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SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

Principal Amount: $50,000,000.00

Date: May 22, 2025

THIS NOTE HAS BEEN ISSUED PURSUANT TO, AND IS SUBJECT TO THE TERMS OF, THAT CERTAIN 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 "CREDIT AGREEMENT"), AMONG GREENFIELD AGRICULTURAL PARTNERS LLC, AS BORROWER, IRONCLAD CAPITAL PARTNERS LP, AS ADMINISTRATIVE AGENT, IRONCLAD CAPITAL PARTNERS LP, RIDGELINE OPPORTUNITY FUND III LP, AND BRAMBLEWOOD CREDIT ADVISORS LLC, AS LENDERS, AND MERIDIAN TRUST COMPANY, AS COLLATERAL AGENT. THIS NOTE IS ENTITLED TO THE BENEFITS OF, AND IS SUBJECT TO THE TERMS AND CONDITIONS OF, THE CREDIT AGREEMENT AND THE DIP ORDERS (AS DEFINED HEREIN).

In re Greenfield Agricultural Partners LLC, Debtor, Case No. 25-01147, United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.

RECITALS

WHEREAS, Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower" or "Maker"), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, Employer Identification Number 42-8837291, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the "Bankruptcy Code"), on May 15, 2025 (the "Petition Date"), in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), and is operating its business and managing its properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

WHEREAS, the Borrower's Chapter 11 case is pending before the Bankruptcy Court under Case No. 25-01147 (the "Chapter 11 Case");

WHEREAS, Ridgeline Opportunity Fund III LP, a Delaware limited partnership (the "Lender" or "Payee"), with its principal office at 200 S. Wacker Drive, Suite 2900, Chicago, Illinois 60606, is one of the lenders party to that certain 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 "Credit Agreement"), among (i) Greenfield Agricultural Partners LLC, as Borrower, (ii) Ironclad Capital Partners LP, a Delaware limited partnership, as Administrative Agent (in such capacity, the "Administrative Agent"), (iii) Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as Lenders, and (iv) Meridian Trust Company, a New York trust company, as Collateral Agent (in such capacity, the "Collateral Agent");

WHEREAS, this Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement, and evidences the indebtedness of the Borrower to the Lender arising under and in connection with the Credit Agreement;

WHEREAS, the aggregate principal amount of the debtor-in-possession revolving credit facility established pursuant to the Credit Agreement is ONE HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($175,000,000.00) (the "DIP Facility"), of which the Lender's commitment (the "Ridgeline Commitment") is FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00), representing approximately 28.57% of the total commitments under the DIP Facility (the "Applicable Percentage");

WHEREAS, the DIP Facility has been authorized pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code by (a) the Interim Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, 503, and 507 (I) Authorizing the Debtor to Obtain Senior Secured Superpriority Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing Use of Cash Collateral, (IV) Granting Adequate Protection, and (V) Scheduling a Final Hearing, entered by the Bankruptcy Court on May 22, 2025 (the "Interim Order"), and (b) the Final Order on substantially the same terms anticipated to be entered by the Bankruptcy Court on or before June 19, 2025 (the "Final Order" and, together with the Interim Order, the "DIP Orders"); and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby agrees as follows:

SECTION 1. PROMISE TO PAY

FOR VALUE RECEIVED, the undersigned Borrower hereby unconditionally promises to pay to the order of Ridgeline Opportunity Fund III LP, or its registered assigns, the principal sum of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00), or, if less, such lesser amount as shall have been advanced by the Lender to the Borrower under the Credit Agreement and which remains outstanding as of any date of determination, as reflected in the books and records of the Administrative Agent, which records shall be conclusive absent manifest error.

The entire 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, shall be due and payable in full on the Maturity Date. As used herein, the "Maturity Date" means the earliest to occur of:

(a) May 15, 2026, being the date that is twelve (12) months following the Petition Date;

(b) the effective date of a confirmed plan of reorganization in the Chapter 11 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; or

(d) the date on which the outstanding obligations under the Credit Agreement are declared or become due and payable as a result of an acceleration following the occurrence and continuance of an Event of Default, in each case as set forth in and subject to the terms and conditions of the Credit Agreement and the DIP Orders.

All payments of principal and interest under this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, or deduction of any kind (except as otherwise expressly provided herein or in the Credit Agreement), to the Administrative Agent for the account of the Lender in accordance with the terms of the Credit Agreement.

SECTION 2. INTEREST

2.1 Applicable Rate. Interest on the outstanding principal balance of this Note shall accrue from and including the date of each advance hereunder at a 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 Margin"); provided that the Adjusted Term SOFR Rate shall be subject to a floor of four percent (4.00%) per annum (the "SOFR Floor"), such that the minimum effective all-in interest rate payable under this Note shall be twelve and one-half percent (12.50%) per annum (consisting of the SOFR Floor of 4.00% plus the Applicable Margin of 8.50%). For purposes of this Note, "Adjusted Term SOFR Rate" means the Term SOFR Rate for the applicable Interest Period, as determined by the Administrative Agent in accordance with the Credit Agreement, plus a SOFR Adjustment of 0.10% (ten basis points) per annum.

2.2 Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (as defined therein), interest on all outstanding obligations evidenced by this Note shall accrue at a rate per annum equal to an additional two hundred basis points (2.00%) above the rate that would otherwise be applicable pursuant to Section 2.1 hereof (the "Default Rate"). Without limiting the foregoing, the Default Rate shall be equal to the Adjusted Term SOFR Rate (subject to the SOFR Floor) plus one thousand fifty basis points (10.50%), resulting in a minimum effective Default Rate of fourteen and one-half percent (14.50%) per annum (consisting of the SOFR Floor of 4.00% plus 10.50%). Interest accruing at the Default Rate shall be payable on demand by the Administrative Agent. The imposition of the Default Rate shall not constitute a waiver of any Event of Default or any rights or remedies of the Lender or the Administrative Agent.

2.3 Interest Payment Dates. Interest accrued on the outstanding principal balance of this Note shall be due and payable in arrears on each Interest Payment Date as specified in the Credit Agreement, which shall include the first Business Day of each calendar month and the Maturity Date. Interest accrued at the Default Rate shall be payable on demand by the Administrative Agent.

2.4 Computation of Interest. All interest payable hereunder shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed (including the first day of the applicable period but excluding the last day of such period). Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Note or the Credit Agreement shall be conclusive and binding for all purposes, absent manifest error.

2.5 Maximum Lawful Rate. Notwithstanding anything contained in this Note or the Credit Agreement to the contrary, the rate of interest payable hereunder shall in no event exceed the maximum rate permitted by applicable law (the "Maximum Lawful Rate"). If at any time the rate of interest payable hereunder would exceed the Maximum Lawful Rate, the rate of interest payable shall automatically be reduced to the Maximum Lawful Rate, and any amounts collected in excess of the Maximum Lawful Rate shall be applied to the reduction of the outstanding principal balance hereunder or, if the principal balance has been paid in full, refunded to the Borrower.

SECTION 3. PRINCIPAL PAYMENTS; PREPAYMENTS

3.1 Scheduled Payments. The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder, shall be due and payable in full on the Maturity Date, unless earlier prepaid or accelerated in accordance with the terms and conditions of the Credit Agreement and the DIP Orders. No scheduled amortization payments of principal shall be required prior to the Maturity Date.

3.2 Mandatory Prepayments. The Borrower shall make mandatory prepayments of the outstanding principal balance of this Note in the amounts and under the circumstances set forth in the Credit Agreement, including, without limitation, mandatory prepayments from (a) the net cash proceeds of any sale, transfer, or other disposition of any assets of the Borrower (other than dispositions permitted under the Credit Agreement), (b) the net cash proceeds of any insurance recovery or condemnation award received by the Borrower, (c) any extraordinary receipts or other mandatory prepayment events described in the Credit Agreement, and (d) any amounts required to be applied as mandatory prepayments under the DIP Orders. All mandatory prepayments shall be applied in accordance with the Credit Agreement, and the Lender's share of any such mandatory prepayment shall be based on the Lender's Applicable Percentage (28.57%).

