1020-00002 · Client 1020 · Closing

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SOLVENCY CERTIFICATE

(As of the Petition Date — Limited)

Delivered pursuant to Section 4.02(f) of the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among:

GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Borrower"),

IRONCLAD CAPITAL PARTNERS LP, as Administrative Agent (in such capacity, together with its successors and assigns, the "Administrative Agent"),

MERIDIAN TRUST COMPANY, as Collateral Agent (in such capacity, together with its successors and assigns, the "Collateral Agent"), and

THE LENDERS FROM TIME TO TIME PARTY THERETO (each, a "Lender" and, collectively, the "Lenders").

Reference is made to the voluntary case commenced by the Borrower under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the "Bankruptcy Code"), pending before the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, Case No. 25-01147 (the "Chapter 11 Case"), before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge (the "Bankruptcy Court").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement.

Section 1. Identification of Certifying Officer

The undersigned, Patricia Langford, in her capacity as Chief Financial Officer of Greenfield Agricultural Partners LLC (the "Borrower"), and expressly not in her individual or personal capacity, hereby delivers this Solvency Certificate (this "Certificate") in connection with the initial borrowing under the DIP Credit Agreement (the "Initial Draw") in the aggregate principal amount of Eighty Million Dollars ($80,000,000), which Initial Draw is being funded on the date hereof following entry of the Interim Order (I) Authorizing the Borrower to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 364(c)(1), 364(c)(2), 364(c)(3), and 364(d), (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief (the "Interim DIP Order") entered by the Bankruptcy Court on or about May 22, 2025.

This Certificate is delivered for the benefit of:

(a) the Administrative Agent, Ironclad Capital Partners LP;

(b) the Collateral Agent, Meridian Trust Company; and

(c) each of the Lenders under the DIP Credit Agreement, consisting of Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC.

The certifications and representations contained herein are made as of the Petition Date, May 15, 2025 (the "Certification Date"), after giving pro forma effect to (i) the Initial Draw, (ii) the roll-up of certain pre-petition ABL obligations into the DIP Facility as described herein, (iii) the payment of the closing fee and other transaction costs, and (iv) the other transactions contemplated by the DIP Credit Agreement.

Section 2. Basis of Certification

In connection with the delivery of this Certificate, the undersigned certifies that she has made such investigations, inquiries, and analyses as she has deemed necessary and appropriate to provide the certifications set forth herein. Without limiting the generality of the foregoing, the undersigned has reviewed and relied upon, among other things, the following:

(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2024, including the audited balance sheet, statement of operations, statement of members' equity, and statement of cash flows, together with the notes thereto and the independent auditors' report thereon, as prepared and audited by Holloway & Birch LLP, the Borrower's independent registered public accounting firm;

(b) Unaudited Financial Statements. The unaudited interim financial statements of the Borrower, including monthly management financial reports, balance sheets, income statements, and cash flow summaries, for the period from January 1, 2025 through the Petition Date (May 15, 2025);

(c) 13-Week DIP Budget. The Thirteen-Week Cash Flow Budget covering the period from May 15, 2025 through August 13, 2025 (the "13-Week DIP Budget"), which was prepared by the Borrower's management in coordination with Claridge Advisory Group LLC (the "Financial Advisor" or "Claridge"), the Borrower's court-approved financial advisor, and which has been filed with the Bankruptcy Court as Exhibit A to the Proposed Interim DIP Order;

(d) Appraisals and Valuation Reports. The appraisals, valuation analyses, and related reports prepared by Bellwether Valuation Services Inc. ("Bellwether") with respect to the Borrower's real property holdings, manufacturing equipment, rolling stock, agricultural inventory (including finished goods, work-in-process, and raw materials), and intellectual property (including the ClearGuard XR brand and related proprietary formulations, patents, and trade secrets);

(e) Books and Records. The financial books and records of the Borrower, including its general ledger, accounts receivable aging reports, accounts payable records, inventory reports, capital expenditure schedules, tax records, and insurance policies; and

(f) Other Information. Such other documents, records, reports, agreements, and information as the undersigned deemed relevant to the preparation and delivery of this Certificate, including internal management presentations, board materials, and operating forecasts.

In addition to the foregoing documentary review, the undersigned has consulted with the Borrower's senior management team and professional advisors, including the following individuals:

• Derek Calloway, Chief Executive Officer of the Borrower;

• Russell Teague, Chief Operating Officer of the Borrower;

• James Delacroix, Vice President, Treasury & Capital Markets of the Borrower;

• Monica Huang, General Counsel of the Borrower;

• Senior professionals at Claridge Advisory Group LLC; and

• Senior professionals at Bellwether Valuation Services Inc.

The undersigned has also relied upon representations and information provided by the Borrower's restructuring counsel and other retained professionals in the Chapter 11 Case, as applicable.

Section 3. Key Financial Data Referenced

The following summary financial data has been referenced and relied upon in connection with the preparation of this Certificate. All figures are presented as of the Petition Date (May 15, 2025), unless otherwise indicated, and are subject to the pro forma adjustments described in Section 4 below.

3.1 Pre-Petition Capital Structure

The outstanding indebtedness of the Borrower as of the Petition Date is summarized as follows:

3.2 Cash Position

Cash on hand at the Petition Date (before giving effect to the Initial Draw): $11,800,000.

3.3 DIP Facility

The DIP Credit Agreement provides for aggregate commitments of $175,000,000, of which the Initial Draw of $80,000,000 is being made on the date hereof upon entry of the Interim DIP Order. The remaining availability of $95,000,000 is subject to entry of a Final DIP Order by the Bankruptcy Court.

Pro forma for the Initial Draw, the Borrower's cash position is as follows:

Cash on hand at Petition Date: $11,800,000

Plus: Initial Draw under DIP Facility: $80,000,000

Equals: Pro forma cash (before closing fee and first-day disbursements): $91,800,000

Less: Closing fee (2.00% × $175,000,000 aggregate commitments): ($3,500,000)

Less: First-day disbursements (estimated): subject to approved budget

Equals: Net pro forma available cash: to be determined after first-day payments

3.4 Historical Financial Performance

The Borrower's key financial metrics for the most recently completed fiscal year are as follows:

• Fiscal Year 2024 Revenue: $612,400,000

• Fiscal Year 2024 EBITDA (Adjusted): $38,700,000

3.5 Estimated Enterprise Value

Based on the appraisals and valuation analyses prepared by Bellwether Valuation Services Inc., the estimated enterprise value of the Borrower on a going-concern basis, as of the Petition Date, is in the range of $280,000,000 to $340,000,000 (mid-point: $310,000,000). This valuation reflects a blended approach incorporating discounted cash flow analysis, comparable company multiples, and precedent transaction analysis, and takes into account the Borrower's current operating profile, market position, and near-term business outlook.

