Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY This memorandum summarizes the completion of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement on behalf of Greenfield Agricultural Partners LLC ("GAP" or the "Client") in connection with the procurement of all air quality and water discharge permits required for the construction and operation of the Muscatine Expansion Facility (the "MEF" or the "Facility"). The purpose of

1. Prevention of Significant Deterioration (PSD) Air Construction Permit No. 23-A-0481, issued by the Iowa Department of Natural Resources ("IDNR"), Air Quality Bureau, on August 22, 2023; and

2. National Pollutant Discharge Elimination System (NPDES) Individual Permit No. IA0082917, issued by the IDNR, Water Quality Bureau, on September 1, 2023. Both permits were obtained well in advance of the environmental permit milestone deadline of October 5, 2023, established under the Credit Agreement between GAP and Briarwood Capital Partners LP ("Briarwood Capital") (Reference No. BCP-AG-2023-0092, dated February

II. BACKGROUND — THE MUSCATINE EXPANSION FACILITY A. Client and Project Overview Greenfield Agricultural Partners LLC is an Iowa limited liability company organized and existing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 548213; Employer Identification Number 46-3827194). GAP maintains its principal offices at 4200 Prairie Wind Drive, Suite 300, West Des Moines, Iowa 50266. The company wa

III. PERMITS OBTAINED A. PSD Air Construction Permit The following summarizes the key identification and procedural information for the PSD air construction permit obtained for the MEF: Public Comment Summary. During the 30-day public notice period for the PSD permit application, the IDNR received a total of four public comments: (a) Two comments were submitted by neighboring landowners expressing concerns regarding

IV. KEY PERMIT CONDITIONS — PSD AIR PERMIT NO. 23-A-0481 This section summarizes the principal conditions of PSD Air Permit No. 23-A-0481 that will govern the construction and operation of the MEF. GAP's internal EHS team should treat this summary as a reference guide, but must consult the full text of the issued permit for all operative conditions and requirements. A. Emission Units and Applicable Limits The PSD per

V. KEY PERMIT CONDITIONS — NPDES PERMIT NO. IA0082917 This section summarizes the principal conditions of NPDES Permit No. IA0082917 that will govern the discharge of treated process wastewater and stormwater from the MEF. As with the PSD permit summary above, GAP's internal EHS team should treat this summary as a reference guide and should consult the full text of the issued permit for all operative conditions and r

1. Equalization basin — to attenuate flow and loading variations from the various process wastewater streams;

2. Dissolved air flotation (DAF) unit — for primary removal of oils, greases, and suspended solids from the combined process wastewater stream;

3. Three-cell aerated lagoon system — providing biological treatment of organic matter and ammonia nitrogen. The lagoon system has a total surface area of 4.2 acres and is designed for an 18-day hydraulic retention time at the design flow of 0.38 MGD;

4. Ultraviolet (UV) disinfection system — for destruction of fecal coliform bacteria prior to discharge; and

5. Discharge via Outfall 001 to Sweetland Creek. This treatment train was designed by Ridgeline Engineering Group LLC in coordination with Pinnacle Environmental, and was evaluated and approved by the IDNR Water Quality Bureau as capable of achieving the effluent limitations established in the permit. C. Effluent Limits (Outfall 001) The permit establishes the following effluent limitations for the treated process wa

VI. COMPLIANCE WITH BRIARWOOD CAPITAL PERMIT MILESTONE The Credit Agreement between GAP and Briarwood Capital Partners LP (Reference No. BCP-AG-2023-0092, dated February 15, 2023) establishes, at Section 4.02(g), an environmental permit milestone condition precedent to the release of the $89,000,000 second drawdown tranche of the $178,000,000 senior secured term facility. Specifically, the Credit Agreement requires t

1. PSD Air Construction Permit No. 23-A-0481 was issued by the IDNR, Air Quality Bureau, on August 22, 2023 — a full 44 calendar days before the October 5, 2023 milestone deadline.

2. NPDES Individual Permit No. IA0082917 was issued by the IDNR, Water Quality Bureau, on September 1, 2023 — a full 34 calendar days before the October 5, 2023 milestone deadline. No other material environmental permits were identified as necessary for the construction and operation of the MEF during the course of this engagement. The conditional use permit (CUP No. MC-2022-041) was obtained prior to the commencemen

VII. SUMMARY TIMELINE OF KEY EVENTS The following table presents a chronological summary of all key events and milestones in the MEF permitting engagement:

VIII. RECOMMENDATIONS FOR ONGOING COMPLIANCE A. Immediate Action Items for GAP Based on the permit conditions summarized in Sections IV and V above, the following immediate action items should be prioritized by GAP's internal EHS team and project management personnel:

1. Construction Commencement Deadline. GAP must ensure that construction of the MEF commences on or before February 22, 2025, which is 18 months from the issuance date of PSD Permit No. 23-A-0481. Failure to commence construction by this date will result in expiration of the PSD permit. "Commencement of construction" requires either the initiation of a continuous program of physical on-site construction or the execut

2. Installation and Commissioning of CEMS. GAP must install and commission a continuous emissions monitoring system (CEMS) for NOx on EU-01 (natural gas-fired process heater) prior to the initial startup of that emission unit. The CEMS must be installed in accordance with the applicable specifications in 40 C.F.R. Part 60, Appendix B, and must be certified through a relative accuracy test audit (RATA) prior to commen

3. DMR Reporting Procedures. GAP must establish internal procedures for the preparation and submission of Discharge Monitoring Reports (DMRs) for Outfall 001 to the IDNR Water Quality Bureau on a monthly basis, commencing from the permit effective date of October 1, 2023. Although the wastewater treatment system is not expected to be operational at that date (as construction of the facility has not yet begun), GAP sh

4. SWPPP Implementation. GAP must implement the Stormwater Pollution Prevention Plan (SWPPP) prepared by Pinnacle Environmental for Outfall 002 and must establish a calendar for the required annual SWPPP inspections. The SWPPP should be implemented concurrently with the commencement of site construction activities, as stormwater from construction activities on the paved and graded portions of the site may be routed t

5. NPDES Renewal Calendar. GAP must calendar the NPDES permit renewal application deadline of approximately April 4, 2028 (180 days before the September 30, 2028 expiration of NPDES Permit No. IA0082917). Preparation of the renewal application should commence no later than January 2028 to allow sufficient time for assembly of required data, including updated wastewater characterization results, compliance history, an

IX. DOCUMENT RETENTION AND FILE INDEX The following is a summary index of the key documents maintained in the C&H matter file for Matter No. 1020-00004. All documents are retained in both electronic and hard copy form in accordance with the Firm's document retention policies.

1. Engagement Letter — Executed March 9, 2023, between Calderwood & Harkness LLP and Greenfield Agricultural Partners LLC.

2. PSD Air Permit Application and Supporting Materials — Filed April 28, 2023, including the completed IDNR Air Construction Permit Application Form, emissions inventory spreadsheets, BACT analysis memorandum, process flow diagrams (provided by Ridgeline Engineering), AERMOD air dispersion modeling report and electronic model files (prepared by Pinnacle Environmental), and all attachments and exhibits.

3. NPDES Permit Application and Supporting Materials — Filed May 5, 2023, including the completed EPA Form 2C (Application for Permit to Discharge Process Wastewater), wastewater characterization study (prepared by Pinnacle Environmental), treatment system design summary (prepared by Ridgeline Engineering), Stormwater Pollution Prevention Plan (prepared by Pinnacle Environmental), facility site plan, and all attachme

4. IDNR Correspondence — All correspondence with the IDNR Air Quality Bureau and Water Quality Bureau, including completeness review comment letters, responses to completeness comments (including the May 15, 2023 response to IDNR air completeness comments), requests for additional information, and general correspondence regarding application status and scheduling.

5. Public Comments and Response Letters — Copies of all public comments received during the PSD and NPDES public notice periods (four air permit comments and two NPDES permit comments), together with GAP's response letters prepared by C&H for submittal to the IDNR.

6. IDNR Responsiveness Summaries — IDNR responsiveness summary for PSD permit application (issued August 3, 2023) and IDNR responsiveness summary for NPDES permit application (issued August 10, 2023).

7. Issued Permits — PSD Air Construction Permit No. 23-A-0481 (issued August 22, 2023) and NPDES Individual Permit No. IA0082917 (issued September 1, 2023).

8. Permit Status Certification Letter — Letter from C&H to Martin Eggers at Trask Whitfield & Coe LLP (counsel to Briarwood Capital Partners LP), dated September 5, 2023, certifying satisfaction of the environmental permit milestone condition precedent, with enclosed copies of both issued permits.

9. Internal Memoranda — Regulatory strategy memorandum (March 2023, outlining the permitting approach and timeline); public comment response strategy memorandum (July 2023, analyzing the HEA comment and recommending response approach); and this Closing Memorandum (September 12, 2023). Copies of all issued permits, the permit status certification letter, and other key correspondence have been provided to Patricia Cald

X. CONCLUSION The permitting engagement for the Muscatine Expansion Facility has been successfully completed. Both the Prevention of Significant Deterioration air construction permit (Permit No. 23-A-0481) and the NPDES individual permit (Permit No. IA0082917) have been obtained from the Iowa Department of Natural Resources without the need for a public hearing, contested case proceeding, or administrative appeal. Bo