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INTELLECTUAL PROPERTY SECURITY AGREEMENT

Dated as of May 22, 2025

between

GREENFIELD AGRICULTURAL PARTNERS LLC an Iowa limited liability company, as Grantor

and

MERIDIAN TRUST COMPANY a New York-chartered trust company, as Collateral Agent for the benefit of the DIP Secured Parties

In connection with the Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of May 22, 2025, 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

Chapter 11 Case No. 25-01147 United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) Before the Honorable Margaret R. Dunleavy

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This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement") is made and entered into as of May 22, 2025 (the date of entry of the Interim DIP Order), by and between GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Grantor" or the "Debtor"), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, EIN 42-8837291, as debtor and debtor-in-possession in the Chapter 11 case referenced below, and MERIDIAN TRUST COMPANY, a New York-chartered trust company (the "Collateral Agent"), with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178, acting in its capacity as Collateral Agent for the benefit of the DIP Secured Parties (as defined herein).

RECITALS

WHEREAS (A), Greenfield Agricultural Partners LLC filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (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, which case has been assigned Case No. 25-01147 and is currently pending before the Honorable Margaret R. Dunleavy (the "Bankruptcy Court"), and the Grantor continues to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;

WHEREAS (B), the Grantor, as Borrower, has entered into 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 the terms thereof, the "DIP 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 (collectively, the "Lenders"), and Meridian Trust Company, as Collateral Agent, pursuant to which the Lenders have agreed to provide a senior secured superpriority revolving credit facility in the aggregate amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"), with individual commitments allocated as follows: Ironclad Capital Partners LP — One Hundred Million Dollars ($100,000,000); Ridgeline Opportunity Fund III LP — Fifty Million Dollars ($50,000,000); and Bramblewood Credit Advisors LLC — Twenty-Five Million Dollars ($25,000,000);

WHEREAS (C), the DIP Facility is secured by superpriority liens granted under Sections 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, as authorized by that certain Interim Order Authorizing the Debtor to Obtain Post-Petition Financing, Granting Liens and Providing Superpriority Administrative Expense Status entered by the Bankruptcy Court on May 22, 2025 (the "Interim Order"), and as shall be further authorized by the Final Order Authorizing the Debtor to Obtain Post-Petition Financing, Granting Liens and Providing Superpriority Administrative Expense Status targeted for entry by the Bankruptcy Court on or before June 19, 2025 (the "Final Order");

WHEREAS (D), as a condition precedent to the making of loans and other extensions of credit under the DIP Credit Agreement, the Grantor is required to execute and deliver this intellectual Property Security Agreement to grant the Collateral Agent, for the ratable benefit of the DIP Secured Parties, a continuing first-priority security interest in all of the Grantor's right, title, and interest in and to certain intellectual property assets described herein, as supplemental collateral for the Secured Obligations;

WHEREAS (E), the Grantor has entered into that certain DIP Security Agreement dated as of the date hereof (the "DIP Security Agreement"), by and between the Grantor and the Collateral Agent, which grants a first-priority priming lien on substantially all assets of the Grantor in favor of the Collateral Agent for the benefit of the DIP Secured Parties, and this Agreement is intended to supplement the DIP Security Agreement with respect to intellectual property collateral and to facilitate the recordation of the security interests granted herein with the United States Patent and Trademark Office (the "USPTO") and the United States Copyright Office; and

WHEREAS (F), Greenfield's intellectual property portfolio is integral to the conduct of its business as a vertically integrated manufacturer and distributor of agricultural chemicals, including herbicides, fungicides, adjuvants, and seed treatments, with manufacturing operations at plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, and a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010, and the protection of such intellectual property assets is essential to preserving the going-concern value of the Grantor's enterprise for the benefit of all stakeholders in the Chapter 11 case.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement, and all such definitions are incorporated herein by reference as if set forth herein in their entirety:

"Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, with its principal office at 600 Lexington Avenue, 34th Floor, New York, New York 10022, in its capacity as administrative agent under the DIP Credit Agreement, together with its successors and assigns in such capacity.

"Agreement" means this intellectual Property Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended.

"Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, or such other court as may exercise jurisdiction over the Chapter 11 Case.

"Borrower" or "Grantor" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, EIN 42-8837291, as debtor and debtor-in-possession in the Chapter 11 Case.

"Chapter 11 Case" means the case commenced by the voluntary petition filed by the Grantor under Chapter 11 of the Bankruptcy Code on the Petition Date, assigned Case No. 25-01147 in the Bankruptcy Court.

"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178, in its capacity as collateral agent under the DIP Credit Agreement and the DIP Loan Documents, together with its successors and assigns in such capacity.

"Copyright Collateral" means all copyrights, copyright registrations, and applications for copyright registration now owned or hereafter acquired by the Grantor, in each case whether registered or unregistered, whether published or unpublished, together with all renewals, extensions, restorations, and rights to recover for past, present, or future infringement thereof, and all proceeds and products of any and all of the foregoing, including those set forth on Schedule C hereto.

"DIP Budget" means the 13-week cash flow budget covering the period from May 15, 2025 through August 13, 2025, as approved by the Required Lenders and as may be updated from time to time in accordance with the terms of the DIP Credit Agreement.

"DIP Credit Agreement" has the meaning set forth in the recitals hereto.

"DIP Facility" means the senior secured superpriority revolving credit facility in the aggregate amount of One Hundred Seventy-Five Million Dollars ($175,000,000) established pursuant to the DIP Credit Agreement.

"DIP Loan Documents" means, collectively, the DIP Credit Agreement, this Agreement, the DIP Security Agreement, the DIP Pledge Agreement, and all other agreements, instruments, documents, and certificates executed and delivered in connection with the DIP Facility, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"DIP Orders" means, collectively, the Interim Order and the Final Order, as each may be amended, supplemented, or modified from time to time.

"DIP Pledge Agreement" means the Pledge Agreement dated as of the date hereof, by and between the Grantor and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"DIP Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders (being Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC), together with their respective successors and assigns.

"DIP Security Agreement" has the meaning set forth in the recitals hereto.

"Event of Default" has the meaning assigned to such term in the DIP Credit Agreement.

"Final Order" means the final order to be entered by the Bankruptcy Court on or before June 19, 2025 (or such later date as may be agreed by the Required Lenders), authorizing the DIP Facility on a final basis, approving the terms and conditions of the DIP Credit Agreement and the other DIP Loan Documents, and granting the liens and superpriority claims contemplated thereby.

"Intellectual Property Collateral" or "IP Collateral" means, collectively, the Patent Collateral, the Trademark Collateral, the Copyright Collateral, the Trade Secret Collateral, the IP Licenses, and the Related IP Rights, and all proceeds and products of any and all of the foregoing.

"Intercreditor Agreement" means the Intercreditor Agreement dated as of May 22, 2025, by and between Ironclad Capital Partners LP, as DIP Administrative Agent, and Prairie State Bank, N.A., as pre-petition first lien agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Interim Order" means the interim order entered by the Bankruptcy Court on May 22, 2025, authorizing the DIP Facility on an interim basis, approving the terms and conditions of the DIP Credit Agreement and the other DIP Loan Documents, and granting the liens and superpriority claims contemplated thereby, pending entry of the Final Order.

"IP Licenses" means all rights under or pursuant to all license agreements, sublicense agreements, and other agreements relating to any Patent Collateral, Trademark Collateral, Copyright Collateral, or Trade Secret Collateral, whether the Grantor is a licensor or licensee thereunder, including all rights to receive and apply royalties, license fees, and other payments thereunder.

"Lenders" means, collectively, Ironclad Capital Partners LP, a Delaware limited partnership, Ridgeline Opportunity Fund III LP, a Delaware limited partnership, and Bramblewood Credit Advisors LLC, a Delaware limited liability company, together with their respective successors and assigns, in each case in their capacities as lenders under the DIP Credit Agreement.

"Obligations" or "Secured Obligations" means all obligations of the Borrower under the DIP Credit Agreement and the other DIP Loan Documents, whether now existing or hereafter arising, including (a) the principal amount of all loans and advances made under the DIP Credit Agreement, (b) all accrued and unpaid interest thereon (calculated at the applicable rate of SOFR plus 850 basis points per annum, subject to a SOFR floor of 4.00%), (c) the closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000), (d) the exit fee of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), (e) the unused line fee of 0.50% per annum on the average daily undrawn amount of the commitments, (f) all fees, costs, expenses (including reasonable attorneys' fees and financial advisory fees), indemnities, and other amounts payable by the Borrower under the DIP Credit Agreement and the other DIP Loan Documents, and (g) all other obligations and liabilities of the Borrower to the DIP Secured Parties arising under or in connection with the DIP Credit Agreement, the DIP Orders, or any other DIP Loan Document, in each case whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred.

"Patent Collateral" means all letters patent of the United States (and any foreign jurisdiction, to the extent applicable), all registrations and recordings thereof, all applications for letters patent, and all patentable inventions, in each case now owned or hereafter acquired by the Grantor, including all reissues, reexaminations, continuations, continuations-in-part, divisionals, extensions, supplementary protection certificates, and improvements thereof, together with all rights to collect damages for past, present, or future infringement thereof, and all proceeds and products of any and all of the foregoing, including those set forth on Schedule A hereto.

"Perfection Certificate" means the perfection certificate delivered by the Grantor to the Collateral Agent pursuant to the DIP Credit Agreement, as the same may be supplemented from time to time.

"Permitted Liens" has the meaning assigned to such term in the DIP Credit Agreement.

"Petition Date" means May 15, 2025, the date on which the Grantor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code.

"Pre-Petition ABL Revolver" means the asset-based revolving credit facility existing prior to the Petition Date, with Prairie State Bank, N.A. acting as agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating banks.

"Pre-Petition First Lien Credit Agreement" means the credit agreement existing prior to the Petition Date, with Prairie State Bank, N.A. acting as first lien agent.

"Related IP Rights" means all other intellectual property and proprietary rights relating to any Patent Collateral, Trademark Collateral, Copyright Collateral, or Trade Secret Collateral, including (a) all licenses, income, royalties, damages, and payments now or hereafter due and payable with respect thereto, (b) all rights to sue or recover at law or in equity for any infringement, dilution, misappropriation, or other violation thereof, including the right to recover for past infringement, (c) all goodwill associated with or symbolized by any of the foregoing, (d) all internet domain names and registrations associated with the Grantor's business, and (e) all product registrations with governmental authorities, including registrations with the United States Environmental Protection Agency (the "EPA") for agricultural chemical products.

"Required Lenders" has the meaning assigned to such term in the DIP Credit Agreement.

"Trademark Collateral" means all trademarks, service marks, trade names, trade dress, logos, slogans, brand names, and other source identifiers, and all applications and registrations therefor, in each case now owned or hereafter acquired by the Grantor (whether registered or unregistered, whether at common law or under federal, state, or foreign law), together with all goodwill of the business symbolized by such marks, all renewals and extensions thereof, all rights to collect damages for past, present, or future infringement or dilution thereof, and all proceeds and products of any and all of the foregoing, including those set forth on Schedule B hereto and specifically including the "ClearGuard XR" brand and all related marks, formulations, branding, sub-brands, and associated trade dress.