3.6 Operational Footprint

The Borrower maintains the following principal facilities and operational assets:

• Manufacturing Facilities:

• Cedar Falls, Iowa — 1400 Prairie Ridge Drive (corporate headquarters and primary manufacturing)

• Decatur, Illinois — 2200 Industrial Boulevard

• Jonesboro, Arkansas — 815 County Road 740

• Research & Development Farm: 4500 University Boulevard, Ames, Iowa 50010

• Distribution Network: 14 regional distribution centers located across the Midwest and Mid-South regions

• Employees: Approximately 2,300 full-time and part-time employees

Section 4. Pro Forma Adjustments and Assumptions

The certifications set forth in Section 5 of this Certificate give pro forma effect to the following transactions and assumptions:

(a) Chapter 11 Filing. The filing of the voluntary petition by the Borrower for relief under Chapter 11 of the Bankruptcy Code on May 15, 2025, and the commencement of the Chapter 11 Case (Case No. 25-01147) in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division;

(b) Interim DIP Order. The entry of the Interim DIP Order by the Bankruptcy Court on or about May 22, 2025, authorizing the Borrower to obtain postpetition financing under the DIP Credit Agreement, granting superpriority administrative expense claims, and granting priming liens and other liens on the Borrower's assets;

(d) Roll-Up. The roll-up of $20,000,000 of pre-petition ABL Revolving Credit Facility obligations into the DIP Facility, such that upon the Initial Draw, $20,000,000 of the Borrower's pre-petition ABL indebtedness is deemed refinanced by and converted into DIP obligations entitled to the superpriority and lien protections of the DIP Credit Agreement and the Interim DIP Order;

(e) Closing Fee. The payment of the closing fee in the amount of $3,500,000 (calculated as 2.00% of the $175,000,000 aggregate DIP commitments), which fee is earned upon entry of the Interim DIP Order and payable from proceeds of the Initial Draw;

(f) Superpriority Claims and Priming Liens. The granting to the DIP Lenders of (i) superpriority administrative expense claims pursuant to Section 364(c)(1) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims of any kind, and (ii) first-priority priming liens pursuant to Section 364(d) of the Bankruptcy Code on all pre-petition collateral, and first-priority liens pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code on all previously unencumbered assets of the Borrower;

(g) Adequate Protection. The provision of adequate protection to pre-petition secured lenders (including Prairie State Bank, N.A., as agent under the First Lien Term Loan and ABL Revolving Credit Facility), consisting of (i) replacement liens on all assets of the Borrower (subject and subordinate only to the DIP liens, the Carve-Out, and certain permitted liens), (ii) allowed superpriority administrative expense claims pursuant to Section 507(b) of the Bankruptcy Code (subject and subordinate only to the DIP superpriority claims and the Carve-Out), and (iii) current-pay cash interest on the pre-petition secured indebtedness at the non-default contract rate;

(h) Going-Concern Assumption. The assumption that the Borrower will continue as a going concern and will operate its business in the ordinary course of business, consistent with the 13-Week DIP Budget, the terms of the DIP Credit Agreement, and applicable orders of the Bankruptcy Court;

(i) No Avoidance Action Value. No value has been attributed to potential avoidance actions, causes of action, or recoveries under Chapter 5 of the Bankruptcy Code, including but not limited to actions arising under Sections 544 (strong-arm powers), 547 (preferences), 548 (fraudulent transfers), 549 (post-petition transfers), 550 (liability of transferee), and 553 (setoff), or under analogous state law; and

(j) No Extraordinary Events. No adjustment has been made for extraordinary, non-recurring, or unanticipated events, contingencies, or liabilities not reflected in the Borrower's books and records, the 13-Week DIP Budget, or the financial data described in Section 3 above.

Section 5. Solvency Certification — Representations

Based upon the foregoing investigations, reviews, analyses, and consultations, and subject in all respects to the qualifications and limitations set forth in Section 6 of this Certificate, the undersigned hereby certifies and represents, as of the Certification Date and after giving pro forma effect to the Initial Draw and the other transactions contemplated by the DIP Credit Agreement, as follows:

5.1 Fair Value of Assets Exceeds Total Liabilities

On a pro forma basis, after giving effect to the Initial Draw and the transactions contemplated by the DIP Credit Agreement, the fair value of the assets of the Borrower, determined on a going-concern basis, exceeds the total amount of all liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) of the Borrower.

In reaching this determination, the undersigned has considered, among other things, the following:

(a) The estimated enterprise value of the Borrower on a going-concern basis is in the range of $280,000,000 to $340,000,000, as determined by Bellwether Valuation Services Inc.;

(b) The total pre-petition indebtedness of the Borrower is approximately $489,200,000, and the DIP Facility provides for aggregate commitments of $175,000,000;

(c) The term "fair value" as used herein is determined on a going-concern basis and not on a liquidation basis. This distinction is material to the analysis. The Borrower's value as a going concern — which reflects the aggregate value of its three manufacturing facilities (Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas), its 14 regional distribution centers, its intellectual property portfolio (including the ClearGuard XR brand and related proprietary formulations, registered trademarks, patents, and trade secrets), its established customer relationships with agricultural cooperatives, distributors, and retail chains, its trained and experienced workforce of approximately 2,300 employees, and its operational infrastructure — significantly exceeds the value that would be realized in a forced liquidation scenario; and

(d) The Borrower's ability to preserve and maximize going-concern value is supported by the availability of the DIP Facility, which provides adequate liquidity to fund operations during the Chapter 11 Case, maintain key vendor and customer relationships, and pursue a value-maximizing restructuring or sale process.

5.2 Fair Salable Value of Assets Exceeds Total Liabilities

The present fair salable value of the assets of the Borrower, determined on a going-concern basis, is greater than the amount that will be required to pay the probable liability on existing debts of the Borrower as such debts become absolute and matured.

In making this determination, the undersigned has taken into account the protections afforded to the Borrower by Chapter 11 of the Bankruptcy Code, including without limitation the automatic stay imposed by Section 362 of the Bankruptcy Code, which enjoins creditor collection actions and provides the Borrower with the breathing room necessary to stabilize operations, preserve going-concern value, and pursue a comprehensive restructuring. The undersigned has also considered the availability of the DIP Facility, the 13-Week DIP Budget, and the Borrower's projected operating cash flows in reaching this determination.

5.3 Ability to Pay Debts as They Come Due

The Borrower will be able to pay its debts and other obligations, including contingent obligations and administrative expense obligations arising during the Chapter 11 Case, as they mature and come due in the ordinary course of business.

In reaching this determination, the undersigned has considered the following:

(a) The availability of borrowings under the DIP Facility, which provides for aggregate commitments of $175,000,000, consisting of the Initial Draw of $80,000,000 (available upon entry of the Interim DIP Order) and final draw availability of $95,000,000 (available upon entry of the Final DIP Order);

(b) The projected cash flows of the Borrower as reflected in the 13-Week DIP Budget, which projects ending cash of $56,750,000 at Week 13 (August 13, 2025);

(c) The ending cash balance of $56,750,000 at Week 13 significantly exceeds the minimum liquidity covenant of $15,000,000 required under the DIP Credit Agreement, providing a substantial liquidity cushion of approximately $41,750,000 above the covenant threshold;

(d) The Borrower's projected operating receipts of $129,600,000 over the 13-week budget period, reflecting seasonal demand patterns for the Borrower's crop protection and specialty agricultural chemical products; and

(e) The protections afforded by the Bankruptcy Code, including the automatic stay under Section 362 and the ability to assume, reject, or assign executory contracts and unexpired leases under Section 365, which provide the Borrower with flexibility to manage its obligations during the pendency of the Chapter 11 Case.

