Contract analysis

I. BACKGROUND — THE OFF-TAKE AGREEMENT GAP, as Seller, and PBGC, as Buyer, entered into that certain Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Off-Take Agreement"), a true and correct copy of which, including all exhibits and schedules thereto, is enclosed herewith. The Off-Take Agreement governed a long-term commercial relationship under which GAP agreed to supply, and PBGC agreed to pu

II. PBGC'S BREACH — UNPAID INVOICES GAP performed its obligations under the Off-Take Agreement in good faith and in accordance with all applicable terms and conditions. Between the third quarter of 2021 and the first quarter of 2022, GAP made timely deliveries of both #2 Yellow Corn and #1 Yellow Soybeans to PBGC's elevator facilities. Each shipment was accepted by PBGC at the point of delivery without objection as t

III. PRE-LITIGATION DEMAND AND FORBEARANCE HISTORY Prior to initiating litigation, GAP and its representatives made extensive efforts to resolve this matter through direct communication with PBGC and its principal, Darren K. Musgrave. The relevant chronology of those efforts is as follows: January 25, 2022. Caleb Jennings, GAP's Director of Grain Operations, sent a formal written demand to Darren K. Musgrave, in his

IV. LITIGATION HISTORY — COOK COUNTY ACTION Having exhausted all reasonable pre-litigation avenues, GAP initiated formal legal proceedings to recover the amounts owed. May 9, 2022. GAP filed a four-count Verified Complaint in the Circuit Court of Cook County, Illinois, County Department, Law Division, styled Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. and Darren K. Musgrave, Case No. 2022-L-004831

V. GAP'S CLAIM — SUMMARY OF AMOUNTS GAP's claim against PBGC in the receivership proceeding consists of the following components: A. Principal. The total unpaid principal under the five invoices identified in Section II above is $4,870,050.00. This amount represents the aggregate face value of the five invoices, each of which has been outstanding without any partial payment since its respective due date. B. Accrued C

Section 12.4 of the Off-Take Agreement provides that the prevailing party in any action or proceeding to enforce the Off-Take Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and disbursements. As of January 31, 2023, Calderwood & Harkness LLP has billed the following amounts in connection with the enforcement of GAP's rights under the Off-Take Agreement: Professional fees (attorneys and

VI. CLASSIFICATION OF CLAIM GAP's claim is asserted as an unsecured trade creditor claim arising from the ordinary commercial sale and delivery of agricultural commodities under the Off-Take Agreement. GAP does not hold a perfected security interest in any of PBGC's assets and does not assert a secured claim in this receivership proceeding. GAP is aware that PBGC's assets are subject to the prior perfected security i

VII. RESERVATION OF RIGHTS — MUSGRAVE GUARANTY GAP notes that the Musgrave Guaranty, executed by Darren K. Musgrave and attached as Exhibit D to the Off-Take Agreement, constitutes a separate, independent, and personal obligation of Musgrave, distinct from the obligations of PBGC. The Musgrave Guaranty provides that Musgrave personally guarantees PBGC's payment obligations under the Off-Take Agreement up to a maximum

VIII. FORMAL PROOF OF CLAIM GAP intends to file a formal Proof of Claim in the receivership proceeding before the Circuit Court of Sangamon County, Illinois, Case No. 2022-CH-001247, and will provide complete supporting documentation at that time, including copies of the Off-Take Agreement, the outstanding invoices, the interest calculation, a detailed statement of attorneys' fees and costs, and all other documentati

IX. REQUEST FOR INFORMATION In addition to the claims-process information requested above, GAP respectfully requests that the receiver, through counsel, provide GAP (through Calderwood & Harkness LLP) with the following information and materials, to the extent available and not otherwise restricted by order of the court or applicable law: (a) Copies of any receiver's reports, inventories, or accountings that have bee

X. RESERVATION OF RIGHTS GAP expressly reserves all rights, claims, and remedies available to it under the Off-Take Agreement, the Musgrave Guaranty, the Illinois Uniform Commercial Code, the common law, equity, and any other applicable statute, regulation, or legal authority. Without limiting the generality of the foregoing, GAP specifically reserves: (a) The right to pursue its claims against PBGC and Musgrave in a

XI. ENCLOSURES For the receiver's reference and review, the following documents are enclosed with this letter:

1. Copy of the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, by and between Greenfield Agricultural Partners LLC and Prairie Basin Grain Co., including all exhibits and schedules thereto (including Exhibit D — Limited Personal Guaranty of Darren K. Musgrave);

2. Copies of the five (5) unpaid invoices: Invoice Nos. GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042;

3. Copy of the formal pre-suit demand letter dated April 11, 2022, from Calderwood & Harkness LLP to Prairie Basin Grain Co. and Darren K. Musgrave;

4. Interest calculation spreadsheet showing accrued contractual interest on each outstanding invoice through December 31, 2022; and

5. Copy of the Verified Complaint filed May 9, 2022, in the Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-004831 (Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al.). GAP reserves the right to submit additional documentation in support of its claim at the time it files its formal Proof of Claim or at any subsequent time as may be required or permitted by

XII. CONTACT INFORMATION AND CLOSING All communications regarding this matter, including any notices, correspondence, filings, or other materials relating to the receivership proceeding or GAP's claim, should be directed to the undersigned at the following address: Francesca Morano, Partner Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 555-7218 Email: fmorano@cal

1. Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (with all Exhibits, including Exhibit D — Musgrave Guaranty)

2. Unpaid Invoices (GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, GAP-2022-0042)

3. Pre-Suit Demand Letter dated April 11, 2022

4. Interest Calculation Spreadsheet (through December 31, 2022)

5. Verified Complaint, Case No. 2022-L-004831 (Cook County, Illinois) Invoice No. | Invoice Date | Commodity | Bushels | Amount | Due Date GAP-2021-3187 | September 28, 2021 | #2 Yellow Corn | 150,000 | $892,500.00 | October 28, 2021 GAP-2021-3244 | October 15, 2021 | #1 Yellow Soybeans | 75,000 | $936,750.00 | November 14, 2021 GAP-2021-3301 | November 12, 2021 | #2 Yellow Corn | 200,000 | $1,224,000.00 | December 1