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SECURITY AGREEMENT

Dated as of May 22, 2025

by and 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

Made pursuant to and in connection with that certain 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

Authorized pursuant to the Interim Order entered on May 22, 2025 (and, upon entry, the Final Order) authorizing the Debtor to obtain postpetition financing pursuant to 11 U.S.C. §§ 364(c) and 364(d)

CONFIDENTIAL TREATMENT REQUESTED

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SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Security Agreement") is made and entered into as of May 22, 2025, by and between GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Grantor" or the "Debtor"), and MERIDIAN TRUST COMPANY, a New York-chartered trust company, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the benefit of the Secured Parties (as defined herein).

RECITALS

WHEREAS:

A. Greenfield Agricultural Partners LLC is a limited liability company duly organized and validly existing under the laws of the State of Iowa, with its principal place of business located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, Employer Identification Number 42-8837291, engaged in the manufacture and distribution of agricultural chemicals, including herbicides, fungicides, adjuvants, and seed treatments, to agricultural producers, distributors, and cooperatives across the Midwest and Mid-South regions of the United States;

B. On May 15, 2025 (the "Petition Date"), the Grantor filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), Case No. 25-01147 (the "Bankruptcy Case"), and continues to operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

C. Pursuant to that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among the Grantor, 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 "DIP Lenders"), and Meridian Trust Company, as Collateral Agent, the DIP Lenders have agreed to provide to the Grantor a senior secured superpriority revolving credit facility in an aggregate principal amount of up to One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"), consisting of individual commitments from Ironclad Capital Partners LP in the amount of One Hundred Million Dollars ($100,000,000), Ridgeline Opportunity Fund III LP in the amount of Fifty Million Dollars ($50,000,000), and Bramblewood Credit Advisors LLC in the amount of Twenty-Five Million Dollars ($25,000,000);

D. The DIP Credit Agreement provides that the Grantor may draw up to Eighty Million Dollars ($80,000,000) upon entry of the Interim Order (as defined below) and the remaining Ninety-Five Million Dollars ($95,000,000) upon entry of the Final Order (as defined below), in each case subject to the terms and conditions set forth in the DIP Credit Agreement;

E. It is a condition precedent to the obligations of the DIP Lenders to make extensions of credit under the DIP Credit Agreement that the Grantor execute and deliver this Security Agreement granting to the Collateral Agent, for the ratable benefit of the Secured Parties, (i) a first-priority priming lien on all pre-petition collateral pursuant to Section 364(d) of the Bankruptcy Code, (ii) a first-priority lien on all unencumbered assets of the Grantor pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, and (iii) a superpriority administrative expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against the Grantor and its estate of any kind or nature, including administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code;

F. The interim order of the Bankruptcy Court entered on May 22, 2025 (the "Interim Order") and the final order of the Bankruptcy Court to be entered on or about June 19, 2025 (the "Final Order," and together with the Interim Order, the "DIP Orders"), authorize the Grantor to obtain the postpetition financing contemplated by the DIP Credit Agreement and to grant the security interests and liens described herein, subject to the terms and conditions set forth therein;

G. Prior to the Petition Date, the Grantor's assets were encumbered by first-priority liens and security interests in favor of Prairie State Bank, National Association, in its capacity as administrative agent (the "Pre-Petition Agent") under (i) that certain First Lien Term Loan Credit Agreement, dated as of March 14, 2021 (as amended), in the original principal amount of Three Hundred Ten Million Dollars ($310,000,000) (the "First Lien Term Loan"), and (ii) that certain Asset-Based Revolving Credit Agreement, dated as of March 14, 2021 (as amended), providing for revolving commitments of up to Ninety-Five Million Dollars ($95,000,000) (the "ABL Revolver," and together with the First Lien Term Loan, the "Pre-Petition Credit Facilities"), of which Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) was drawn under the ABL Revolver as of the Petition Date (collectively, the "Pre-Petition Liens"); the liens granted herein prime such Pre-Petition Liens as authorized by the DIP Orders and subject to the adequate protection provided to the pre-petition secured parties as set forth in the Adequate Protection Stipulation approved by the Bankruptcy Court in connection with the DIP Orders;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, 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 Security 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, unless the context otherwise requires:

"Account" means an "account" as defined in Section 9-102(a)(2) of the UCC, and includes, without limitation, all accounts receivable, rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, for services rendered, or arising out of the use of a credit or charge card or information contained on or for use with the card, and all rights to payment of any kind, whether or not earned by performance.

"Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, in its capacity as administrative agent under the DIP Credit Agreement, together with its successors and assigns in such capacity.

"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company.

"Chattel Paper" means "chattel paper" as defined in Section 9-102(a)(11) of the UCC, including both tangible chattel paper and electronic chattel paper.

"Collateral" has the meaning set forth in Section 2.01 of this Security Agreement.

"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, in its capacity as collateral agent for the Secured Parties under this Security Agreement and the DIP Credit Agreement, together with its successors and assigns in such capacity.

"Commercial Tort Claim" means a "commercial tort claim" as defined in Section 9-102(a)(13) of the UCC, including those commercial tort claims identified on Schedule 2.01(m) hereto, as supplemented from time to time by the Grantor pursuant to Section 4.16 of this Security Agreement.