5.4 Not Left with Unreasonably Small Capital

The Borrower does not have unreasonably small capital with which to conduct its business as presently conducted and as proposed to be conducted following the Petition Date.

In reaching this determination, the undersigned has considered the following:

(a) The Borrower's post-funding liquidity position, including pro forma cash of $91,800,000 (before closing fee and first-day disbursements) after giving effect to the Initial Draw, with additional availability of $95,000,000 upon entry of the Final DIP Order;

(b) The Borrower's compliance, on a projected basis, with the financial covenants set forth in the DIP Credit Agreement, which include the following:

(i) Minimum Liquidity: The Borrower shall maintain minimum liquidity (defined as unrestricted cash and cash equivalents plus unused availability under the DIP Facility) of not less than $15,000,000 at all times, tested on a daily basis;

(ii) Maximum Cumulative Variance to Budget: The Borrower's cumulative actual disbursements shall not exceed 115% (i.e., a maximum negative variance of 15%) of the cumulative budgeted disbursements set forth in the 13-Week DIP Budget on a rolling four-week basis, tested weekly; and

(iii) Minimum EBITDA: The Borrower shall achieve EBITDA (as defined in the DIP Credit Agreement) of not less than negative $5,000,000 for any rolling four-week period, tested on a bi-weekly basis.

(c) The 13-Week DIP Budget demonstrates that the Borrower will have sufficient capital and liquidity to fund its ongoing operations, pay its administrative expenses, meet its adequate protection obligations, and satisfy the financial covenants under the DIP Credit Agreement throughout the budget period; and

(d) The Borrower's operational infrastructure, including its manufacturing facilities, distribution network, workforce, and customer and supplier relationships, provides a sufficient base of productive capital to support the Borrower's ongoing business operations during the Chapter 11 Case.

Section 6. Qualifications and Limitations

The certifications and representations set forth in this Certificate are subject to the following qualifications and limitations:

(a) Limited Purpose. This Certificate is delivered solely for purposes of satisfying the conditions precedent to the Initial Draw under Section 4.02(f) of the DIP Credit Agreement. This Certificate may not be relied upon by any person or entity for any other purpose, including but not limited to any purpose relating to the confirmation of a plan of reorganization, the approval of a sale under Section 363 of the Bankruptcy Code, any fraudulent transfer or conveyance litigation, or any other proceeding or transaction.

(b) No Personal Liability. This Certificate is being delivered by the undersigned solely in her capacity as Chief Financial Officer of the Borrower and not in her individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to this Certificate, the certifications and representations contained herein, or the use of this Certificate by the Administrative Agent, the Collateral Agent, any Lender, or any other person or entity.

(c) Reliance on Third-Party Professionals. The undersigned is not an expert in the fields of valuation, appraisal, or financial advisory services. In preparing this Certificate and in making the certifications and representations set forth herein, the undersigned has relied, in part, on the reports, analyses, and conclusions prepared by Bellwether Valuation Services Inc. (the Borrower's appraiser) and Claridge Advisory Group LLC (the Borrower's financial advisor). The undersigned has assumed, without independent verification, the accuracy and completeness of the information, data, and analyses provided by such professionals.

(d) Not a Solvency Opinion. This Certificate does not constitute, and shall not be construed as, a formal solvency opinion, a legal opinion, or an opinion rendered by an independent financial advisor or valuation expert. This Certificate does not constitute an opinion as to the solvency of the Borrower on a balance-sheet basis under applicable state law (including but not limited to the Iowa Uniform Fraudulent Transfer Act, Iowa Code Chapter 684, or any analogous state or federal statute) or for purposes of any fraudulent transfer or conveyance analysis under Section 548 of the Bankruptcy Code or applicable state law.

(e) Chapter 11 Qualification. The Borrower is the debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (Case No. 25-01147, United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division). This Certificate is qualified in its entirety by the existence of such proceeding and the rights, obligations, and limitations attendant thereto, including without limitation the automatic stay under Section 362 of the Bankruptcy Code, the prohibition on payments of pre-petition claims absent Bankruptcy Court authorization, and the potential for modification or impairment of claims and interests pursuant to a confirmed plan of reorganization.

(f) No Avoidance Action Value. No value has been ascribed to potential claims, causes of action, or recoveries under Chapter 5 of the Bankruptcy Code, including but not limited to actions arising under Section 544 (trustee as lien creditor and successor to certain creditors and purchasers), Section 547 (preferences), Section 548 (fraudulent transfers and obligations), Section 549 (post-petition transactions), Section 550 (liability of transferee of avoided transfer), and Section 553 (setoff), or under analogous provisions of applicable state law. Any such claims or causes of action, if they exist, could constitute assets of the Borrower's estate that would have value; however, the undersigned has not included any such value in the analysis underlying this Certificate.

(g) Date-Specific Certification. The certifications and representations herein are based solely on facts, circumstances, and conditions existing as of the Petition Date (May 15, 2025) and give pro forma effect to the Initial Draw and the other transactions described in Section 4 above. The undersigned makes no representation or certification as to the solvency of the Borrower at any other date, at any time in the future, or under any other set of assumptions, facts, or circumstances.

(h) No Liquidation Basis. This Certificate does not address, and no determination has been made with respect to, the solvency of the Borrower on a liquidation basis, under a forced-sale scenario, or under any assumption other than the going-concern assumption described herein.

(i) Inherent Uncertainty of Projections. The certifications and representations expressed herein are necessarily based in part on financial projections, forward-looking estimates, and management assumptions, all of which are inherently uncertain and subject to significant business, economic, competitive, regulatory, and market risks. Such risks include, but are not limited to:

(i) seasonal fluctuations in agricultural chemical demand and the timing of crop-planting cycles;

(ii) commodity pricing volatility affecting both input costs and product pricing;

(iii) weather conditions, including drought, excessive rainfall, early frost, and other adverse weather events, which could materially affect demand for the Borrower's products;

(iv) the outcome of the U.S. Environmental Protection Agency's pending re-registration review process for ClearGuard XR, the Borrower's flagship crop protection product, which generates approximately 28% of the Borrower's consolidated revenues;

(v) the ability of the Borrower to maintain key supplier relationships, including relationships with critical raw material suppliers, during the pendency of the Chapter 11 Case;

(vi) the ability of the Borrower to maintain key customer relationships and prevent customer attrition during the Chapter 11 Case;

(vii) general macroeconomic and industry conditions affecting the agricultural sector; and

(viii) the duration, complexity, and costs of the Chapter 11 Case.