"Trade Secret Collateral" means all trade secrets, proprietary formulations, chemical compositions, manufacturing processes, product specifications, application methodologies, research and development data, know-how, algorithms, databases, customer lists, supplier lists, pricing information, and all other confidential or proprietary business information now owned or hereafter developed or acquired by the Grantor, and all proceeds and products of any and all of the foregoing.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Iowa (or, when the laws of any other jurisdiction govern the perfection or priority of a security interest in any particular IP Collateral, the Uniform Commercial Code as in effect in such other jurisdiction).

"USPTO" means the United States Patent and Trademark Office.

Section 1.02 — Rules of Interpretation

(a) Unless the context otherwise requires, all capitalized terms used in this Agreement that are defined in the DIP Credit Agreement and not otherwise defined herein shall have the respective meanings set forth in the DIP Credit Agreement, and the rules of interpretation set forth in the DIP Credit Agreement shall apply to this Agreement, mutatis mutandis.

(b) The section and article headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

(c) All references herein to "including" shall mean "including, without limitation," and all references to "or" shall be construed in the inclusive (non-exclusive) sense.

(d) References to any statute, rule, or regulation shall be deemed to include all amendments, modifications, codifications, replacements, and successor provisions thereto.

(e) All references to sections, articles, schedules, and exhibits are to sections, articles, schedules, and exhibits of this Agreement unless otherwise indicated.

(f) Words in the singular shall include the plural and vice versa, and words denoting a particular gender shall include all genders, in each case unless the context otherwise requires.

(g) References to "days" shall mean calendar days unless "Business Days" are expressly specified.

(h) In the event of any conflict between the terms of this Agreement and the terms of the DIP Credit Agreement, the terms of the DIP Credit Agreement shall control, except as otherwise expressly provided herein or in the DIP Credit Agreement.

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Security Interest

As collateral security for the prompt and complete payment, performance, and observance when due (whether at the stated maturity, by acceleration, or otherwise) of all Secured Obligations, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the DIP Secured Parties, a continuing security interest in, and lien upon, all of the Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising, and all proceeds and products thereof (collectively, the "IP Collateral"):

(a) Patent Collateral. All patents, patent applications, and patentable inventions now owned or hereafter acquired by the Grantor, including those listed on Schedule A attached hereto and incorporated herein by reference, together with (i) all reissues, reexaminations, continuations, continuations-in-part, divisionals, extensions, supplementary protection certificates, and improvements thereof, (ii) all inventions and improvements described and claimed therein, (iii) all rights corresponding thereto throughout the world, (iv) all rights to collect damages, profits, and awards for past, present, or future infringement thereof, and (v) all proceeds and products of any and all of the foregoing, including license royalties and payments of any kind with respect thereto.

(b) Trademark Collateral. All trademarks, service marks, trade names, trade dress, logos, slogans, brand names, domain names, and other source identifiers, and all applications and registrations therefor, now owned or hereafter acquired by the Grantor (whether registered or unregistered, whether at common law or under federal, state, or foreign law), including those listed on Schedule B attached hereto and incorporated herein by reference, and specifically including the "ClearGuard XR" mark and all associated formulations, branding, sub-brands, product line extensions, and trade dress, together with (i) all goodwill of the business connected with the use of, and symbolized by, such marks, (ii) all renewals, extensions, and rights corresponding thereto throughout the world, (iii) all rights to collect damages, profits, and awards for past, present, or future infringement or dilution thereof, and (iv) all proceeds and products of any and all of the foregoing, including license royalties and payments of any kind with respect thereto.

(c) Copyright Collateral. All copyrights, copyright applications, and copyright registrations now owned or hereafter acquired by the Grantor, whether registered or unregistered, whether published or unpublished, including those listed on Schedule C attached hereto and incorporated herein by reference, together with (i) all renewals, extensions, and restorations thereof, (ii) all rights corresponding thereto throughout the world, (iii) all rights to collect damages, profits, and awards for past, present, or future infringement thereof, and (iv) all proceeds and products of any and all of the foregoing, including license royalties and payments of any kind with respect thereto.

(d) Trade Secret Collateral. All trade secrets, proprietary information, chemical formulations (including herbicide, fungicide, adjuvant, and seed treatment formulations), manufacturing processes, product specifications, application methodologies, research and development data (including, without limitation, all data generated at the Grantor's 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010), know-how, algorithms, databases, customer lists, supplier lists, pricing and cost information, and all other confidential or proprietary business information now owned or hereafter developed or acquired by the Grantor, and all proceeds and products of any and all of the foregoing.

(e) IP Licenses. All rights under or pursuant to all license agreements, sublicense agreements, and other agreements with any other party relating to any of the foregoing, whether the Grantor is a licensor or licensee thereunder, including the right to receive and apply all royalties, license fees, and other payments thereunder, and including the right to exercise all remedies of the Grantor under such agreements upon the occurrence and during the continuance of an Event of Default, to the extent assignable or exercisable under applicable law.

(f) Related IP Rights. All other intellectual property and proprietary rights relating to the foregoing, including (i) internet domain names and registrations, (ii) all rights to sue or recover at law or in equity for any infringement, dilution, misappropriation, or other violation of any of the foregoing, (iii) all product registrations with governmental authorities, including EPA registrations for agricultural chemical products (including the pending re-registration of ClearGuard XR), all state agricultural agency registrations, and all data packages and dossiers submitted to governmental authorities in connection with such registrations, (iv) all goodwill associated with any of the foregoing, and (v) all proceeds and products of any and all of the foregoing.

For the avoidance of doubt, the IP Collateral includes, without limitation, all intellectual property created, developed, acquired, or otherwise obtained by the Grantor after the date hereof, and the Grantor's obligation to deliver updated schedules pursuant to Section 4.05(c) hereof shall not limit the scope or effectiveness of the security interest granted hereunder in after-acquired intellectual property.

Section 2.02 — Security for Obligations

The security interest granted under this Article II secures the prompt and complete payment, performance, and observance of all Secured Obligations under the DIP Credit Agreement and the other DIP Loan Documents, including, without limitation, the One Hundred Seventy-Five Million Dollars ($175,000,000) in aggregate commitments under the DIP Facility, all accrued and unpaid interest thereon, the closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000), the exit fee of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), the unused line fee of 0.50% per annum on the average daily undrawn amount of the commitments, and all other fees, costs, expenses, indemnities, and other amounts payable by the Borrower under the DIP Credit Agreement and the other DIP Loan Documents.

Section 2.03 — Priority of Security Interest

(a) The security interest granted pursuant to this Agreement constitutes: (i) a first-priority priming lien under Section 364(d) of the Bankruptcy Code on IP Collateral that was previously subject to pre-petition liens held by or on behalf of Prairie State Bank, N.A. (as agent under the Pre-Petition First Lien Credit Agreement) and/or Prairie State Bank, N.A. (as agent under the Pre-Petition ABL Revolver, together with the participating banks, Hawthorn National Bank and Northland Savings Bank, F.S.B.), and (ii) a first-priority lien under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code on IP Collateral that was previously unencumbered or not subject to valid and perfected pre-petition liens, in each case as authorized by the Interim Order and/or the Final Order.

(b) The parties acknowledge that Prairie State Bank, N.A., as agent under the Pre-Petition First Lien Credit Agreement, held a pre-petition security interest in the general intangibles of the Grantor, which security interest encompassed intellectual property assets. Such pre-petition security interest is being primed by the security interest granted hereunder, subject to the adequate protection provided to Prairie State Bank, N.A. (and the pre-petition secured parties) pursuant to the terms of the DIP Orders and the Intercreditor Agreement.

(c) The priority of the security interest granted hereunder shall at all times be as set forth in, and subject to the terms of, the DIP Orders and the Intercreditor Agreement.

Section 2.04 — Supplemental Nature

This Agreement supplements and does not replace the DIP Security Agreement. The security interest granted herein in the IP Collateral is in addition to, and not in substitution for, the security interest in such property granted under the DIP Security Agreement. To the extent of any conflict between the provisions of this Agreement and the provisions of the DIP Security Agreement, the DIP Credit Agreement shall govern and control. Nothing in this Agreement shall be construed to limit, restrict, or otherwise modify the scope of the security interest granted under the DIP Security Agreement or any other DIP Loan Document.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

The Grantor hereby represents and warrants to the Collateral Agent and the DIP Secured Parties as follows, in each case as of the date hereof (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date):

Section 3.01 — Ownership of IP Collateral

The Grantor is the sole and exclusive owner of the entire right, title, and interest in and to each item of IP Collateral listed on Schedules A, B, and C hereto, free and clear of all liens, claims, charges, encumbrances, security interests, options, and restrictions of any nature whatsoever, other than (a) Permitted Liens (as defined in the DIP Credit Agreement), (b) the pre-petition liens of Prairie State Bank, N.A. (as agent under the Pre-Petition First Lien Credit Agreement) being primed pursuant to the DIP Orders, and (c) the pre-petition liens of Prairie State Bank, N.A. (as agent under the Pre-Petition ABL Revolver) being primed pursuant to the DIP Orders. The Grantor has not received any written notice challenging its ownership of, or rights in, any material item of IP Collateral.

Section 3.02 — Validity and Enforceability

(a) Each patent and patent application listed on Schedule A hereto is, to the Grantor's knowledge, valid, subsisting, and enforceable. No patent listed on Schedule A has been adjudged invalid or unenforceable by any court of competent jurisdiction, the Patent Trial and Appeal Board, or any other governmental authority in a final, non-appealable determination. There are no pending inter partes review proceedings, post-grant review proceedings, or reexamination proceedings with respect to any patent listed on Schedule A, except as otherwise disclosed in the DIP Credit Agreement.

(b) Each trademark and service mark registration listed on Schedule B hereto is valid, subsisting, and in full force and effect. No trademark registration listed on Schedule B has been cancelled, abandoned, or adjudged invalid or unenforceable in a final, non-appealable determination. The "ClearGuard XR" mark, Registration No. [per Schedule B], is valid, subsisting, and in full force and effect, and the Grantor is the sole owner thereof with all associated goodwill. No cancellation or opposition proceedings are pending before the Trademark Trial and Appeal Board with respect to any mark listed on Schedule B, except as otherwise disclosed in the DIP Credit Agreement.

(c) Each copyright registration listed on Schedule C hereto is valid, subsisting, and enforceable. No copyright registration listed on Schedule C has been cancelled or adjudged invalid or unenforceable in a final, non-appealable determination.

Section 3.03 — IP Registrations

(a) Schedule A hereto sets forth a complete and accurate list, as of the date hereof, of all patents and patent applications owned by the Grantor, including for each such patent or patent application the patent number or application number (as applicable), the title of the patent or application, the filing date or issue date, the jurisdiction of filing (United States Patent and Trademark Office or other applicable patent office), and the current status thereof.