3.3 Voluntary Prepayments. The Borrower may voluntarily prepay the outstanding principal balance of this Note, in whole or in part, at any time or from time to time, subject to the terms and conditions set forth in the Credit Agreement, including without limitation (a) minimum prepayment amounts and notice requirements as specified therein, (b) payment of all accrued and unpaid interest on the amount prepaid through the date of prepayment, and (c) payment of any applicable breakage costs or other amounts required under the Credit Agreement. All voluntary prepayments shall be applied in accordance with the Credit Agreement.

3.4 Application of Payments. All payments of principal and interest received by the Administrative Agent in respect of the obligations evidenced by this Note shall be applied in the order and manner specified in the Credit Agreement. Without limiting the foregoing, all payments to the Lender shall be made through the Administrative Agent on a pro rata basis based on the Lender's Applicable Percentage (28.57%) relative to the aggregate outstanding obligations of all Lenders under the DIP Facility, except as otherwise provided in the Credit Agreement. The Lender acknowledges and agrees that the Administrative Agent shall have the right to net, set off, and apply any amounts owed by the Borrower to the Administrative Agent against amounts owing under this Note, in accordance with and subject to the terms of the Credit Agreement.

SECTION 4. FEES

In addition to the interest payable pursuant to Section 2 hereof, the Borrower shall pay to the Lender (through the Administrative Agent) the following fees under and as more fully described in the Credit Agreement:

(a) Closing Fee. The Lender's pro rata share (based on the Lender's Applicable Percentage of 28.57%) of the aggregate closing fee of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) payable under the Credit Agreement (representing 2.00% of the aggregate commitments of $175,000,000.00 under the DIP Facility), which Lender's share equals One Million and No/100 Dollars ($1,000,000.00). The Closing Fee shall be deemed fully earned upon entry of the Interim Order and shall be payable in the manner and at the times set forth in the Credit Agreement.

(b) Exit Fee. The Lender's pro rata share (based on the Lender's Applicable Percentage of 28.57%) of the aggregate exit fee of One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00) payable under the Credit Agreement (representing 1.00% of the aggregate commitments of $175,000,000.00 under the DIP Facility), which Lender's share equals Five Hundred Thousand and No/100 Dollars ($500,000.00). The Exit Fee shall be deemed fully earned on the date of this Note and shall be due and payable on the Maturity Date or upon any earlier termination of the DIP Facility, in each case as set forth in the Credit Agreement.

(c) Unused Line Fee. A commitment fee (the "Unused Line Fee") at a rate of 0.50% per annum on the average daily undrawn and uncanceled portion of the Lender's commitment under the DIP Facility, accruing from the date of this Note and payable in arrears on each Interest Payment Date and on the Maturity Date or upon any earlier termination of the DIP Facility, in each case as more fully described in and in accordance with the Credit Agreement.

All fees payable hereunder shall be fully earned when due and shall not be refundable under any circumstances once paid. The Borrower acknowledges that the fees described in this Section 4 are in addition to, and not in lieu of, any other fees, costs, or expenses payable under the Credit Agreement, including without limitation the reasonable and documented fees and expenses of counsel to the Administrative Agent, the Collateral Agent, and the Lenders.

SECTION 5. SECURITY; SUPERPRIORITY STATUS

5.1 Security Interest and Liens. The obligations of the Borrower evidenced by this Note are secured by a first-priority priming lien granted pursuant to Section 364(d) of the Bankruptcy Code on all pre-petition collateral of the Borrower (including all assets that were subject to liens in favor of pre-petition secured creditors) and a first-priority lien on all previously unencumbered assets of the Borrower pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, in each case as more fully described in and subject to the terms and conditions of (a) the Credit Agreement, (b) the DIP Security Agreement (as defined in the Credit Agreement), (c) the DIP intellectual Property Security Agreement (as defined in the Credit Agreement), and (d) those certain Mortgages, Deeds of Trust, Security Agreements, Assignments of Rents, and Fixture Filings (collectively, the "Mortgages") covering, among other things, the Borrower's real property interests located in (i) Cedar Falls, Iowa, (ii) Decatur, Illinois, and (iii) Jonesboro, Arkansas, each executed and delivered by the Borrower in favor of Meridian Trust Company, as Collateral Agent, for the benefit of the Secured Parties. The Collateral secures all Obligations (as defined in the Credit Agreement) on a first-priority basis, subject to the Carve-Out (as defined below) and the DIP Orders.

5.2 Superpriority Administrative Expense Claim. The obligations of the Borrower evidenced by this Note constitute allowed superpriority administrative expense claims against the Borrower and its estate pursuant to Section 364(c)(1) of the Bankruptcy Code (the "Superpriority Claims"), having priority in right of payment over all other administrative expense claims and unsecured claims against the Borrower and its estate of any kind or nature whatsoever, whether now existing or hereafter arising, 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 DIP Orders.

5.3 Carve-Out. The Superpriority Claims and the liens securing the obligations under this Note are subject to the Carve-Out as defined in the Credit Agreement and the DIP Orders. As set forth therein, the post-trigger Carve-Out is Three Million and No/100 Dollars ($3,000,000.00) in the aggregate, consisting of (a) Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) for the allowed and unpaid fees and expenses of professionals retained by the Borrower's estate and any official committee of unsecured creditors appointed in the Chapter 11 Case, and (b) Five Hundred Thousand and No/100 Dollars ($500,000.00) for quarterly fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6).

5.4 Court Authorization. The security interests, liens, and Superpriority Claims described in this Section 5 have been authorized and approved by orders of the Bankruptcy Court, including the Interim Order entered on May 22, 2025, and the Final Order anticipated to be entered on or before June 19, 2025, in Case No. 25-01147. The terms and conditions of the DIP Orders are incorporated herein by reference. In the event of any conflict between the terms of this Note and the DIP Orders, the DIP Orders shall control.

SECTION 6. INTERIM AND FINAL DRAW AVAILABILITY

6.1 Interim Draw Availability. The Lender acknowledges and agrees that, pursuant to the Credit Agreement and the Interim Order, the aggregate amount available to be drawn by the Borrower under the DIP Facility upon entry of the Interim Order is limited to Eighty Million and No/100 Dollars ($80,000,000.00) (the "Interim Draw Limit"). The Lender's pro rata share of the Interim Draw Limit, based on its Applicable Percentage of 28.57%, is approximately Twenty-Two Million Eight Hundred Fifty-Seven Thousand One Hundred Forty-Three and No/100 Dollars ($22,857,143.00). No draws shall be permitted under this Note in excess of the Lender's pro rata share of the Interim Draw Limit until the entry of the Final Order.

6.2 Final Draw Availability. Upon the entry of the Final Order by the Bankruptcy Court, the remaining commitment availability under the DIP Facility shall become available for borrowing. The aggregate remaining commitment availability (equal to $175,000,000.00 minus $80,000,000.00, or Ninety-Five Million and No/100 Dollars ($95,000,000.00)) shall become available under the DIP Facility, and the Lender's pro rata share of such remaining availability, based on its Applicable Percentage of 28.57%, is approximately Twenty-Seven Million One Hundred Forty-Two Thousand Eight Hundred Fifty-Seven and No/100 Dollars ($27,142,857.00). Upon entry of the Final Order, the full amount of the Lender's commitment under this Note ($50,000,000.00) shall be available, subject to the terms and conditions of the Credit Agreement and the Final Order.

