Identification Number, as assigned by the Internal Revenue Service, is: 42-8837291 The Grantor has had no other EIN at any time during its existence.

Section 1.4 — Registered Agent and Registered Office The Grantor's registered agent and registered office in the State of Iowa are as follows: The Grantor confirms that its registered agent is authorized to accept service of process on behalf of the Grantor in the State of Iowa and that the foregoing registered office address is current as of the date hereof.

Section 1.5 — Organizational Changes in Prior Five Years The Grantor hereby confirms whether, at any time during the five (5) years preceding the date of this Certificate, the Grantor has undergone any of the following organizational changes: The Grantor confirms that none of the foregoing organizational changes have occurred. Accordingly, no predecessor entity name, prior jurisdiction of organization, or prior organ

Section 1.6 — Managers and Officers The following individuals are the managers and officers of the Grantor who are authorized to act on behalf of the Grantor as of the date hereof: Derek Calloway serves as the sole Manager of the Grantor under the Grantor's Amended and Restated Limited Liability Company Agreement, dated as of June 1, 2019 (as further amended, the "LLC Agreement"). The officers listed above serve in t

Section 2.1 — Chief Executive Office / Principal Place of Business The chief executive office and principal place of business of the Grantor is located at: 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613 This is the address from which the Grantor manages and directs its principal business operations, including executive management, financial and accounting functions, human resources, and corporate governance activit

Section 2.2 — Other Locations of Business, Books and Records, and Collateral In addition to the chief executive office described in Section 2.1 above, the Grantor maintains tangible collateral (including, without limitation, equipment, inventory, raw materials, finished goods, work-in-process, supplies, and other tangible personal property) and, in certain instances, books and records at the following locations: The

Section 2.3 — Locations of Collateral Maintained with Third Parties The Grantor maintains collateral at certain locations owned or operated by third parties, including warehouses, processors, consignees, bailees, and co-manufacturing partners. The following is a summary of the categories of third-party collateral locations: (a) Contract Warehouses. The Grantor utilizes certain third-party warehousing facilities for o

Section 2.4 — Real Property Owned The Grantor owns the following real property in fee simple: The Grantor confirms that the foregoing constitutes a complete list of all real property owned by the Grantor in fee simple as of the date hereof. The Mortgages identified above are being delivered to the Collateral Agent concurrently with the closing of the DIP Credit Agreement or within the time periods specified in the In

Section 2.5 — Real Property Leased The Grantor leases certain real property, including certain regional distribution center facilities and ancillary office space. A complete listing of all real property leased by the Grantor, including the identity of the landlord, the address of the leased premises, the lease commencement and expiration dates, the annual base rent, and the status of landlord waiver/consent requests,

Section 3.1 — UCC-1 Financing Statement Filing Offices Pursuant to UCC §9-301(1) and §9-307(e), the law governing perfection by filing of a financing statement with respect to the Grantor (as a registered organization organized under the laws of the State of Iowa) is the law of the State of Iowa. Accordingly, the central filing jurisdiction for UCC-1 Financing Statements naming the Grantor as Debtor is: Iowa Secretar

Section 3.2 — Fixture Filings In addition to the central filing described in Section 3.1, fixture filings (UCC-1 Financing Statements reflecting that they are to be filed in the real property records) shall be made in the following offices for the purpose of perfecting the Collateral Agent's security interest in fixtures located at the Grantor's owned real property: (a) Black Hawk County Recorder's Office, Black Hawk

Section 3.3 — Prior UCC Filings (Existing Liens) Based upon the Grantor's records and UCC lien searches conducted by Calderwood & Harkness LLP with the Iowa Secretary of State, the following existing UCC-1 Financing Statements have been filed against the Grantor and remain of record: The Grantor confirms that the foregoing UCC-1 Financing Statements were filed in connection with the Grantor's pre-petition secured cre

Section 4.1 — Deposit Accounts The Grantor maintains the following deposit accounts as of the date hereof: Aggregate cash on hand at the Petition Date (May 15, 2025): $11,800,000 (approximate, subject to reconciliation of outstanding checks, ACH transactions, and wire transfers in transit as of such date). The Grantor confirms that the foregoing constitutes a complete listing of all deposit accounts maintained by or

