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SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

Principal Amount: $100,000,000.00

Date: May 22, 2025

New York, New York

This Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note (this "Note") is issued pursuant to that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company, as Borrower, Ironclad Capital Partners LP, a Delaware limited partnership, as Administrative Agent, the Lenders party thereto from time to time, and Meridian Trust Company, a New York trust company, as Collateral Agent.

FOR VALUE RECEIVED, the undersigned, GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as debtor and debtor-in-possession in Case No. 25-01147 pending in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court"), hereby promises to pay to the order of IRONCLAD CAPITAL PARTNERS LP, a Delaware limited partnership (the "Lender"), at the office of the Administrative Agent at 600 Lexington Avenue, 34th Floor, New York, New York 10022, or at such other place as the Administrative Agent may designate in writing, the principal sum of ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00), or such lesser amount as may be outstanding from time to time under the Credit Agreement, together with interest thereon as set forth herein and in the Credit Agreement.

This Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement and the Orders (as defined in the Credit Agreement). The Lender and any holder of this Note are entitled to the benefits of, and are bound by, the Credit Agreement and the Security Documents referenced therein. This Note is secured by the Collateral described in the Credit Agreement and the Security Documents and is entitled to superpriority administrative expense claim status in accordance with the terms of the Credit Agreement and the Orders.

Section 1. Definitions; Terms.

1.1 All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. The rules of construction and interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Note, mutatis mutandis.

1.2 For purposes of this Note, the following terms shall have the meanings set forth below or cross-referenced to the Credit Agreement:

(a) "Administrative Agent" means Ironclad Capital Partners LP, in its capacity as administrative agent for the Lenders under the Credit Agreement, and its successors and assigns in such capacity.

(b) "Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, as debtor and debtor-in-possession in the Bankruptcy Case.

(c) "Bankruptcy Case" means the case commenced by the Borrower under Chapter 11 of the Bankruptcy Code, bearing Case No. 25-01147, pending before the Bankruptcy Court.

(d) "Collateral Agent" means Meridian Trust Company, a New York trust company, in its capacity as collateral agent for the Secured Parties under the Credit Agreement and the Security Documents, and its successors and assigns in such capacity.

(e) "Credit Agreement" means the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025, among the Borrower, the Administrative Agent, the Lenders, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

(f) "DIP Facility" means the $175,000,000 senior secured superpriority revolving credit facility established under the Credit Agreement for the benefit of the Borrower.

(g) "Final Order" has the meaning ascribed to such term in the Credit Agreement.

(h) "Interim Order" has the meaning ascribed to such term in the Credit Agreement.

(i) "Orders" means, collectively, the Interim Order and the Final Order.

(j) "Petition Date" means May 15, 2025, the date on which the Borrower commenced the Bankruptcy Case by the filing of a voluntary petition for relief under Chapter 11 of the Bankruptcy Code.

1.3 This Note evidences Revolving Loans made by the Lender to the Borrower pursuant to Section 2.01 of the Credit Agreement and constitutes a "Note" as defined and described in the Credit Agreement. This Note supersedes any other promissory note or notes heretofore delivered by the Borrower to the Lender with respect to the DIP Facility.

1.4 The Lender's Commitment under the Credit Agreement is $100,000,000.00, representing fifty-seven and 14/100 percent (57.14%) of the aggregate Commitments of $175,000,000.00 under the Credit Agreement. All references herein to the Lender's "pro rata share" shall mean 57.14% of the applicable aggregate amount, calculated in accordance with Section 2.16 of the Credit Agreement.

Section 2. Principal.

2.1 Promise to Pay. The Borrower hereby unconditionally promises to pay to the order of the Lender the aggregate unpaid principal amount of each Revolving Loan made by the Lender to the Borrower pursuant to the Credit Agreement, on the dates and in the amounts specified in the Credit Agreement, and in any event no later than the Maturity Date (as defined in Section 4.2 hereof). Each Revolving Loan shall be made, and each repayment and reborrowing shall occur, in accordance with the terms and conditions of the Credit Agreement.

2.2 Maximum Outstanding Principal. The aggregate unpaid principal amount of Revolving Loans evidenced by this Note shall not at any time exceed ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00). Any Revolving Loan made by the Lender that would cause the aggregate outstanding principal balance of this Note to exceed such amount shall not be evidenced by this Note unless and until additional Commitments are made in accordance with the terms of the Credit Agreement and the Orders.

2.3 Interim Draw Availability. Upon entry of the Interim Order by the Bankruptcy Court on May 22, 2025, the Borrower shall be authorized to borrow up to an aggregate principal amount of $80,000,000.00 under the DIP Facility (the "Interim Borrowing Limit"). The Lender's pro rata share of the Interim Borrowing Limit is $80,000,000.00 multiplied by 57.14%, equaling approximately $45,714,286.00 (subject to rounding in accordance with the Credit Agreement). Revolving Loans made by the Lender up to such pro rata share may be drawn by the Borrower upon satisfaction of the conditions precedent set forth in Section 4.01 of the Credit Agreement, including but not limited to delivery of an executed Borrowing Request, accuracy of representations and warranties, absence of any Default or Event of Default, and compliance with the Approved Budget.

2.4 Final Draw Availability. Upon entry of the Final Order by the Bankruptcy Court, the Borrower shall be authorized to borrow up to the full aggregate principal amount of $175,000,000.00 under the DIP Facility, thereby making available to the Borrower an additional $95,000,000.00 in aggregate Commitments beyond the Interim Borrowing Limit. The Lender's pro rata share of such additional availability shall be $95,000,000.00 multiplied by 57.14%, equaling approximately $54,285,714.00 (subject to rounding in accordance with the Credit Agreement). The remaining availability under this Note following the initial interim draws shall be available to the Borrower upon entry of the Final Order and satisfaction of the conditions precedent set forth in Section 4.02 of the Credit Agreement.

2.5 Records of Loans. The principal amounts borrowed, repaid, and reborrowed under this Note shall be recorded by the Administrative Agent on the books and records maintained by the Administrative Agent (including, at the Administrative Agent's option, on the grid attached hereto as Schedule A or by electronic or other entry on the Administrative Agent's loan administration system). Such records shall be conclusive evidence of the amount of principal owed under this Note, absent manifest error. The failure of the Administrative Agent to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower to make payments of principal and interest in accordance with this Note and the Credit Agreement.

Section 3. Interest.

3.1 Applicable Rate. The unpaid principal balance of this Note shall bear interest at the rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus eight hundred fifty basis points (8.50%) (the "Applicable Rate"), as more particularly described in Article II of the Credit Agreement. For the avoidance of doubt, the Adjusted Term SOFR Rate includes the Term SOFR Rate plus the SOFR Adjustment of ten basis points (0.10%) as specified in the Credit Agreement.

3.2 SOFR Floor. The Term SOFR Rate component of the Applicable Rate shall not be less than four percent (4.00%) per annum (the "SOFR Floor"). Accordingly, the minimum all-in interest rate applicable to Revolving Loans evidenced by this Note shall be twelve and 50/100 percent (12.50%) per annum, being the sum of the SOFR Floor (4.00%) plus the applicable margin of eight hundred fifty basis points (8.50%).

3.3 Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, and without limiting any other rights or remedies of the Lender, the Administrative Agent, or the Collateral Agent, interest on the unpaid principal balance of this Note (and, to the extent permitted by applicable law, on any overdue interest and other amounts) shall accrue at an additional rate of two hundred basis points (2.00%) per annum above the Applicable Rate otherwise in effect (the "Default Rate"). Accordingly, during the continuance of an Event of Default, the interest rate applicable to Revolving Loans evidenced by this Note shall be equal to the Adjusted Term SOFR Rate plus one thousand fifty basis points (10.50%), subject in all cases to the SOFR Floor, resulting in a minimum Default Rate of fourteen and 50/100 percent (14.50%) per annum. Interest at the Default Rate shall accrue from and after the date of the occurrence of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement.