(b) Schedule B hereto sets forth a complete and accurate list, as of the date hereof, of all trademark and service mark registrations and applications owned by the Grantor, including for each such registration or application the mark, the registration number or application number (as applicable), the registration date or filing date, the international class and description of goods and services, and the current status thereof, specifically including the "ClearGuard XR" mark and all associated logos, stylized designs, and trade dress.

(c) Schedule C hereto sets forth a complete and accurate list, as of the date hereof, of all copyright registrations and applications owned by the Grantor, including for each such registration or application the title or description of the work, the registration number or application number (as applicable), the registration date or filing date, and the current status thereof.

(d) Each of Schedules A, B, and C is true, correct, and complete in all material respects as of the date hereof and does not omit any patents, trademarks, or copyrights (as applicable) that are material to the Grantor's business.

Section 3.04 — No Infringement

(a) To the Grantor's knowledge, after due inquiry, the conduct of its business as currently conducted and as proposed to be conducted does not infringe upon, misappropriate, or otherwise violate the intellectual property rights of any third party in any material respect.

(b) No claim of infringement, misappropriation, dilution, or other violation of any third party's intellectual property rights has been asserted or threatened in writing against the Grantor that remains unresolved as of the date hereof, except as disclosed in the DIP Credit Agreement, including the disclosures made pursuant to Schedule 5.08 thereof.

(c) To the Grantor's knowledge, no third party is currently infringing upon, misappropriating, or otherwise violating any material IP Collateral, except as disclosed to the Collateral Agent in writing prior to the date hereof.

Section 3.05 — No Prior Grants

The Grantor has not previously granted any security interest in, or lien upon, the IP Collateral to any person or entity other than (a) Prairie State Bank, N.A. (as agent) under the Pre-Petition First Lien Credit Agreement, which security interest is being primed pursuant to the DIP Orders, and (b) the liens securing the Pre-Petition ABL Revolver, with Prairie State Bank, N.A. acting as agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. acting as participating banks, which security interests are also being primed pursuant to the DIP Orders. No other liens, security interests, or encumbrances exist on the IP Collateral other than Permitted Liens.

Section 3.06 — Regulatory Matters

(a) The Grantor hereby discloses that the EPA re-registration of the Grantor's flagship herbicide product "ClearGuard XR" has been delayed and remains pending as of the date hereof. The Grantor represents that the underlying intellectual property rights related to ClearGuard XR, including all patent rights, trademark rights, trade secrets, formulation data, and registration data packages, remain valid and enforceable notwithstanding the pending regulatory process, and that the delay in EPA re-registration does not impair the validity or enforceability of the IP Collateral.

(b) To the Grantor's knowledge, all material product registrations with the EPA and state agricultural agencies maintained by the Grantor are current and in good standing as of the date hereof, except (i) the pending EPA re-registration of ClearGuard XR referenced in clause (a) above, and (ii) such other registrations or matters as have been specifically disclosed in the DIP Credit Agreement, including the disclosures made pursuant to Schedule 5.14 thereof.

(c) The Grantor has not received any written notice from the EPA, any state agricultural agency, or any other governmental authority indicating an intent to revoke, suspend, or materially modify any product registration that is material to the Grantor's business, other than the pending re-registration process for ClearGuard XR.

Section 3.07 — Organization and Authority

(a) The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa, with EIN 42-8837291. The Grantor is duly qualified and authorized to do business in each jurisdiction where the nature of its activities or the ownership of its properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Grantor's business, condition (financial or otherwise), or operations.

(b) The Grantor has full power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of the Grantor, subject to and as authorized by the DIP Orders. No other limited liability company proceedings or governmental approvals on the part of the Grantor are necessary to authorize the execution, delivery, and performance of this Agreement, other than the authorization provided by the DIP Orders.

(c) This Agreement has been duly executed and delivered by the Grantor and constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity.

Section 3.08 — Perfection Certificate Reference

The intellectual property information set forth in the Perfection Certificate delivered by the Grantor to the Collateral Agent pursuant to the DIP Credit Agreement is accurate and complete in all material respects as of the date hereof. The Grantor has not acquired, created, or become the owner of any patents, trademarks, copyrights, or other registered intellectual property between the date of the Perfection Certificate and the date hereof that are not reflected in Schedules A, B, and C hereto.

ARTICLE IV — COVENANTS

The Grantor hereby covenants and agrees with the Collateral Agent and the DIP Secured Parties as follows:

Section 4.01 — Maintenance of IP

The Grantor shall maintain all IP Collateral in full force and effect during the term of this Agreement (and, where applicable, shall use commercially reasonable efforts to prosecute all pending applications to registration or issuance), including by:

(a) Filing all required maintenance documents, renewal applications, statements of use, affidavits of continued use (including affidavits under Sections 8 and 15 of the Lanham Act, 15 U.S.C. §§ 1058 and 1065), declarations of use, and other instruments with the USPTO, the United States Copyright Office, and any other applicable governmental authority, in each case in a timely manner and in compliance with all applicable deadlines;

(b) Paying all registration fees, maintenance fees, annuity fees, renewal fees, issue fees, and other governmental fees and charges when due in connection with the prosecution, registration, maintenance, and renewal of the IP Collateral;

(c) Taking all commercially reasonable actions necessary to protect, preserve, and maintain the value, validity, and enforceability of the IP Collateral, including maintaining the quality of goods and services offered in connection with the Trademark Collateral and taking reasonable steps to prevent the Trademark Collateral from becoming generic or abandoned;

(d) Continuing the prosecution of all pending patent applications, trademark applications, and copyright applications in the ordinary course of business, including timely responding to all office actions, examiner's amendments, and other communications from the USPTO, the U.S. Copyright Office, or other governmental authorities; and

(e) Maintaining in full force and effect all product registrations with the EPA, state agricultural agencies, and other governmental authorities that are material to the Grantor's business, including actively pursuing the pending EPA re-registration of ClearGuard XR, and promptly notifying the Collateral Agent of any material developments in such regulatory processes.

Section 4.02 — Protection Against Infringement

(a) The Grantor shall promptly, and in any event within ten (10) Business Days, notify the Collateral Agent in writing of (i) any known or suspected infringement, misappropriation, dilution, or other unauthorized use of any material IP Collateral by any third party, and (ii) any claim or action brought or threatened by any third party alleging that the Grantor's use of any IP Collateral infringes, misappropriates, or otherwise violates any third-party intellectual property rights.

(b) The Grantor shall take commercially reasonable steps to enforce its rights in the IP Collateral against infringers, misappropriators, and other unauthorized users, including bringing and diligently prosecuting infringement, misappropriation, and unfair competition actions where appropriate and commercially reasonable, subject to (i) the availability of funds under the DIP Budget, (ii) the business judgment of the Grantor's management (exercised in consultation with the Collateral Agent), and (iii) the approval of the Bankruptcy Court to the extent required by applicable law.

(c) The Grantor shall cooperate with the Collateral Agent and the DIP Secured Parties in any effort undertaken by the Collateral Agent to protect the IP Collateral, including providing access to relevant documents, records, and personnel, subject to applicable privileges.

Section 4.03 — No Transfers or Encumbrances

Without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement), the Grantor shall not:

(a) Sell, assign, transfer, exchange, or otherwise dispose of any IP Collateral (whether in a single transaction or a series of related transactions), other than non-exclusive licenses granted in the ordinary course of business consistent with past practice and in compliance with Section 4.04 hereof;

(b) Grant any lien, pledge, security interest, mortgage, charge, or other encumbrance on any IP Collateral, other than (i) Permitted Liens, (ii) the security interest granted hereunder and under the DIP Security Agreement, and (iii) the pre-petition liens being primed as contemplated by the DIP Orders;

(c) Abandon, disclaim, dedicate to the public, permit to lapse, or otherwise fail to maintain any material IP Collateral without providing at least thirty (30) days' prior written notice to the Collateral Agent, together with a reasonable explanation of the basis for such action and the Grantor's assessment of the commercial value of the affected IP Collateral; provided that the Collateral Agent shall have the right (but not the obligation) to take, at the Grantor's expense, such steps as the Collateral Agent deems reasonably necessary to maintain the affected IP Collateral during such 30-day period; or

(d) Enter into any settlement or consent agreement with respect to any IP Collateral that would materially impair the value of such IP Collateral or the security interest granted hereunder, without the prior written consent of the Collateral Agent.

Section 4.04 — Licensing Restrictions

(a) The Grantor shall not grant any exclusive license of any IP Collateral (or any exclusive license that, together with all other licenses previously granted by the Grantor, would have the practical effect of an exclusive license) without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement).

(b) Non-exclusive licenses granted by the Grantor in the ordinary course of business consistent with past practice shall be permitted without the prior consent of the Collateral Agent; provided that (i) any such license shall be expressly subject and subordinate to the security interest granted hereunder, (ii) such license shall not materially impair the value of the IP Collateral or the rights of the Collateral Agent hereunder, and (iii) the Grantor shall promptly provide the Collateral Agent with copies of any such license agreements (or, in the case of licenses entered into on standard form terms, a summary description thereof).

(c) The Grantor shall not amend, modify, terminate, or waive any material provision of any existing IP license agreement (whether the Grantor is licensor or licensee thereunder) without the prior written consent of the Collateral Agent if such amendment, modification, termination, or waiver would reasonably be expected to materially impair the value of the IP Collateral or the security interest granted hereunder.

Section 4.05 — Further Assurances and Filings

The Grantor shall execute and deliver all documents, instruments, and agreements, and take all further actions, as may be reasonably requested by the Collateral Agent from time to time to perfect, protect, and maintain the priority of the security interest granted herein in the IP Collateral, including:

(a) Executing and delivering short-form intellectual property security agreements, in substantially the forms attached hereto as Exhibit A (for USPTO recording) and Exhibit B (for U.S. Copyright Office recording), and such other instruments as may be reasonably necessary or appropriate for recordation with the USPTO, the United States Copyright Office, and any other applicable governmental authority or intellectual property registry;

(b) Cooperating with the filing of UCC financing statements (including UCC-1 initial financing statements and UCC-3 amendments and continuations) in the State of Iowa (Office of the Secretary of State) and any other applicable jurisdictions, describing the IP Collateral, in form and substance satisfactory to the Collateral Agent;

(c) Delivering to the Collateral Agent updated Schedules A, B, and C on a quarterly basis, within fifteen (15) days after the end of each fiscal quarter (or more frequently if new IP is acquired, created, or registered), reflecting any additions to, or deletions from, the IP Collateral during the prior quarter, together with such supplemental short-form security agreements as may be necessary to record the Collateral Agent's security interest in any newly acquired or registered IP Collateral with the USPTO and U.S. Copyright Office; and

(d) Taking such other actions and executing such other documents as may be reasonably requested by the Collateral Agent to ensure that the security interest granted herein is at all times valid, perfected, and enforceable as a first-priority lien on the IP Collateral (subject only to Permitted Liens).