"Deposit Account" means a "deposit account" as defined in Section 9-102(a)(29) of the UCC, including all demand, time, savings, passbook, or similar accounts maintained at any bank or other financial institution.

"DIP Budget" means the 13-week cash flow budget delivered by the Grantor to the Administrative Agent and the DIP Lenders pursuant to the DIP Credit Agreement, as updated from time to time in accordance with the terms thereof and the DIP Orders.

"DIP Credit Agreement" means that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025, among the Grantor, 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, as amended, restated, supplemented, or otherwise modified from time to time.

"DIP 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, and their respective successors and permitted assigns.

"DIP Loan Documents" means, collectively, the DIP Credit Agreement, this Security Agreement, the DIP intellectual Property Security Agreement, the DIP Notes, the Perfection Certificate, the fee letters, the deposit account control agreements, and all other agreements, instruments, certificates, and documents delivered in connection therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"DIP Notes" means the promissory notes issued by the Grantor to the DIP Lenders pursuant to the DIP Credit Agreement evidencing the Grantor's obligations to repay borrowings thereunder.

"DIP Orders" means, collectively, the Interim Order and the Final Order.

"Document" means a "document" as defined in Section 9-102(a)(30) of the UCC, including all documents of title, warehouse receipts, and bills of lading, whether negotiable or non-negotiable.

"Equipment" means "equipment" as defined in Section 9-102(a)(33) of the UCC, and includes, without limitation, all manufacturing equipment, machinery, compressors, reactors, blending systems, packaging lines, conveyors, storage tanks, vehicles, rolling stock, furniture, fixtures, and other tangible personal property that is not Inventory, located at or used in connection with the Grantor's facilities in Cedar Falls, Iowa; Decatur, Illinois; Jonesboro, Arkansas; and Ames, Iowa, and at all regional distribution centers.

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

"Excluded Property" means the property excluded from the Collateral as described in Section 2.02 of this Security Agreement.

"Final Order" means the final order of the Bankruptcy Court authorizing the DIP Facility, in form and substance satisfactory to the Administrative Agent and the Required Lenders, to be entered on or about June 19, 2025.

"General Intangible" means a "general intangible" as defined in Section 9-102(a)(42) of the UCC, including, without limitation, all payment intangibles, contract rights, customer lists, supplier agreements, regulatory licenses, permits, EPA product registrations and related data, franchises, goodwill, and going-concern value.

"Goods" means "goods" as defined in Section 9-102(a)(44) of the UCC, including all Inventory, Equipment, and other tangible personal property.

"Grantor" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, in its capacity as debtor-in-possession in the Bankruptcy Case.

"Instrument" means an "instrument" as defined in Section 9-102(a)(47) of the UCC, including, without limitation, all promissory notes, drafts, checks, and certificated securities.

"Intellectual Property" means, collectively, all patents, patent applications, trademarks, trademark registrations, trademark applications, service marks, trade names, trade dress, copyrights, copyright registrations, copyright applications, trade secrets, proprietary formulations, manufacturing processes, know-how, EPA product registrations and related regulatory data, domain names, software (to the extent assignable), and all other intellectual property rights of the Grantor, including, without limitation, the ClearGuard XR trademark and all related marks, formulations, and data, together with all goodwill associated therewith, all licenses and sublicenses related thereto, and all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto. The intellectual Property collateral description herein is supplemented by the DIP intellectual Property Security Agreement executed by the Grantor in favor of the Collateral Agent concurrently herewith, which provides additional IP-specific grant language, recordation provisions, and covenants.

"Interim Order" means the interim order of the Bankruptcy Court authorizing the DIP Facility, entered on May 22, 2025, in form and substance satisfactory to the Administrative Agent and the Required Lenders.

"Inventory" means "inventory" as defined in Section 9-102(a)(48) of the UCC, and includes, without limitation, all raw materials (including chemical feedstocks, active ingredients, inert ingredients, and packaging materials), work-in-process, and finished goods (including herbicides, fungicides, adjuvants, and seed treatments) held for sale, distribution, or use in the Grantor's business, wherever located, including at all manufacturing plants, distribution centers, and the R&D farm, together with all documents of title representing any of the foregoing.

"Investment Property" means "investment property" as defined in Section 9-102(a)(49) of the UCC, including, without limitation, all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, and commodity accounts.

"Letter-of-Credit Right" means a "letter-of-credit right" as defined in Section 9-102(a)(51) of the UCC.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, security interest, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing.

"Obligations" means all present and future debts, obligations, and liabilities of the Grantor to any Secured Party arising under or in connection with the DIP Credit Agreement, the DIP Notes, this Security Agreement, and all other DIP Loan Documents, of every kind and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including, without limitation, all obligations in respect of (i) principal of and interest (including interest accruing at the applicable rate of SOFR plus 850 basis points per annum, or SOFR plus 1,050 basis points per annum upon the occurrence and during the continuance of an Event of Default, in each case as more particularly described in the DIP Credit Agreement) on loans made under the DIP Credit Agreement, (ii) all fees, including 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), and the unused line fee of 0.50% per annum on the undrawn portion of the DIP Facility, (iii) all reimbursement obligations with respect to letters of credit, (iv) all costs and expenses (including reasonable attorneys' fees and expenses, appraisal fees, consultant fees, and other professional fees), (v) all indemnification obligations, and (vi) all other amounts payable by the Grantor under or in connection with any DIP Loan Document.