Actual results may differ materially from the projections and estimates relied upon in this Certificate. The undersigned makes no representation or warranty as to the accuracy, completeness, or achievability of any projection, estimate, or assumption referenced herein.

Section 7. Definitions

For purposes of this Certificate, the following terms shall have the meanings set forth below. To the extent any term defined in this Section 7 is also defined in the DIP Credit Agreement, and there is any conflict between such definitions, the definition set forth in the DIP Credit Agreement shall control.

"Fair Value" means the amount at which the aggregate assets of the Borrower, taken as a whole and considered as a going concern, could be sold in an orderly transaction between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of all relevant facts, within a commercially reasonable period of time (and not in a forced liquidation or distressed sale), as determined with reference to the appraisals, valuation reports, and other analyses described in Section 2 of this Certificate. For the avoidance of doubt, Fair Value is not equivalent to book value, liquidation value, or replacement cost.

"Going-Concern Basis" means an assumption that the Borrower will continue to operate its business in the ordinary course consistent with past practices and the 13-Week DIP Budget, subject to the requirements, covenants, and limitations of the DIP Credit Agreement, the orders of the Bankruptcy Court (including the Interim DIP Order and, when entered, the Final DIP Order), and applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of the Bankruptcy Court for the Northern District of Iowa.

"Liabilities" means all debts, obligations, and liabilities of the Borrower, whether secured or unsecured, contingent or fixed, liquidated or unliquidated, matured or unmatured, disputed or undisputed, known or unknown, and whether arising under contract, statute, tort, or otherwise, including without limitation (a) all pre-petition indebtedness described in Section 3.1 of this Certificate, (b) all obligations arising under the DIP Credit Agreement and the DIP Facility (including the Initial Draw and any subsequent draws), (c) all administrative expense claims arising under Section 503(b) of the Bankruptcy Code, (d) all adequate protection obligations granted pursuant to the Interim DIP Order, (e) all priority claims arising under Section 507 of the Bankruptcy Code, and (f) all trade payables, accrued expenses, and other ordinary-course obligations of the Borrower; provided, however, that "Liabilities" shall not include potential liability arising from avoidance actions or causes of action under Chapter 5 of the Bankruptcy Code (including Sections 544, 547, 548, 549, 550, and 553) or analogous provisions of applicable state law, which have been excluded from the analysis underlying this Certificate as described in Section 4(i) and Section 6(f) above.

Section 8. Certification and Signature

IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of the date first set forth below.

Date: May 22, 2025

GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company

By: ________

Name: Patricia Langford

Title: Chief Financial Officer

Address:

1400 Prairie Ridge Drive Cedar Falls, Iowa 50613 Telephone: (319) 555-0142

Email: plangford@greenfieldagpartners.com

Date: May 22, 2025

This Solvency Certificate is delivered solely in connection with the DIP Credit Agreement and the Initial Draw thereunder. It is not intended to, and does not, confer any rights or remedies upon any person or entity other than the Administrative Agent, the Collateral Agent, and the Lenders under the DIP Credit Agreement. The undersigned delivers this Certificate solely in her capacity as Chief Financial Officer of the Borrower and assumes no personal liability in connection herewith.

EXHIBIT A

Reference to 13-Week DIP Budget

(May 15, 2025 — August 13, 2025)

The 13-Week DIP Budget referenced throughout this Solvency Certificate has been filed with the Bankruptcy Court as Exhibit A to the Proposed Interim Order (I) Authorizing the Borrower to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 364(c)(1), 364(c)(2), 364(c)(3), and 364(d), (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief, filed in Case No. 25-01147 (N.D. Iowa, Cedar Rapids Division). The 13-Week DIP Budget is incorporated herein by reference. A summary reconciliation of the 13-Week DIP Budget is set forth below.

Summary Cash Flow Reconciliation

Covenant Compliance Summary (Projected)

Note: The 13-Week DIP Budget is a forward-looking projection prepared by the Borrower's management in coordination with Claridge Advisory Group LLC. Actual results may differ materially from the projections set forth in the 13-Week DIP Budget. The 13-Week DIP Budget is subject to periodic updates and revisions in accordance with the requirements of the DIP Credit Agreement. The summary set forth above is provided for convenience only and is qualified in its entirety by the full 13-Week DIP Budget filed with the Bankruptcy Court.

[END OF SOLVENCY CERTIFICATE]

Obligation	Outstanding Amount	Agent / Trustee	Rate	Maturity	Notes
First Lien Term Loan	$310,000,000	Prairie State Bank, N.A.	SOFR + 450 bps	November 2026	Original closing November 2021
ABL Revolving Credit Facility	$72,300,000 drawn ($95,000,000 committed)	Prairie State Bank, N.A.	SOFR + 275 bps	May 2026	Participating banks: Hawthorn National Bank; Northland Savings Bank, F.S.B.
Senior Unsecured Notes	$84,200,000	Meridian Trust Company (Indenture Trustee)	9.50% fixed	March 2027	—
Trade and Other Unsecured Claims	~$22,700,000	N/A	N/A	Various	Estimated; subject to claims reconciliation
Total Pre-Petition Debt	$489,200,000
Line Item	Amount
Opening Cash (Petition Date — May 15, 2025)	$11,800,000
Add: Initial Draw — DIP Facility (Interim)	$80,000,000
Pro Forma Cash (Post-Initial Draw)	$91,800,000

Cash Inflows (Weeks 1–13):

Operating Receipts (Collections on Accounts Receivable, Cash Sales)	$129,600,000
Total Cash Inflows	$129,600,000

Cash Outflows (Weeks 1–13):

Operating Disbursements (Payroll, Raw Materials, Utilities, Insurance, SG&A, Other)	($133,900,000)
Restructuring Professional Fees (Debtors' Counsel, Financial Advisor, Other Professionals)	($16,100,000)
Debt Service / Adequate Protection Payments (Current-Pay Interest to Pre-Petition Secured Lenders; DIP Interest)	($11,050,000)
Capital Expenditures (Maintenance CapEx Only)	($3,600,000)
Total Cash Outflows	($164,650,000)
Net Cash Flow (Weeks 1–13)	($35,050,000)
Closing Fee (2.00% × $175,000,000)	($3,500,000)
Ending Cash (Week 13 — August 13, 2025)	$56,750,000
Financial Covenant	Required	Projected (Week 13)	Compliance
Minimum Liquidity	$15,000,000 (at all times)	$56,750,000	In Compliance
Maximum Cumulative Variance to Budget (Rolling 4-Week Disbursements)	≤ 115% of Budget	N/A — Actual performance to be tested weekly	To be determined
Minimum EBITDA (Rolling 4-Week)	≥ ($5,000,000)	Projected compliant per 13-Week DIP Budget	To be determined