Section 4.06 — Trade Secret Protection

(a) The Grantor shall maintain commercially reasonable safeguards to protect the confidentiality of all Trade Secret Collateral, including (i) maintaining appropriate non-disclosure agreements and confidentiality agreements with all employees, independent contractors, consultants, and business partners who have access to Trade Secret Collateral, (ii) implementing and maintaining information security protocols, access controls, and data protection measures at all facilities where Trade Secret Collateral is accessed, stored, or used, including the Grantor's research and development farm located at 4500 University Boulevard, Ames, Iowa 50010, and the Grantor's three manufacturing plants located in Cedar Falls, Iowa, Decatur, Illinois, and Jonesboro, Arkansas, (iii) limiting access to Trade Secret Collateral on a need-to-know basis, and (iv) promptly investigating any actual or suspected unauthorized disclosure or misappropriation of Trade Secret Collateral.

(b) The Grantor shall promptly notify the Collateral Agent in writing of any actual or threatened unauthorized disclosure, misappropriation, or other breach of confidentiality of any material Trade Secret Collateral, and shall take all commercially reasonable steps to mitigate the effects of any such disclosure, misappropriation, or breach.

(c) The Grantor acknowledges that the Trade Secret Collateral, including proprietary chemical formulations, manufacturing processes, and R&D data, constitutes a significant component of the IP Collateral and that the impairment or loss of such trade secrets could materially diminish the value of the IP Collateral and the security of the DIP Secured Parties.

Section 4.07 — Notification of Changes

The Grantor shall provide the Collateral Agent with prompt written notice (and in any event within ten (10) Business Days) of:

(a) Any new patents issued to, trademark registrations obtained by, or copyright registrations obtained by the Grantor after the date hereof;

(b) Any material adverse change in the status, validity, or enforceability of any IP Collateral, including (i) the receipt of any final office action, notice of abandonment, or notice of cancellation from the USPTO or U.S. Copyright Office, (ii) the institution of any cancellation proceeding, opposition proceeding, inter partes review, post-grant review, reexamination proceeding, or interference proceeding with respect to any Patent Collateral or Trademark Collateral, and (iii) any adverse court ruling or administrative determination with respect to the validity, enforceability, or scope of any IP Collateral;

(c) Any material breach or default (by the Grantor or any counterparty) under any IP license agreement to which the Grantor is a party, or any termination or threatened termination of any such license agreement;

(d) Any material change in the EPA registration status of ClearGuard XR or any other registered product of the Grantor, including (i) any notice of intent to cancel, suspend, or modify any product registration, (ii) any request for additional data or testing by the EPA, and (iii) any progress in the pending re-registration process for ClearGuard XR; and

(e) Any change in the Grantor's name, organizational structure, state of organization, or principal place of business that could affect the perfection or priority of the security interest granted hereunder.

Section 4.08 — Compliance with DIP Budget and Covenants

The Grantor's maintenance, prosecution, and enforcement of the IP Collateral pursuant to this Article IV shall be conducted in a manner consistent with (a) the 13-week DIP Budget (covering the period from May 15, 2025 through August 13, 2025, as updated from time to time in accordance with the DIP Credit Agreement), (b) the financial covenants under the DIP Credit Agreement, including the minimum liquidity covenant of Fifteen Million Dollars ($15,000,000) and the maximum budget variance covenant of fifteen percent (15%) (calculated on a cumulative basis), and (c) all other terms and conditions of the DIP Credit Agreement and the DIP Orders. Nothing in this Agreement shall require the Grantor to incur expenses in connection with the maintenance, prosecution, or enforcement of IP Collateral to the extent that such expenses are not provided for in the DIP Budget or would cause the Grantor to violate any covenant under the DIP Credit Agreement.

ARTICLE V — REMEDIES

Section 5.01 — Events of Default

The occurrence of any Event of Default (as defined in the DIP Credit Agreement) shall constitute an Event of Default under this Agreement. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have all rights and remedies available under this Agreement, the DIP Credit Agreement, the DIP Security Agreement, the UCC, and applicable law (including the Bankruptcy Code), subject in all respects to the terms of the Interim Order, the Final Order, and any other applicable orders of the Bankruptcy Court. Without limiting the generality of the foregoing, Events of Default under the DIP Credit Agreement include, but are not limited to, failure to make any payment of principal, interest, or fees when due, breach of any covenant under the DIP Credit Agreement or any other DIP Loan Document, breach of any representation or warranty in any material respect, the occurrence of a termination event under the DIP Budget, and the failure to comply with the milestones set forth in the DIP Credit Agreement.

Section 5.02 — Rights Upon Default

Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at the direction of the Required Lenders and subject to the terms of the DIP Orders and any applicable order of the Bankruptcy Court:

(a) Exercise all rights and remedies of a secured party under Article 9 of the UCC with respect to the IP Collateral, including the right to take possession or control of the IP Collateral and all tangible embodiments thereof, and the right to collect and apply all proceeds of the IP Collateral;

(b) Require the Grantor to assemble and deliver to the Collateral Agent (or to a location designated by the Collateral Agent) all tangible embodiments of the IP Collateral, including all documents, records, files, data, samples, prototypes, and materials constituting, relating to, or embodying the IP Collateral;

(c) License, sublicense, sell, assign, or otherwise dispose of the IP Collateral, in whole or in part, at public or private sale, for cash, credit, or other property, at such price or prices and on such terms as the Collateral Agent may determine, with ten (10) days' prior written notice to the Grantor (or such shorter period of notice as may be commercially reasonable under the circumstances or as may be permitted by the Bankruptcy Court), and the Collateral Agent may be the purchaser at any public sale;

(d) Exercise any and all rights of the Grantor under any IP license agreement, including the right to receive and collect royalties and other payments thereunder, the right to give notices and make elections under such agreements, and the right to perform the obligations of the Grantor thereunder, in each case to the extent assignable or exercisable under applicable law;

(e) Take control of any and all proceeds of the IP Collateral, including all royalties, license fees, infringement damages, settlements, insurance proceeds, and other amounts payable with respect to the IP Collateral; and

(f) File suit to enforce, protect, or realize upon the IP Collateral, including bringing infringement, misappropriation, unfair competition, or other actions in the name of the Grantor or in the name of the Collateral Agent, and settling or compromising any such claims or actions, all at the expense of the Grantor.

The rights and remedies set forth in this Section 5.02 are cumulative and are in addition to all other rights and remedies available to the Collateral Agent and the DIP Secured Parties under the DIP Credit Agreement, the DIP Security Agreement, the other DIP Loan Documents, the DIP Orders, the UCC, and applicable law, including the Bankruptcy Code.

Section 5.03 — Application of Proceeds

All proceeds received by the Collateral Agent from any sale, collection, or other realization upon the IP Collateral, or from the exercise of any other right or remedy hereunder, shall be applied in accordance with the waterfall provisions set forth in Section [8.03] of the DIP Credit Agreement and the Intercreditor Agreement between Ironclad Capital Partners LP (as DIP Administrative Agent) and Prairie State Bank, N.A. (as pre-petition first lien agent). To the extent not otherwise specified in the DIP Credit Agreement or the Intercreditor Agreement, such proceeds shall be applied in the following order: first, to the payment of all costs and expenses of the Collateral Agent (including reasonable attorneys' fees and disbursements) incurred in connection with such collection, sale, or realization; second, to the payment of the Secured Obligations in the order of priority set forth in the DIP Credit Agreement; and third, to the Grantor or as otherwise required by applicable law or order of the Bankruptcy Court. The Grantor shall remain liable for any deficiency remaining after the application of all proceeds.

Section 5.04 — Grantor's Obligations Upon Default

Upon the occurrence and during the continuance of an Event of Default, the Grantor shall cooperate fully with the Collateral Agent in the exercise of its rights and remedies under this Agreement, the DIP Credit Agreement, the DIP Security Agreement, and applicable law, including (a) executing and delivering all assignments, transfer documents, powers of attorney, and other instruments as may be necessary or desirable to effectuate the transfer, sale, licensing, or other disposition of the IP Collateral by the Collateral Agent, (b) providing the Collateral Agent and its representatives with access to the Grantor's premises, books, records, files, and personnel, (c) delivering to the Collateral Agent all tangible embodiments of the IP Collateral, and (d) taking all other actions reasonably requested by the Collateral Agent to facilitate the realization upon the IP Collateral. The Grantor's obligations under this Section 5.04 shall survive the termination of this Agreement to the extent necessary to effectuate the remedies contemplated hereby.

Section 5.05 — Limitations — Bankruptcy Court Oversight

Notwithstanding any other provision of this Agreement, all remedies exercised by the Collateral Agent under this Article V are subject to (a) the jurisdiction of the Bankruptcy Court in Case No. 25-01147, (b) the terms and conditions of the Interim Order, the Final Order, and any other applicable orders of the Bankruptcy Court, (c) the automatic stay provisions of Section 362 of the Bankruptcy Code (as modified by the DIP Orders), and (d) the requirements of applicable provisions of the Bankruptcy Code, including Section 363 thereof (to the extent applicable to any sale or disposition of the IP Collateral). The Collateral Agent shall seek relief from the automatic stay or authorization of the Bankruptcy Court, as applicable, prior to exercising any remedies that require such relief or authorization under the Bankruptcy Code or the DIP Orders.

ARTICLE VI — AUTHORIZATION TO FILE

Section 6.01 — UCC Financing Statements

The Grantor hereby irrevocably authorizes the Collateral Agent to file, and to prepare and file, one or more UCC-1 financing statements, UCC-3 amendments (including amendments adding collateral descriptions or changing the Grantor's information), and UCC-3 continuation statements, in each case describing the IP Collateral (or describing the collateral as "all assets" or "all personal property" of the Grantor, to the extent the Collateral Agent determines such description to be appropriate or advisable), in all applicable jurisdictions, including the Office of the Secretary of State of the State of Iowa and any other jurisdiction where the filing of a financing statement is necessary or advisable to perfect the security interest granted hereunder, in each case without the Grantor's signature to the extent permitted by applicable law. The Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of any financing statement covering the IP Collateral shall be sufficient as a financing statement and may be filed in any jurisdiction.

Section 6.02 — USPTO and Copyright Office Filings

(a) The Grantor hereby authorizes and directs the Collateral Agent to record this Agreement (or a short-form version hereof, substantially in the forms attached hereto as Exhibit A and Exhibit B) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and to take all such other actions and file all such other documents as may be necessary or advisable to perfect or give notice of the security interest granted hereunder with respect to the Patent Collateral, the Trademark Collateral, and the Copyright Collateral.