6.3 Borrowing Requests. All draws on the Lender's commitment under this Note shall be made pursuant to Borrowing Requests (as defined in the Credit Agreement) delivered by the Borrower to the Administrative Agent in accordance with the notice, timing, and other requirements set forth in the Credit Agreement. Each Borrowing Request shall specify the aggregate amount of the requested borrowing, the proposed date of such borrowing, and any other information required under the Credit Agreement. The Administrative Agent shall allocate each borrowing among the Lenders (including the Lender) on a pro rata basis in accordance with their respective Applicable Percentages.

SECTION 7. EVENTS OF DEFAULT; ACCELERATION

7.1 Events of Default. The occurrence of any Event of Default (as defined in the Credit Agreement) shall constitute an event of default under this Note. Events of Default under the Credit Agreement include, without limitation:

(a) the failure by the Borrower to pay any principal of this Note or any other Loan (as defined in the Credit Agreement) when due, whether at stated maturity, upon acceleration, upon mandatory prepayment, or otherwise;

(b) the failure by the Borrower to pay any interest on this Note or any other Loan, or any fee or other amount payable under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), within three (3) Business Days after the same becomes due;

(c) any breach by the Borrower of the financial covenants set forth in the Credit Agreement, including (i) the requirement to maintain minimum liquidity (consisting of unrestricted cash and cash equivalents plus undrawn availability under the DIP Facility) of not less than Fifteen Million and No/100 Dollars ($15,000,000.00) at all times, (ii) the requirement that maximum cumulative variance of actual cash disbursements to budgeted cash disbursements not exceed fifteen percent (15%) on a rolling four (4)-week basis, tested on a weekly basis, and (iii) the requirement that minimum EBITDA (as defined in the Credit Agreement) for any rolling four (4)-week period shall not be less than negative Five Million and No/100 Dollars (negative $5,000,000.00);

(d) any breach by the Borrower of the milestones set forth in Section 9 of this Note and the Credit Agreement;

(e) the entry of any order by the Bankruptcy Court or any other court of competent jurisdiction that is materially adverse to the interests of the DIP Lenders under the Credit Agreement, the DIP Orders, or any other Loan Document;

(f) the conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code;

(g) the appointment of a trustee, examiner with expanded powers, or a responsible person in the Chapter 11 Case;

(h) the dismissal of the Chapter 11 Case or the filing of a motion by the Borrower seeking dismissal;

(i) any material breach of the representations, warranties, or covenants of the Borrower under the Credit Agreement or any other Loan Document; and

(j) such other customary events of default as are set forth in the Credit Agreement.

7.2 Acceleration. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may (and upon the direction of the Required Lenders (as defined in the Credit Agreement) shall), by written notice to the Borrower and the Bankruptcy Court, declare the outstanding principal balance of this Note, together with all accrued and unpaid interest thereon, all fees, and all other amounts owing hereunder and under the Credit Agreement, to be immediately due and payable, without further notice, presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by the Borrower, subject in all respects to the terms and conditions of the Credit Agreement and the DIP Orders, including any applicable notice and remedies-standstill periods set forth therein or imposed by the Bankruptcy Court.

SECTION 8. REPRESENTATIONS, WARRANTIES, AND COVENANTS

8.1 Incorporation by Reference. The representations, warranties, and covenants of the Borrower as set forth in the Credit Agreement and the DIP Orders are hereby incorporated herein by reference as if fully set forth in this Note. The Borrower acknowledges and agrees that each advance under this Note shall constitute a reaffirmation by the Borrower of all such representations and warranties as of the date of such advance (or, in the case of representations and warranties that speak as of a specific date, as of such specific date), except to the extent that any changes thereto have been disclosed to the Administrative Agent and the Lenders and approved or waived in accordance with the Credit Agreement.

8.2 Financial Covenants. Without limiting the generality of Section 8.1, the Borrower covenants and agrees to comply at all times during the term of this Note with the following financial covenants as set forth in the Credit Agreement:

(a) Minimum Liquidity. The Borrower shall maintain minimum liquidity (consisting of unrestricted cash and cash equivalents held in accounts subject to control agreements in favor of the Collateral Agent, plus undrawn and available commitments under the DIP Facility) of not less than Fifteen Million and No/100 Dollars ($15,000,000.00) at all times, tested on a daily basis and reported to the Administrative Agent on a weekly basis.

(b) Maximum Cumulative Variance to Budget. The Borrower shall not permit the cumulative variance of actual aggregate cash disbursements to the budgeted aggregate cash disbursements as set forth in the DIP Budget (as defined in the Credit Agreement) to exceed fifteen percent (15%) on a rolling four (4)-week basis, tested on a weekly basis and reported to the Administrative Agent on a weekly basis, commencing with the fourth full week following the Petition Date.

(c) Minimum EBITDA. The Borrower shall not permit EBITDA (as defined in the Credit Agreement) for any rolling four (4)-week period, commencing with the fourth full week following the Petition Date, to be less than negative Five Million and No/100 Dollars (negative $5,000,000.00).

8.3 DIP Budget. The initial DIP Budget covers a period of thirteen (13) weeks, commencing on May 15, 2025 (the Petition Date) and ending on August 13, 2025. The DIP Budget shall be updated and extended in four (4)-week increments, subject to the prior written approval of the Required Lenders (or such other Lender consent threshold as may be specified in the Credit Agreement), and each such updated DIP Budget shall be delivered to the Administrative Agent and the Lenders not less than five (5) Business Days prior to the expiration of the then-current DIP Budget period.

SECTION 9. MILESTONES

The Borrower covenants and agrees to comply with the following milestones (the "Milestones") as set forth in the Credit Agreement:

(a) Interim DIP Order. The Borrower shall have obtained entry of the Interim Order by the Bankruptcy Court within five (5) Business Days of the Petition Date (i.e., on or before May 22, 2025). The Borrower represents that this Milestone has been satisfied by the entry of the Interim Order on May 22, 2025.

(b) Final DIP Order. The Borrower shall obtain entry of the Final Order by the Bankruptcy Court within thirty-five (35) days of the Petition Date (i.e., on or before June 19, 2025).

(c) Filing of Plan or Section 363 Sale Motion. The Borrower shall file a plan of reorganization or a motion to sell all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code within one hundred fifty (150) days of the Petition Date (i.e., on or before October 12, 2025).

(d) Confirmation or Sale Closing. The Borrower shall obtain entry of an order confirming a plan of reorganization or approving and consummating a sale of all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code within two hundred seventy (270) days of the Petition Date (i.e., on or before February 8, 2026).

The failure of the Borrower to satisfy any Milestone within the time periods specified above (as such periods may be extended with the prior written consent of the Required Lenders in accordance with the Credit Agreement) shall constitute an Event of Default under the Credit Agreement and this Note.

SECTION 10. WAIVERS BY BORROWER

10.1 General Waivers. To the fullest extent permitted by applicable law, the Borrower hereby waives presentment for payment, demand for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as may be specifically required under the Credit Agreement or the DIP Orders.

10.2 No Waiver by Lender. No failure or delay on the part of the Lender, the Administrative Agent, or any other Secured Party in exercising any right, power, or privilege hereunder or under the Credit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of the Lender, the Administrative Agent, and the other Secured Parties under this Note, the Credit Agreement, and the other Loan Documents are cumulative and are not exclusive of any rights or remedies that any such Person would otherwise have at law, in equity, or under the Bankruptcy Code.

10.3 Waiver of Setoff, Counterclaim, and Cross-Claim. The Borrower hereby waives any right to assert any setoff, counterclaim, or cross-claim against the Lender, the Administrative Agent, or any other Secured Party in connection with the obligations evidenced by this Note, except to the extent that any such setoff, counterclaim, or cross-claim may be separately asserted as an independent action or proceeding in accordance with the Bankruptcy Code and the DIP Orders. Nothing in this Section 10.3 shall be construed to limit the Borrower's right to raise defenses in any action or proceeding brought by the Lender or the Administrative Agent to enforce this Note or the Credit Agreement, to the extent such defenses are permitted under the Credit Agreement and the DIP Orders.