"Perfection Certificate" means that certain Perfection Certificate dated as of the date hereof, delivered by the Grantor to the Collateral Agent concurrently with the execution and delivery of this Security Agreement, as amended, supplemented, or updated from time to time.

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

"Pre-Petition Agent" means Prairie State Bank, National Association, in its capacity as administrative agent under the Pre-Petition Credit Facilities.

"Pre-Petition Credit Facilities" means, collectively, the First Lien Term Loan and the ABL Revolver.

"Pre-Petition Liens" means the liens and security interests in favor of the Pre-Petition Agent, for the benefit of the pre-petition secured parties, under the First Lien Term Loan Credit Agreement and the Asset-Based Revolving Credit Agreement, as such liens existed as of the Petition Date.

"Proceeds" means "proceeds" as defined in Section 9-102(a)(64) of the UCC, and includes, without limitation, all cash proceeds, noncash proceeds, insurance proceeds, and any other amounts received or receivable in connection with the collection, sale, exchange, or other disposition of the Collateral, together with all distributions on account of the Collateral.

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

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the DIP Lenders, and their respective successors and permitted assigns.

"Supporting Obligations" means "supporting obligations" as defined in Section 9-102(a)(77) of the UCC, including all letter-of-credit rights, guarantees, and secondary obligations supporting the payment or performance of any Account, Chattel Paper, Document, General Intangible, Instrument, or Investment Property included in the Collateral.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that, if by reason of mandatory provisions of law, the validity, attachment, perfection, priority, or the effect of perfection or non-perfection of the security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York (including the States of Iowa, Illinois, or Arkansas), the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such validity, attachment, perfection, priority, effect of perfection or non-perfection, or availability of such remedy.

Section 1.02 — UCC Terms

Terms used but not otherwise defined in this Security Agreement that are defined in Articles 8 or 9 of the UCC shall have the respective meanings ascribed to such terms therein. The term "all assets" or "all personal property" shall, when used herein or in any UCC financing statement filed in connection herewith, have the broadest meaning permitted under Article 9 of the UCC.

Section 1.03 — Rules of Interpretation

The rules of interpretation set forth in the DIP Credit Agreement are hereby incorporated by reference and shall apply to this Security Agreement, mutatis mutandis. Without limiting the generality of the foregoing: (a) references to "including" (and correlative terms such as "include," "includes," and "included") shall mean "including, without limitation"; (b) section and article headings appearing in this Security Agreement are included for convenience of reference only and shall not affect the interpretation of this Security Agreement; (c) references to any law, statute, regulation, or rule shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule; (d) references to any agreement or instrument shall mean such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time; and (e) words importing the singular shall include the plural and vice versa.

Section 1.04 — DIP Credit Agreement Controls

In the event of any conflict or inconsistency between the terms and provisions of this Security Agreement and the terms and provisions of the DIP Credit Agreement, the terms and provisions of the DIP Credit Agreement shall govern and control; provided, however, that the foregoing shall not limit or diminish the scope of the description of the Collateral or the creation, attachment, or perfection of the security interests granted herein, which shall be governed exclusively by the terms of this Security Agreement and applicable law.

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant

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

(a) Accounts. All Accounts, accounts receivable, and other rights to payment arising from the sale, lease, license, assignment, or other disposition of agricultural chemical products (including herbicides, fungicides, adjuvants, and seed treatments) and related services, whether now existing or hereafter arising, including all rights to payment from agricultural cooperatives, distributors, retailers, and end-user customers, together with all rights and remedies of the Grantor with respect thereto.

(b) Chattel Paper. All Chattel Paper, whether tangible or electronic, including all right, title, and interest of the Grantor in and to each and every writing that evidences both a monetary obligation and a security interest in or a lease of specific goods.

(c) Deposit Accounts. All Deposit Accounts maintained at any bank or other financial institution, including all amounts on deposit therein, whether now existing or hereafter opened, including, without limitation, all operating accounts, payroll accounts, concentration accounts, and other bank accounts identified in the Perfection Certificate, including accounts maintained at Prairie State Bank, National Association, and such other depository institutions as may from time to time hold funds of the Grantor.

(d) Documents. All Documents of title, warehouse receipts, and bills of lading, whether negotiable or non-negotiable, including all documents relating to chemical feedstocks, raw materials, and finished goods inventory stored at third-party warehouses or in transit.