SOLVENCY CERTIFICATE
(As of the Petition Date — Limited)
Delivered pursuant to Section 4.02(f) of the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among:
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Borrower"),
IRONCLAD CAPITAL PARTNERS LP, as Administrative Agent (in such capacity, together with its successors and assigns, the "Administrative Agent"),
MERIDIAN TRUST COMPANY, as Collateral Agent (in such capacity, together with its successors and assigns, the "Collateral Agent"), and
THE LENDERS FROM TIME TO TIME PARTY THERETO (each, a "Lender" and, collectively, the "Lenders").
Reference is made to the voluntary case commenced by the Borrower under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the "Bankruptcy Code"), pending before the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, Case No. 25-01147 (the "Chapter 11 Case"), before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge (the "Bankruptcy Court").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement.
Section 1. Identification of Certifying Officer
The undersigned, Patricia Langford, in her capacity as Chief Financial Officer of Greenfield Agricultural Partners LLC (the "Borrower"), and expressly not in her individual or personal capacity, hereby delivers this Solvency Certificate (this "Certificate") in connection with the initial borrowing under the DIP Credit Agreement (the "Initial Draw") in the aggregate principal amount of Eighty Million Dollars ($80,000,000), which Initial Draw is being funded on the date hereof following entry of the Interim Order (I) Authorizing the Borrower to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 364(c)(1), 364(c)(2), 364(c)(3), and 364(d), (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief (the "Interim DIP Order") entered by the Bankruptcy Court on or about May 22, 2025.
This Certificate is delivered for the benefit of:
(a) the Administrative Agent, Ironclad Capital Partners LP;
(b) the Collateral Agent, Meridian Trust Company; and
(c) each of the Lenders under the DIP Credit Agreement, consisting of Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC.
The certifications and representations contained herein are made as of the Petition Date, May 15, 2025 (the "Certification Date"), after giving pro forma effect to (i) the Initial Draw, (ii) the roll-up of certain pre-petition ABL obligations into the DIP Facility as described herein, (iii) the payment of the closing fee and other transaction costs, and (iv) the other transactions contemplated by the DIP Credit Agreement.
Section 2. Basis of Certification
In connection with the delivery of this Certificate, the undersigned certifies that she has made such investigations, inquiries, and analyses as she has deemed necessary and appropriate to provide the certifications set forth herein. Without limiting the generality of the foregoing, the undersigned has reviewed and relied upon, among other things, the following:
(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2024, including the audited balance sheet, statement of operations, statement of members' equity, and statement of cash flows, together with the notes thereto and the independent auditors' report thereon, as prepared and audited by Holloway & Birch LLP, the Borrower's independent registered public accounting firm;
(b) Unaudited Financial Statements. The unaudited interim financial statements of the Borrower, including monthly management financial reports, balance sheets, income statements, and cash flow summaries, for the period from January 1, 2025 through the Petition Date (May 15, 2025);
(c) 13-Week DIP Budget. The Thirteen-Week Cash Flow Budget covering the period from May 15, 2025 through August 13, 2025 (the "13-Week DIP Budget"), which was prepared by the Borrower's management in coordination with Claridge Advisory Group LLC (the "Financial Advisor" or "Claridge"), the Borrower's court-approved financial advisor, and which has been filed with the Bankruptcy Court as Exhibit A to the Proposed Interim DIP Order;
(d) Appraisals and Valuation Reports. The appraisals, valuation analyses, and related reports prepared by Bellwether Valuation Services Inc. ("Bellwether") with respect to the Borrower's real property holdings, manufacturing equipment, rolling stock, agricultural inventory (including finished goods, work-in-process, and raw materials), and intellectual property (including the ClearGuard XR brand and related proprietary formulations, patents, and trade secrets);
(e) Books and Records. The financial books and records of the Borrower, including its general ledger, accounts receivable aging reports, accounts payable records, inventory reports, capital expenditure schedules, tax records, and insurance policies; and
(f) Other Information. Such other documents, records, reports, agreements, and information as the undersigned deemed relevant to the preparation and delivery of this Certificate, including internal management presentations, board materials, and operating forecasts.
In addition to the foregoing documentary review, the undersigned has consulted with the Borrower's senior management team and professional advisors, including the following individuals:
•  Derek Calloway, Chief Executive Officer of the Borrower;
•  Russell Teague, Chief Operating Officer of the Borrower;
•  James Delacroix, Vice President, Treasury & Capital Markets of the Borrower;
•  Monica Huang, General Counsel of the Borrower;
•  Senior professionals at Claridge Advisory Group LLC; and
•  Senior professionals at Bellwether Valuation Services Inc.
The undersigned has also relied upon representations and information provided by the Borrower's restructuring counsel and other retained professionals in the Chapter 11 Case, as applicable.
Section 3. Key Financial Data Referenced
The following summary financial data has been referenced and relied upon in connection with the preparation of this Certificate. All figures are presented as of the Petition Date (May 15, 2025), unless otherwise indicated, and are subject to the pro forma adjustments described in Section 4 below.
3.1 Pre-Petition Capital Structure
The outstanding indebtedness of the Borrower as of the Petition Date is summarized as follows:
3.2 Cash Position
Cash on hand at the Petition Date (before giving effect to the Initial Draw): $11,800,000.
3.3 DIP Facility
The DIP Credit Agreement provides for aggregate commitments of $175,000,000, of which the Initial Draw of $80,000,000 is being made on the date hereof upon entry of the Interim DIP Order. The remaining availability of $95,000,000 is subject to entry of a Final DIP Order by the Bankruptcy Court.
Pro forma for the Initial Draw, the Borrower's cash position is as follows:
Cash on hand at Petition Date: $11,800,000
Plus: Initial Draw under DIP Facility: $80,000,000
Equals: Pro forma cash (before closing fee and first-day disbursements): $91,800,000
Less: Closing fee (2.00% × $175,000,000 aggregate commitments): ($3,500,000)
Less: First-day disbursements (estimated): subject to approved budget
Equals: Net pro forma available cash: to be determined after first-day payments
3.4 Historical Financial Performance
The Borrower's key financial metrics for the most recently completed fiscal year are as follows:
•  Fiscal Year 2024 Revenue: $612,400,000
•  Fiscal Year 2024 EBITDA (Adjusted): $38,700,000
3.5 Estimated Enterprise Value
Based on the appraisals and valuation analyses prepared by Bellwether Valuation Services Inc., the estimated enterprise value of the Borrower on a going-concern basis, as of the Petition Date, is in the range of $280,000,000 to $340,000,000 (mid-point: $310,000,000). This valuation reflects a blended approach incorporating discounted cash flow analysis, comparable company multiples, and precedent transaction analysis, and takes into account the Borrower's current operating profile, market position, and near-term business outlook.
3.6 Operational Footprint
The Borrower maintains the following principal facilities and operational assets:
•  Manufacturing Facilities:
•  Cedar Falls, Iowa — 1400 Prairie Ridge Drive (corporate headquarters and primary manufacturing)
•  Decatur, Illinois — 2200 Industrial Boulevard
•  Jonesboro, Arkansas — 815 County Road 740
•  Research & Development Farm: 4500 University Boulevard, Ames, Iowa 50010
•  Distribution Network: 14 regional distribution centers located across the Midwest and Mid-South regions
•  Employees: Approximately 2,300 full-time and part-time employees
Section 4. Pro Forma Adjustments and Assumptions
The certifications set forth in Section 5 of this Certificate give pro forma effect to the following transactions and assumptions:
(a) Chapter 11 Filing. The filing of the voluntary petition by the Borrower for relief under Chapter 11 of the Bankruptcy Code on May 15, 2025, and the commencement of the Chapter 11 Case (Case No. 25-01147) in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division;
(b) Interim DIP Order. The entry of the Interim DIP Order by the Bankruptcy Court on or about May 22, 2025, authorizing the Borrower to obtain postpetition financing under the DIP Credit Agreement, granting superpriority administrative expense claims, and granting priming liens and other liens on the Borrower's assets;
(c) Initial Draw. The Initial Draw of $80,000,000 under the DIP Facility on the date hereof;
(d) Roll-Up. The roll-up of $20,000,000 of pre-petition ABL Revolving Credit Facility obligations into the DIP Facility, such that upon the Initial Draw, $20,000,000 of the Borrower's pre-petition ABL indebtedness is deemed refinanced by and converted into DIP obligations entitled to the superpriority and lien protections of the DIP Credit Agreement and the Interim DIP Order;
(e) Closing Fee. The payment of the closing fee in the amount of $3,500,000 (calculated as 2.00% of the $175,000,000 aggregate DIP commitments), which fee is earned upon entry of the Interim DIP Order and payable from proceeds of the Initial Draw;
(f) Superpriority Claims and Priming Liens. The granting to the DIP Lenders of (i) superpriority administrative expense claims pursuant to Section 364(c)(1) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims of any kind, and (ii) first-priority priming liens pursuant to Section 364(d) of the Bankruptcy Code on all pre-petition collateral, and first-priority liens pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code on all previously unencumbered assets of the Borrower;
(g) Adequate Protection. The provision of adequate protection to pre-petition secured lenders (including Prairie State Bank, N.A., as agent under the First Lien Term Loan and ABL Revolving Credit Facility), consisting of (i) replacement liens on all assets of the Borrower (subject and subordinate only to the DIP liens, the Carve-Out, and certain permitted liens), (ii) allowed superpriority administrative expense claims pursuant to Section 507(b) of the Bankruptcy Code (subject and subordinate only to the DIP superpriority claims and the Carve-Out), and (iii) current-pay cash interest on the pre-petition secured indebtedness at the non-default contract rate;
(h) Going-Concern Assumption. The assumption that the Borrower will continue as a going concern and will operate its business in the ordinary course of business, consistent with the 13-Week DIP Budget, the terms of the DIP Credit Agreement, and applicable orders of the Bankruptcy Court;
(i) No Avoidance Action Value. No value has been attributed to potential avoidance actions, causes of action, or recoveries under Chapter 5 of the Bankruptcy Code, including but not limited to actions arising under Sections 544 (strong-arm powers), 547 (preferences), 548 (fraudulent transfers), 549 (post-petition transfers), 550 (liability of transferee), and 553 (setoff), or under analogous state law; and
(j) No Extraordinary Events. No adjustment has been made for extraordinary, non-recurring, or unanticipated events, contingencies, or liabilities not reflected in the Borrower's books and records, the 13-Week DIP Budget, or the financial data described in Section 3 above.
Section 5. Solvency Certification — Representations
Based upon the foregoing investigations, reviews, analyses, and consultations, and subject in all respects to the qualifications and limitations set forth in Section 6 of this Certificate, the undersigned hereby certifies and represents, as of the Certification Date and after giving pro forma effect to the Initial Draw and the other transactions contemplated by the DIP Credit Agreement, as follows:
5.1 Fair Value of Assets Exceeds Total Liabilities
On a pro forma basis, after giving effect to the Initial Draw and the transactions contemplated by the DIP Credit Agreement, the fair value of the assets of the Borrower, determined on a going-concern basis, exceeds the total amount of all liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) of the Borrower.
In reaching this determination, the undersigned has considered, among other things, the following:
(a) The estimated enterprise value of the Borrower on a going-concern basis is in the range of $280,000,000 to $340,000,000, as determined by Bellwether Valuation Services Inc.;
(b) The total pre-petition indebtedness of the Borrower is approximately $489,200,000, and the DIP Facility provides for aggregate commitments of $175,000,000;
(c) The term "fair value" as used herein is determined on a going-concern basis and not on a liquidation basis. This distinction is material to the analysis. The Borrower's value as a going concern — which reflects the aggregate value of its three manufacturing facilities (Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas), its 14 regional distribution centers, its intellectual property portfolio (including the ClearGuard XR brand and related proprietary formulations, registered trademarks, patents, and trade secrets), its established customer relationships with agricultural cooperatives, distributors, and retail chains, its trained and experienced workforce of approximately 2,300 employees, and its operational infrastructure — significantly exceeds the value that would be realized in a forced liquidation scenario; and
(d) The Borrower's ability to preserve and maximize going-concern value is supported by the availability of the DIP Facility, which provides adequate liquidity to fund operations during the Chapter 11 Case, maintain key vendor and customer relationships, and pursue a value-maximizing restructuring or sale process.
5.2 Fair Salable Value of Assets Exceeds Total Liabilities
The present fair salable value of the assets of the Borrower, determined on a going-concern basis, is greater than the amount that will be required to pay the probable liability on existing debts of the Borrower as such debts become absolute and matured.
In making this determination, the undersigned has taken into account the protections afforded to the Borrower by Chapter 11 of the Bankruptcy Code, including without limitation the automatic stay imposed by Section 362 of the Bankruptcy Code, which enjoins creditor collection actions and provides the Borrower with the breathing room necessary to stabilize operations, preserve going-concern value, and pursue a comprehensive restructuring. The undersigned has also considered the availability of the DIP Facility, the 13-Week DIP Budget, and the Borrower's projected operating cash flows in reaching this determination.
5.3 Ability to Pay Debts as They Come Due
The Borrower will be able to pay its debts and other obligations, including contingent obligations and administrative expense obligations arising during the Chapter 11 Case, as they mature and come due in the ordinary course of business.
In reaching this determination, the undersigned has considered the following:
(a) The availability of borrowings under the DIP Facility, which provides for aggregate commitments of $175,000,000, consisting of the Initial Draw of $80,000,000 (available upon entry of the Interim DIP Order) and final draw availability of $95,000,000 (available upon entry of the Final DIP Order);