SECTION 11. TRANSFER AND ASSIGNMENT

11.1 Assignment by Lender. This Note may be assigned or transferred by the Lender, in whole or in part, only in accordance with the assignment and participation provisions set forth in the Credit Agreement, including, without limitation, compliance with minimum assignment thresholds, notice requirements, and the payment of any applicable assignment fee to the Administrative Agent. Any assignment or transfer made in violation of the Credit Agreement shall be void and of no force or effect.

11.2 Rights of Assignee. Any assignee or transferee of this Note (or any portion hereof) that becomes a party to the Credit Agreement in accordance with the terms thereof shall be entitled to all of the rights, benefits, and protections accorded to the Lender hereunder and under the Credit Agreement, including the Superpriority Claims and the security interests described in Section 5, subject in all respects to the terms and conditions of the Credit Agreement, the DIP Orders, and applicable law. Upon any such assignment or transfer, references herein to the "Lender" shall be deemed to include such assignee or transferee, as applicable.

SECTION 12. RELATIONSHIP TO CREDIT AGREEMENT

12.1 Governed by Credit Agreement. This Note is issued under and pursuant to the Credit Agreement and is subject to all of the terms, conditions, and provisions thereof, including, without limitation, the Events of Default and the remedies available thereunder. In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, the terms of the Credit Agreement shall govern and control.

12.2 Rights and Obligations Under Credit Agreement. The Lender is entitled to the benefits of, and is subject to the obligations and limitations applicable to, a "Lender" under the Credit Agreement. Without limiting the foregoing, the Lender acknowledges and agrees that (a) the Administrative Agent for all purposes hereunder and under the Credit Agreement is Ironclad Capital Partners LP, and the Lender shall look solely to the Administrative Agent for the exercise of rights and remedies on behalf of the Lenders (except as otherwise expressly provided in the Credit Agreement), and (b) the Collateral Agent for all purposes hereunder and under the Credit Agreement is Meridian Trust Company, and the Lender shall look solely to the Collateral Agent for the holding and enforcement of security interests and liens on behalf of the Secured Parties (except as otherwise expressly provided in the Credit Agreement).

12.3 Supplemental Nature of Note. This Note is intended to evidence the Borrower's obligation to repay the amounts advanced by the Lender under the Credit Agreement and is not intended to modify, amend, or supplement the Credit Agreement or any other Loan Document in any respect. The delivery of this Note shall not constitute a novation of any obligation of the Borrower under the Credit Agreement.

SECTION 13. GOVERNING LAW

This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law. The Borrower acknowledges that the Chapter 11 Case and all matters relating to the administration of the Borrower's bankruptcy estate, including the entry and enforcement of the DIP Orders, are subject to the jurisdiction of the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division).

SECTION 14. JURISDICTION; VENUE; WAIVER OF JURY TRIAL

14.1 Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), for so long as the Chapter 11 Case remains pending and such court has jurisdiction over the subject matter, and (b) to the extent that the Bankruptcy Court does not have jurisdiction or abstains from exercising jurisdiction, the United States District Court for the Northern District of Iowa and the courts of the State of New York sitting in the Borough of Manhattan, County of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document, and agrees not to commence any such suit, action, or proceeding except in such courts.

14.2 Waiver of Venue and Inconvenient Forum. The Borrower hereby irrevocably and unconditionally 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 suit, action, or proceeding arising out of or relating to this Note or the Credit Agreement in any court referred to in Section 14.1, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

14.3 WAIVER OF JURY TRIAL. THE BORROWER, THE LENDER, THE ADMINISTRATIVE AGENT, AND EACH OTHER SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THE CREDIT AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

SECTION 15. NOTICES

All notices, requests, demands, consents, instructions, and other communications hereunder shall be in writing and shall be delivered in the manner and to the addresses specified in the Credit Agreement, including as follows:

If to the Borrower:

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

Attention: Monica Huang, General Counsel & Secretary

Telephone: (319) 555-4200

Email: mhuang@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) 555-8100

Email: nbower@calderwoodharkness.com

If to the Lender:

Ridgeline Opportunity Fund III LP 200 S. Wacker Drive, Suite 2900 Chicago, Illinois 60606

Attention: Samuel Ostrowski, Managing Director, Special Situations

Telephone: (312) 555-7700

Email: sostrowski@ridgelinefunds.com

If to the Administrative Agent:

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

Attention: Kevin Pratt, VP, Portfolio Management

Telephone: (212) 555-9300

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) 555-6600

Email: ryeung@harmonkeach.com

All notices shall be deemed given and effective in accordance with the notice provisions set forth in the Credit Agreement.

SECTION 16. AMENDMENTS

This Note may not be amended, modified, supplemented, or waived except in a writing executed in accordance with the provisions of the Credit Agreement governing amendments and waivers, including, without limitation, the Required Lender consent thresholds and any provisions requiring the consent of each affected Lender for certain types of amendments. Any purported amendment, modification, supplement, or waiver that does not comply with such provisions shall be void and of no force or effect.

SECTION 17. SEVERABILITY

If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions shall continue in full force and effect. To the extent permitted by applicable law, the Borrower and the Lender hereby waive any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.

SECTION 18. SUCCESSORS AND ASSIGNS

This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors, heirs, administrators, and permitted assigns, in each case subject to the terms and conditions of the Credit Agreement governing assignments and participations. The Borrower may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Administrative Agent and the Required Lenders.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its authorized representative as of the date first written above.

BORROWER / MAKER:

GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as Borrower and Debtor-in-Possession

By: ________

Name: Derek Calloway

Title: Chief Executive Officer and Manager

Date: May 22, 2025

ACKNOWLEDGMENT AND ACCEPTANCE PAGE TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

ACKNOWLEDGED AND ACCEPTED by the Lender as of the date first written above:

LENDER / PAYEE:

RIDGELINE OPPORTUNITY FUND III LP, a Delaware limited partnership

By: Ridgeline GP III LLC, its General Partner

By: ________

Name: Samuel Ostrowski

Title: Managing Director, Special Situations

Date: May 22, 2025

ANNEX A

SCHEDULE OF ADVANCES AND PAYMENTS

This schedule shall be maintained by the Administrative Agent (Ironclad Capital Partners LP) in its books and records and shall reflect all advances made to, and principal payments received from, the Borrower in respect of this Note. The entries made by the Administrative Agent in this schedule (or in any electronic system maintained by the Administrative Agent for such purpose) shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded herein; provided that the failure of the Administrative Agent to make any entry, or any error in making any entry, shall not limit or otherwise affect the obligations of the Borrower under this Note or the Credit Agreement. In the event of any discrepancy between this schedule and the books and records of the Administrative Agent, the books and records of the Administrative Agent shall be conclusive absent manifest error.

This Annex A is attached to and forms a part of that certain Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note, dated as of May 22, 2025, in the original principal amount of $50,000,000.00, issued by Greenfield Agricultural Partners LLC in favor of Ridgeline Opportunity Fund III LP.