(e) Equipment. All Equipment, machinery, tools, furniture, fixtures, vehicles, and other tangible personal property used or useful in the Grantor's manufacturing, distribution, research, and administrative operations, including, without limitation, all equipment located at the following facilities:

(i) Cedar Falls, Iowa manufacturing plant located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (which also serves as the Grantor's principal place of business and corporate headquarters);

(ii) Decatur, Illinois manufacturing plant located at 2200 Industrial Boulevard, Decatur, Illinois 62521;

(iii) Jonesboro, Arkansas manufacturing plant located at 815 County Road 740, Jonesboro, Arkansas 72401;

(iv) Research and Development Farm located at 4500 University Boulevard, Ames, Iowa 50010 (comprising approximately 640 acres); and

(v) fourteen (14) regional distribution centers across the Midwest and Mid-South regions, as more particularly described on Schedule 3.06 attached hereto;

together with all accessions, additions, attachments, improvements, substitutions, replacements, and spare and repair parts relating thereto.

(f) General Intangibles. All General Intangibles, including, without limitation, all payment intangibles, contract rights, customer lists, customer relationships, supplier contracts, EPA product registrations (including all registration data, data compensation rights, and data exclusivity rights for ClearGuard XR herbicide and all other registered products), federal and state regulatory approvals, licenses, permits, certifications, goodwill, going-concern value, and all other intangible personal property of the Grantor, whether now existing or hereafter arising.

(g) Goods. All Goods, including, without limitation, all Inventory and Equipment, and all other tangible personal property of the Grantor.

(h) Instruments. All Instruments, including, without limitation, all promissory notes, drafts, checks, and certificated securities, whether now held or hereafter acquired.

(i) intellectual Property. All intellectual Property, including, without limitation, all patents and patent applications (whether utility, design, or plant patents), trademarks, trademark registrations, trademark applications, service marks, trade names, trade dress (including, without limitation, the marks and names "Greenfield Agricultural Partners," "ClearGuard XR," and all related brands, sub-brands, product names, and logos), copyrights, copyright registrations, copyright applications, trade secrets, proprietary formulations, manufacturing processes, know-how, domain names, and software (to the extent assignable), together with all income, royalties, damages, claims, and payments now or hereafter due and/or payable with respect to any of the foregoing, including damages and payments for past, present, or future infringement or misappropriation, and the right to sue for and collect such damages. The grant of a security interest in intellectual Property hereunder is supplemented by the DIP intellectual Property Security Agreement, which provides additional IP-specific grant language, recordation provisions, and protective covenants.

(j) Inventory. All Inventory, including, without limitation, all raw materials (including chemical feedstocks, active ingredients, inert ingredients, surfactants, solvents, emulsifiers, and packaging materials), work-in-process, and finished goods (including herbicides, fungicides, adjuvants, and seed treatments), and all other goods held for sale or distribution, lease, or to be furnished under contracts of service, at all manufacturing plants, distribution centers, the R&D farm, and any other location at which the Grantor's Inventory may be located from time to time, together with all packing and shipping materials.

(k) Investment Property. All Investment Property, including, without limitation, all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, and commodity accounts, and all financial assets and equity interests of any kind.

(l) Letter-of-Credit Rights. All Letter-of-Credit Rights, including all rights to payment or performance under any letter of credit, whether as beneficiary or assignee.

(m) Commercial Tort Claims. All Commercial Tort Claims identified on Schedule 2.01(m) hereto, and any additional commercial tort claims hereafter arising as supplemented from time to time by the Grantor pursuant to Section 4.16 of this Security Agreement.

(n) Supporting Obligations. All Supporting Obligations relating to, supporting the payment or performance of, or arising in connection with any of the foregoing Collateral, including all guarantees, standby letters of credit, and other secondary obligations.

(o) Books and Records. All books, records, ledgers, files, correspondence, databases, computer programs, computer storage media, and other data and information relating to any of the foregoing Collateral, in whatever form or medium, whether tangible or electronic, and all rights of access thereto.

(p) Proceeds and Products. All Proceeds (including insurance proceeds and condemnation awards), products, offspring, rents, profits, income, benefits, accessions, additions, substitutions, and replacements of and to any and all of the foregoing Collateral, in whatever form, including all cash and non-cash proceeds of any collection, sale, exchange, or other disposition of the Collateral, and all proceeds of proceeds.

Section 2.02 — Excluded Property

Notwithstanding anything to the contrary set forth in Section 2.01, the Collateral shall not include the following property (collectively, "Excluded Property"):

(a) Any lease, license, contract, property right, or agreement to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, property right, or agreement, or would create a right of termination in favor of any other party thereto (other than the Grantor), in each case after giving effect to the applicable anti-assignment override provisions of Sections 9-406, 9-407, 9-408, and 9-409 of the UCC and any applicable provisions of the Bankruptcy Code (including Section 365 thereof); provided, however, that the Collateral shall include, and the security interest granted herein shall attach to, all Proceeds of such lease, license, contract, property right, or agreement to the fullest extent permitted by applicable law.

(b) Any intent-to-use trademark application filed with the United States Patent and Trademark Office to the extent that the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal trademark law (including the Lanham Act, 15 U.S.C. § 1051 et seq.), prior to the filing of a "Statement of Use" or an "Amendment to Allege Use" with respect thereto; provided, however, that upon the filing of such statement or amendment, such application shall automatically be included in the Collateral without further action by any party.