(b) The projected cash flows of the Borrower as reflected in the 13-Week DIP Budget, which projects ending cash of $56,750,000 at Week 13 (August 13, 2025);
(c) The ending cash balance of $56,750,000 at Week 13 significantly exceeds the minimum liquidity covenant of $15,000,000 required under the DIP Credit Agreement, providing a substantial liquidity cushion of approximately $41,750,000 above the covenant threshold;
(d) The Borrower's projected operating receipts of $129,600,000 over the 13-week budget period, reflecting seasonal demand patterns for the Borrower's crop protection and specialty agricultural chemical products; and
(e) The protections afforded by the Bankruptcy Code, including the automatic stay under Section 362 and the ability to assume, reject, or assign executory contracts and unexpired leases under Section 365, which provide the Borrower with flexibility to manage its obligations during the pendency of the Chapter 11 Case.
5.4 Not Left with Unreasonably Small Capital
The Borrower does not have unreasonably small capital with which to conduct its business as presently conducted and as proposed to be conducted following the Petition Date.
In reaching this determination, the undersigned has considered the following:
(a) The Borrower's post-funding liquidity position, including pro forma cash of $91,800,000 (before closing fee and first-day disbursements) after giving effect to the Initial Draw, with additional availability of $95,000,000 upon entry of the Final DIP Order;
(b) The Borrower's compliance, on a projected basis, with the financial covenants set forth in the DIP Credit Agreement, which include the following:
(i) Minimum Liquidity: The Borrower shall maintain minimum liquidity (defined as unrestricted cash and cash equivalents plus unused availability under the DIP Facility) of not less than $15,000,000 at all times, tested on a daily basis;
(ii) Maximum Cumulative Variance to Budget: The Borrower's cumulative actual disbursements shall not exceed 115% (i.e., a maximum negative variance of 15%) of the cumulative budgeted disbursements set forth in the 13-Week DIP Budget on a rolling four-week basis, tested weekly; and
(iii) Minimum EBITDA: The Borrower shall achieve EBITDA (as defined in the DIP Credit Agreement) of not less than negative $5,000,000 for any rolling four-week period, tested on a bi-weekly basis.
(c) The 13-Week DIP Budget demonstrates that the Borrower will have sufficient capital and liquidity to fund its ongoing operations, pay its administrative expenses, meet its adequate protection obligations, and satisfy the financial covenants under the DIP Credit Agreement throughout the budget period; and
(d) The Borrower's operational infrastructure, including its manufacturing facilities, distribution network, workforce, and customer and supplier relationships, provides a sufficient base of productive capital to support the Borrower's ongoing business operations during the Chapter 11 Case.
Section 6. Qualifications and Limitations
The certifications and representations set forth in this Certificate are subject to the following qualifications and limitations:
(a) Limited Purpose. This Certificate is delivered solely for purposes of satisfying the conditions precedent to the Initial Draw under Section 4.02(f) of the DIP Credit Agreement. This Certificate may not be relied upon by any person or entity for any other purpose, including but not limited to any purpose relating to the confirmation of a plan of reorganization, the approval of a sale under Section 363 of the Bankruptcy Code, any fraudulent transfer or conveyance litigation, or any other proceeding or transaction.
(b) No Personal Liability. This Certificate is being delivered by the undersigned solely in her capacity as Chief Financial Officer of the Borrower and not in her individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to this Certificate, the certifications and representations contained herein, or the use of this Certificate by the Administrative Agent, the Collateral Agent, any Lender, or any other person or entity.
(c) Reliance on Third-Party Professionals. The undersigned is not an expert in the fields of valuation, appraisal, or financial advisory services. In preparing this Certificate and in making the certifications and representations set forth herein, the undersigned has relied, in part, on the reports, analyses, and conclusions prepared by Bellwether Valuation Services Inc. (the Borrower's appraiser) and Claridge Advisory Group LLC (the Borrower's financial advisor). The undersigned has assumed, without independent verification, the accuracy and completeness of the information, data, and analyses provided by such professionals.
(d) Not a Solvency Opinion. This Certificate does not constitute, and shall not be construed as, a formal solvency opinion, a legal opinion, or an opinion rendered by an independent financial advisor or valuation expert. This Certificate does not constitute an opinion as to the solvency of the Borrower on a balance-sheet basis under applicable state law (including but not limited to the Iowa Uniform Fraudulent Transfer Act, Iowa Code Chapter 684, or any analogous state or federal statute) or for purposes of any fraudulent transfer or conveyance analysis under Section 548 of the Bankruptcy Code or applicable state law.
(e) Chapter 11 Qualification. The Borrower is the debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (Case No. 25-01147, United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division). This Certificate is qualified in its entirety by the existence of such proceeding and the rights, obligations, and limitations attendant thereto, including without limitation the automatic stay under Section 362 of the Bankruptcy Code, the prohibition on payments of pre-petition claims absent Bankruptcy Court authorization, and the potential for modification or impairment of claims and interests pursuant to a confirmed plan of reorganization.
(f) No Avoidance Action Value. No value has been ascribed to potential claims, causes of action, or recoveries under Chapter 5 of the Bankruptcy Code, including but not limited to actions arising under Section 544 (trustee as lien creditor and successor to certain creditors and purchasers), Section 547 (preferences), Section 548 (fraudulent transfers and obligations), Section 549 (post-petition transactions), Section 550 (liability of transferee of avoided transfer), and Section 553 (setoff), or under analogous provisions of applicable state law. Any such claims or causes of action, if they exist, could constitute assets of the Borrower's estate that would have value; however, the undersigned has not included any such value in the analysis underlying this Certificate.
(g) Date-Specific Certification. The certifications and representations herein are based solely on facts, circumstances, and conditions existing as of the Petition Date (May 15, 2025) and give pro forma effect to the Initial Draw and the other transactions described in Section 4 above. The undersigned makes no representation or certification as to the solvency of the Borrower at any other date, at any time in the future, or under any other set of assumptions, facts, or circumstances.
(h) No Liquidation Basis. This Certificate does not address, and no determination has been made with respect to, the solvency of the Borrower on a liquidation basis, under a forced-sale scenario, or under any assumption other than the going-concern assumption described herein.
(i) Inherent Uncertainty of Projections. The certifications and representations expressed herein are necessarily based in part on financial projections, forward-looking estimates, and management assumptions, all of which are inherently uncertain and subject to significant business, economic, competitive, regulatory, and market risks. Such risks include, but are not limited to:
(i) seasonal fluctuations in agricultural chemical demand and the timing of crop-planting cycles;
(ii) commodity pricing volatility affecting both input costs and product pricing;
