Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP ("C&H" or the "Firm") is writing to formally confirm the administrative closing of the above-referenced matter. As you know, C&H served as issuer's counsel to Greenfield Agricultural Partners LLC ("GAP" or the "Company") in connection with a proposed $30,000,000 Rule 144A private placement of senior unsecured notes due 2027 (the "Notes"). As discussed du

II. Summary of the Proposed Transaction A. Transaction Overview GAP proposed to issue $30,000,000 in aggregate principal amount of senior unsecured notes with a five-year maturity. The targeted issuance date was June 30, 2022, with a corresponding maturity date of June 30, 2027. The Notes were to bear interest at a fixed rate, with the initial price talk communicated on March 15, 2022, indicating a coupon in the rang

1. Refinancing of Existing Credit Facility. Approximately $18,000,000 was to be applied to refinance the then-outstanding drawn balance on the Company's $40,000,000 senior secured revolving credit facility with Meridian Commercial Bank, N.A. (the "Meridian Facility"). The Meridian Facility bears interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") plus 325 basis points and matures on Aug

2. Capital Expenditures. Approximately $9,250,000 was to be applied toward capital expenditures related to the construction and commissioning of the Company's new adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010 (the "Ames Facility"). The Ames Facility project represents a significant expansion of the Company's specialty crop-protection product manufacturing capabilities.

3. General Corporate Purposes. Approximately $2,000,000 was to be used for general corporate purposes, including working capital needs and potential opportunistic acquisitions of complementary product lines or distribution relationships.

4. Transaction Fees and Expenses. Approximately $750,000 was earmarked for the payment of estimated transaction fees and expenses, including legal fees, rating agency fees, trustee fees, printing costs, and other customary offering-related expenses. C. Key Parties The following parties were involved in, or proposed to be involved in, the offering: D. Timeline of Key Events The following is a chronological summary of

III. Termination of the Offering A. Basis for Termination On July 1, 2022, Ridgeline Securities exercised its termination right under Section 9(b) of the Purchase Agreement dated June 20, 2022, between GAP and Ridgeline (the "Purchase Agreement"). Section 9(b) is the so-called "market out" provision, which permits the initial purchaser to terminate its obligations under the Purchase Agreement under specified market d

IV. Surviving Contractual Obligations Although the offering was terminated prior to closing and no Notes were issued or sold, certain provisions of the Purchase Agreement survive termination and continue to impose obligations on the Company. We summarize the most significant of these below. A. Expense Reimbursement (Purchase Agreement §7) Notwithstanding the termination of the Purchase Agreement, Section 7 thereof pr

V. CUSIP / ISIN Cancellation As noted above, CUSIP number 39572L AA 3 and ISIN number US39572LAA35 were reserved with the CUSIP Service Bureau in anticipation of the proposed offering. Since no Notes were issued or are outstanding, these identifiers were never activated and no securities are associated with them. Nevertheless, the continued existence of reserved but unactivated CUSIP and ISIN numbers can create confu

VI. Document Retention Firm Document Retention C&H will retain its files related to Matter No. 1020-00003, including all work product, correspondence, research memoranda, and document drafts, in accordance with the Firm's standard document retention policies as described in Section 12 of the engagement letter dated February 21, 2022. Under those policies, the Firm generally retains closed-matter files for a period of

VII. Considerations for a Potential Future Offering While the termination of this offering is undoubtedly disappointing, the Company's underlying business fundamentals and capital needs have not changed. In the event that the Company and its board of managers determine to pursue a capital markets transaction in the future — whether a re-launch of the proposed Notes offering or an alternative financing structure — we

VIII. Administrative Closing of the Matter C&H hereby confirms the administrative closing of Matter No. 1020-00003 (billing number 014723.00001) effective as of the date of this letter, July 15, 2022. This closing reflects the termination of the proposed offering and the completion of all legal work associated with the matter. The C&H engagement team for this matter consisted of the following attorneys: • Robert Adey

IX. Closing Remarks We wish to express our sincere appreciation for the opportunity to represent Greenfield Agricultural Partners LLC in connection with this matter. We recognize that the termination of the offering, after months of diligent preparation by the Company's management team, is a disappointing outcome. However, the market conditions that prevented the offering from closing were beyond the control of the C