3.4 Computation. Interest on the Revolving Loans evidenced by this Note shall be computed on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed (including the first day but excluding the last day). Such calculation method shall apply to all interest computations under this Note, whether at the Applicable Rate, the Default Rate, or any other rate specified herein or in the Credit Agreement.

3.5 Payment of Interest. Interest on the Revolving Loans shall be payable in arrears on each Interest Payment Date as specified in the Credit Agreement, which shall include: (a) the last Business Day of each calendar month; (b) the Maturity Date; and (c) upon any prepayment or repayment, with respect to the principal amount so prepaid or repaid. In the event that any Interest Payment Date falls on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day (with interest continuing to accrue during such extension period).

3.6 Superpriority Status of Interest. All interest accruing under this Note, whether at the Applicable Rate or the Default Rate, shall constitute an allowed superpriority administrative expense claim against the Borrower's estate pursuant to Section 364(c)(1) of title 11 of the United States Code (the "Bankruptcy Code"), with the priority and status granted by the Interim Order and the Final Order entered in the Bankruptcy Case. Such superpriority claim shall have priority over all administrative expense claims and unsecured claims against the Borrower of any kind or nature whatsoever, including, without limitation, administrative expense claims arising under Sections 503(b), 507(a), or 507(b) of the Bankruptcy Code, subject only to the Carve-Out as defined in the Credit Agreement and the Orders.

Section 4. Payments.

4.1 Manner of Payment. All payments of principal, interest, fees, and any other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds to the Administrative Agent for the account of the Lender, at the office of the Administrative Agent located at 600 Lexington Avenue, 34th Floor, New York, New York 10022, or as otherwise directed by the Administrative Agent in writing to the Borrower. Payments received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for all purposes of this Note and the Credit Agreement.

4.2 Maturity Date. The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement (including, without limitation, all fees, expenses, indemnification obligations, and other Obligations), shall be due and payable in full on the Maturity Date. The "Maturity Date" shall be the earliest to occur of the following:

(a) May 15, 2026, being the date that is twelve (12) months from the Petition Date of May 15, 2025 (the "Scheduled Maturity Date");

(b) the effective date of a confirmed plan of reorganization or plan of liquidation filed in the Bankruptcy Case;

(c) the date of consummation of a sale of all or substantially all of the assets of the Borrower pursuant to Section 363 of the Bankruptcy Code, as authorized by order of the Bankruptcy Court; and

(d) the date of acceleration of the Obligations following the occurrence of an Event of Default under the Credit Agreement, upon declaration by the Administrative Agent (acting at the direction of the Required Lenders) in accordance with Article VIII of the Credit Agreement.

4.3 Voluntary Prepayments. The Borrower may, at its option, prepay the Revolving Loans evidenced by this Note, in whole or in part, at any time and from time to time, in accordance with the terms and conditions set forth in Section 2.05 of the Credit Agreement, including compliance with minimum prepayment amounts and notice requirements specified therein. Any voluntary prepayment of Revolving Loans shall be accompanied by payment of accrued and unpaid interest on the principal amount so prepaid through the date of such prepayment.

4.4 Mandatory Prepayments. The Borrower shall make mandatory prepayments of Revolving Loans in the amounts and at the times required under Section 2.06 of the Credit Agreement, including, without limitation, mandatory prepayments from (a) Net Cash Proceeds of asset sales (other than sales in the ordinary course of business permitted under the Credit Agreement), (b) insurance and condemnation proceeds, (c) extraordinary receipts, and (d) such other sources as specified in the Credit Agreement. All mandatory prepayments shall be applied in accordance with the waterfall provisions of the Credit Agreement.

4.5 Application of Payments. All prepayments and repayments of amounts owing under this Note shall be applied in accordance with the terms of the Credit Agreement. Subject to the terms of the Credit Agreement, payments shall be applied first to accrued and unpaid fees and expenses, second to accrued and unpaid interest, and third to outstanding principal, or in such other order as the Credit Agreement may specify. As a revolving credit facility, amounts repaid may be reborrowed in accordance with the terms and conditions of the Credit Agreement and the Orders, subject to the limitations set forth in Section 2 hereof.

Section 5. Fees.

5.1 General. The Borrower shall pay to the Administrative Agent for the account of the Lender certain fees in connection with the DIP Facility, as more fully set forth in the Credit Agreement and the Fee Letter dated as of May 22, 2025 (the "Fee Letter"). Without limiting the generality of the foregoing, the following fees are payable by the Borrower in respect of the Lender's Commitment and participation in the DIP Facility:

(a) Closing Fee. A closing fee (the "Closing Fee") equal to two percent (2.00%) of the aggregate Commitments under the Credit Agreement, amounting to $3,500,000.00 in the aggregate, of which the Lender's pro rata share (57.14%) equals $2,000,000.00 (rounded to the nearest dollar). The Closing Fee shall be fully earned and non-refundable upon execution of the Credit Agreement and shall be due and payable on the Closing Date (as defined in the Credit Agreement). The Closing Fee may, at the election of the Administrative Agent, be netted from the initial advance of Revolving Loans on the Closing Date.

(b) Unused Line Fee. An unused commitment fee (the "Unused Line Fee") at the rate of fifty basis points (0.50%) per annum on the daily average undrawn and uncancelled portion of the aggregate Commitments under the Credit Agreement. The Unused Line Fee shall accrue from the Closing Date and shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Maturity Date. The Lender shall receive its pro rata share of each payment of the Unused Line Fee.

(c) Exit Fee. An exit fee (the "Exit Fee") equal to one percent (1.00%) of the aggregate Commitments under the Credit Agreement, amounting to $1,750,000.00 in the aggregate, of which the Lender's pro rata share (57.14%) equals $1,000,000.00 (rounded to the nearest dollar). The Exit Fee shall be fully earned upon execution of the Credit Agreement and shall be due and payable on the earlier of the Maturity Date or the date of termination of the Commitments under the Credit Agreement for any reason, including but not limited to acceleration, voluntary termination by the Borrower, or termination upon the occurrence of an Event of Default.

5.2 Non-Refundability; Superpriority Status. All fees payable under this Section 5, the Credit Agreement, and the Fee Letter shall be non-refundable when paid or earned and shall not be subject to reduction, setoff, or counterclaim for any reason whatsoever. All such fees shall constitute allowed superpriority administrative expense claims against the Borrower's estate under Section 364(c)(1) of the Bankruptcy Code, with the same priority and status as the other Obligations under the Credit Agreement and the Orders.

Section 6. Security; Priority.

6.1 Security. This Note and the Obligations evidenced hereby are secured by the Collateral described in the Credit Agreement, the DIP Security Agreement, dated as of May 22, 2025 (the "DIP Security Agreement"), the DIP Pledge Agreement, dated as of May 22, 2025 (the "DIP Pledge Agreement"), the DIP intellectual Property Security Agreement, dated as of May 22, 2025 (the "DIP IP Security Agreement"), and the Mortgages and Deeds of Trust (collectively, the "Mortgages"), all as more fully described in the Credit Agreement and the Security Documents (as defined in the Credit Agreement). The Mortgages encumber the following real property assets of the Borrower:

(a) the manufacturing facility and related improvements located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (the "Cedar Falls Plant");

(b) the manufacturing facility and related improvements located at 2200 Industrial Boulevard, Decatur, Illinois 62521 (the "Decatur Plant"); and

(c) the manufacturing facility and related improvements located at 815 County Road 740, Jonesboro, Arkansas 72401 (the "Jonesboro Plant").

The Collateral further includes, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, documents, and all proceeds and products of any of the foregoing, all as more particularly described in the Security Documents.

