Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the validity and legal consequences of Ridgeline Securities LLC's ("Ridgeline") exercise of its termination right under Section 9(b) of the Purchase Agreement dated June 20, 2022 (the "Purchase Agreement"), by and between Greenfield Agricultural Partners LLC ("GAP" or the "Issuer") and Ridgeline, in connection with the proposed $30,000,000 Rule 144A pr

II. Background and Transaction Summary A. The Parties The following is a summary of the principal parties involved in the proposed offering, their roles, and relevant identifying information. Issuer. Greenfield Agricultural Partners LLC ("GAP") is an Iowa limited liability company headquartered at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309 (Iowa Secretary of State File No. 723841; Employer Identi

III. Analysis of Ridgeline's Exercise of the Section 9(b) Market-Out Termination A. Text of Section 9(b)

Section 9(b) of the Purchase Agreement is the "market-out" provision, which is a standard feature of Rule 144A purchase agreements and analogous to the corresponding provisions found in registered underwriting agreements. The provision grants the initial purchaser the right to terminate its obligations under the Purchase Agreement prior to the Closing Date if certain conditions relating to market disruption or deteri

1. Deterioration in High Yield Credit Markets The most significant factual basis for Ridgeline's termination decision is the documented deterioration in high yield credit market conditions during the period between the revised price talk on June 10, 2022, and the pricing call on June 28, 2022. During this eighteen-day period, credit spreads for B-rated high yield issuers widened meaningfully and rapidly. Specifically

2. Comparable Sector Performance The deterioration in market conditions was not limited to the broad high yield market; it was particularly acute in the agricultural-chemical and agribusiness sectors. During the same June 10–28, 2022 period, comparable agricultural-sector bond issuances experienced significant price deterioration. Most notably, the Harvest Ridge Crop Sciences 8.500% Senior Notes due 2027 — a recently

3. Inability to Build a Book at the Maximum Authorized Coupon The most direct evidence that market conditions rendered the sale of the Notes impracticable is Ridgeline's inability to assemble a sufficient book of orders at any coupon rate at or below 10.250%, which was the maximum coupon rate authorized by GAP's Board. The pricing history of the proposed offering illustrates the progressive deterioration in market co

4. Ridgeline's Termination Notice On July 1, 2022, three days after the offering was pulled, Ridgeline delivered its formal written termination notice to GAP pursuant to Section 9(b) of the Purchase Agreement. The notice was addressed to Douglas Evanston, General Counsel and Corporate Secretary of GAP, and was signed by Thomas Reardon, Managing Director, Leveraged Finance, Ridgeline Securities LLC. The termination no

Section 9(b) of the Purchase Agreement conditions the initial purchaser's termination right on its "reasonable judgment" that one or more of the enumerated market disruption or deterioration events has occurred and that the effect of such event or events makes the marketing or sale of the Notes "impracticable." This formulation establishes a subjective standard with an objective reasonableness overlay — that is, the

2. Procedural Compliance We have reviewed the termination notice and the procedural requirements of Section 9(b) and conclude that Ridgeline complied with all applicable procedural requirements.

Section 9(b) requires that the initial purchaser deliver written notice of termination to the Company. Ridgeline delivered its written termination notice on July 1, 2022, addressed to Douglas Evanston, General Counsel and Corporate Secretary of GAP, at GAP's principal office address. The notice was delivered by email (with a PDF attachment of the signed notice) and by overnight courier, in accordance with the notice

3. Conclusion on Validity Based on our review of the Purchase Agreement, the termination notice, the relevant market data, and applicable New York law, we conclude that Ridgeline's exercise of the Section 9(b) market-out termination right appears valid. The factual predicate for the termination is well-supported by objective evidence, and the procedural requirements were satisfied in all material respects. We do not

IV. Surviving Obligations Post-Termination Although the Purchase Agreement has been terminated and the offering will not proceed, certain provisions of the Purchase Agreement survive termination by their express terms. This Section identifies and analyzes those surviving obligations. A. Expense Reimbursement Under Section 7

Section 7 of the Purchase Agreement obligates GAP, as issuer, to reimburse the reasonable out-of-pocket expenses incurred by Ridgeline in connection with the offering. Critically, this obligation applies "whether or not the transactions contemplated hereby are consummated or this Agreement is terminated." This language is clear and unambiguous: the expense reimbursement obligation survives termination and is not cond