(b) Effective upon the occurrence and during the continuance of an Event of Default, the Grantor hereby grants to the Collateral Agent an irrevocable power of attorney, coupled with an interest, with full power of substitution, to execute, deliver, and file in the Grantor's name and on the Grantor's behalf any and all documents, instruments, assignments, and agreements that may be necessary or desirable to perfect, maintain, or enforce the security interest granted hereunder, including short-form security agreements, assignments, releases, and other instruments for recordation with the USPTO, the U.S. Copyright Office, and any other applicable governmental authority or intellectual property registry. This power of attorney is irrevocable and coupled with an interest and shall not be affected by the subs

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Dated as of May 22, 2025
between
GREENFIELD AGRICULTURAL PARTNERS LLC an Iowa limited liability company, as Grantor
and
MERIDIAN TRUST COMPANY a New York-chartered trust company, as Collateral Agent for the benefit of the DIP Secured Parties
In connection with the Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of May 22, 2025, 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
Chapter 11 Case No. 25-01147 United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) Before the Honorable Margaret R. Dunleavy
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This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement") is made and entered into as of May 22, 2025 (the date of entry of the Interim DIP Order), by and between GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Grantor" or the "Debtor"), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, EIN 42-8837291, as debtor and debtor-in-possession in the Chapter 11 case referenced below, and MERIDIAN TRUST COMPANY, a New York-chartered trust company (the "Collateral Agent"), with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178, acting in its capacity as Collateral Agent for the benefit of the DIP Secured Parties (as defined herein).
RECITALS
WHEREAS (A), Greenfield Agricultural Partners LLC filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (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, which case has been assigned Case No. 25-01147 and is currently pending before the Honorable Margaret R. Dunleavy (the "Bankruptcy Court"), and the Grantor continues to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;
WHEREAS (B), the Grantor, as Borrower, has entered into 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 the terms thereof, the "DIP 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 (collectively, the "Lenders"), and Meridian Trust Company, as Collateral Agent, pursuant to which the Lenders have agreed to provide a senior secured superpriority revolving credit facility in the aggregate amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"), with individual commitments allocated as follows: Ironclad Capital Partners LP — One Hundred Million Dollars ($100,000,000); Ridgeline Opportunity Fund III LP — Fifty Million Dollars ($50,000,000); and Bramblewood Credit Advisors LLC — Twenty-Five Million Dollars ($25,000,000);
WHEREAS (C), the DIP Facility is secured by superpriority liens granted under Sections 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, as authorized by that certain Interim Order Authorizing the Debtor to Obtain Post-Petition Financing, Granting Liens and Providing Superpriority Administrative Expense Status entered by the Bankruptcy Court on May 22, 2025 (the "Interim Order"), and as shall be further authorized by the Final Order Authorizing the Debtor to Obtain Post-Petition Financing, Granting Liens and Providing Superpriority Administrative Expense Status targeted for entry by the Bankruptcy Court on or before June 19, 2025 (the "Final Order");
WHEREAS (D), as a condition precedent to the making of loans and other extensions of credit under the DIP Credit Agreement, the Grantor is required to execute and deliver this intellectual Property Security Agreement to grant the Collateral Agent, for the ratable benefit of the DIP Secured Parties, a continuing first-priority security interest in all of the Grantor's right, title, and interest in and to certain intellectual property assets described herein, as supplemental collateral for the Secured Obligations;
WHEREAS (E), the Grantor has entered into that certain DIP Security Agreement dated as of the date hereof (the "DIP Security Agreement"), by and between the Grantor and the Collateral Agent, which grants a first-priority priming lien on substantially all assets of the Grantor in favor of the Collateral Agent for the benefit of the DIP Secured Parties, and this Agreement is intended to supplement the DIP Security Agreement with respect to intellectual property collateral and to facilitate the recordation of the security interests granted herein with the United States Patent and Trademark Office (the "USPTO") and the United States Copyright Office; and
WHEREAS (F), Greenfield's intellectual property portfolio is integral to the conduct of its business as a vertically integrated manufacturer and distributor of agricultural chemicals, including herbicides, fungicides, adjuvants, and seed treatments, with manufacturing operations at plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, and a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010, and the protection of such intellectual property assets is essential to preserving the going-concern value of the Grantor's enterprise for the benefit of all stakeholders in the Chapter 11 case.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement, and all such definitions are incorporated herein by reference as if set forth herein in their entirety:
"Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, with its principal office at 600 Lexington Avenue, 34th Floor, New York, New York 10022, in its capacity as administrative agent under the DIP Credit Agreement, together with its successors and assigns in such capacity.
"Agreement" means this intellectual Property Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended.
"Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, or such other court as may exercise jurisdiction over the Chapter 11 Case.
"Borrower" or "Grantor" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, EIN 42-8837291, as debtor and debtor-in-possession in the Chapter 11 Case.
"Chapter 11 Case" means the case commenced by the voluntary petition filed by the Grantor under Chapter 11 of the Bankruptcy Code on the Petition Date, assigned Case No. 25-01147 in the Bankruptcy Court.
"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178, in its capacity as collateral agent under the DIP Credit Agreement and the DIP Loan Documents, together with its successors and assigns in such capacity.
"Copyright Collateral" means all copyrights, copyright registrations, and applications for copyright registration now owned or hereafter acquired by the Grantor, in each case whether registered or unregistered, whether published or unpublished, together with all renewals, extensions, restorations, and rights to recover for past, present, or future infringement thereof, and all proceeds and products of any and all of the foregoing, including those set forth on Schedule C hereto.
"DIP Budget" means the 13-week cash flow budget covering the period from May 15, 2025 through August 13, 2025, as approved by the Required Lenders and as may be updated from time to time in accordance with the terms of the DIP Credit Agreement.
"DIP Credit Agreement" has the meaning set forth in the recitals hereto.
"DIP Facility" means the senior secured superpriority revolving credit facility in the aggregate amount of One Hundred Seventy-Five Million Dollars ($175,000,000) established pursuant to the DIP Credit Agreement.
"DIP Loan Documents" means, collectively, the DIP Credit Agreement, this Agreement, the DIP Security Agreement, the DIP Pledge Agreement, and all other agreements, instruments, documents, and certificates executed and delivered in connection with the DIP Facility, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"DIP Orders" means, collectively, the Interim Order and the Final Order, as each may be amended, supplemented, or modified from time to time.
"DIP Pledge Agreement" means the Pledge Agreement dated as of the date hereof, by and between the Grantor and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"DIP Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders (being Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC), together with their respective successors and assigns.
"DIP Security Agreement" has the meaning set forth in the recitals hereto.
"Event of Default" has the meaning assigned to such term in the DIP Credit Agreement.
"Final Order" means the final order to be entered by the Bankruptcy Court on or before June 19, 2025 (or such later date as may be agreed by the Required Lenders), authorizing the DIP Facility on a final basis, approving the terms and conditions of the DIP Credit Agreement and the other DIP Loan Documents, and granting the liens and superpriority claims contemplated thereby.
"Intellectual Property Collateral" or "IP Collateral" means, collectively, the Patent Collateral, the Trademark Collateral, the Copyright Collateral, the Trade Secret Collateral, the IP Licenses, and the Related IP Rights, and all proceeds and products of any and all of the foregoing.
"Intercreditor Agreement" means the Intercreditor Agreement dated as of May 22, 2025, by and between Ironclad Capital Partners LP, as DIP Administrative Agent, and Prairie State Bank, N.A., as pre-petition first lien agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Interim Order" means the interim order entered by the Bankruptcy Court on May 22, 2025, authorizing the DIP Facility on an interim basis, approving the terms and conditions of the DIP Credit Agreement and the other DIP Loan Documents, and granting the liens and superpriority claims contemplated thereby, pending entry of the Final Order.
"IP Licenses" means all rights under or pursuant to all license agreements, sublicense agreements, and other agreements relating to any Patent Collateral, Trademark Collateral, Copyright Collateral, or Trade Secret Collateral, whether the Grantor is a licensor or licensee thereunder, including all rights to receive and apply royalties, license fees, and other payments thereunder.
"Lenders" means, collectively, Ironclad Capital Partners LP, a Delaware limited partnership, Ridgeline Opportunity Fund III LP, a Delaware limited partnership, and Bramblewood Credit Advisors LLC, a Delaware limited liability company, together with their respective successors and assigns, in each case in their capacities as lenders under the DIP Credit Agreement.
"Obligations" or "Secured Obligations" means all obligations of the Borrower under the DIP Credit Agreement and the other DIP Loan Documents, whether now existing or hereafter arising, including (a) the principal amount of all loans and advances made under the DIP Credit Agreement, (b) all accrued and unpaid interest thereon (calculated at the applicable rate of SOFR plus 850 basis points per annum, subject to a SOFR floor of 4.00%), (c) the closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000), (d) the exit fee of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), (e) the unused line fee of 0.50% per annum on the average daily undrawn amount of the commitments, (f) all fees, costs, expenses (including reasonable attorneys' fees and financial advisory fees), indemnities, and other amounts payable by the Borrower under the DIP Credit Agreement and the other DIP Loan Documents, and (g) all other obligations and liabilities of the Borrower to the DIP Secured Parties arising under or in connection with the DIP Credit Agreement, the DIP Orders, or any other DIP Loan Document, in each case whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred.
"Patent Collateral" means all letters patent of the United States (and any foreign jurisdiction, to the extent applicable), all registrations and recordings thereof, all applications for letters patent, and all patentable inventions, in each case now owned or hereafter acquired by the Grantor, including all reissues, reexaminations, continuations, continuations-in-part, divisionals, extensions, supplementary protection certificates, and improvements thereof, together with all rights to collect damages for past, present, or future infringement thereof, and all proceeds and products of any and all of the foregoing, including those set forth on Schedule A hereto.
"Perfection Certificate" means the perfection certificate delivered by the Grantor to the Collateral Agent pursuant to the DIP Credit Agreement, as the same may be supplemented from time to time.
"Permitted Liens" has the meaning assigned to such term in the DIP Credit Agreement.
"Petition Date" means May 15, 2025, the date on which the Grantor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code.
"Pre-Petition ABL Revolver" means the asset-based revolving credit facility existing prior to the Petition Date, with Prairie State Bank, N.A. acting as agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating banks.
"Pre-Petition First Lien Credit Agreement" means the credit agreement existing prior to the Petition Date, with Prairie State Bank, N.A. acting as first lien agent.
"Related IP Rights" means all other intellectual property and proprietary rights relating to any Patent Collateral, Trademark Collateral, Copyright Collateral, or Trade Secret Collateral, including (a) all licenses, income, royalties, damages, and payments now or hereafter due and payable with respect thereto, (b) all rights to sue or recover at law or in equity for any infringement, dilution, misappropriation, or other violation thereof, including the right to recover for past infringement, (c) all goodwill associated with or symbolized by any of the foregoing, (d) all internet domain names and registrations associated with the Grantor's business, and (e) all product registrations with governmental authorities, including registrations with the United States Environmental Protection Agency (the "EPA") for agricultural chemical products.