Date of Advance

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE
Principal Amount: $50,000,000.00
Date: May 22, 2025
THIS NOTE HAS BEEN ISSUED PURSUANT TO, AND IS SUBJECT TO THE TERMS OF, THAT CERTAIN 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 "CREDIT AGREEMENT"), AMONG GREENFIELD AGRICULTURAL PARTNERS LLC, AS BORROWER, IRONCLAD CAPITAL PARTNERS LP, AS ADMINISTRATIVE AGENT, IRONCLAD CAPITAL PARTNERS LP, RIDGELINE OPPORTUNITY FUND III LP, AND BRAMBLEWOOD CREDIT ADVISORS LLC, AS LENDERS, AND MERIDIAN TRUST COMPANY, AS COLLATERAL AGENT. THIS NOTE IS ENTITLED TO THE BENEFITS OF, AND IS SUBJECT TO THE TERMS AND CONDITIONS OF, THE CREDIT AGREEMENT AND THE DIP ORDERS (AS DEFINED HEREIN).
In re Greenfield Agricultural Partners LLC, Debtor, Case No. 25-01147, United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.
RECITALS
WHEREAS, Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower" or "Maker"), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, Employer Identification Number 42-8837291, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the "Bankruptcy Code"), on May 15, 2025 (the "Petition Date"), in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), and is operating its business and managing its properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code;
WHEREAS, the Borrower's Chapter 11 case is pending before the Bankruptcy Court under Case No. 25-01147 (the "Chapter 11 Case");
WHEREAS, Ridgeline Opportunity Fund III LP, a Delaware limited partnership (the "Lender" or "Payee"), with its principal office at 200 S. Wacker Drive, Suite 2900, Chicago, Illinois 60606, is one of the lenders party to that certain 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 "Credit Agreement"), among (i) Greenfield Agricultural Partners LLC, as Borrower, (ii) Ironclad Capital Partners LP, a Delaware limited partnership, as Administrative Agent (in such capacity, the "Administrative Agent"), (iii) Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as Lenders, and (iv) Meridian Trust Company, a New York trust company, as Collateral Agent (in such capacity, the "Collateral Agent");
WHEREAS, this Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement, and evidences the indebtedness of the Borrower to the Lender arising under and in connection with the Credit Agreement;
WHEREAS, the aggregate principal amount of the debtor-in-possession revolving credit facility established pursuant to the Credit Agreement is ONE HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($175,000,000.00) (the "DIP Facility"), of which the Lender's commitment (the "Ridgeline Commitment") is FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00), representing approximately 28.57% of the total commitments under the DIP Facility (the "Applicable Percentage");
WHEREAS, the DIP Facility has been authorized pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code by (a) the Interim Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, 503, and 507 (I) Authorizing the Debtor to Obtain Senior Secured Superpriority Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing Use of Cash Collateral, (IV) Granting Adequate Protection, and (V) Scheduling a Final Hearing, entered by the Bankruptcy Court on May 22, 2025 (the "Interim Order"), and (b) the Final Order on substantially the same terms anticipated to be entered by the Bankruptcy Court on or before June 19, 2025 (the "Final Order" and, together with the Interim Order, the "DIP Orders"); and
WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby agrees as follows:
SECTION 1. PROMISE TO PAY
FOR VALUE RECEIVED, the undersigned Borrower hereby unconditionally promises to pay to the order of Ridgeline Opportunity Fund III LP, or its registered assigns, the principal sum of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00), or, if less, such lesser amount as shall have been advanced by the Lender to the Borrower under the Credit Agreement and which remains outstanding as of any date of determination, as reflected in the books and records of the Administrative Agent, which records shall be conclusive absent manifest error.
The entire 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, shall be due and payable in full on the Maturity Date. As used herein, the "Maturity Date" means the earliest to occur of:
(a) May 15, 2026, being the date that is twelve (12) months following the Petition Date;
(b) the effective date of a confirmed plan of reorganization in the Chapter 11 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; or
(d) the date on which the outstanding obligations under the Credit Agreement are declared or become due and payable as a result of an acceleration following the occurrence and continuance of an Event of Default, in each case as set forth in and subject to the terms and conditions of the Credit Agreement and the DIP Orders.
All payments of principal and interest under this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, or deduction of any kind (except as otherwise expressly provided herein or in the Credit Agreement), to the Administrative Agent for the account of the Lender in accordance with the terms of the Credit Agreement.
SECTION 2. INTEREST
2.1 Applicable Rate. Interest on the outstanding principal balance of this Note shall accrue from and including the date of each advance hereunder at a 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 Margin"); provided that the Adjusted Term SOFR Rate shall be subject to a floor of four percent (4.00%) per annum (the "SOFR Floor"), such that the minimum effective all-in interest rate payable under this Note shall be twelve and one-half percent (12.50%) per annum (consisting of the SOFR Floor of 4.00% plus the Applicable Margin of 8.50%). For purposes of this Note, "Adjusted Term SOFR Rate" means the Term SOFR Rate for the applicable Interest Period, as determined by the Administrative Agent in accordance with the Credit Agreement, plus a SOFR Adjustment of 0.10% (ten basis points) per annum.
2.2 Default Rate. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (as defined therein), interest on all outstanding obligations evidenced by this Note shall accrue at a rate per annum equal to an additional two hundred basis points (2.00%) above the rate that would otherwise be applicable pursuant to Section 2.1 hereof (the "Default Rate"). Without limiting the foregoing, the Default Rate shall be equal to the Adjusted Term SOFR Rate (subject to the SOFR Floor) plus one thousand fifty basis points (10.50%), resulting in a minimum effective Default Rate of fourteen and one-half percent (14.50%) per annum (consisting of the SOFR Floor of 4.00% plus 10.50%). Interest accruing at the Default Rate shall be payable on demand by the Administrative Agent. The imposition of the Default Rate shall not constitute a waiver of any Event of Default or any rights or remedies of the Lender or the Administrative Agent.
2.3 Interest Payment Dates. Interest accrued on the outstanding principal balance of this Note shall be due and payable in arrears on each Interest Payment Date as specified in the Credit Agreement, which shall include the first Business Day of each calendar month and the Maturity Date. Interest accrued at the Default Rate shall be payable on demand by the Administrative Agent.
2.4 Computation of Interest. All interest payable hereunder shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed (including the first day of the applicable period but excluding the last day of such period). Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Note or the Credit Agreement shall be conclusive and binding for all purposes, absent manifest error.
2.5 Maximum Lawful Rate. Notwithstanding anything contained in this Note or the Credit Agreement to the contrary, the rate of interest payable hereunder shall in no event exceed the maximum rate permitted by applicable law (the "Maximum Lawful Rate"). If at any time the rate of interest payable hereunder would exceed the Maximum Lawful Rate, the rate of interest payable shall automatically be reduced to the Maximum Lawful Rate, and any amounts collected in excess of the Maximum Lawful Rate shall be applied to the reduction of the outstanding principal balance hereunder or, if the principal balance has been paid in full, refunded to the Borrower.
SECTION 3. PRINCIPAL PAYMENTS; PREPAYMENTS
3.1 Scheduled Payments. The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts owing hereunder, shall be due and payable in full on the Maturity Date, unless earlier prepaid or accelerated in accordance with the terms and conditions of the Credit Agreement and the DIP Orders. No scheduled amortization payments of principal shall be required prior to the Maturity Date.
3.2 Mandatory Prepayments. The Borrower shall make mandatory prepayments of the outstanding principal balance of this Note in the amounts and under the circumstances set forth in the Credit Agreement, including, without limitation, mandatory prepayments from (a) the net cash proceeds of any sale, transfer, or other disposition of any assets of the Borrower (other than dispositions permitted under the Credit Agreement), (b) the net cash proceeds of any insurance recovery or condemnation award received by the Borrower, (c) any extraordinary receipts or other mandatory prepayment events described in the Credit Agreement, and (d) any amounts required to be applied as mandatory prepayments under the DIP Orders. All mandatory prepayments shall be applied in accordance with the Credit Agreement, and the Lender's share of any such mandatory prepayment shall be based on the Lender's Applicable Percentage (28.57%).