Section 4 of the Purchase Agreement provides for a placement fee payable to Ridgeline equal to 2.50% of the aggregate principal amount of Notes sold. Had the offering closed at the full $30,000,000 principal amount, the placement fee would have been $750,000. However, the placement fee under Section 4 was expressly contingent on the closing and sale of the Notes. The relevant language provides that the placement fee

Section 8 of the Purchase Agreement contains mutual indemnification provisions that expressly survive the termination of the Purchase Agreement. These provisions are designed to allocate liability for certain categories of losses that may arise in connection with the offering, and their survival is independent of whether the offering is consummated. A summary of the Section 8 indemnification provisions is attached he

V. Summary of GAP's Transaction Expenses Although the offering did not close, GAP incurred substantial expenses in preparation for the proposed issuance. The following table summarizes GAP's estimated total transaction expenses as of the date of this memorandum: Several notes regarding the foregoing expense summary: (a) The $750,000 placement fee that would have been payable to Ridgeline under Section 4 of the Purcha

VI. Considerations for a Potential Re-Launch GAP's management and board of managers have indicated preliminary interest in re-launching the proposed notes offering at a future date, if and when market conditions improve sufficiently to permit pricing within the Board's tolerance. The following subsections address the principal considerations relevant to a potential re-launch. A. Market Timing As of the date of this m

VII. Recommendations Based on the foregoing analysis, we make the following recommendations to GAP:

1. Do not challenge the Section 9(b) termination. The factual and procedural basis for Ridgeline's exercise of the market-out clause is sound. The objective market data — including the 89 basis point widening in the B-rated high yield index OAS, the 3.5 point decline in comparable agricultural-sector credits, and the failed bookbuilding at 10.250% — provides substantial support for Ridgeline's reasonable judgment tha

2. Process expense reimbursement. GAP should promptly pay Ridgeline's reimbursable expenses upon receipt and review of itemized invoices, subject to the contractual caps set forth in Section 7 of the Purchase Agreement ($225,000 for PGH counsel fees; $50,000 for out-of-pocket expenses). We have requested that Ridgeline submit invoices within thirty days. Upon receipt, we will review the invoices for reasonableness an

3. Preserve documents. GAP should retain all transaction documents — including all drafts of the Indenture, the Offering Memorandum (all versions), the Purchase Agreement, the Registration Rights Agreement, the due diligence request list and responses, management presentations, financial models, correspondence with all parties, and all internal and external communications — for potential future use in a re-launch and

4. Cancel CUSIP / ISIN reservations unless a near-term re-launch is contemplated. If the re-launch timeline extends beyond the next 90 days, we recommend that GAP instruct C&H or its transfer agent to cancel the reserved CUSIP (39572L AA 3) and ISIN (US39572LAA35) with CUSIP Global Services. New identifiers can be reserved promptly in connection with any future offering.

5. Monitor market conditions and maintain relationships with Ridgeline (or identify and evaluate alternative placement agents) for a potential re-launch when pricing conditions improve to levels consistent with the Board's authorized coupon parameters. We recommend establishing a regular monitoring framework, with periodic check-ins between GAP's management, Tallgrass Capital, and the placement agent regarding market

6. Address Meridian revolver maturity (August 15, 2024) as a standalone matter if the notes offering is not re-launched in the near term. We recommend that GAP initiate discussions with Meridian Commercial Bank, N.A. regarding a potential amendment, extension, or refinancing of the revolving credit facility to mitigate refinancing risk.

7. Engage Clarendon Harris & Co. LLP early on updated financial statement preparation if a re-launch is targeted for late 2022 or 2023. Interim financial statements (reviewed, not audited) for Q2 2022 and potentially Q3 2022 may be required, and the FY 2022 audit timeline should be coordinated with any re-launch schedule.

8. Re-engage Pinnacle Ratings Group, Inc. to refresh the indicative credit assessment well in advance of any re-launch. GAP should provide Pinnacle with updated financial data and be prepared for the possibility that the B+ (stable) indicative rating may not be reaffirmed.

VIII. Document Retention and File Status C&H Matter No. 1020-00003 / Billing No. 014723.00001 will be administratively closed as a terminated engagement. The matter will be reclassified in C&H's matter management system from "active" to "inactive — terminated transaction," with a re-activation flag to facilitate reopening if GAP elects to pursue a re-launch. All work product, correspondence, and transaction documents