"Required Lenders" has the meaning assigned to such term in the DIP Credit Agreement.
"Trademark Collateral" means all trademarks, service marks, trade names, trade dress, logos, slogans, brand names, and other source identifiers, and all applications and registrations therefor, in each case now owned or hereafter acquired by the Grantor (whether registered or unregistered, whether at common law or under federal, state, or foreign law), together with all goodwill of the business symbolized by such marks, all renewals and extensions thereof, all rights to collect damages for past, present, or future infringement or dilution thereof, and all proceeds and products of any and all of the foregoing, including those set forth on Schedule B hereto and specifically including the "ClearGuard XR" brand and all related marks, formulations, branding, sub-brands, and associated trade dress.
"Trade Secret Collateral" means all trade secrets, proprietary formulations, chemical compositions, manufacturing processes, product specifications, application methodologies, research and development data, know-how, algorithms, databases, customer lists, supplier lists, pricing information, and all other confidential or proprietary business information now owned or hereafter developed or acquired by the Grantor, and all proceeds and products of any and all of the foregoing.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Iowa (or, when the laws of any other jurisdiction govern the perfection or priority of a security interest in any particular IP Collateral, the Uniform Commercial Code as in effect in such other jurisdiction).
"USPTO" means the United States Patent and Trademark Office.
Section 1.02 — Rules of Interpretation
(a) Unless the context otherwise requires, all capitalized terms used in this Agreement that are defined in the DIP Credit Agreement and not otherwise defined herein shall have the respective meanings set forth in the DIP Credit Agreement, and the rules of interpretation set forth in the DIP Credit Agreement shall apply to this Agreement, mutatis mutandis.
(b) The section and article headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
(c) All references herein to "including" shall mean "including, without limitation," and all references to "or" shall be construed in the inclusive (non-exclusive) sense.
(d) References to any statute, rule, or regulation shall be deemed to include all amendments, modifications, codifications, replacements, and successor provisions thereto.
(e) All references to sections, articles, schedules, and exhibits are to sections, articles, schedules, and exhibits of this Agreement unless otherwise indicated.
(f) Words in the singular shall include the plural and vice versa, and words denoting a particular gender shall include all genders, in each case unless the context otherwise requires.
(g) References to "days" shall mean calendar days unless "Business Days" are expressly specified.
(h) In the event of any conflict between the terms of this Agreement and the terms of the DIP Credit Agreement, the terms of the DIP Credit Agreement shall control, except as otherwise expressly provided herein or in the DIP Credit Agreement.
ARTICLE II — GRANT OF SECURITY INTEREST
Section 2.01 — Security Interest
As collateral security for the prompt and complete payment, performance, and observance when due (whether at the stated maturity, by acceleration, or otherwise) of all Secured Obligations, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the DIP Secured Parties, a continuing security interest in, and lien upon, all of the Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising, and all proceeds and products thereof (collectively, the "IP Collateral"):
(a) Patent Collateral. All patents, patent applications, and patentable inventions now owned or hereafter acquired by the Grantor, including those listed on Schedule A attached hereto and incorporated herein by reference, together with (i) all reissues, reexaminations, continuations, continuations-in-part, divisionals, extensions, supplementary protection certificates, and improvements thereof, (ii) all inventions and improvements described and claimed therein, (iii) all rights corresponding thereto throughout the world, (iv) all rights to collect damages, profits, and awards for past, present, or future infringement thereof, and (v) all proceeds and products of any and all of the foregoing, including license royalties and payments of any kind with respect thereto.
(b) Trademark Collateral. All trademarks, service marks, trade names, trade dress, logos, slogans, brand names, domain names, and other source identifiers, and all applications and registrations therefor, now owned or hereafter acquired by the Grantor (whether registered or unregistered, whether at common law or under federal, state, or foreign law), including those listed on Schedule B attached hereto and incorporated herein by reference, and specifically including the "ClearGuard XR" mark and all associated formulations, branding, sub-brands, product line extensions, and trade dress, together with (i) all goodwill of the business connected with the use of, and symbolized by, such marks, (ii) all renewals, extensions, and rights corresponding thereto throughout the world, (iii) all rights to collect damages, profits, and awards for past, present, or future infringement or dilution thereof, and (iv) all proceeds and products of any and all of the foregoing, including license royalties and payments of any kind with respect thereto.
(c) Copyright Collateral. All copyrights, copyright applications, and copyright registrations now owned or hereafter acquired by the Grantor, whether registered or unregistered, whether published or unpublished, including those listed on Schedule C attached hereto and incorporated herein by reference, together with (i) all renewals, extensions, and restorations thereof, (ii) all rights corresponding thereto throughout the world, (iii) all rights to collect damages, profits, and awards for past, present, or future infringement thereof, and (iv) all proceeds and products of any and all of the foregoing, including license royalties and payments of any kind with respect thereto.
(d) Trade Secret Collateral. All trade secrets, proprietary information, chemical formulations (including herbicide, fungicide, adjuvant, and seed treatment formulations), manufacturing processes, product specifications, application methodologies, research and development data (including, without limitation, all data generated at the Grantor's 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010), know-how, algorithms, databases, customer lists, supplier lists, pricing and cost information, and all other confidential or proprietary business information now owned or hereafter developed or acquired by the Grantor, and all proceeds and products of any and all of the foregoing.
(e) IP Licenses. All rights under or pursuant to all license agreements, sublicense agreements, and other agreements with any other party relating to any of the foregoing, whether the Grantor is a licensor or licensee thereunder, including the right to receive and apply all royalties, license fees, and other payments thereunder, and including the right to exercise all remedies of the Grantor under such agreements upon the occurrence and during the continuance of an Event of Default, to the extent assignable or exercisable under applicable law.
(f) Related IP Rights. All other intellectual property and proprietary rights relating to the foregoing, including (i) internet domain names and registrations, (ii) all rights to sue or recover at law or in equity for any infringement, dilution, misappropriation, or other violation of any of the foregoing, (iii) all product registrations with governmental authorities, including EPA registrations for agricultural chemical products (including the pending re-registration of ClearGuard XR), all state agricultural agency registrations, and all data packages and dossiers submitted to governmental authorities in connection with such registrations, (iv) all goodwill associated with any of the foregoing, and (v) all proceeds and products of any and all of the foregoing.
For the avoidance of doubt, the IP Collateral includes, without limitation, all intellectual property created, developed, acquired, or otherwise obtained by the Grantor after the date hereof, and the Grantor's obligation to deliver updated schedules pursuant to Section 4.05(c) hereof shall not limit the scope or effectiveness of the security interest granted hereunder in after-acquired intellectual property.
Section 2.02 — Security for Obligations
The security interest granted under this Article II secures the prompt and complete payment, performance, and observance of all Secured Obligations under the DIP Credit Agreement and the other DIP Loan Documents, including, without limitation, the One Hundred Seventy-Five Million Dollars ($175,000,000) in aggregate commitments under the DIP Facility, all accrued and unpaid interest thereon, the closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000), the exit fee of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), the unused line fee of 0.50% per annum on the average daily undrawn amount of the commitments, and all other fees, costs, expenses, indemnities, and other amounts payable by the Borrower under the DIP Credit Agreement and the other DIP Loan Documents.
Section 2.03 — Priority of Security Interest
(a) The security interest granted pursuant to this Agreement constitutes: (i) a first-priority priming lien under Section 364(d) of the Bankruptcy Code on IP Collateral that was previously subject to pre-petition liens held by or on behalf of Prairie State Bank, N.A. (as agent under the Pre-Petition First Lien Credit Agreement) and/or Prairie State Bank, N.A. (as agent under the Pre-Petition ABL Revolver, together with the participating banks, Hawthorn National Bank and Northland Savings Bank, F.S.B.), and (ii) a first-priority lien under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code on IP Collateral that was previously unencumbered or not subject to valid and perfected pre-petition liens, in each case as authorized by the Interim Order and/or the Final Order.
(b) The parties acknowledge that Prairie State Bank, N.A., as agent under the Pre-Petition First Lien Credit Agreement, held a pre-petition security interest in the general intangibles of the Grantor, which security interest encompassed intellectual property assets. Such pre-petition security interest is being primed by the security interest granted hereunder, subject to the adequate protection provided to Prairie State Bank, N.A. (and the pre-petition secured parties) pursuant to the terms of the DIP Orders and the Intercreditor Agreement.
(c) The priority of the security interest granted hereunder shall at all times be as set forth in, and subject to the terms of, the DIP Orders and the Intercreditor Agreement.
Section 2.04 — Supplemental Nature
This Agreement supplements and does not replace the DIP Security Agreement. The security interest granted herein in the IP Collateral is in addition to, and not in substitution for, the security interest in such property granted under the DIP Security Agreement. To the extent of any conflict between the provisions of this Agreement and the provisions of the DIP Security Agreement, the DIP Credit Agreement shall govern and control. Nothing in this Agreement shall be construed to limit, restrict, or otherwise modify the scope of the security interest granted under the DIP Security Agreement or any other DIP Loan Document.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
The Grantor hereby represents and warrants to the Collateral Agent and the DIP Secured Parties as follows, in each case as of the date hereof (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date):
Section 3.01 — Ownership of IP Collateral
The Grantor is the sole and exclusive owner of the entire right, title, and interest in and to each item of IP Collateral listed on Schedules A, B, and C hereto, free and clear of all liens, claims, charges, encumbrances, security interests, options, and restrictions of any nature whatsoever, other than (a) Permitted Liens (as defined in the DIP Credit Agreement), (b) the pre-petition liens of Prairie State Bank, N.A. (as agent under the Pre-Petition First Lien Credit Agreement) being primed pursuant to the DIP Orders, and (c) the pre-petition liens of Prairie State Bank, N.A. (as agent under the Pre-Petition ABL Revolver) being primed pursuant to the DIP Orders. The Grantor has not received any written notice challenging its ownership of, or rights in, any material item of IP Collateral.
Section 3.02 — Validity and Enforceability
(a) Each patent and patent application listed on Schedule A hereto is, to the Grantor's knowledge, valid, subsisting, and enforceable. No patent listed on Schedule A has been adjudged invalid or unenforceable by any court of competent jurisdiction, the Patent Trial and Appeal Board, or any other governmental authority in a final, non-appealable determination. There are no pending inter partes review proceedings, post-grant review proceedings, or reexamination proceedings with respect to any patent listed on Schedule A, except as otherwise disclosed in the DIP Credit Agreement.
(b) Each trademark and service mark registration listed on Schedule B hereto is valid, subsisting, and in full force and effect. No trademark registration listed on Schedule B has been cancelled, abandoned, or adjudged invalid or unenforceable in a final, non-appealable determination. The "ClearGuard XR" mark, Registration No. [per Schedule B], is valid, subsisting, and in full force and effect, and the Grantor is the sole owner thereof with all associated goodwill. No cancellation or opposition proceedings are pending before the Trademark Trial and Appeal Board with respect to any mark listed on Schedule B, except as otherwise disclosed in the DIP Credit Agreement.