3.3 Voluntary Prepayments. The Borrower may voluntarily prepay the outstanding principal balance of this Note, in whole or in part, at any time or from time to time, subject to the terms and conditions set forth in the Credit Agreement, including without limitation (a) minimum prepayment amounts and notice requirements as specified therein, (b) payment of all accrued and unpaid interest on the amount prepaid through the date of prepayment, and (c) payment of any applicable breakage costs or other amounts required under the Credit Agreement. All voluntary prepayments shall be applied in accordance with the Credit Agreement.
3.4 Application of Payments. All payments of principal and interest received by the Administrative Agent in respect of the obligations evidenced by this Note shall be applied in the order and manner specified in the Credit Agreement. Without limiting the foregoing, all payments to the Lender shall be made through the Administrative Agent on a pro rata basis based on the Lender's Applicable Percentage (28.57%) relative to the aggregate outstanding obligations of all Lenders under the DIP Facility, except as otherwise provided in the Credit Agreement. The Lender acknowledges and agrees that the Administrative Agent shall have the right to net, set off, and apply any amounts owed by the Borrower to the Administrative Agent against amounts owing under this Note, in accordance with and subject to the terms of the Credit Agreement.
SECTION 4. FEES
In addition to the interest payable pursuant to Section 2 hereof, the Borrower shall pay to the Lender (through the Administrative Agent) the following fees under and as more fully described in the Credit Agreement:
(a) Closing Fee. The Lender's pro rata share (based on the Lender's Applicable Percentage of 28.57%) of the aggregate closing fee of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) payable under the Credit Agreement (representing 2.00% of the aggregate commitments of $175,000,000.00 under the DIP Facility), which Lender's share equals One Million and No/100 Dollars ($1,000,000.00). The Closing Fee shall be deemed fully earned upon entry of the Interim Order and shall be payable in the manner and at the times set forth in the Credit Agreement.
(b) Exit Fee. The Lender's pro rata share (based on the Lender's Applicable Percentage of 28.57%) of the aggregate exit fee of One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00) payable under the Credit Agreement (representing 1.00% of the aggregate commitments of $175,000,000.00 under the DIP Facility), which Lender's share equals Five Hundred Thousand and No/100 Dollars ($500,000.00). The Exit Fee shall be deemed fully earned on the date of this Note and shall be due and payable on the Maturity Date or upon any earlier termination of the DIP Facility, in each case as set forth in the Credit Agreement.
(c) Unused Line Fee. A commitment fee (the "Unused Line Fee") at a rate of 0.50% per annum on the average daily undrawn and uncanceled portion of the Lender's commitment under the DIP Facility, accruing from the date of this Note and payable in arrears on each Interest Payment Date and on the Maturity Date or upon any earlier termination of the DIP Facility, in each case as more fully described in and in accordance with the Credit Agreement.
All fees payable hereunder shall be fully earned when due and shall not be refundable under any circumstances once paid. The Borrower acknowledges that the fees described in this Section 4 are in addition to, and not in lieu of, any other fees, costs, or expenses payable under the Credit Agreement, including without limitation the reasonable and documented fees and expenses of counsel to the Administrative Agent, the Collateral Agent, and the Lenders.
SECTION 5. SECURITY; SUPERPRIORITY STATUS
5.1 Security Interest and Liens. The obligations of the Borrower evidenced by this Note are secured by a first-priority priming lien granted pursuant to Section 364(d) of the Bankruptcy Code on all pre-petition collateral of the Borrower (including all assets that were subject to liens in favor of pre-petition secured creditors) and a first-priority lien on all previously unencumbered assets of the Borrower pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, in each case as more fully described in and subject to the terms and conditions of (a) the Credit Agreement, (b) the DIP Security Agreement (as defined in the Credit Agreement), (c) the DIP intellectual Property Security Agreement (as defined in the Credit Agreement), and (d) those certain Mortgages, Deeds of Trust, Security Agreements, Assignments of Rents, and Fixture Filings (collectively, the "Mortgages") covering, among other things, the Borrower's real property interests located in (i) Cedar Falls, Iowa, (ii) Decatur, Illinois, and (iii) Jonesboro, Arkansas, each executed and delivered by the Borrower in favor of Meridian Trust Company, as Collateral Agent, for the benefit of the Secured Parties. The Collateral secures all Obligations (as defined in the Credit Agreement) on a first-priority basis, subject to the Carve-Out (as defined below) and the DIP Orders.
5.2 Superpriority Administrative Expense Claim. The obligations of the Borrower evidenced by this Note constitute allowed superpriority administrative expense claims against the Borrower and its estate pursuant to Section 364(c)(1) of the Bankruptcy Code (the "Superpriority Claims"), having priority in right of payment over all other administrative expense claims and unsecured claims against the Borrower and its estate of any kind or nature whatsoever, whether now existing or hereafter arising, 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 DIP Orders.
5.3 Carve-Out. The Superpriority Claims and the liens securing the obligations under this Note are subject to the Carve-Out as defined in the Credit Agreement and the DIP Orders. As set forth therein, the post-trigger Carve-Out is Three Million and No/100 Dollars ($3,000,000.00) in the aggregate, consisting of (a) Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) for the allowed and unpaid fees and expenses of professionals retained by the Borrower's estate and any official committee of unsecured creditors appointed in the Chapter 11 Case, and (b) Five Hundred Thousand and No/100 Dollars ($500,000.00) for quarterly fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6).
5.4 Court Authorization. The security interests, liens, and Superpriority Claims described in this Section 5 have been authorized and approved by orders of the Bankruptcy Court, including the Interim Order entered on May 22, 2025, and the Final Order anticipated to be entered on or before June 19, 2025, in Case No. 25-01147. The terms and conditions of the DIP Orders are incorporated herein by reference. In the event of any conflict between the terms of this Note and the DIP Orders, the DIP Orders shall control.
SECTION 6. INTERIM AND FINAL DRAW AVAILABILITY
6.1 Interim Draw Availability. The Lender acknowledges and agrees that, pursuant to the Credit Agreement and the Interim Order, the aggregate amount available to be drawn by the Borrower under the DIP Facility upon entry of the Interim Order is limited to Eighty Million and No/100 Dollars ($80,000,000.00) (the "Interim Draw Limit"). The Lender's pro rata share of the Interim Draw Limit, based on its Applicable Percentage of 28.57%, is approximately Twenty-Two Million Eight Hundred Fifty-Seven Thousand One Hundred Forty-Three and No/100 Dollars ($22,857,143.00). No draws shall be permitted under this Note in excess of the Lender's pro rata share of the Interim Draw Limit until the entry of the Final Order.
6.2 Final Draw Availability. Upon the entry of the Final Order by the Bankruptcy Court, the remaining commitment availability under the DIP Facility shall become available for borrowing. The aggregate remaining commitment availability (equal to $175,000,000.00 minus $80,000,000.00, or Ninety-Five Million and No/100 Dollars ($95,000,000.00)) shall become available under the DIP Facility, and the Lender's pro rata share of such remaining availability, based on its Applicable Percentage of 28.57%, is approximately Twenty-Seven Million One Hundred Forty-Two Thousand Eight Hundred Fifty-Seven and No/100 Dollars ($27,142,857.00). Upon entry of the Final Order, the full amount of the Lender's commitment under this Note ($50,000,000.00) shall be available, subject to the terms and conditions of the Credit Agreement and the Final Order.
6.3 Borrowing Requests. All draws on the Lender's commitment under this Note shall be made pursuant to Borrowing Requests (as defined in the Credit Agreement) delivered by the Borrower to the Administrative Agent in accordance with the notice, timing, and other requirements set forth in the Credit Agreement. Each Borrowing Request shall specify the aggregate amount of the requested borrowing, the proposed date of such borrowing, and any other information required under the Credit Agreement. The Administrative Agent shall allocate each borrowing among the Lenders (including the Lender) on a pro rata basis in accordance with their respective Applicable Percentages.