6.2 Superpriority Administrative Expense Claims. The Obligations evidenced by this Note, including all principal, interest, fees, expenses, indemnification obligations, and all other amounts owing hereunder and under the Credit Agreement, constitute allowed superpriority administrative expense claims against the Borrower and the Borrower's bankruptcy estate under Section 364(c)(1) of the Bankruptcy Code, with priority over all administrative expense claims and unsecured claims against the Borrower of any kind or nature whatsoever, whether now existing or hereafter arising, including, without limitation, administrative expense claims of the kinds specified in, or arising or ordered pursuant to, Sections 105, 326, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 546(c), 726, or 1114 of the Bankruptcy Code or otherwise, subject only to the Carve-Out as set forth in the Credit Agreement and the Orders.

6.3 Priming Liens. The Obligations evidenced by this Note are secured by:

(a) pursuant to Section 364(d) of the Bankruptcy Code, first-priority senior priming liens on all pre-petition collateral of the Borrower, priming any and all existing liens and security interests on such collateral, including, without limitation, the liens securing the Pre-Petition Credit Facility (as defined in the Credit Agreement), subject to the Intercreditor Agreement and the adequate protection provided to the Pre-Petition Secured Parties as set forth in the Orders; and

(b) pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, first-priority perfected liens and security interests on all assets of the Borrower (whether tangible, intangible, real, personal, or mixed) that were not subject to valid, perfected, and non-avoidable liens as of the Petition Date, including all assets acquired by the Borrower's estate after the Petition Date.

6.4 Collateral Agent. Meridian Trust Company serves as Collateral Agent for the benefit of the Lender, the other Lenders party to the Credit Agreement, and the Administrative Agent (collectively, the "Secured Parties"), pursuant to and in accordance with the terms of the Credit Agreement and the DIP Security Agreement. The Collateral Agent shall hold, administer, and enforce the liens and security interests granted in the Collateral for the ratable benefit of all Secured Parties in accordance with the terms of the Credit Agreement and the Security Documents. The Lender acknowledges and agrees that its rights with respect to the Collateral are subject to the terms and conditions of the Credit Agreement, including the intercreditor provisions set forth therein.

Section 7. Events of Default; Acceleration.

7.1 Events of Default and Remedies. Upon the occurrence of any Event of Default under Article VIII of the Credit Agreement (each, an "Event of Default"), the Administrative Agent may, and at the written direction of the Required Lenders (as defined in the Credit Agreement) shall, by notice to the Borrower: (a) declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, fees, expenses, and all other Obligations, to be immediately due and payable, without further notice, presentment, demand, protest, or other action of any kind, all of which are hereby expressly waived by the Borrower (except as otherwise required by the Bankruptcy Code); (b) terminate the Commitments and the right of the Borrower to request any further Revolving Loans; and (c) exercise any and all rights and remedies available to the Secured Parties under the Credit Agreement, the Security Documents, the Orders, the Bankruptcy Code, and applicable law. All rights and remedies of the Administrative Agent, the Collateral Agent, and the Lender under this Note, the Credit Agreement, the Security Documents, and the Orders are cumulative and not exclusive of any other rights or remedies.

7.2 Financial Covenants. Without limiting the generality of Section 7.1 above, the Credit Agreement provides that the following financial covenant defaults shall constitute Events of Default, among others:

(a) Minimum Liquidity. The Borrower shall at all times maintain minimum Liquidity (defined as unrestricted cash and Cash Equivalents on deposit in accounts subject to a Deposit Account Control Agreement in favor of the Collateral Agent, plus unused availability under the DIP Facility) of not less than $15,000,000.00 in the aggregate. Breach of this covenant shall constitute an immediate Event of Default without the requirement of notice or any cure period.

(b) Maximum Cumulative Variance to Budget. The Borrower's actual cash disbursements shall not exceed budgeted disbursements set forth in the most recently delivered Approved Budget by more than fifteen percent (15%) on a rolling four-week basis, tested weekly on each Friday (or, if such day is not a Business Day, the immediately preceding Business Day) based on the four-week period ending on such testing date. Each variance report shall be delivered to the Administrative Agent no later than the third Business Day following the applicable testing date.

(c) Minimum EBITDA. The Borrower shall not permit Consolidated EBITDA (as defined in the Credit Agreement) to be less than negative $5,000,000.00 for any rolling four-week period, tested monthly as of the last day of each calendar month. Consolidated EBITDA shall be calculated in accordance with the definitions and methodology set forth in the Credit Agreement.

7.3 Milestone Defaults. The Credit Agreement further provides that the failure to achieve any of the following milestones by the dates specified below shall constitute an Event of Default:

(a) Interim DIP Order. Entry of the Interim Order by the Bankruptcy Court authorizing the DIP Facility on an interim basis shall have occurred no later than May 22, 2025.

(b) Final DIP Order. Entry of the Final Order by the Bankruptcy Court authorizing the DIP Facility on a final basis shall have occurred no later than June 19, 2025.

(c) Plan or Section 363 Sale Motion. The Borrower shall have filed with the Bankruptcy Court either (i) a plan of reorganization and related disclosure statement or (ii) a motion seeking approval of a sale of all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code, no later than October 12, 2025.

(d) Confirmation or Sale Closing. Either (i) entry of an order confirming a plan of reorganization or (ii) the closing of a sale of all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code shall have occurred no later than February 8, 2026.

7.4 Carve-Out. Notwithstanding any acceleration of the Obligations under this Note or the Credit Agreement, the Carve-Out shall apply as set forth in the Credit Agreement and the Orders. The Carve-Out (following delivery of a Carve-Out Trigger Notice by the Administrative Agent) shall consist of the following amounts:

(a) allowed and unpaid professional fees, costs, and expenses of estate professionals retained pursuant to Sections 327, 328, or 363 of the Bankruptcy Code, in an aggregate amount not to exceed $2,500,000.00; and

(b) fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6) and any applicable interest thereon under 31 U.S.C. § 3717, in an aggregate amount not to exceed $500,000.00,

for a total post-trigger Carve-Out aggregate cap of $3,000,000.00. The pre-trigger Carve-Out for accrued but unpaid professional fees shall be unlimited to the extent such fees are allowed by the Bankruptcy Court. The Carve-Out shall be senior to and shall not be affected by any exercise of remedies by the Administrative Agent or the Secured Parties under this Note, the Credit Agreement, the Security Documents, or the Orders.

Section 8. Revolving Nature; Record of Loans.

8.1 Revolving Credit Facility. This Note evidences a revolving credit facility. Amounts borrowed by the Borrower hereunder may be repaid and reborrowed from time to time in accordance with and subject to the terms and conditions of the Credit Agreement and the Orders, provided that (a) the aggregate unpaid principal balance of Revolving Loans evidenced by this Note shall not at any time exceed the Lender's Commitment then in effect, (b) no Default or Event of Default shall have occurred and be continuing at the time of any reborrowing (or would result therefrom), and (c) all conditions precedent to the making of Revolving Loans under the Credit Agreement shall have been satisfied or waived in accordance with the Credit Agreement.

8.2 Record of Loans; Schedule A. All Revolving Loans made by the Lender, and all repayments and prepayments of principal with respect thereto, may be recorded by the Administrative Agent by notations on the grid attached hereto as Schedule A, or, at the option of the Lender or the Administrative Agent, by the internal records and loan administration systems of the Administrative Agent. The entries set forth on Schedule A or in such records of the Administrative Agent shall constitute prima facie evidence of the existence, amounts, and dates of the Revolving Loans made hereunder and the payments and prepayments of principal thereof, absent manifest error. The failure to record any such transaction on Schedule A or in such records shall not limit or otherwise affect the Borrower's obligation to repay the actual outstanding principal amount of the Revolving Loans evidenced by this Note together with all accrued interest and other amounts payable hereunder.

Section 9. Waivers.

9.1 Waivers by Borrower. The Borrower hereby waives presentment for payment, demand, notice of dishonor, protest, and notice of protest of this Note, and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as otherwise specifically provided in the Credit Agreement or as required by mandatory provisions of the Bankruptcy Code that cannot be waived. The Borrower further waives, to the fullest extent permitted by law, the right to interpose any defense, counterclaim, or setoff of any nature or description in any action or proceeding brought by the Lender, the Administrative Agent, or the Collateral Agent to collect the Obligations evidenced by this Note, except for the defense of payment in full of the Obligations.