(c) Each copyright registration listed on Schedule C hereto is valid, subsisting, and enforceable. No copyright registration listed on Schedule C has been cancelled or adjudged invalid or unenforceable in a final, non-appealable determination.
Section 3.03 — IP Registrations
(a) Schedule A hereto sets forth a complete and accurate list, as of the date hereof, of all patents and patent applications owned by the Grantor, including for each such patent or patent application the patent number or application number (as applicable), the title of the patent or application, the filing date or issue date, the jurisdiction of filing (United States Patent and Trademark Office or other applicable patent office), and the current status thereof.
(b) Schedule B hereto sets forth a complete and accurate list, as of the date hereof, of all trademark and service mark registrations and applications owned by the Grantor, including for each such registration or application the mark, the registration number or application number (as applicable), the registration date or filing date, the international class and description of goods and services, and the current status thereof, specifically including the "ClearGuard XR" mark and all associated logos, stylized designs, and trade dress.
(c) Schedule C hereto sets forth a complete and accurate list, as of the date hereof, of all copyright registrations and applications owned by the Grantor, including for each such registration or application the title or description of the work, the registration number or application number (as applicable), the registration date or filing date, and the current status thereof.
(d) Each of Schedules A, B, and C is true, correct, and complete in all material respects as of the date hereof and does not omit any patents, trademarks, or copyrights (as applicable) that are material to the Grantor's business.
Section 3.04 — No Infringement
(a) To the Grantor's knowledge, after due inquiry, the conduct of its business as currently conducted and as proposed to be conducted does not infringe upon, misappropriate, or otherwise violate the intellectual property rights of any third party in any material respect.
(b) No claim of infringement, misappropriation, dilution, or other violation of any third party's intellectual property rights has been asserted or threatened in writing against the Grantor that remains unresolved as of the date hereof, except as disclosed in the DIP Credit Agreement, including the disclosures made pursuant to Schedule 5.08 thereof.
(c) To the Grantor's knowledge, no third party is currently infringing upon, misappropriating, or otherwise violating any material IP Collateral, except as disclosed to the Collateral Agent in writing prior to the date hereof.
Section 3.05 — No Prior Grants
The Grantor has not previously granted any security interest in, or lien upon, the IP Collateral to any person or entity other than (a) Prairie State Bank, N.A. (as agent) under the Pre-Petition First Lien Credit Agreement, which security interest is being primed pursuant to the DIP Orders, and (b) the liens securing the Pre-Petition ABL Revolver, with Prairie State Bank, N.A. acting as agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. acting as participating banks, which security interests are also being primed pursuant to the DIP Orders. No other liens, security interests, or encumbrances exist on the IP Collateral other than Permitted Liens.
Section 3.06 — Regulatory Matters
(a) The Grantor hereby discloses that the EPA re-registration of the Grantor's flagship herbicide product "ClearGuard XR" has been delayed and remains pending as of the date hereof. The Grantor represents that the underlying intellectual property rights related to ClearGuard XR, including all patent rights, trademark rights, trade secrets, formulation data, and registration data packages, remain valid and enforceable notwithstanding the pending regulatory process, and that the delay in EPA re-registration does not impair the validity or enforceability of the IP Collateral.
(b) To the Grantor's knowledge, all material product registrations with the EPA and state agricultural agencies maintained by the Grantor are current and in good standing as of the date hereof, except (i) the pending EPA re-registration of ClearGuard XR referenced in clause (a) above, and (ii) such other registrations or matters as have been specifically disclosed in the DIP Credit Agreement, including the disclosures made pursuant to Schedule 5.14 thereof.
(c) The Grantor has not received any written notice from the EPA, any state agricultural agency, or any other governmental authority indicating an intent to revoke, suspend, or materially modify any product registration that is material to the Grantor's business, other than the pending re-registration process for ClearGuard XR.
Section 3.07 — Organization and Authority
(a) The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa, with EIN 42-8837291. The Grantor is duly qualified and authorized to do business in each jurisdiction where the nature of its activities or the ownership of its properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Grantor's business, condition (financial or otherwise), or operations.
(b) The Grantor has full power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of the Grantor, subject to and as authorized by the DIP Orders. No other limited liability company proceedings or governmental approvals on the part of the Grantor are necessary to authorize the execution, delivery, and performance of this Agreement, other than the authorization provided by the DIP Orders.
(c) This Agreement has been duly executed and delivered by the Grantor and constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity.
Section 3.08 — Perfection Certificate Reference
The intellectual property information set forth in the Perfection Certificate delivered by the Grantor to the Collateral Agent pursuant to the DIP Credit Agreement is accurate and complete in all material respects as of the date hereof. The Grantor has not acquired, created, or become the owner of any patents, trademarks, copyrights, or other registered intellectual property between the date of the Perfection Certificate and the date hereof that are not reflected in Schedules A, B, and C hereto.
ARTICLE IV — COVENANTS
The Grantor hereby covenants and agrees with the Collateral Agent and the DIP Secured Parties as follows:
Section 4.01 — Maintenance of IP
The Grantor shall maintain all IP Collateral in full force and effect during the term of this Agreement (and, where applicable, shall use commercially reasonable efforts to prosecute all pending applications to registration or issuance), including by:
(a) Filing all required maintenance documents, renewal applications, statements of use, affidavits of continued use (including affidavits under Sections 8 and 15 of the Lanham Act, 15 U.S.C. §§ 1058 and 1065), declarations of use, and other instruments with the USPTO, the United States Copyright Office, and any other applicable governmental authority, in each case in a timely manner and in compliance with all applicable deadlines;
(b) Paying all registration fees, maintenance fees, annuity fees, renewal fees, issue fees, and other governmental fees and charges when due in connection with the prosecution, registration, maintenance, and renewal of the IP Collateral;
(c) Taking all commercially reasonable actions necessary to protect, preserve, and maintain the value, validity, and enforceability of the IP Collateral, including maintaining the quality of goods and services offered in connection with the Trademark Collateral and taking reasonable steps to prevent the Trademark Collateral from becoming generic or abandoned;
(d) Continuing the prosecution of all pending patent applications, trademark applications, and copyright applications in the ordinary course of business, including timely responding to all office actions, examiner's amendments, and other communications from the USPTO, the U.S. Copyright Office, or other governmental authorities; and
(e) Maintaining in full force and effect all product registrations with the EPA, state agricultural agencies, and other governmental authorities that are material to the Grantor's business, including actively pursuing the pending EPA re-registration of ClearGuard XR, and promptly notifying the Collateral Agent of any material developments in such regulatory processes.
Section 4.02 — Protection Against Infringement
(a) The Grantor shall promptly, and in any event within ten (10) Business Days, notify the Collateral Agent in writing of (i) any known or suspected infringement, misappropriation, dilution, or other unauthorized use of any material IP Collateral by any third party, and (ii) any claim or action brought or threatened by any third party alleging that the Grantor's use of any IP Collateral infringes, misappropriates, or otherwise violates any third-party intellectual property rights.
(b) The Grantor shall take commercially reasonable steps to enforce its rights in the IP Collateral against infringers, misappropriators, and other unauthorized users, including bringing and diligently prosecuting infringement, misappropriation, and unfair competition actions where appropriate and commercially reasonable, subject to (i) the availability of funds under the DIP Budget, (ii) the business judgment of the Grantor's management (exercised in consultation with the Collateral Agent), and (iii) the approval of the Bankruptcy Court to the extent required by applicable law.
(c) The Grantor shall cooperate with the Collateral Agent and the DIP Secured Parties in any effort undertaken by the Collateral Agent to protect the IP Collateral, including providing access to relevant documents, records, and personnel, subject to applicable privileges.
Section 4.03 — No Transfers or Encumbrances
Without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement), the Grantor shall not:
(a) Sell, assign, transfer, exchange, or otherwise dispose of any IP Collateral (whether in a single transaction or a series of related transactions), other than non-exclusive licenses granted in the ordinary course of business consistent with past practice and in compliance with Section 4.04 hereof;
(b) Grant any lien, pledge, security interest, mortgage, charge, or other encumbrance on any IP Collateral, other than (i) Permitted Liens, (ii) the security interest granted hereunder and under the DIP Security Agreement, and (iii) the pre-petition liens being primed as contemplated by the DIP Orders;
(c) Abandon, disclaim, dedicate to the public, permit to lapse, or otherwise fail to maintain any material IP Collateral without providing at least thirty (30) days' prior written notice to the Collateral Agent, together with a reasonable explanation of the basis for such action and the Grantor's assessment of the commercial value of the affected IP Collateral; provided that the Collateral Agent shall have the right (but not the obligation) to take, at the Grantor's expense, such steps as the Collateral Agent deems reasonably necessary to maintain the affected IP Collateral during such 30-day period; or
(d) Enter into any settlement or consent agreement with respect to any IP Collateral that would materially impair the value of such IP Collateral or the security interest granted hereunder, without the prior written consent of the Collateral Agent.
Section 4.04 — Licensing Restrictions
(a) The Grantor shall not grant any exclusive license of any IP Collateral (or any exclusive license that, together with all other licenses previously granted by the Grantor, would have the practical effect of an exclusive license) without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement).
(b) Non-exclusive licenses granted by the Grantor in the ordinary course of business consistent with past practice shall be permitted without the prior consent of the Collateral Agent; provided that (i) any such license shall be expressly subject and subordinate to the security interest granted hereunder, (ii) such license shall not materially impair the value of the IP Collateral or the rights of the Collateral Agent hereunder, and (iii) the Grantor shall promptly provide the Collateral Agent with copies of any such license agreements (or, in the case of licenses entered into on standard form terms, a summary description thereof).
(c) The Grantor shall not amend, modify, terminate, or waive any material provision of any existing IP license agreement (whether the Grantor is licensor or licensee thereunder) without the prior written consent of the Collateral Agent if such amendment, modification, termination, or waiver would reasonably be expected to materially impair the value of the IP Collateral or the security interest granted hereunder.
Section 4.05 — Further Assurances and Filings
The Grantor shall execute and deliver all documents, instruments, and agreements, and take all further actions, as may be reasonably requested by the Collateral Agent from time to time to perfect, protect, and maintain the priority of the security interest granted herein in the IP Collateral, including:
(a) Executing and delivering short-form intellectual property security agreements, in substantially the forms attached hereto as Exhibit A (for USPTO recording) and Exhibit B (for U.S. Copyright Office recording), and such other instruments as may be reasonably necessary or appropriate for recordation with the USPTO, the United States Copyright Office, and any other applicable governmental authority or intellectual property registry;
(b) Cooperating with the filing of UCC financing statements (including UCC-1 initial financing statements and UCC-3 amendments and continuations) in the State of Iowa (Office of the Secretary of State) and any other applicable jurisdictions, describing the IP Collateral, in form and substance satisfactory to the Collateral Agent;
(c) Delivering to the Collateral Agent updated Schedules A, B, and C on a quarterly basis, within fifteen (15) days after the end of each fiscal quarter (or more frequently if new IP is acquired, created, or registered), reflecting any additions to, or deletions from, the IP Collateral during the prior quarter, together with such supplemental short-form security agreements as may be necessary to record the Collateral Agent's security interest in any newly acquired or registered IP Collateral with the USPTO and U.S. Copyright Office; and