SECTION 7. EVENTS OF DEFAULT; ACCELERATION
7.1 Events of Default. The occurrence of any Event of Default (as defined in the Credit Agreement) shall constitute an event of default under this Note. Events of Default under the Credit Agreement include, without limitation:
(a) the failure by the Borrower to pay any principal of this Note or any other Loan (as defined in the Credit Agreement) when due, whether at stated maturity, upon acceleration, upon mandatory prepayment, or otherwise;
(b) the failure by the Borrower to pay any interest on this Note or any other Loan, or any fee or other amount payable under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), within three (3) Business Days after the same becomes due;
(c) any breach by the Borrower of the financial covenants set forth in the Credit Agreement, including (i) the requirement to maintain minimum liquidity (consisting of unrestricted cash and cash equivalents plus undrawn availability under the DIP Facility) of not less than Fifteen Million and No/100 Dollars ($15,000,000.00) at all times, (ii) the requirement that maximum cumulative variance of actual cash disbursements to budgeted cash disbursements not exceed fifteen percent (15%) on a rolling four (4)-week basis, tested on a weekly basis, and (iii) the requirement that minimum EBITDA (as defined in the Credit Agreement) for any rolling four (4)-week period shall not be less than negative Five Million and No/100 Dollars (negative $5,000,000.00);
(d) any breach by the Borrower of the milestones set forth in Section 9 of this Note and the Credit Agreement;
(e) the entry of any order by the Bankruptcy Court or any other court of competent jurisdiction that is materially adverse to the interests of the DIP Lenders under the Credit Agreement, the DIP Orders, or any other Loan Document;
(f) the conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code;
(g) the appointment of a trustee, examiner with expanded powers, or a responsible person in the Chapter 11 Case;
(h) the dismissal of the Chapter 11 Case or the filing of a motion by the Borrower seeking dismissal;
(i) any material breach of the representations, warranties, or covenants of the Borrower under the Credit Agreement or any other Loan Document; and
(j) such other customary events of default as are set forth in the Credit Agreement.
7.2 Acceleration. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may (and upon the direction of the Required Lenders (as defined in the Credit Agreement) shall), by written notice to the Borrower and the Bankruptcy Court, declare the outstanding principal balance of this Note, together with all accrued and unpaid interest thereon, all fees, and all other amounts owing hereunder and under the Credit Agreement, to be immediately due and payable, without further notice, presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by the Borrower, subject in all respects to the terms and conditions of the Credit Agreement and the DIP Orders, including any applicable notice and remedies-standstill periods set forth therein or imposed by the Bankruptcy Court.
SECTION 8. REPRESENTATIONS, WARRANTIES, AND COVENANTS
8.1 Incorporation by Reference. The representations, warranties, and covenants of the Borrower as set forth in the Credit Agreement and the DIP Orders are hereby incorporated herein by reference as if fully set forth in this Note. The Borrower acknowledges and agrees that each advance under this Note shall constitute a reaffirmation by the Borrower of all such representations and warranties as of the date of such advance (or, in the case of representations and warranties that speak as of a specific date, as of such specific date), except to the extent that any changes thereto have been disclosed to the Administrative Agent and the Lenders and approved or waived in accordance with the Credit Agreement.
8.2 Financial Covenants. Without limiting the generality of Section 8.1, the Borrower covenants and agrees to comply at all times during the term of this Note with the following financial covenants as set forth in the Credit Agreement:
(a) Minimum Liquidity. The Borrower shall maintain minimum liquidity (consisting of unrestricted cash and cash equivalents held in accounts subject to control agreements in favor of the Collateral Agent, plus undrawn and available commitments under the DIP Facility) of not less than Fifteen Million and No/100 Dollars ($15,000,000.00) at all times, tested on a daily basis and reported to the Administrative Agent on a weekly basis.
(b) Maximum Cumulative Variance to Budget. The Borrower shall not permit the cumulative variance of actual aggregate cash disbursements to the budgeted aggregate cash disbursements as set forth in the DIP Budget (as defined in the Credit Agreement) to exceed fifteen percent (15%) on a rolling four (4)-week basis, tested on a weekly basis and reported to the Administrative Agent on a weekly basis, commencing with the fourth full week following the Petition Date.
(c) Minimum EBITDA. The Borrower shall not permit EBITDA (as defined in the Credit Agreement) for any rolling four (4)-week period, commencing with the fourth full week following the Petition Date, to be less than negative Five Million and No/100 Dollars (negative $5,000,000.00).
8.3 DIP Budget. The initial DIP Budget covers a period of thirteen (13) weeks, commencing on May 15, 2025 (the Petition Date) and ending on August 13, 2025. The DIP Budget shall be updated and extended in four (4)-week increments, subject to the prior written approval of the Required Lenders (or such other Lender consent threshold as may be specified in the Credit Agreement), and each such updated DIP Budget shall be delivered to the Administrative Agent and the Lenders not less than five (5) Business Days prior to the expiration of the then-current DIP Budget period.
SECTION 9. MILESTONES
The Borrower covenants and agrees to comply with the following milestones (the "Milestones") as set forth in the Credit Agreement:
(a) Interim DIP Order. The Borrower shall have obtained entry of the Interim Order by the Bankruptcy Court within five (5) Business Days of the Petition Date (i.e., on or before May 22, 2025). The Borrower represents that this Milestone has been satisfied by the entry of the Interim Order on May 22, 2025.
(b) Final DIP Order. The Borrower shall obtain entry of the Final Order by the Bankruptcy Court within thirty-five (35) days of the Petition Date (i.e., on or before June 19, 2025).
(c) Filing of Plan or Section 363 Sale Motion. The Borrower shall file a plan of reorganization or a motion to sell all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code within one hundred fifty (150) days of the Petition Date (i.e., on or before October 12, 2025).
(d) Confirmation or Sale Closing. The Borrower shall obtain entry of an order confirming a plan of reorganization or approving and consummating a sale of all or substantially all of the Borrower's assets pursuant to Section 363 of the Bankruptcy Code within two hundred seventy (270) days of the Petition Date (i.e., on or before February 8, 2026).
The failure of the Borrower to satisfy any Milestone within the time periods specified above (as such periods may be extended with the prior written consent of the Required Lenders in accordance with the Credit Agreement) shall constitute an Event of Default under the Credit Agreement and this Note.
SECTION 10. WAIVERS BY BORROWER
10.1 General Waivers. To the fullest extent permitted by applicable law, the Borrower hereby waives presentment for payment, demand for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as may be specifically required under the Credit Agreement or the DIP Orders.
10.2 No Waiver by Lender. No failure or delay on the part of the Lender, the Administrative Agent, or any other Secured Party in exercising any right, power, or privilege hereunder or under the Credit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of the Lender, the Administrative Agent, and the other Secured Parties under this Note, the Credit Agreement, and the other Loan Documents are cumulative and are not exclusive of any rights or remedies that any such Person would otherwise have at law, in equity, or under the Bankruptcy Code.
10.3 Waiver of Setoff, Counterclaim, and Cross-Claim. The Borrower hereby waives any right to assert any setoff, counterclaim, or cross-claim against the Lender, the Administrative Agent, or any other Secured Party in connection with the obligations evidenced by this Note, except to the extent that any such setoff, counterclaim, or cross-claim may be separately asserted as an independent action or proceeding in accordance with the Bankruptcy Code and the DIP Orders. Nothing in this Section 10.3 shall be construed to limit the Borrower's right to raise defenses in any action or proceeding brought by the Lender or the Administrative Agent to enforce this Note or the Credit Agreement, to the extent such defenses are permitted under the Credit Agreement and the DIP Orders.
SECTION 11. TRANSFER AND ASSIGNMENT