Section 4.2 — Securities Accounts and Commodity Accounts The Grantor confirms that, as of the date hereof, the Grantor does not maintain any securities accounts or commodity accounts with any broker, securities intermediary, or commodity intermediary. The Grantor does not hold any certificated or uncertificated securities (other than the membership interests described in Part VII below), and does not maintain any mar

Section 4.3 — Safe Deposit boxes The Grantor confirms that, as of the date hereof, the Grantor does not maintain any safe deposit boxes at any bank, financial institution, or other depository. In the event that the Grantor obtains any safe deposit box following the date hereof, the Grantor shall promptly notify the Collateral Agent and provide access as required by the DIP Security Agreement. PART V — INTELLECTUAL PR

Section 5.1 — Patents and Patent Applications The Grantor owns the following patents and patent applications, all of which have been issued by or filed with the United States Patent and Trademark Office ("USPTO"): The Grantor's patent portfolio encompasses proprietary technologies related to agricultural chemical formulations, herbicide delivery systems, seed treatment coatings, adjuvant compositions, and spray appli

Section 5.2 — Trademarks and Trademark Applications The Grantor owns the following trademarks, service marks, and trademark applications, all of which are registered with or pending before the USPTO (and, where applicable, registered at the state level): The CLEARGUARD XR mark (U.S. Reg. No. 5,502,176) is the Grantor's flagship trademark associated with its principal herbicide product. The Grantor notes that, while t

Section 5.3 — Copyrights and Copyright Applications The Grantor owns certain registered copyrights, primarily relating to product labeling materials, technical manuals and product guides, and proprietary software used in the Grantor's agricultural research data management systems. The Grantor's copyright registrations are summarized as follows: A complete listing of all registered copyrights and pending copyright app

Section 5.4 — Domain Names The Grantor owns and controls the following internet domain names: A complete listing of all domain names is set forth in Schedule 5.4 attached hereto and incorporated herein by reference.

Section 5.5 — IP Licenses (In-Bound and Out-Bound) The Grantor is a party to certain intellectual property license agreements under which the Grantor is either a licensee or a licensor. Material IP license agreements include: (a) In-Bound Licenses. The Grantor holds licenses from third parties for certain active ingredient technologies, formulation methodologies, and software systems used in the Grantor's manufacturi

Section 5.6 — Trade Secrets and Proprietary Information The Grantor possesses and maintains trade secrets and proprietary information that constitute a significant portion of the Grantor's intellectual property assets. Such trade secrets include, without limitation: (a) Proprietary agricultural chemical formulations, including specific ingredient ratios, emulsification and microencapsulation processes, and stability

Section 5.7 — IP Filing Jurisdictions for Perfection To perfect the Collateral Agent's security interest in the Grantor's registered intellectual property, the following filings and recordations shall be made: (a) United States Patent and Trademark Office (USPTO). The DIP intellectual Property Security Agreement (or a short-form notice thereof) shall be recorded with the USPTO with respect to all patents, patent appl

Section 6.1 — Motor Vehicles The Grantor owns a fleet of motor vehicles, trailers, and titled equipment used in connection with its manufacturing, distribution, research, and administrative operations. The Grantor's vehicle fleet includes, without limitation, over-the-road tractors, flatbed and enclosed trailers, tanker trailers, delivery trucks, service vehicles, pickup trucks, and passenger vehicles used by sales a

Section 6.2 — Other Titled Assets The Grantor confirms that, as of the date hereof, the Grantor does not own any aircraft, watercraft, railroad rolling stock, or other assets that require perfection of a security interest through a federal, state, or other specialized title registration system, other than the motor vehicles and titled equipment described in Section 6.1 above and the intellectual property described in

Section 7.1 — Subsidiaries The Grantor confirms that, as of the date hereof, the Grantor does not have any subsidiaries. Greenfield Agricultural Partners LLC is a single-entity debtor and has not formed, organized, or acquired any direct or indirect subsidiaries at any time since its formation. There are no subsidiary debtors in the Grantor's Chapter 11 case pending before the Bankruptcy Court (Case No. 25-10342, Nor

