Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement, and all such definitions are incorporated herein by reference as if set forth herein in their entirety: "Administrative Agent" means Ironclad Capital Partners LP, a Delawa

Section 1.02 — Rules of Interpretation (a) Unless the context otherwise requires, all capitalized terms used in this Agreement that are defined in the DIP Credit Agreement and not otherwise defined herein shall have the respective meanings set forth in the DIP Credit Agreement, and the rules of interpretation set forth in the DIP Credit Agreement shall apply to this Agreement, mutatis mutandis. (b) The section and ar

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Security Interest As collateral security for the prompt and complete payment, performance, and observance when due (whether at the stated maturity, by acceleration, or otherwise) of all Secured Obligations, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the DIP Secured Parties, a continuing security interest in, and lien upon, all of the Grantor's right, title, and intere

Section 2.02 — Security for Obligations The security interest granted under this Article II secures the prompt and complete payment, performance, and observance of all Secured Obligations under the DIP Credit Agreement and the other DIP Loan Documents, including, without limitation, the One Hundred Seventy-Five Million Dollars ($175,000,000) in aggregate commitments under the DIP Facility, all accrued and unpaid inte

Section 2.03 — Priority of Security Interest (a) The security interest granted pursuant to this Agreement constitutes: (i) a first-priority priming lien under Section 364(d) of the Bankruptcy Code on IP Collateral that was previously subject to pre-petition liens held by or on behalf of Prairie State Bank, N.A. (as agent under the Pre-Petition First Lien Credit Agreement) and/or Prairie State Bank, N.A. (as agent und

Section 2.04 — Supplemental Nature This Agreement supplements and does not replace the DIP Security Agreement. The security interest granted herein in the IP Collateral is in addition to, and not in substitution for, the security interest in such property granted under the DIP Security Agreement. To the extent of any conflict between the provisions of this Agreement and the provisions of the DIP Security Agreement, t

ARTICLE III — REPRESENTATIONS AND WARRANTIES The Grantor hereby represents and warrants to the Collateral Agent and the DIP Secured Parties as follows, in each case as of the date hereof (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date):

Section 3.01 — Ownership of IP Collateral The Grantor is the sole and exclusive owner of the entire right, title, and interest in and to each item of IP Collateral listed on Schedules A, B, and C hereto, free and clear of all liens, claims, charges, encumbrances, security interests, options, and restrictions of any nature whatsoever, other than (a) Permitted Liens (as defined in the DIP Credit Agreement), (b) the pre

Section 3.02 — Validity and Enforceability (a) Each patent and patent application listed on Schedule A hereto is, to the Grantor's knowledge, valid, subsisting, and enforceable. No patent listed on Schedule A has been adjudged invalid or unenforceable by any court of competent jurisdiction, the Patent Trial and Appeal Board, or any other governmental authority in a final, non-appealable determination. There are no pe

Section 3.03 — IP Registrations (a) Schedule A hereto sets forth a complete and accurate list, as of the date hereof, of all patents and patent applications owned by the Grantor, including for each such patent or patent application the patent number or application number (as applicable), the title of the patent or application, the filing date or issue date, the jurisdiction of filing (United States Patent and Tradema

Section 3.04 — No Infringement (a) To the Grantor's knowledge, after due inquiry, the conduct of its business as currently conducted and as proposed to be conducted does not infringe upon, misappropriate, or otherwise violate the intellectual property rights of any third party in any material respect. (b) No claim of infringement, misappropriation, dilution, or other violation of any third party's intellectual proper

Section 3.05 — No Prior Grants The Grantor has not previously granted any security interest in, or lien upon, the IP Collateral to any person or entity other than (a) Prairie State Bank, N.A. (as agent) under the Pre-Petition First Lien Credit Agreement, which security interest is being primed pursuant to the DIP Orders, and (b) the liens securing the Pre-Petition ABL Revolver, with Prairie State Bank, N.A. acting as

Section 3.06 — Regulatory Matters (a) The Grantor hereby discloses that the EPA re-registration of the Grantor's flagship herbicide product "ClearGuard XR" has been delayed and remains pending as of the date hereof. The Grantor represents that the underlying intellectual property rights related to ClearGuard XR, including all patent rights, trademark rights, trade secrets, formulation data, and registration data pack

Section 3.07 — Organization and Authority (a) The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa, with EIN 42-8837291. The Grantor is duly qualified and authorized to do business in each jurisdiction where the nature of its activities or the ownership of its properties requires such qualification, except where the failure to be so qual

Section 3.08 — Perfection Certificate Reference The intellectual property information set forth in the Perfection Certificate delivered by the Grantor to the Collateral Agent pursuant to the DIP Credit Agreement is accurate and complete in all material respects as of the date hereof. The Grantor has not acquired, created, or become the owner of any patents, trademarks, copyrights, or other registered intellectual pro

ARTICLE IV — COVENANTS The Grantor hereby covenants and agrees with the Collateral Agent and the DIP Secured Parties as follows:

Section 4.01 — Maintenance of IP The Grantor shall maintain all IP Collateral in full force and effect during the term of this Agreement (and, where applicable, shall use commercially reasonable efforts to prosecute all pending applications to registration or issuance), including by: (a) Filing all required maintenance documents, renewal applications, statements of use, affidavits of continued use (including affidavi

Section 4.02 — Protection Against Infringement (a) The Grantor shall promptly, and in any event within ten (10) Business Days, notify the Collateral Agent in writing of (i) any known or suspected infringement, misappropriation, dilution, or other unauthorized use of any material IP Collateral by any third party, and (ii) any claim or action brought or threatened by any third party alleging that the Grantor's use of a

Section 4.03 — No Transfers or Encumbrances Without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement), the Grantor shall not: (a) Sell, assign, transfer, exchange, or otherwise dispose of any IP Collateral (whether in a single transaction or a series of related transactions), other than non-exclusive licenses granted in the ordinary cour

Section 4.04 — Licensing Restrictions (a) The Grantor shall not grant any exclusive license of any IP Collateral (or any exclusive license that, together with all other licenses previously granted by the Grantor, would have the practical effect of an exclusive license) without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement). (b) Non-ex

Section 4.05 — Further Assurances and Filings The Grantor shall execute and deliver all documents, instruments, and agreements, and take all further actions, as may be reasonably requested by the Collateral Agent from time to time to perfect, protect, and maintain the priority of the security interest granted herein in the IP Collateral, including: (a) Executing and delivering short-form intellectual property securit

Section 4.06 — Trade Secret Protection (a) The Grantor shall maintain commercially reasonable safeguards to protect the confidentiality of all Trade Secret Collateral, including (i) maintaining appropriate non-disclosure agreements and confidentiality agreements with all employees, independent contractors, consultants, and business partners who have access to Trade Secret Collateral, (ii) implementing and maintaining

Section 4.07 — Notification of Changes The Grantor shall provide the Collateral Agent with prompt written notice (and in any event within ten (10) Business Days) of: (a) Any new patents issued to, trademark registrations obtained by, or copyright registrations obtained by the Grantor after the date hereof; (b) Any material adverse change in the status, validity, or enforceability of any IP Collateral, including (i) t

Section 4.08 — Compliance with DIP Budget and Covenants The Grantor's maintenance, prosecution, and enforcement of the IP Collateral pursuant to this Article IV shall be conducted in a manner consistent with (a) the 13-week DIP Budget (covering the period from May 15, 2025 through August 13, 2025, as updated from time to time in accordance with the DIP Credit Agreement), (b) the financial covenants under the DIP Cred

Section 5.01 — Events of Default The occurrence of any Event of Default (as defined in the DIP Credit Agreement) shall constitute an Event of Default under this Agreement. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have all rights and remedies available under this Agreement, the DIP Credit Agreement, the DIP Security Agreement, the UCC, and applicable law (includ

Section 5.02 — Rights Upon Default Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at the direction of the Required Lenders and subject to the terms of the DIP Orders and any applicable order of the Bankruptcy Court: (a) Exercise all rights and remedies of a secured party under Article 9 of the UCC with respect to the IP Collateral, including the right to take possessi

Section 5.03 — Application of Proceeds All proceeds received by the Collateral Agent from any sale, collection, or other realization upon the IP Collateral, or from the exercise of any other right or remedy hereunder, shall be applied in accordance with the waterfall provisions set forth in Section [8.03] of the DIP Credit Agreement and the Intercreditor Agreement between Ironclad Capital Partners LP (as DIP Administ

Section 5.04 — Grantor's Obligations Upon Default Upon the occurrence and during the continuance of an Event of Default, the Grantor shall cooperate fully with the Collateral Agent in the exercise of its rights and remedies under this Agreement, the DIP Credit Agreement, the DIP Security Agreement, and applicable law, including (a) executing and delivering all assignments, transfer documents, powers of attorney, and

Section 5.05 — Limitations — Bankruptcy Court Oversight Notwithstanding any other provision of this Agreement, all remedies exercised by the Collateral Agent under this Article V are subject to (a) the jurisdiction of the Bankruptcy Court in Case No. 25-01147, (b) the terms and conditions of the Interim Order, the Final Order, and any other applicable orders of the Bankruptcy Court, (c) the automatic stay provisions

ARTICLE VI — AUTHORIZATION TO FILE

Section 6.01 — UCC Financing Statements The Grantor hereby irrevocably authorizes the Collateral Agent to file, and to prepare and file, one or more UCC-1 financing statements, UCC-3 amendments (including amendments adding collateral descriptions or changing the Grantor's information), and UCC-3 continuation statements, in each case describing the IP Collateral (or describing the collateral as "all assets" or "all pe

Section 6.02 — USPTO and Copyright Office Filings (a) The Grantor hereby authorizes and directs the Collateral Agent to record this Agreement (or a short-form version hereof, substantially in the forms attached hereto as Exhibit A and Exhibit B) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and to take all such other actions and file all such other documents