9.2 No Waiver by Lender. No failure or delay on the part of the Lender, the Administrative Agent, or the Collateral Agent in exercising any right, power, or remedy hereunder or under the Credit Agreement, the Security Documents, or the Orders shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies of the Lender, the Administrative Agent, and the Collateral Agent under this Note, the Credit Agreement, the Security Documents, and the Orders are cumulative and are in addition to all other rights and remedies provided by law, in equity, or otherwise.

Section 10. Amendments.

This Note may not be amended, modified, supplemented, restated, or waived except in accordance with the provisions of Section 10.01 of the Credit Agreement governing amendments, modifications, and waivers. Any purported amendment, modification, supplement, restatement, or waiver of this Note that does not comply with such provisions shall be null and void and of no force or effect. For the avoidance of doubt, to the extent that any amendment, modification, or waiver of this Note would also require the approval of the Bankruptcy Court, such Bankruptcy Court approval shall be a condition precedent to the effectiveness of any such amendment, modification, or waiver.

Section 11. Transfer and Assignment.

11.1 Transfers. This Note may be transferred or assigned only in accordance with the provisions of Article X of the Credit Agreement. The Lender may not transfer, sell, assign, or participate its rights and obligations under this Note except as expressly permitted by the Credit Agreement, including compliance with any required consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement and is not unreasonably withheld or delayed, and provided that no such consent of the Borrower shall be required during the continuance of an Event of Default).

11.2 Replacement Notes. Upon any permitted transfer or assignment of the Lender's Commitment or Revolving Loans (or any portion thereof), the Borrower shall, at the written request of the Administrative Agent, execute and deliver a new Note or Notes to the assignee or assignees in conformity with the Credit Agreement, in such principal amounts as shall reflect the Commitments and outstanding Revolving Loans of such assignee or assignees following such transfer or assignment. Upon the issuance of any replacement Note or Notes under this Section 11.2, this Note (or the portion thereof so assigned) shall be deemed cancelled and returned to the Borrower.

Section 12. Governing Law.

12.1 Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT THE BANKRUPTCY CODE OR OTHER APPLICABLE FEDERAL LAW IS APPLICABLE. TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THE LAWS OF THE STATE OF NEW YORK AND THE BANKRUPTCY CODE OR OTHER FEDERAL LAW, THE BANKRUPTCY CODE OR SUCH FEDERAL LAW SHALL GOVERN.

12.2 Jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or relating to this Note, the Credit Agreement, the Security Documents, and the transactions contemplated hereby and thereby, including, without limitation, any action to enforce, interpret, or adjudicate any rights or obligations arising under this Note. The Borrower irrevocably submits to the jurisdiction of the Bankruptcy Court for purposes of any such action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the Bankruptcy Court. The foregoing submission to jurisdiction is subject to any mandatory appellate jurisdiction of the United States District Court for the Northern District of Iowa, the United States Court of Appeals for the Eighth Circuit, and the Supreme Court of the United States.

Section 13. Bankruptcy Court Approval.

13.1 This Note has been executed and delivered pursuant to and in accordance with the Interim Order (Dkt. No. [__]) entered on May 22, 2025 (and, upon entry thereof, the Final Order) of the Bankruptcy Court, entered in Case No. 25-01147 before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, Northern District of Iowa (Cedar Rapids Division). The authority for the Borrower to execute and deliver this Note, to incur the Obligations evidenced hereby, and to grant the liens and security interests securing the Obligations, derives from Sections 364(c) and 364(d) of the Bankruptcy Code and the Orders.

13.2 In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Orders, the terms and provisions of the Orders shall govern and control in all respects. In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control, except to the extent that the Orders provide otherwise.

Section 14. Severability.

If any provision of this Note is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not affect or impair the legality, validity, or enforceability of the remaining provisions of this Note. The parties hereto intend that any such provision that is determined to be illegal, invalid, or unenforceable shall be modified to the minimum extent necessary to make it legal, valid, and enforceable while preserving the original intent of the parties, and if such modification is not possible, such provision shall be severed from this Note and the remaining provisions shall continue in full force and effect.

Section 15. Counterparts.

This Note may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Note (or any signature page hereto) by facsimile, electronic mail (including in portable document format (.pdf)), or other electronic transmission in accordance with Section 10.06(b) of the Credit Agreement shall be effective as delivery of a manually executed original counterpart of this Note. The words "execution," "signed," "signature," and words of similar import in this Note shall be deemed to include electronic signatures in accordance with the federal ESIGN Act of 2000 or any other applicable law.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Borrower has caused this Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note to be duly executed and delivered by its duly authorized representative as of the date first written above.

MAKER:

GREENFIELD AGRICULTURAL PARTNERS LLC, as Debtor and Debtor-in-Possession

By: ________

Name: Derek Calloway

Title: Chief Executive Officer and Manager

Date: May 22, 2025

Address:

1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

EIN: 42-8837291

ACCEPTED AND AGREED:

IRONCLAD CAPITAL PARTNERS LP

By: ________

Name: Martin Halberstam

Title: Managing Partner

Address:

600 Lexington Avenue, 34th Floor New York, New York 10022

SCHEDULE A

GRID FOR RECORDING REVOLVING LOANS

Attached to and made a part of that certain Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note, dated May 22, 2025, in the original principal amount of $100,000,000.00, issued by Greenfield Agricultural Partners LLC in favor of Ironclad Capital Partners LP.

The Administrative Agent is authorized, but not required, to record on this Schedule A the date, type, amount, and balance of each Revolving Loan made, and each repayment of principal received, with respect to this Note. The failure to make any such notation shall not limit or otherwise affect the Borrower's obligations under this Note.

ANNEX I

NOTICE INFORMATION

The following notice information is provided in connection with this Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note, dated May 22, 2025. All notices, requests, demands, and other communications under this Note shall be given in accordance with the notice provisions of the Credit Agreement and directed to the applicable parties at the addresses set forth below (or to such other address as any party may designate by written notice to the other parties in accordance with the Credit Agreement):

If to the Borrower:

Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

Attention: Patricia Langford, Chief Financial Officer

Telephone: (319) 555-4200

Email: p.langford@greenfieldagpartners.com

and

Attention: Monica Huang, General Counsel

Telephone: (319) 555-4215

Email: m.huang@greenfieldagpartners.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022

Attention: Nathaniel Bower, Esq.

Telephone: (212) 555-7800

Email: nbower@calderwoodharkness.com

If to the Lender:

Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Kevin Pratt, Vice President, Portfolio Management

Telephone: (212) 555-3100

Email: kpratt@ironcladcapital.com

With a copy (which shall not constitute notice) to:

Harmon & Keach LLP 51 West 52nd Street New York, New York 10019

Attention: Richard Yeung, Esq.