11.1 Assignment by Lender. This Note may be assigned or transferred by the Lender, in whole or in part, only in accordance with the assignment and participation provisions set forth in the Credit Agreement, including, without limitation, compliance with minimum assignment thresholds, notice requirements, and the payment of any applicable assignment fee to the Administrative Agent. Any assignment or transfer made in violation of the Credit Agreement shall be void and of no force or effect.
11.2 Rights of Assignee. Any assignee or transferee of this Note (or any portion hereof) that becomes a party to the Credit Agreement in accordance with the terms thereof shall be entitled to all of the rights, benefits, and protections accorded to the Lender hereunder and under the Credit Agreement, including the Superpriority Claims and the security interests described in Section 5, subject in all respects to the terms and conditions of the Credit Agreement, the DIP Orders, and applicable law. Upon any such assignment or transfer, references herein to the "Lender" shall be deemed to include such assignee or transferee, as applicable.
SECTION 12. RELATIONSHIP TO CREDIT AGREEMENT
12.1 Governed by Credit Agreement. This Note is issued under and pursuant to the Credit Agreement and is subject to all of the terms, conditions, and provisions thereof, including, without limitation, the Events of Default and the remedies available thereunder. In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, the terms of the Credit Agreement shall govern and control.
12.2 Rights and Obligations Under Credit Agreement. The Lender is entitled to the benefits of, and is subject to the obligations and limitations applicable to, a "Lender" under the Credit Agreement. Without limiting the foregoing, the Lender acknowledges and agrees that (a) the Administrative Agent for all purposes hereunder and under the Credit Agreement is Ironclad Capital Partners LP, and the Lender shall look solely to the Administrative Agent for the exercise of rights and remedies on behalf of the Lenders (except as otherwise expressly provided in the Credit Agreement), and (b) the Collateral Agent for all purposes hereunder and under the Credit Agreement is Meridian Trust Company, and the Lender shall look solely to the Collateral Agent for the holding and enforcement of security interests and liens on behalf of the Secured Parties (except as otherwise expressly provided in the Credit Agreement).
12.3 Supplemental Nature of Note. This Note is intended to evidence the Borrower's obligation to repay the amounts advanced by the Lender under the Credit Agreement and is not intended to modify, amend, or supplement the Credit Agreement or any other Loan Document in any respect. The delivery of this Note shall not constitute a novation of any obligation of the Borrower under the Credit Agreement.
SECTION 13. GOVERNING LAW
This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law. The Borrower acknowledges that the Chapter 11 Case and all matters relating to the administration of the Borrower's bankruptcy estate, including the entry and enforcement of the DIP Orders, are subject to the jurisdiction of the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division).
SECTION 14. JURISDICTION; VENUE; WAIVER OF JURY TRIAL
14.1 Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), for so long as the Chapter 11 Case remains pending and such court has jurisdiction over the subject matter, and (b) to the extent that the Bankruptcy Court does not have jurisdiction or abstains from exercising jurisdiction, the United States District Court for the Northern District of Iowa and the courts of the State of New York sitting in the Borough of Manhattan, County of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Note, the Credit Agreement, or any other Loan Document, and agrees not to commence any such suit, action, or proceeding except in such courts.
14.2 Waiver of Venue and Inconvenient Forum. The Borrower hereby irrevocably and unconditionally 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 suit, action, or proceeding arising out of or relating to this Note or the Credit Agreement in any court referred to in Section 14.1, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
14.3 WAIVER OF JURY TRIAL. THE BORROWER, THE LENDER, THE ADMINISTRATIVE AGENT, AND EACH OTHER SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THE CREDIT AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
SECTION 15. NOTICES
All notices, requests, demands, consents, instructions, and other communications hereunder shall be in writing and shall be delivered in the manner and to the addresses specified in the Credit Agreement, including as follows:
If to the Borrower:
Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
Attention: Monica Huang, General Counsel & Secretary
Telephone: (319) 555-4200
Email: mhuang@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) 555-8100
Email: nbower@calderwoodharkness.com
If to the Lender:
Ridgeline Opportunity Fund III LP 200 S. Wacker Drive, Suite 2900 Chicago, Illinois 60606
Attention: Samuel Ostrowski, Managing Director, Special Situations
Telephone: (312) 555-7700
Email: sostrowski@ridgelinefunds.com
If to the Administrative Agent:
Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Kevin Pratt, VP, Portfolio Management
Telephone: (212) 555-9300
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) 555-6600
Email: ryeung@harmonkeach.com
All notices shall be deemed given and effective in accordance with the notice provisions set forth in the Credit Agreement.
SECTION 16. AMENDMENTS
This Note may not be amended, modified, supplemented, or waived except in a writing executed in accordance with the provisions of the Credit Agreement governing amendments and waivers, including, without limitation, the Required Lender consent thresholds and any provisions requiring the consent of each affected Lender for certain types of amendments. Any purported amendment, modification, supplement, or waiver that does not comply with such provisions shall be void and of no force or effect.
SECTION 17. SEVERABILITY
If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions shall continue in full force and effect. To the extent permitted by applicable law, the Borrower and the Lender hereby waive any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.
SECTION 18. SUCCESSORS AND ASSIGNS
This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors, heirs, administrators, and permitted assigns, in each case subject to the terms and conditions of the Credit Agreement governing assignments and participations. The Borrower may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Administrative Agent and the Required Lenders.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its authorized representative as of the date first written above.
BORROWER / MAKER:
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as Borrower and Debtor-in-Possession
By: ________
Name: Derek Calloway
Title: Chief Executive Officer and Manager
Date: May 22, 2025
ACKNOWLEDGMENT AND ACCEPTANCE PAGE TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE
ACKNOWLEDGED AND ACCEPTED by the Lender as of the date first written above:
LENDER / PAYEE:
RIDGELINE OPPORTUNITY FUND III LP, a Delaware limited partnership
By: Ridgeline GP III LLC, its General Partner
By: ________
Name: Samuel Ostrowski
Title: Managing Director, Special Situations
Date: May 22, 2025
ANNEX A
SCHEDULE OF ADVANCES AND PAYMENTS
This schedule shall be maintained by the Administrative Agent (Ironclad Capital Partners LP) in its books and records and shall reflect all advances made to, and principal payments received from, the Borrower in respect of this Note. The entries made by the Administrative Agent in this schedule (or in any electronic system maintained by the Administrative Agent for such purpose) shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded herein; provided that the failure of the Administrative Agent to make any entry, or any error in making any entry, shall not limit or otherwise affect the obligations of the Borrower under this Note or the Credit Agreement. In the event of any discrepancy between this schedule and the books and records of the Administrative Agent, the books and records of the Administrative Agent shall be conclusive absent manifest error.
This Annex A is attached to and forms a part of that certain Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note, dated as of May 22, 2025, in the original principal amount of $50,000,000.00, issued by Greenfield Agricultural Partners LLC in favor of Ridgeline Opportunity Fund III LP.
Date of Advance | Amount of Advance ($) | Applicable Interest Rate (% per annum) | Amount of Principal Repaid ($) | Outstanding Principal Balance ($) | Notation Made By

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

RECITALS

SECTION 1. PROMISE TO PAY

SECTION 2. INTEREST

SECTION 4. FEES

SECTION 6. INTERIM AND FINAL DRAW AVAILABILITY

SECTION 8. REPRESENTATIONS, WARRANTIES, AND COVENANTS

SECTION 9. MILESTONES

SECTION 10. WAIVERS BY BORROWER

SECTION 11. TRANSFER AND ASSIGNMENT

SECTION 12. RELATIONSHIP TO CREDIT AGREEMENT

SECTION 13. GOVERNING LAW

SECTION 15. NOTICES

SECTION 16. AMENDMENTS

SECTION 17. SEVERABILITY

SECTION 18. SUCCESSORS AND ASSIGNS

BORROWER / MAKER:

LENDER / PAYEE:

ANNEX A

SCHEDULE OF ADVANCES AND PAYMENTS

Record

Parties

Dates

Amounts