(c) Any property subject to a purchase money security interest, capital lease, or similar arrangement to the extent that the underlying agreement or instrument expressly prohibits the creation of any other security interest thereon (after giving effect to the applicable anti-assignment override provisions of the UCC), but only to the extent such prohibition is enforceable under applicable law; provided, however, that the Collateral shall include, and the security interest granted herein shall attach to, all Proceeds of any such property to the fullest extent permitted by applicable law.

(d) Voting equity interests in any controlled foreign corporation (as defined in Section 957 of the Internal Revenue Code of 1986, as amended) in excess of sixty-five percent (65%) of the outstanding voting equity interests of such controlled foreign corporation. As of the date hereof, the Grantor does not own any equity interests in any controlled foreign corporation, and this exclusion is included for the avoidance of doubt only.

(e) Any assets or funds constituting the "Carve-Out" as defined in the DIP Orders, including specifically (i) the post-trigger professional fee carve-out in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) for fees and expenses of professionals retained by the Grantor's estate and any statutory committee of unsecured creditors, and (ii) the U.S. Trustee fee carve-out in the amount of Five Hundred Thousand Dollars ($500,000) for fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930, in each case as more particularly set forth in the DIP Orders.

For the avoidance of doubt, (x) proceeds, products, and offspring of Excluded Property shall constitute Collateral to the extent not themselves constituting Excluded Property, and (y) in no event shall the Excluded Property exclusions set forth in this Section 2.02 be interpreted more broadly than is necessary to give effect to the specific limitations described herein.

Section 2.03 — Priority of Security Interest; Priming Lien

(a) The security interest and lien granted pursuant to Section 2.01 hereof constitutes, pursuant to and as authorized by the DIP Orders and Section 364(d) of the Bankruptcy Code, a first-priority priming lien on all Collateral that was, as of the Petition Date, subject to the Pre-Petition Liens held by Prairie State Bank, National Association, as administrative agent under the First Lien Term Loan Credit Agreement and the Asset-Based Revolving Credit Agreement. The Pre-Petition Liens on such Collateral are hereby primed by, and are junior and subordinate to, the security interests and liens granted hereunder in favor of the Collateral Agent for the ratable benefit of the Secured Parties, as expressly authorized by the DIP Orders.

(b) The security interest and lien granted pursuant to Section 2.01 hereof constitutes, pursuant to and as authorized by the DIP Orders and Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, a first-priority lien on all Collateral that was not, as of the Petition Date, subject to any valid, perfected, and non-avoidable lien or security interest in favor of any creditor of the Grantor.

(c) The security interests and liens granted herein are subject only to (i) the Carve-Out (as defined in the DIP Orders and described in Section 2.02(e) hereof), (ii) Permitted Liens as defined in the DIP Credit Agreement, and (iii) such other exceptions to lien priority as may be expressly set forth in the DIP Orders.

(d) The Pre-Petition Liens of Prairie State Bank, National Association are subordinated to the security interests and liens granted herein and are subject to adequate protection as provided in the Adequate Protection Stipulation approved by the Bankruptcy Court and the DIP Orders, including adequate protection replacement liens (which are junior and subordinate in all respects to the DIP liens) and adequate protection payments as set forth therein.

Section 2.04 — Security for Obligations

The Collateral secures the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, including, without limitation, all obligations arising under or in connection with the DIP Credit Agreement with respect to the One Hundred Seventy-Five Million Dollar ($175,000,000) revolving credit facility, all accrued and unpaid interest thereon (whether at the non-default rate of SOFR plus 850 basis points or the default rate of SOFR plus 1,050 basis points), 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 fifty (50) basis points per annum on the average daily undrawn portion of the DIP Facility, all costs and expenses (including all reasonable and documented fees and expenses of counsel, advisors, consultants, and appraisers), all indemnification obligations, and all other amounts payable by the Grantor under or in connection with the DIP Loan Documents.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GRANTOR

The Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties, as of the date hereof (and as of any date on which any representation and warranty is required to be repeated pursuant to the DIP Credit Agreement), as follows:

Section 3.01 — Organization and Existence

The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Grantor's organizational identification number as assigned by the Iowa Secretary of State is 482693. The Grantor's federal Employer Identification Number is 42-8837291. The Grantor's principal place of business and chief executive office is located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. The Grantor's registered agent for service of process in the State of Iowa is Capitol Registered Agents Inc., 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309. The Grantor is duly qualified and authorized to conduct business in each jurisdiction where the nature of its business or the ownership or use of its properties requires such qualification, including the States of Illinois, Arkansas, Minnesota, Wisconsin, Missouri, Indiana, Kansas, Nebraska, and Tennessee.

Section 3.02 — Authorization; No Conflicts

The execution, delivery, and performance by the Grantor of this Security Agreement have been duly authorized by all necessary action on the part of the Grantor, including all requisite consents and approvals of its managers and members. Subject to and as authorized by the DIP Orders, the execution, delivery, and performance of this Security Agreement by the Grantor do not and will not (i) violate or contravene the Grantor's certificate of organization, operating agreement, or other organizational documents, (ii) violate or contravene any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, indenture, or instrument to which the Grantor is a party or by which any of its properties are bound, except to the extent that any such conflict, breach, default, or right is overridden by applicable provisions of the Bankruptcy Code and the DIP Orders.