Telephone: (212) 555-6500

Email: ryeung@harmonkeach.com

If to the Administrative Agent:

Ironclad Capital Partners LP (in its capacity as Administrative Agent) 600 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Diana Voss, Partner, Head of Structured Credit

Telephone: (212) 555-3150

Email: dvoss@ironcladcapital.com

If to the Collateral Agent:

Meridian Trust Company 101 Park Avenue, 20th Floor New York, New York 10178

Attention: Robert Fennimore, Vice President, Corporate Trust

Telephone: (212) 555-9400

Email: rfennimore@meridiantrust.com

[End of Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note]

Date	Type of Loan (Interim / Final Draw)	Amount of Loan	Amount of Repayment	Unpaid Principal Balance	Notation Made By
May 22, 2025	Interim Draw	$45,714,286.00	—	$45,714,286.00	Administrative Agent

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE
Principal Amount: $100,000,000.00
Date: May 22, 2025
New York, New York
This Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note (this "Note") is issued pursuant to that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company, as Borrower, Ironclad Capital Partners LP, a Delaware limited partnership, as Administrative Agent, the Lenders party thereto from time to time, and Meridian Trust Company, a New York trust company, as Collateral Agent.
FOR VALUE RECEIVED, the undersigned, GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as debtor and debtor-in-possession in Case No. 25-01147 pending in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court"), hereby promises to pay to the order of IRONCLAD CAPITAL PARTNERS LP, a Delaware limited partnership (the "Lender"), at the office of the Administrative Agent at 600 Lexington Avenue, 34th Floor, New York, New York 10022, or at such other place as the Administrative Agent may designate in writing, the principal sum of ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00), or such lesser amount as may be outstanding from time to time under the Credit Agreement, together with interest thereon as set forth herein and in the Credit Agreement.
This Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement and the Orders (as defined in the Credit Agreement). The Lender and any holder of this Note are entitled to the benefits of, and are bound by, the Credit Agreement and the Security Documents referenced therein. This Note is secured by the Collateral described in the Credit Agreement and the Security Documents and is entitled to superpriority administrative expense claim status in accordance with the terms of the Credit Agreement and the Orders.
Section 1. Definitions; Terms.
1.1 All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. The rules of construction and interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Note, mutatis mutandis.
1.2 For purposes of this Note, the following terms shall have the meanings set forth below or cross-referenced to the Credit Agreement:
(a) "Administrative Agent" means Ironclad Capital Partners LP, in its capacity as administrative agent for the Lenders under the Credit Agreement, and its successors and assigns in such capacity.
(b) "Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, as debtor and debtor-in-possession in the Bankruptcy Case.
(c) "Bankruptcy Case" means the case commenced by the Borrower under Chapter 11 of the Bankruptcy Code, bearing Case No. 25-01147, pending before the Bankruptcy Court.
(d) "Collateral Agent" means Meridian Trust Company, a New York trust company, in its capacity as collateral agent for the Secured Parties under the Credit Agreement and the Security Documents, and its successors and assigns in such capacity.
(e) "Credit Agreement" means the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025, among the Borrower, the Administrative Agent, the Lenders, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(f) "DIP Facility" means the $175,000,000 senior secured superpriority revolving credit facility established under the Credit Agreement for the benefit of the Borrower.
(g) "Final Order" has the meaning ascribed to such term in the Credit Agreement.
(h) "Interim Order" has the meaning ascribed to such term in the Credit Agreement.
(i) "Orders" means, collectively, the Interim Order and the Final Order.
(j) "Petition Date" means May 15, 2025, the date on which the Borrower commenced the Bankruptcy Case by the filing of a voluntary petition for relief under Chapter 11 of the Bankruptcy Code.
1.3 This Note evidences Revolving Loans made by the Lender to the Borrower pursuant to Section 2.01 of the Credit Agreement and constitutes a "Note" as defined and described in the Credit Agreement. This Note supersedes any other promissory note or notes heretofore delivered by the Borrower to the Lender with respect to the DIP Facility.
1.4 The Lender's Commitment under the Credit Agreement is $100,000,000.00, representing fifty-seven and 14/100 percent (57.14%) of the aggregate Commitments of $175,000,000.00 under the Credit Agreement. All references herein to the Lender's "pro rata share" shall mean 57.14% of the applicable aggregate amount, calculated in accordance with Section 2.16 of the Credit Agreement.
Section 2. Principal.
2.1 Promise to Pay. The Borrower hereby unconditionally promises to pay to the order of the Lender the aggregate unpaid principal amount of each Revolving Loan made by the Lender to the Borrower pursuant to the Credit Agreement, on the dates and in the amounts specified in the Credit Agreement, and in any event no later than the Maturity Date (as defined in Section 4.2 hereof). Each Revolving Loan shall be made, and each repayment and reborrowing shall occur, in accordance with the terms and conditions of the Credit Agreement.
2.2 Maximum Outstanding Principal. The aggregate unpaid principal amount of Revolving Loans evidenced by this Note shall not at any time exceed ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00). Any Revolving Loan made by the Lender that would cause the aggregate outstanding principal balance of this Note to exceed such amount shall not be evidenced by this Note unless and until additional Commitments are made in accordance with the terms of the Credit Agreement and the Orders.
2.3 Interim Draw Availability. Upon entry of the Interim Order by the Bankruptcy Court on May 22, 2025, the Borrower shall be authorized to borrow up to an aggregate principal amount of $80,000,000.00 under the DIP Facility (the "Interim Borrowing Limit"). The Lender's pro rata share of the Interim Borrowing Limit is $80,000,000.00 multiplied by 57.14%, equaling approximately $45,714,286.00 (subject to rounding in accordance with the Credit Agreement). Revolving Loans made by the Lender up to such pro rata share may be drawn by the Borrower upon satisfaction of the conditions precedent set forth in Section 4.01 of the Credit Agreement, including but not limited to delivery of an executed Borrowing Request, accuracy of representations and warranties, absence of any Default or Event of Default, and compliance with the Approved Budget.
2.4 Final Draw Availability. Upon entry of the Final Order by the Bankruptcy Court, the Borrower shall be authorized to borrow up to the full aggregate principal amount of $175,000,000.00 under the DIP Facility, thereby making available to the Borrower an additional $95,000,000.00 in aggregate Commitments beyond the Interim Borrowing Limit. The Lender's pro rata share of such additional availability shall be $95,000,000.00 multiplied by 57.14%, equaling approximately $54,285,714.00 (subject to rounding in accordance with the Credit Agreement). The remaining availability under this Note following the initial interim draws shall be available to the Borrower upon entry of the Final Order and satisfaction of the conditions precedent set forth in Section 4.02 of the Credit Agreement.
2.5 Records of Loans. The principal amounts borrowed, repaid, and reborrowed under this Note shall be recorded by the Administrative Agent on the books and records maintained by the Administrative Agent (including, at the Administrative Agent's option, on the grid attached hereto as Schedule A or by electronic or other entry on the Administrative Agent's loan administration system). Such records shall be conclusive evidence of the amount of principal owed under this Note, absent manifest error. The failure of the Administrative Agent to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower to make payments of principal and interest in accordance with this Note and the Credit Agreement.
Section 3. Interest.
3.1 Applicable Rate. The unpaid principal balance of this Note shall bear interest at the rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus eight hundred fifty basis points (8.50%) (the "Applicable Rate"), as more particularly described in Article II of the Credit Agreement. For the avoidance of doubt, the Adjusted Term SOFR Rate includes the Term SOFR Rate plus the SOFR Adjustment of ten basis points (0.10%) as specified in the Credit Agreement.
3.2 SOFR Floor. The Term SOFR Rate component of the Applicable Rate shall not be less than four percent (4.00%) per annum (the "SOFR Floor"). Accordingly, the minimum all-in interest rate applicable to Revolving Loans evidenced by this Note shall be twelve and 50/100 percent (12.50%) per annum, being the sum of the SOFR Floor (4.00%) plus the applicable margin of eight hundred fifty basis points (8.50%).