(d) Taking such other actions and executing such other documents as may be reasonably requested by the Collateral Agent to ensure that the security interest granted herein is at all times valid, perfected, and enforceable as a first-priority lien on the IP Collateral (subject only to Permitted Liens).
Section 4.06 — Trade Secret Protection
(a) The Grantor shall maintain commercially reasonable safeguards to protect the confidentiality of all Trade Secret Collateral, including (i) maintaining appropriate non-disclosure agreements and confidentiality agreements with all employees, independent contractors, consultants, and business partners who have access to Trade Secret Collateral, (ii) implementing and maintaining information security protocols, access controls, and data protection measures at all facilities where Trade Secret Collateral is accessed, stored, or used, including the Grantor's research and development farm located at 4500 University Boulevard, Ames, Iowa 50010, and the Grantor's three manufacturing plants located in Cedar Falls, Iowa, Decatur, Illinois, and Jonesboro, Arkansas, (iii) limiting access to Trade Secret Collateral on a need-to-know basis, and (iv) promptly investigating any actual or suspected unauthorized disclosure or misappropriation of Trade Secret Collateral.
(b) The Grantor shall promptly notify the Collateral Agent in writing of any actual or threatened unauthorized disclosure, misappropriation, or other breach of confidentiality of any material Trade Secret Collateral, and shall take all commercially reasonable steps to mitigate the effects of any such disclosure, misappropriation, or breach.
(c) The Grantor acknowledges that the Trade Secret Collateral, including proprietary chemical formulations, manufacturing processes, and R&D data, constitutes a significant component of the IP Collateral and that the impairment or loss of such trade secrets could materially diminish the value of the IP Collateral and the security of the DIP Secured Parties.
Section 4.07 — Notification of Changes
The Grantor shall provide the Collateral Agent with prompt written notice (and in any event within ten (10) Business Days) of:
(a) Any new patents issued to, trademark registrations obtained by, or copyright registrations obtained by the Grantor after the date hereof;
(b) Any material adverse change in the status, validity, or enforceability of any IP Collateral, including (i) the receipt of any final office action, notice of abandonment, or notice of cancellation from the USPTO or U.S. Copyright Office, (ii) the institution of any cancellation proceeding, opposition proceeding, inter partes review, post-grant review, reexamination proceeding, or interference proceeding with respect to any Patent Collateral or Trademark Collateral, and (iii) any adverse court ruling or administrative determination with respect to the validity, enforceability, or scope of any IP Collateral;
(c) Any material breach or default (by the Grantor or any counterparty) under any IP license agreement to which the Grantor is a party, or any termination or threatened termination of any such license agreement;
(d) Any material change in the EPA registration status of ClearGuard XR or any other registered product of the Grantor, including (i) any notice of intent to cancel, suspend, or modify any product registration, (ii) any request for additional data or testing by the EPA, and (iii) any progress in the pending re-registration process for ClearGuard XR; and
(e) Any change in the Grantor's name, organizational structure, state of organization, or principal place of business that could affect the perfection or priority of the security interest granted hereunder.
Section 4.08 — Compliance with DIP Budget and Covenants
The Grantor's maintenance, prosecution, and enforcement of the IP Collateral pursuant to this Article IV shall be conducted in a manner consistent with (a) the 13-week DIP Budget (covering the period from May 15, 2025 through August 13, 2025, as updated from time to time in accordance with the DIP Credit Agreement), (b) the financial covenants under the DIP Credit Agreement, including the minimum liquidity covenant of Fifteen Million Dollars ($15,000,000) and the maximum budget variance covenant of fifteen percent (15%) (calculated on a cumulative basis), and (c) all other terms and conditions of the DIP Credit Agreement and the DIP Orders. Nothing in this Agreement shall require the Grantor to incur expenses in connection with the maintenance, prosecution, or enforcement of IP Collateral to the extent that such expenses are not provided for in the DIP Budget or would cause the Grantor to violate any covenant under the DIP Credit Agreement.
ARTICLE V — REMEDIES
Section 5.01 — Events of Default
The occurrence of any Event of Default (as defined in the DIP Credit Agreement) shall constitute an Event of Default under this Agreement. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have all rights and remedies available under this Agreement, the DIP Credit Agreement, the DIP Security Agreement, the UCC, and applicable law (including the Bankruptcy Code), subject in all respects to the terms of the Interim Order, the Final Order, and any other applicable orders of the Bankruptcy Court. Without limiting the generality of the foregoing, Events of Default under the DIP Credit Agreement include, but are not limited to, failure to make any payment of principal, interest, or fees when due, breach of any covenant under the DIP Credit Agreement or any other DIP Loan Document, breach of any representation or warranty in any material respect, the occurrence of a termination event under the DIP Budget, and the failure to comply with the milestones set forth in the DIP Credit Agreement.
Section 5.02 — Rights Upon Default
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at the direction of the Required Lenders and subject to the terms of the DIP Orders and any applicable order of the Bankruptcy Court:
(a) Exercise all rights and remedies of a secured party under Article 9 of the UCC with respect to the IP Collateral, including the right to take possession or control of the IP Collateral and all tangible embodiments thereof, and the right to collect and apply all proceeds of the IP Collateral;
(b) Require the Grantor to assemble and deliver to the Collateral Agent (or to a location designated by the Collateral Agent) all tangible embodiments of the IP Collateral, including all documents, records, files, data, samples, prototypes, and materials constituting, relating to, or embodying the IP Collateral;
(c) License, sublicense, sell, assign, or otherwise dispose of the IP Collateral, in whole or in part, at public or private sale, for cash, credit, or other property, at such price or prices and on such terms as the Collateral Agent may determine, with ten (10) days' prior written notice to the Grantor (or such shorter period of notice as may be commercially reasonable under the circumstances or as may be permitted by the Bankruptcy Court), and the Collateral Agent may be the purchaser at any public sale;
(d) Exercise any and all rights of the Grantor under any IP license agreement, including the right to receive and collect royalties and other payments thereunder, the right to give notices and make elections under such agreements, and the right to perform the obligations of the Grantor thereunder, in each case to the extent assignable or exercisable under applicable law;
(e) Take control of any and all proceeds of the IP Collateral, including all royalties, license fees, infringement damages, settlements, insurance proceeds, and other amounts payable with respect to the IP Collateral; and
(f) File suit to enforce, protect, or realize upon the IP Collateral, including bringing infringement, misappropriation, unfair competition, or other actions in the name of the Grantor or in the name of the Collateral Agent, and settling or compromising any such claims or actions, all at the expense of the Grantor.
The rights and remedies set forth in this Section 5.02 are cumulative and are in addition to all other rights and remedies available to the Collateral Agent and the DIP Secured Parties under the DIP Credit Agreement, the DIP Security Agreement, the other DIP Loan Documents, the DIP Orders, the UCC, and applicable law, including the Bankruptcy Code.
Section 5.03 — Application of Proceeds
All proceeds received by the Collateral Agent from any sale, collection, or other realization upon the IP Collateral, or from the exercise of any other right or remedy hereunder, shall be applied in accordance with the waterfall provisions set forth in Section [8.03] of the DIP Credit Agreement and the Intercreditor Agreement between Ironclad Capital Partners LP (as DIP Administrative Agent) and Prairie State Bank, N.A. (as pre-petition first lien agent). To the extent not otherwise specified in the DIP Credit Agreement or the Intercreditor Agreement, such proceeds shall be applied in the following order: first, to the payment of all costs and expenses of the Collateral Agent (including reasonable attorneys' fees and disbursements) incurred in connection with such collection, sale, or realization; second, to the payment of the Secured Obligations in the order of priority set forth in the DIP Credit Agreement; and third, to the Grantor or as otherwise required by applicable law or order of the Bankruptcy Court. The Grantor shall remain liable for any deficiency remaining after the application of all proceeds.
Section 5.04 — Grantor's Obligations Upon Default
Upon the occurrence and during the continuance of an Event of Default, the Grantor shall cooperate fully with the Collateral Agent in the exercise of its rights and remedies under this Agreement, the DIP Credit Agreement, the DIP Security Agreement, and applicable law, including (a) executing and delivering all assignments, transfer documents, powers of attorney, and other instruments as may be necessary or desirable to effectuate the transfer, sale, licensing, or other disposition of the IP Collateral by the Collateral Agent, (b) providing the Collateral Agent and its representatives with access to the Grantor's premises, books, records, files, and personnel, (c) delivering to the Collateral Agent all tangible embodiments of the IP Collateral, and (d) taking all other actions reasonably requested by the Collateral Agent to facilitate the realization upon the IP Collateral. The Grantor's obligations under this Section 5.04 shall survive the termination of this Agreement to the extent necessary to effectuate the remedies contemplated hereby.
Section 5.05 — Limitations — Bankruptcy Court Oversight
Notwithstanding any other provision of this Agreement, all remedies exercised by the Collateral Agent under this Article V are subject to (a) the jurisdiction of the Bankruptcy Court in Case No. 25-01147, (b) the terms and conditions of the Interim Order, the Final Order, and any other applicable orders of the Bankruptcy Court, (c) the automatic stay provisions of Section 362 of the Bankruptcy Code (as modified by the DIP Orders), and (d) the requirements of applicable provisions of the Bankruptcy Code, including Section 363 thereof (to the extent applicable to any sale or disposition of the IP Collateral). The Collateral Agent shall seek relief from the automatic stay or authorization of the Bankruptcy Court, as applicable, prior to exercising any remedies that require such relief or authorization under the Bankruptcy Code or the DIP Orders.
ARTICLE VI — AUTHORIZATION TO FILE
Section 6.01 — UCC Financing Statements
The Grantor hereby irrevocably authorizes the Collateral Agent to file, and to prepare and file, one or more UCC-1 financing statements, UCC-3 amendments (including amendments adding collateral descriptions or changing the Grantor's information), and UCC-3 continuation statements, in each case describing the IP Collateral (or describing the collateral as "all assets" or "all personal property" of the Grantor, to the extent the Collateral Agent determines such description to be appropriate or advisable), in all applicable jurisdictions, including the Office of the Secretary of State of the State of Iowa and any other jurisdiction where the filing of a financing statement is necessary or advisable to perfect the security interest granted hereunder, in each case without the Grantor's signature to the extent permitted by applicable law. The Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of any financing statement covering the IP Collateral shall be sufficient as a financing statement and may be filed in any jurisdiction.
Section 6.02 — USPTO and Copyright Office Filings
(a) The Grantor hereby authorizes and directs the Collateral Agent to record this Agreement (or a short-form version hereof, substantially in the forms attached hereto as Exhibit A and Exhibit B) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and to take all such other actions and file all such other documents as may be necessary or advisable to perfect or give notice of the security interest granted hereunder with respect to the Patent Collateral, the Trademark Collateral, and the Copyright Collateral.
(b) Effective upon the occurrence and during the continuance of an Event of Default, the Grantor hereby grants to the Collateral Agent an irrevocable power of attorney, coupled with an interest, with full power of substitution, to execute, deliver, and file in the Grantor's name and on the Grantor's behalf any and all documents, instruments, assignments, and agreements that may be necessary or desirable to perfect, maintain, or enforce the security interest granted hereunder, including short-form security agreements, assignments, releases, and other instruments for recordation with the USPTO, the U.S. Copyright Office, and any other applicable governmental authority or intellectual property registry. This power of attorney is irrevocable and coupled with an interest and shall not be affected by the subs

INTELLECTUAL PROPERTY SECURITY AGREEMENT

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