(iii) weather conditions, including drought, excessive rainfall, early frost, and other adverse weather events, which could materially affect demand for the Borrower's products;
(iv) the outcome of the U.S. Environmental Protection Agency's pending re-registration review process for ClearGuard XR, the Borrower's flagship crop protection product, which generates approximately 28% of the Borrower's consolidated revenues;
(v) the ability of the Borrower to maintain key supplier relationships, including relationships with critical raw material suppliers, during the pendency of the Chapter 11 Case;
(vi) the ability of the Borrower to maintain key customer relationships and prevent customer attrition during the Chapter 11 Case;
(vii) general macroeconomic and industry conditions affecting the agricultural sector; and
(viii) the duration, complexity, and costs of the Chapter 11 Case.
Actual results may differ materially from the projections and estimates relied upon in this Certificate. The undersigned makes no representation or warranty as to the accuracy, completeness, or achievability of any projection, estimate, or assumption referenced herein.
Section 7. Definitions
For purposes of this Certificate, the following terms shall have the meanings set forth below. To the extent any term defined in this Section 7 is also defined in the DIP Credit Agreement, and there is any conflict between such definitions, the definition set forth in the DIP Credit Agreement shall control.
"Fair Value" means the amount at which the aggregate assets of the Borrower, taken as a whole and considered as a going concern, could be sold in an orderly transaction between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of all relevant facts, within a commercially reasonable period of time (and not in a forced liquidation or distressed sale), as determined with reference to the appraisals, valuation reports, and other analyses described in Section 2 of this Certificate. For the avoidance of doubt, Fair Value is not equivalent to book value, liquidation value, or replacement cost.
"Going-Concern Basis" means an assumption that the Borrower will continue to operate its business in the ordinary course consistent with past practices and the 13-Week DIP Budget, subject to the requirements, covenants, and limitations of the DIP Credit Agreement, the orders of the Bankruptcy Court (including the Interim DIP Order and, when entered, the Final DIP Order), and applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of the Bankruptcy Court for the Northern District of Iowa.
"Liabilities" means all debts, obligations, and liabilities of the Borrower, whether secured or unsecured, contingent or fixed, liquidated or unliquidated, matured or unmatured, disputed or undisputed, known or unknown, and whether arising under contract, statute, tort, or otherwise, including without limitation (a) all pre-petition indebtedness described in Section 3.1 of this Certificate, (b) all obligations arising under the DIP Credit Agreement and the DIP Facility (including the Initial Draw and any subsequent draws), (c) all administrative expense claims arising under Section 503(b) of the Bankruptcy Code, (d) all adequate protection obligations granted pursuant to the Interim DIP Order, (e) all priority claims arising under Section 507 of the Bankruptcy Code, and (f) all trade payables, accrued expenses, and other ordinary-course obligations of the Borrower; provided, however, that "Liabilities" shall not include potential liability arising from avoidance actions or causes of action under Chapter 5 of the Bankruptcy Code (including Sections 544, 547, 548, 549, 550, and 553) or analogous provisions of applicable state law, which have been excluded from the analysis underlying this Certificate as described in Section 4(i) and Section 6(f) above.
Section 8. Certification and Signature
IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of the date first set forth below.
Date: May 22, 2025
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company
By: ________
Name: Patricia Langford
Title: Chief Financial Officer
Address:
1400 Prairie Ridge Drive Cedar Falls, Iowa 50613 Telephone: (319) 555-0142
Email: plangford@greenfieldagpartners.com
Date: May 22, 2025
This Solvency Certificate is delivered solely in connection with the DIP Credit Agreement and the Initial Draw thereunder. It is not intended to, and does not, confer any rights or remedies upon any person or entity other than the Administrative Agent, the Collateral Agent, and the Lenders under the DIP Credit Agreement. The undersigned delivers this Certificate solely in her capacity as Chief Financial Officer of the Borrower and assumes no personal liability in connection herewith.
EXHIBIT A
Reference to 13-Week DIP Budget
(May 15, 2025 — August 13, 2025)
The 13-Week DIP Budget referenced throughout this Solvency Certificate has been filed with the Bankruptcy Court as Exhibit A to the Proposed Interim Order (I) Authorizing the Borrower to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 364(c)(1), 364(c)(2), 364(c)(3), and 364(d), (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief, filed in Case No. 25-01147 (N.D. Iowa, Cedar Rapids Division). The 13-Week DIP Budget is incorporated herein by reference. A summary reconciliation of the 13-Week DIP Budget is set forth below.
Summary Cash Flow Reconciliation
Covenant Compliance Summary (Projected)
Note: The 13-Week DIP Budget is a forward-looking projection prepared by the Borrower's management in coordination with Claridge Advisory Group LLC. Actual results may differ materially from the projections set forth in the 13-Week DIP Budget. The 13-Week DIP Budget is subject to periodic updates and revisions in accordance with the requirements of the DIP Credit Agreement. The summary set forth above is provided for convenience only and is qualified in its entirety by the full 13-Week DIP Budget filed with the Bankruptcy Court.
[END OF SOLVENCY CERTIFICATE]
Obligation | Outstanding Amount | Agent / Trustee | Rate | Maturity | Notes
First Lien Term Loan | $310,000,000 | Prairie State Bank, N.A. | SOFR + 450 bps | November 2026 | Original closing November 2021
ABL Revolving Credit Facility | $72,300,000 drawn ($95,000,000 committed) | Prairie State Bank, N.A. | SOFR + 275 bps | May 2026 | Participating banks: Hawthorn National Bank; Northland Savings Bank, F.S.B.
Senior Unsecured Notes | $84,200,000 | Meridian Trust Company (Indenture Trustee) | 9.50% fixed | March 2027 | —
Trade and Other Unsecured Claims | ~$22,700,000 | N/A | N/A | Various | Estimated; subject to claims reconciliation
Total Pre-Petition Debt | $489,200,000
Line Item | Amount
Opening Cash (Petition Date — May 15, 2025) | $11,800,000
Add: Initial Draw — DIP Facility (Interim) | $80,000,000
Pro Forma Cash (Post-Initial Draw) | $91,800,000
Cash Inflows (Weeks 1–13):
Operating Receipts (Collections on Accounts Receivable, Cash Sales) | $129,600,000
Total Cash Inflows | $129,600,000
Cash Outflows (Weeks 1–13):
Operating Disbursements (Payroll, Raw Materials, Utilities, Insurance, SG&A, Other) | ($133,900,000)
Restructuring Professional Fees (Debtors' Counsel, Financial Advisor, Other Professionals) | ($16,100,000)
Debt Service / Adequate Protection Payments (Current-Pay Interest to Pre-Petition Secured Lenders; DIP Interest) | ($11,050,000)
Capital Expenditures (Maintenance CapEx Only) | ($3,600,000)
Total Cash Outflows | ($164,650,000)
Net Cash Flow (Weeks 1–13) | ($35,050,000)
Closing Fee (2.00% × $175,000,000) | ($3,500,000)
Ending Cash (Week 13 — August 13, 2025) | $56,750,000
Financial Covenant | Required | Projected (Week 13) | Compliance
Minimum Liquidity | $15,000,000 (at all times) | $56,750,000 | In Compliance
Maximum Cumulative Variance to Budget (Rolling 4-Week Disbursements) | ≤ 115% of Budget | N/A — Actual performance to be tested weekly | To be determined
Minimum EBITDA (Rolling 4-Week) | ≥ ($5,000,000) | Projected compliant per 13-Week DIP Budget | To be determined

SOLVENCY CERTIFICATE

EXHIBIT A

Record

Parties

Dates

Amounts