Section 7.2 — Equity Interests Owned by the Grantor The Grantor confirms that, as of the date hereof, the Grantor does not own any equity interests in any other corporation, limited liability company, partnership, joint venture, or other entity, except as follows: None. In the event that the Grantor acquires any equity interests in any entity following the date hereof, the Grantor shall promptly notify the Collateral

Section 7.3 — Equity Interests in the Grantor The membership interests in Greenfield Agricultural Partners LLC are held by the following members: The Grantor's Amended and Restated Limited Liability Company Agreement, dated as of June 1, 2019, governs the issuance, transfer, and encumbrance of membership interests in the Grantor. The LLC Agreement contains customary transfer restrictions, including requirements for M

Section 8.1 — Known Commercial Tort Claims The Grantor hereby identifies the following pending or known commercial tort claims held by the Grantor as of the date hereof: (a) Potential Claim Regarding EPA Re-Registration Delay — ClearGuard XR. The Grantor is evaluating whether it possesses viable commercial tort claims against one or more third parties (including, without limitation, potential claims for tortious inte

Section 9.1 — Letters of Credit The Grantor is the beneficiary of the following letters of credit as of the date hereof: (a) Standby Letters of Credit — Pre-Petition ABL Revolver. Under the pre-petition ABL Revolving Credit Facility with Prairie State Bank, N.A. (committed amount: $95,000,000; drawn amount as of the Petition Date: $72,300,000), the Grantor had a letter of credit sub-facility with a sub-limit of $10,0

Section 10.1 — Tangible and Electronic Chattel Paper The Grantor confirms that, as of the date hereof, the Grantor does not hold any tangible chattel paper or electronic chattel paper, except as follows: The Grantor is party to certain equipment installment sale agreements under which the Grantor has sold used agricultural equipment to third-party purchasers on an installment payment basis. Such agreements constitute

Section 10.2 — Promissory Notes and Instruments The Grantor confirms that, as of the date hereof, the Grantor does not hold any promissory notes or other negotiable instruments, except as follows: The Grantor holds two (2) promissory notes from former employees, each representing repayment obligations under the Grantor's executive relocation assistance program. The aggregate outstanding principal balance of such prom

Section 10.3 — Documents of Title The Grantor confirms that, as of the date hereof, the Grantor holds various warehouse receipts and bills of lading issued in the ordinary course of its business operations, relating to shipments of raw materials, work-in-process, and finished goods to and from its manufacturing plants, distribution centers, and third-party warehouses. The Grantor does not hold any negotiable document

Section 11.1 — Insurance Policies The Grantor maintains the following material insurance policies as of the date hereof: The Grantor confirms that all insurance policies listed above are in full force and effect and that all premiums due thereunder have been paid (or, to the extent that any premiums become due during the pendency of the Chapter 11 case, such premiums are included in the DIP Budget as an ordinary-cour

Section 12.1 — Material Government Contracts The Grantor confirms that, as of the date hereof, the Grantor is not a party to any material government contracts (including federal, state, or local government procurement contracts or cooperative purchasing agreements). The Grantor's products are sold exclusively through commercial channels, including agricultural dealers, retailers, cooperatives, and distributors. The G

Section 12.2 — Material Permits and Licenses The Grantor holds the following material permits, licenses, and regulatory approvals: (a) EPA Product Registrations. The Grantor holds product registrations issued by the United States Environmental Protection Agency ("EPA") under the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), 7 U.S.C. §136 et seq., for all of its agricultural chemical products. These r

Section 13.1 — Existing Liens and Encumbrances The following existing liens and encumbrances are of record against the Grantor's assets as of the Petition Date: (a) Pre-Petition First Lien Term Loan. Prairie State Bank, N.A., as Administrative Agent, holds a first-priority security interest in substantially all personal property assets of the Grantor, securing the Grantor's obligations under that certain First Lien T

Section 13.2 — Pending Litigation A description of pending litigation involving the Grantor is set forth in the schedules and statements filed by the Grantor with the Bankruptcy Court pursuant to Section 521 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 1007, and is incorporated herein by cross-reference. The Grantor is not aware of any pending litigation (other than the Chapter 11 case itself and t