3.3 Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, and without limiting any other rights or remedies of the Lender, the Administrative Agent, or the Collateral Agent, interest on the unpaid principal balance of this Note (and, to the extent permitted by applicable law, on any overdue interest and other amounts) shall accrue at an additional rate of two hundred basis points (2.00%) per annum above the Applicable Rate otherwise in effect (the "Default Rate"). Accordingly, during the continuance of an Event of Default, the interest rate applicable to Revolving Loans evidenced by this Note shall be equal to the Adjusted Term SOFR Rate plus one thousand fifty basis points (10.50%), subject in all cases to the SOFR Floor, resulting in a minimum Default Rate of fourteen and 50/100 percent (14.50%) per annum. Interest at the Default Rate shall accrue from and after the date of the occurrence of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement.
3.4 Computation. Interest on the Revolving Loans evidenced by this Note shall be computed on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed (including the first day but excluding the last day). Such calculation method shall apply to all interest computations under this Note, whether at the Applicable Rate, the Default Rate, or any other rate specified herein or in the Credit Agreement.
3.5 Payment of Interest. Interest on the Revolving Loans shall be payable in arrears on each Interest Payment Date as specified in the Credit Agreement, which shall include: (a) the last Business Day of each calendar month; (b) the Maturity Date; and (c) upon any prepayment or repayment, with respect to the principal amount so prepaid or repaid. In the event that any Interest Payment Date falls on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day (with interest continuing to accrue during such extension period).
3.6 Superpriority Status of Interest. All interest accruing under this Note, whether at the Applicable Rate or the Default Rate, shall constitute an allowed superpriority administrative expense claim against the Borrower's estate pursuant to Section 364(c)(1) of title 11 of the United States Code (the "Bankruptcy Code"), with the priority and status granted by the Interim Order and the Final Order entered in the Bankruptcy Case. Such superpriority claim shall have priority over all administrative expense claims and unsecured claims against the Borrower of any kind or nature whatsoever, including, without limitation, administrative expense claims arising under Sections 503(b), 507(a), or 507(b) of the Bankruptcy Code, subject only to the Carve-Out as defined in the Credit Agreement and the Orders.
Section 4. Payments.
4.1 Manner of Payment. All payments of principal, interest, fees, and any other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds to the Administrative Agent for the account of the Lender, at the office of the Administrative Agent located at 600 Lexington Avenue, 34th Floor, New York, New York 10022, or as otherwise directed by the Administrative Agent in writing to the Borrower. Payments received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for all purposes of this Note and the Credit Agreement.
4.2 Maturity Date. The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement (including, without limitation, all fees, expenses, indemnification obligations, and other Obligations), shall be due and payable in full on the Maturity Date. The "Maturity Date" shall be the earliest to occur of the following:
(a) May 15, 2026, being the date that is twelve (12) months from the Petition Date of May 15, 2025 (the "Scheduled Maturity Date");
(b) the effective date of a confirmed plan of reorganization or plan of liquidation filed in the Bankruptcy Case;
(c) the date of consummation of a sale of all or substantially all of the assets of the Borrower pursuant to Section 363 of the Bankruptcy Code, as authorized by order of the Bankruptcy Court; and
(d) the date of acceleration of the Obligations following the occurrence of an Event of Default under the Credit Agreement, upon declaration by the Administrative Agent (acting at the direction of the Required Lenders) in accordance with Article VIII of the Credit Agreement.
4.3 Voluntary Prepayments. The Borrower may, at its option, prepay the Revolving Loans evidenced by this Note, in whole or in part, at any time and from time to time, in accordance with the terms and conditions set forth in Section 2.05 of the Credit Agreement, including compliance with minimum prepayment amounts and notice requirements specified therein. Any voluntary prepayment of Revolving Loans shall be accompanied by payment of accrued and unpaid interest on the principal amount so prepaid through the date of such prepayment.
4.4 Mandatory Prepayments. The Borrower shall make mandatory prepayments of Revolving Loans in the amounts and at the times required under Section 2.06 of the Credit Agreement, including, without limitation, mandatory prepayments from (a) Net Cash Proceeds of asset sales (other than sales in the ordinary course of business permitted under the Credit Agreement), (b) insurance and condemnation proceeds, (c) extraordinary receipts, and (d) such other sources as specified in the Credit Agreement. All mandatory prepayments shall be applied in accordance with the waterfall provisions of the Credit Agreement.
4.5 Application of Payments. All prepayments and repayments of amounts owing under this Note shall be applied in accordance with the terms of the Credit Agreement. Subject to the terms of the Credit Agreement, payments shall be applied first to accrued and unpaid fees and expenses, second to accrued and unpaid interest, and third to outstanding principal, or in such other order as the Credit Agreement may specify. As a revolving credit facility, amounts repaid may be reborrowed in accordance with the terms and conditions of the Credit Agreement and the Orders, subject to the limitations set forth in Section 2 hereof.
Section 5. Fees.
5.1 General. The Borrower shall pay to the Administrative Agent for the account of the Lender certain fees in connection with the DIP Facility, as more fully set forth in the Credit Agreement and the Fee Letter dated as of May 22, 2025 (the "Fee Letter"). Without limiting the generality of the foregoing, the following fees are payable by the Borrower in respect of the Lender's Commitment and participation in the DIP Facility:
(a) Closing Fee. A closing fee (the "Closing Fee") equal to two percent (2.00%) of the aggregate Commitments under the Credit Agreement, amounting to $3,500,000.00 in the aggregate, of which the Lender's pro rata share (57.14%) equals $2,000,000.00 (rounded to the nearest dollar). The Closing Fee shall be fully earned and non-refundable upon execution of the Credit Agreement and shall be due and payable on the Closing Date (as defined in the Credit Agreement). The Closing Fee may, at the election of the Administrative Agent, be netted from the initial advance of Revolving Loans on the Closing Date.
(b) Unused Line Fee. An unused commitment fee (the "Unused Line Fee") at the rate of fifty basis points (0.50%) per annum on the daily average undrawn and uncancelled portion of the aggregate Commitments under the Credit Agreement. The Unused Line Fee shall accrue from the Closing Date and shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Maturity Date. The Lender shall receive its pro rata share of each payment of the Unused Line Fee.
(c) Exit Fee. An exit fee (the "Exit Fee") equal to one percent (1.00%) of the aggregate Commitments under the Credit Agreement, amounting to $1,750,000.00 in the aggregate, of which the Lender's pro rata share (57.14%) equals $1,000,000.00 (rounded to the nearest dollar). The Exit Fee shall be fully earned upon execution of the Credit Agreement and shall be due and payable on the earlier of the Maturity Date or the date of termination of the Commitments under the Credit Agreement for any reason, including but not limited to acceleration, voluntary termination by the Borrower, or termination upon the occurrence of an Event of Default.
5.2 Non-Refundability; Superpriority Status. All fees payable under this Section 5, the Credit Agreement, and the Fee Letter shall be non-refundable when paid or earned and shall not be subject to reduction, setoff, or counterclaim for any reason whatsoever. All such fees shall constitute allowed superpriority administrative expense claims against the Borrower's estate under Section 364(c)(1) of the Bankruptcy Code, with the same priority and status as the other Obligations under the Credit Agreement and the Orders.
Section 6. Security; Priority.
6.1 Security. This Note and the Obligations evidenced hereby are secured by the Collateral described in the Credit Agreement, the DIP Security Agreement, dated as of May 22, 2025 (the "DIP Security Agreement"), the DIP Pledge Agreement, dated as of May 22, 2025 (the "DIP Pledge Agreement"), the DIP intellectual Property Security Agreement, dated as of May 22, 2025 (the "DIP IP Security Agreement"), and the Mortgages and Deeds of Trust (collectively, the "Mortgages"), all as more fully described in the Credit Agreement and the Security Documents (as defined in the Credit Agreement). The Mortgages encumber the following real property assets of the Borrower:
(a) the manufacturing facility and related improvements located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (the "Cedar Falls Plant");
(b) the manufacturing facility and related improvements located at 2200 Industrial Boulevard, Decatur, Illinois 62521 (the "Decatur Plant"); and
(c) the manufacturing facility and related improvements located at 815 County Road 740, Jonesboro, Arkansas 72401 (the "Jonesboro Plant").
The Collateral further includes, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, documents, and all proceeds and products of any of the foregoing, all as more particularly described in the Security Documents.