Section 3.03 — Enforceability

This Security Agreement constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally, (ii) general principles of equity (whether enforcement is sought in a proceeding in equity or at law), and (iii) the entry and continuing effectiveness of the DIP Orders. The enforceability of this Security Agreement is supported by, and the Grantor's obligations hereunder are authorized by, the DIP Orders entered by the Bankruptcy Court in the Bankruptcy Case.

Section 3.04 — Ownership of Collateral; No Other Liens

The Grantor is the sole legal and beneficial owner of the Collateral (or, with respect to after-acquired Collateral, will be the sole legal and beneficial owner thereof at the time of acquisition), free and clear of all Liens, claims, and encumbrances, except for (i) the Pre-Petition Liens held by Prairie State Bank, National Association, as administrative agent under the Pre-Petition Credit Facilities, which Pre-Petition Liens are primed by the liens granted herein pursuant to the DIP Orders, (ii) Permitted Liens as defined in the DIP Credit Agreement, and (iii) the adequate protection replacement liens granted to Prairie State Bank, National Association pursuant to the DIP Orders, which are junior and subordinate to the DIP liens in all respects. No other Person (other than the Collateral Agent for the benefit of the Secured Parties) has any right, title, interest, or claim in or to any of the Collateral, except as set forth in the preceding sentence.

Section 3.05 — Perfection Certificate Accuracy

The information set forth in the Perfection Certificate delivered by the Grantor to the Collateral Agent concurrently with the execution and delivery of this Security Agreement is true, correct, and complete in all material respects as of the date hereof. The Perfection Certificate accurately sets forth, among other things, all locations of Collateral, all deposit accounts of the Grantor, all intellectual property registrations and applications of the Grantor, all organizational details of the Grantor, and all other information required to be disclosed therein. The Grantor acknowledges that the Collateral Agent and the Secured Parties are relying on the accuracy of the information contained in the Perfection Certificate for purposes of filing UCC financing statements and otherwise perfecting the security interests granted herein.

Section 3.06 — Locations of Collateral

All tangible Collateral is located at the following locations (or, with respect to Inventory in transit, between such locations), as more particularly described on Schedule 3.06 attached hereto:

(a) 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (corporate headquarters and principal manufacturing plant);

(b) 2200 Industrial Boulevard, Decatur, Illinois 62521 (manufacturing plant);

(d) 4500 University Boulevard, Ames, Iowa 50010 (Research and Development Farm, comprising approximately 640 acres); and

(e) fourteen (14) regional distribution centers located across the Midwest and Mid-South regions at the addresses set forth on Schedule 3.06 hereto.

The Grantor does not maintain any Collateral at any location other than as set forth in this Section 3.06 and on Schedule 3.06, except for Inventory in transit in the ordinary course of business and de minimis amounts of Equipment at temporary locations.

Section 3.07 — Accounts and Inventory

(a) All Accounts of the Grantor represent bona fide obligations arising in the ordinary course of the Grantor's business from the sale of agricultural chemical products or the provision of related services to creditworthy customers. No Account is subject to any prior assignment, claim, lien, or encumbrance (other than the Pre-Petition Liens, which are primed, and Permitted Liens), and no Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Collateral Agent.

(b) All Inventory of the Grantor is of merchantable quality, is not subject to any consignment arrangement (except as disclosed on the Perfection Certificate), and is located at the addresses set forth in Section 3.06 above and on Schedule 3.06 hereto. The Grantor's Inventory includes raw materials, work-in-process, and finished goods across the Grantor's principal product lines, including herbicides, fungicides, adjuvants, and seed treatments. All Inventory is maintained in compliance with applicable federal, state, and local laws and regulations, including the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA") and applicable EPA regulations governing the storage and labeling of agricultural chemicals.

Section 3.08 — Equipment

All material items of Equipment owned by the Grantor are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for their intended uses in the Grantor's business operations. The Grantor has good and marketable title to all such Equipment, free and clear of all Liens except the Pre-Petition Liens (as primed), adequate protection replacement liens, and Permitted Liens. The Equipment located at the Cedar Falls, Iowa manufacturing plant includes a recently overhauled compressor system, the overhaul of which was completed in March 2025 at a cost of approximately Four Million Two Hundred Thousand Dollars ($4,200,000), of which One Million Six Hundred Thousand Dollars ($1,600,000) remains owing to Norris Industrial Services LLC and constitutes a pre-petition claim against the Grantor's estate, subject to the Debtor's critical vendor motion filed in the Bankruptcy Case.

Section 3.09 — Intellectual Property

(a) The Grantor owns or has valid licenses to all intellectual Property necessary for the conduct of its business as presently conducted and as contemplated to be conducted. The Grantor's material intellectual Property includes, without limitation, the ClearGuard XR trademark, which is registered with the United States Patent and Trademark Office, and related product formulations, EPA product registrations, and regulatory data. The Grantor's EPA re-registration application for ClearGuard XR herbicide is currently pending before the U.S. Environmental Protection Agency and has experienced delays in processing; the Grantor is not aware of any basis upon which such re-registration application would be denied.

(b) A complete list of all patents, patent applications, trademark registrations, trademark applications, copyright registrations, and material trade secrets and proprietary formulations owned by the Grantor is set forth on Schedule 3.09 attached hereto. The intellectual Property listed on Schedule 3.09 is valid, subsisting, and, to the knowledge of the Grantor, not subject to any pending or threatened challenge, opposition, or cancellation proceeding.

(c) The grant of a security interest in intellectual Property hereunder is supplemented by the DIP intellectual Property Security Agreement, which provides additional IP-specific grant language and protective covenants, including provisions governing the recordation of security interests in patents and trademarks with the U.S. Patent and Trademark Office and in copyrights with the U.S. Copyright Office.

Section 3.10 — Deposit Accounts

All deposit accounts maintained by the Grantor at any bank or financial institution are listed on Schedule 3.10 attached hereto (which information is consistent with the Perfection Certificate). Such accounts include the Grantor's operating accounts, payroll accounts, concentration accounts, and any other deposit accounts, together with the name and address of each depository institution, the account number of each such account, and the account type. The Grantor does not maintain any deposit accounts other than those listed on Schedule 3.10, except as may be opened in the ordinary course of business and promptly reported to the Collateral Agent.

Section 3.11 — No Financing Statements

No effective UCC financing statement or other public filing or recording covering all or any part of the Collateral is on file in any filing or recording office, except for (i) financing statements in favor of Prairie State Bank, National Association, relating to the Pre-Petition Liens, (ii) financing statements relating to Permitted Liens, and (iii) financing statements to be filed by or on behalf of the Collateral Agent in connection with this Security Agreement. The Grantor hereby authorizes the Collateral Agent to file initial UCC financing statements, amendments, continuations, and terminations in all applicable filing offices as the Collateral Agent deems necessary or advisable to perfect or maintain the perfection of the security interests granted herein.

Section 3.12 — Name; Prior Names

The exact legal name of the Grantor, as set forth in its certificate of organization filed with the Iowa Secretary of State, is "Greenfield Agricultural Partners LLC." The Grantor has not, within the five (5) years immediately preceding the date hereof, been known by any other legal name, operated under any trade name or fictitious business name (other than trade names disclosed on the Perfection Certificate), been party to any merger, consolidation, or other change of organizational structure, or changed its jurisdiction of organization, in each case except as set forth on the Perfection Certificate.

ARTICLE IV — COVENANTS OF THE GRANTOR

The Grantor hereby covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date hereof and until the Obligations have been paid in full and all commitments under the DIP Credit Agreement have been terminated:

Section 4.01 — Maintenance of Collateral

The Grantor shall maintain all Collateral in good condition and repair, ordinary wear and tear excepted, and shall not commit or permit any waste, destruction, or material impairment of the value of the Collateral. The Grantor shall use, operate, and maintain the Collateral in compliance with all applicable laws, regulations, and ordinances, including all environmental, health, and safety laws. The Grantor shall not permit any of the Collateral to become a fixture to, or an accession to, property not covered by this Security Agreement, unless the Collateral Agent shall have a perfected first-priority lien thereon.

Section 4.02 — Insurance

(a) The Grantor shall obtain and maintain insurance on the Collateral as required under the DIP Credit Agreement, in amounts, with coverages, and with insurers reasonably satisfactory to the Administrative Agent and the Collateral Agent. Such insurance shall include, at a minimum, (i) all-risk property and casualty insurance covering the Collateral against loss or damage by fire, theft, explosion, and all other hazards and risks of a similar nature, (ii) comprehensive general liability insurance, (iii) workers' compensation insurance, and (iv) business interruption insurance, in each case in amounts and on terms consistent with industry standards for businesses of similar size and nature.

(b) All property and casualty insurance policies covering the Collateral shall name the Collateral Agent as additional insured and loss payee (or mortgagee, as applicable), pursuant to a standard lender's loss payable endorsement in form and substance reasonably satisfactory to the Collateral Agent. The Grantor shall deliver to the Collateral Agent certificates of insurance and, upon request, copies of all insurance policies promptly upon obtaining or renewing the same.

(c) The Grantor maintains directors' and officers' liability insurance through Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821), with an aggregate limit of Fifteen Million Dollars ($15,000,000). For the avoidance of doubt, proceeds of such D&O insurance policy are not included in the Collateral, and the treatment of D&O insurance proceeds in the Bankruptcy Case is subject to separate order of the Bankruptcy Court.

Section 4.03 — Payment of Taxes and Claims

The Grantor shall pay and discharge when due all taxes, assessments, and governmental charges lawfully imposed upon the Collateral or upon the income, receipts, or profits therefrom, before the same shall become delinquent, except to the extent that (i) such taxes, assessments, or charges are stayed by the automatic stay under Section 362 of the Bankruptcy Code, (ii) such taxes, assessments, or charges are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves have been established therefor in accordance with GAAP, or (iii) payment of such taxes, assessments, or charges is not required under the DIP Budget or the DIP Orders.