6.2 Superpriority Administrative Expense Claims. The Obligations evidenced by this Note, including all principal, interest, fees, expenses, indemnification obligations, and all other amounts owing hereunder and under the Credit Agreement, constitute allowed superpriority administrative expense claims against the Borrower and the Borrower's bankruptcy estate under Section 364(c)(1) of the Bankruptcy Code, with priority over all administrative expense claims and unsecured claims against the Borrower of any kind or nature whatsoever, whether now existing or hereafter arising, including, without limitation, administrative expense claims of the kinds specified in, or arising or ordered pursuant to, Sections 105, 326, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 546(c), 726, or 1114 of the Bankruptcy Code or otherwise, subject only to the Carve-Out as set forth in the Credit Agreement and the Orders.
6.3 Priming Liens. The Obligations evidenced by this Note are secured by:
(a) pursuant to Section 364(d) of the Bankruptcy Code, first-priority senior priming liens on all pre-petition collateral of the Borrower, priming any and all existing liens and security interests on such collateral, including, without limitation, the liens securing the Pre-Petition Credit Facility (as defined in the Credit Agreement), subject to the Intercreditor Agreement and the adequate protection provided to the Pre-Petition Secured Parties as set forth in the Orders; and
(b) pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, first-priority perfected liens and security interests on all assets of the Borrower (whether tangible, intangible, real, personal, or mixed) that were not subject to valid, perfected, and non-avoidable liens as of the Petition Date, including all assets acquired by the Borrower's estate after the Petition Date.
6.4 Collateral Agent. Meridian Trust Company serves as Collateral Agent for the benefit of the Lender, the other Lenders party to the Credit Agreement, and the Administrative Agent (collectively, the "Secured Parties"), pursuant to and in accordance with the terms of the Credit Agreement and the DIP Security Agreement. The Collateral Agent shall hold, administer, and enforce the liens and security interests granted in the Collateral for the ratable benefit of all Secured Parties in accordance with the terms of the Credit Agreement and the Security Documents. The Lender acknowledges and agrees that its rights with respect to the Collateral are subject to the terms and conditions of the Credit Agreement, including the intercreditor provisions set forth therein.
Section 7. Events of Default; Acceleration.
7.1 Events of Default and Remedies. Upon the occurrence of any Event of Default under Article VIII of the Credit Agreement (each, an "Event of Default"), the Administrative Agent may, and at the written direction of the Required Lenders (as defined in the Credit Agreement) shall, by notice to the Borrower: (a) declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, fees, expenses, and all other Obligations, to be immediately due and payable, without further notice, presentment, demand, protest, or other action of any kind, all of which are hereby expressly waived by the Borrower (except as otherwise required by the Bankruptcy Code); (b) terminate the Commitments and the right of the Borrower to request any further Revolving Loans; and (c) exercise any and all rights and remedies available to the Secured Parties under the Credit Agreement, the Security Documents, the Orders, the Bankruptcy Code, and applicable law. All rights and remedies of the Administrative Agent, the Collateral Agent, and the Lender under this Note, the Credit Agreement, the Security Documents, and the Orders are cumulative and not exclusive of any other rights or remedies.
7.2 Financial Covenants. Without limiting the generality of Section 7.1 above, the Credit Agreement provides that the following financial covenant defaults shall constitute Events of Default, among others:
(a) Minimum Liquidity. The Borrower shall at all times maintain minimum Liquidity (defined as unrestricted cash and Cash Equivalents on deposit in accounts subject to a Deposit Account Control Agreement in favor of the Collateral Agent, plus unused availability under the DIP Facility) of not less than $15,000,000.00 in the aggregate. Breach of this covenant shall constitute an immediate Event of Default without the requirement of notice or any cure period.
(b) Maximum Cumulative Variance to Budget. The Borrower's actual cash disbursements shall not exceed budgeted disbursements set forth in the most recently delivered Approved Budget by more than fifteen percent (15%) on a rolling four-week basis, tested weekly on each Friday (or, if such day is not a Business Day, the immediately preceding Business Day) based on the four-week period ending on such testing date. Each variance report shall be delivered to the Administrative Agent no later than the third Business Day following the applicable testing date.
(c) Minimum EBITDA. The Borrower shall not permit Consolidated EBITDA (as defined in the Credit Agreement) to be less than negative $5,000,000.00 for any rolling four-week period, tested monthly as of the last day of each calendar month. Consolidated EBITDA shall be calculated in accordance with the definitions and methodology set forth in the Credit Agreement.
7.3 Milestone Defaults. The Credit Agreement further provides that the failure to achieve any of the following milestones by the dates specified below shall constitute an Event of Default:
(a) Interim DIP Order. Entry of the Interim Order by the Bankruptcy Court authorizing the DIP Facility on an interim basis shall have occurred no later than May 22, 2025.
(b) Final DIP Order. Entry of the Final Order by the Bankruptcy Court authorizing the DIP Facility on a final basis shall have occurred no later than June 19, 2025.
(c) Plan or Section 363 Sale Motion. The Borrower shall have filed with the Bankruptcy Court either (i) a plan of reorganization and related disclosure statement or (ii) a motion seeking approval of a sale of all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code, no later than October 12, 2025.
(d) Confirmation or Sale Closing. Either (i) entry of an order confirming a plan of reorganization or (ii) the closing of a sale of all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code shall have occurred no later than February 8, 2026.
7.4 Carve-Out. Notwithstanding any acceleration of the Obligations under this Note or the Credit Agreement, the Carve-Out shall apply as set forth in the Credit Agreement and the Orders. The Carve-Out (following delivery of a Carve-Out Trigger Notice by the Administrative Agent) shall consist of the following amounts:
(a) allowed and unpaid professional fees, costs, and expenses of estate professionals retained pursuant to Sections 327, 328, or 363 of the Bankruptcy Code, in an aggregate amount not to exceed $2,500,000.00; and
(b) fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6) and any applicable interest thereon under 31 U.S.C. § 3717, in an aggregate amount not to exceed $500,000.00,
for a total post-trigger Carve-Out aggregate cap of $3,000,000.00. The pre-trigger Carve-Out for accrued but unpaid professional fees shall be unlimited to the extent such fees are allowed by the Bankruptcy Court. The Carve-Out shall be senior to and shall not be affected by any exercise of remedies by the Administrative Agent or the Secured Parties under this Note, the Credit Agreement, the Security Documents, or the Orders.
Section 8. Revolving Nature; Record of Loans.
8.1 Revolving Credit Facility. This Note evidences a revolving credit facility. Amounts borrowed by the Borrower hereunder may be repaid and reborrowed from time to time in accordance with and subject to the terms and conditions of the Credit Agreement and the Orders, provided that (a) the aggregate unpaid principal balance of Revolving Loans evidenced by this Note shall not at any time exceed the Lender's Commitment then in effect, (b) no Default or Event of Default shall have occurred and be continuing at the time of any reborrowing (or would result therefrom), and (c) all conditions precedent to the making of Revolving Loans under the Credit Agreement shall have been satisfied or waived in accordance with the Credit Agreement.
8.2 Record of Loans; Schedule A. All Revolving Loans made by the Lender, and all repayments and prepayments of principal with respect thereto, may be recorded by the Administrative Agent by notations on the grid attached hereto as Schedule A, or, at the option of the Lender or the Administrative Agent, by the internal records and loan administration systems of the Administrative Agent. The entries set forth on Schedule A or in such records of the Administrative Agent shall constitute prima facie evidence of the existence, amounts, and dates of the Revolving Loans made hereunder and the payments and prepayments of principal thereof, absent manifest error. The failure to record any such transaction on Schedule A or in such records shall not limit or otherwise affect the Borrower's obligation to repay the actual outstanding principal amount of the Revolving Loans evidenced by this Note together with all accrued interest and other amounts payable hereunder.
Section 9. Waivers.
9.1 Waivers by Borrower. The Borrower hereby waives presentment for payment, demand, notice of dishonor, protest, and notice of protest of this Note, and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as otherwise specifically provided in the Credit Agreement or as required by mandatory provisions of the Bankruptcy Code that cannot be waived. The Borrower further waives, to the fullest extent permitted by law, the right to interpose any defense, counterclaim, or setoff of any nature or description in any action or proceeding brought by the Lender, the Administrative Agent, or the Collateral Agent to collect the Obligations evidenced by this Note, except for the defense of payment in full of the Obligations.
9.2 No Waiver by Lender. No failure or delay on the part of the Lender, the Administrative Agent, or the Collateral Agent in exercising any right, power, or remedy hereunder or under the Credit Agreement, the Security Documents, or the Orders shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies of the Lender, the Administrative Agent, and the Collateral Agent under this Note, the Credit Agreement, the Security Documents, and the Orders are cumulative and are in addition to all other rights and remedies provided by law, in equity, or otherwise.
Section 10. Amendments.
This Note may not be amended, modified, supplemented, restated, or waived except in accordance with the provisions of Section 10.01 of the Credit Agreement governing amendments, modifications, and waivers. Any purported amendment, modification, supplement, restatement, or waiver of this Note that does not comply with such provisions shall be null and void and of no force or effect. For the avoidance of doubt, to the extent that any amendment, modification, or waiver of this Note would also require the approval of the Bankruptcy Court, such Bankruptcy Court approval shall be a condition precedent to the effectiveness of any such amendment, modification, or waiver.
Section 11. Transfer and Assignment.
11.1 Transfers. This Note may be transferred or assigned only in accordance with the provisions of Article X of the Credit Agreement. The Lender may not transfer, sell, assign, or participate its rights and obligations under this Note except as expressly permitted by the Credit Agreement, including compliance with any required consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement and is not unreasonably withheld or delayed, and provided that no such consent of the Borrower shall be required during the continuance of an Event of Default).
11.2 Replacement Notes. Upon any permitted transfer or assignment of the Lender's Commitment or Revolving Loans (or any portion thereof), the Borrower shall, at the written request of the Administrative Agent, execute and deliver a new Note or Notes to the assignee or assignees in conformity with the Credit Agreement, in such principal amounts as shall reflect the Commitments and outstanding Revolving Loans of such assignee or assignees following such transfer or assignment. Upon the issuance of any replacement Note or Notes under this Section 11.2, this Note (or the portion thereof so assigned) shall be deemed cancelled and returned to the Borrower.
Section 12. Governing Law.
12.1 Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT THE BANKRUPTCY CODE OR OTHER APPLICABLE FEDERAL LAW IS APPLICABLE. TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THE LAWS OF THE STATE OF NEW YORK AND THE BANKRUPTCY CODE OR OTHER FEDERAL LAW, THE BANKRUPTCY CODE OR SUCH FEDERAL LAW SHALL GOVERN.
12.2 Jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or relating to this Note, the Credit Agreement, the Security Documents, and the transactions contemplated hereby and thereby, including, without limitation, any action to enforce, interpret, or adjudicate any rights or obligations arising under this Note. The Borrower irrevocably submits to the jurisdiction of the Bankruptcy Court for purposes of any such action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the Bankruptcy Court. The foregoing submission to jurisdiction is subject to any mandatory appellate jurisdiction of the United States District Court for the Northern District of Iowa, the United States Court of Appeals for the Eighth Circuit, and the Supreme Court of the United States.
Section 13. Bankruptcy Court Approval.
13.1 This Note has been executed and delivered pursuant to and in accordance with the Interim Order (Dkt. No. [__]) entered on May 22, 2025 (and, upon entry thereof, the Final Order) of the Bankruptcy Court, entered in Case No. 25-01147 before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, Northern District of Iowa (Cedar Rapids Division). The authority for the Borrower to execute and deliver this Note, to incur the Obligations evidenced hereby, and to grant the liens and security interests securing the Obligations, derives from Sections 364(c) and 364(d) of the Bankruptcy Code and the Orders.
13.2 In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Orders, the terms and provisions of the Orders shall govern and control in all respects. In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control, except to the extent that the Orders provide otherwise.
Section 14. Severability.
If any provision of this Note is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not affect or impair the legality, validity, or enforceability of the remaining provisions of this Note. The parties hereto intend that any such provision that is determined to be illegal, invalid, or unenforceable shall be modified to the minimum extent necessary to make it legal, valid, and enforceable while preserving the original intent of the parties, and if such modification is not possible, such provision shall be severed from this Note and the remaining provisions shall continue in full force and effect.
Section 15. Counterparts.
This Note may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Note (or any signature page hereto) by facsimile, electronic mail (including in portable document format (.pdf)), or other electronic transmission in accordance with Section 10.06(b) of the Credit Agreement shall be effective as delivery of a manually executed original counterpart of this Note. The words "execution," "signed," "signature," and words of similar import in this Note shall be deemed to include electronic signatures in accordance with the federal ESIGN Act of 2000 or any other applicable law.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Borrower has caused this Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note to be duly executed and delivered by its duly authorized representative as of the date first written above.
MAKER:
GREENFIELD AGRICULTURAL PARTNERS LLC, as Debtor and Debtor-in-Possession
By: ________
Name: Derek Calloway
Title: Chief Executive Officer and Manager
Date: May 22, 2025
Address:
1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
EIN: 42-8837291
ACCEPTED AND AGREED:
IRONCLAD CAPITAL PARTNERS LP
By: ________
Name: Martin Halberstam
Title: Managing Partner
Address:
600 Lexington Avenue, 34th Floor New York, New York 10022
SCHEDULE A
GRID FOR RECORDING REVOLVING LOANS
Attached to and made a part of that certain Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note, dated May 22, 2025, in the original principal amount of $100,000,000.00, issued by Greenfield Agricultural Partners LLC in favor of Ironclad Capital Partners LP.
The Administrative Agent is authorized, but not required, to record on this Schedule A the date, type, amount, and balance of each Revolving Loan made, and each repayment of principal received, with respect to this Note. The failure to make any such notation shall not limit or otherwise affect the Borrower's obligations under this Note.
ANNEX I
NOTICE INFORMATION
The following notice information is provided in connection with this Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note, dated May 22, 2025. All notices, requests, demands, and other communications under this Note shall be given in accordance with the notice provisions of the Credit Agreement and directed to the applicable parties at the addresses set forth below (or to such other address as any party may designate by written notice to the other parties in accordance with the Credit Agreement):
If to the Borrower:
Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
Attention: Patricia Langford, Chief Financial Officer
Telephone: (319) 555-4200
Email: p.langford@greenfieldagpartners.com
and
Attention: Monica Huang, General Counsel
Telephone: (319) 555-4215
Email: m.huang@greenfieldagpartners.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022
Attention: Nathaniel Bower, Esq.
Telephone: (212) 555-7800
Email: nbower@calderwoodharkness.com
If to the Lender:
Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Kevin Pratt, Vice President, Portfolio Management
Telephone: (212) 555-3100
Email: kpratt@ironcladcapital.com
With a copy (which shall not constitute notice) to:
Harmon & Keach LLP 51 West 52nd Street New York, New York 10019
Attention: Richard Yeung, Esq.
Telephone: (212) 555-6500
Email: ryeung@harmonkeach.com
If to the Administrative Agent:
Ironclad Capital Partners LP (in its capacity as Administrative Agent) 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Diana Voss, Partner, Head of Structured Credit
Telephone: (212) 555-3150
Email: dvoss@ironcladcapital.com
If to the Collateral Agent:
Meridian Trust Company 101 Park Avenue, 20th Floor New York, New York 10178
Attention: Robert Fennimore, Vice President, Corporate Trust
Telephone: (212) 555-9400
Email: rfennimore@meridiantrust.com
[End of Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note]
Date | Type of Loan (Interim / Final Draw) | Amount of Loan | Amount of Repayment | Unpaid Principal Balance | Notation Made By
May 22, 2025 | Interim Draw | $45,714,286.00 | — | $45,714,286.00 | Administrative Agent

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

EIN: 42-8837291

ACCEPTED AND AGREED:

IRONCLAD CAPITAL PARTNERS LP

SCHEDULE A

GRID FOR RECORDING REVOLVING LOANS

ANNEX I

NOTICE INFORMATION

Record

Parties

Dates

Amounts