Section 4.04 — No Disposition of Collateral

The Grantor shall not sell, lease, transfer, assign, exchange, or otherwise dispose of any of the Collateral or any interest therein, except for (i) sales of Inventory in the ordinary course of business, (ii) collection of Accounts in the ordinary course of business, (iii) dispositions of worn-out, obsolete, or surplus Equipment in the ordinary course of business to the extent the aggregate fair market value of such Equipment disposed of in any fiscal quarter does not exceed Two Hundred Fifty Thousand Dollars ($250,000), (iv) other dispositions expressly permitted under the DIP Credit Agreement, and (v) dispositions authorized by the Bankruptcy Court pursuant to a separate order. Any proceeds received by the Grantor from any permitted disposition shall constitute Collateral hereunder.

Section 4.05 — No Liens

The Grantor shall not create, incur, assume, or permit to exist any Lien on any of the Collateral, except for (i) the security interests and liens granted to the Collateral Agent under this Security Agreement and the other DIP Loan Documents, (ii) the Pre-Petition Liens (as primed by the DIP liens), (iii) adequate protection replacement liens granted to Prairie State Bank, National Association pursuant to the DIP Orders (which are junior and subordinate to the DIP liens), and (iv) Permitted Liens as defined in the DIP Credit Agreement. The Grantor shall promptly take all actions necessary to cause any unauthorized Lien on the Collateral to be discharged, released, or bonded.

Section 4.06 — Change of Name, Location, or Structure

The Grantor shall not (a) change its legal name, (b) change its organizational form or jurisdiction of organization, (c) change the location of its chief executive office or principal place of business, or (d) merge, consolidate, or otherwise change its organizational structure, in each case without providing at least thirty (30) days' prior written notice to the Collateral Agent and the Administrative Agent and taking all actions (including the filing of additional UCC financing statements or amendments) reasonably requested by the Collateral Agent to maintain the perfection and priority of the security interests granted herein.

Section 4.07 — Deposit Accounts; Control

(a) The Grantor shall deliver deposit account control agreements in favor of the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent, with respect to each deposit account maintained by the Grantor, within fifteen (15) days after the date hereof (or such longer period as may be agreed to by the Administrative Agent in writing in its sole discretion). The Grantor shall not open any new deposit account unless (i) the Grantor provides prior written notice to the Collateral Agent and (ii) a deposit account control agreement in favor of the Collateral Agent is executed and delivered with respect to such account within fifteen (15) days after the opening thereof.

(b) All material cash receipts of the Grantor shall be deposited into deposit accounts that are subject to deposit account control agreements in favor of the Collateral Agent. The Grantor shall not close any deposit account listed on Schedule 3.10 hereto without the prior written consent of the Administrative Agent.

Section 4.08 — Instruments and Chattel Paper

The Grantor shall deliver to the Collateral Agent, promptly upon receipt or acquisition, all Instruments and tangible Chattel Paper constituting Collateral having an individual or aggregate value in excess of Two Hundred Fifty Thousand Dollars ($250,000), in each case duly endorsed in blank or accompanied by duly executed undated instruments of transfer or assignment, in form and substance reasonably satisfactory to the Collateral Agent. With respect to any electronic Chattel Paper constituting Collateral, the Grantor shall take all steps necessary to grant the Collateral Agent control of such electronic Chattel Paper in accordance with the UCC.

Section 4.09 — Intellectual Property

(a) The Grantor shall maintain all of its material intellectual Property in full force and effect throughout the term of this Security Agreement, and shall not permit any material intellectual Property to lapse, expire, be abandoned, or become unenforceable through any act or omission of the Grantor, except where such lapse, expiration, abandonment, or unenforceability could not reasonably be expected to have a material adverse effect on the Grantor's business or the value of the Collateral.

(b) The Grantor shall make all required filings and pay all required fees and maintenance payments to the U.S. Patent and Trademark Office, the U.S. Copyright Office, and any other applicable governmental authority or registry in order to maintain its intellectual Property registrations and applications, including all renewal applications, statements of use, and maintenance filings.

(c) The Grantor shall not, without the prior written consent of the Administrative Agent, (i) abandon, disclaim, or dedicate to the public any material intellectual Property, (ii) assign, sell, or transfer any material intellectual Property to any third party (other than non-exclusive licenses in the ordinary course of business), or (iii) enter into any exclusive license of any material intellectual Property to any third party, except as expressly permitted by the DIP Credit Agreement.

(d) The additional covenants, representations, and agreements of the Grantor with respect to intellectual Property set forth in the DIP intellectual Property Security Agreement are incorporated herein by reference and shall apply as if set forth in full herein.

Section 4.10 — Books and Records; Inspection

(a) The Grantor shall maintain complete and accurate books and records regarding the Collateral, including records of all Accounts, Inventory, Equipment, intellectual Property, and other Collateral, in form and detail reasonably satisfactory to the Collateral Agent and the Administrative Agent.

(b) The Collateral Agent and the Administrative Agent (and their respective agents, advisors, and representatives) shall have the right, upon reasonable prior notice during normal business hours, to inspect, examine, audit, check, and verify the Collateral and the Grantor's books and records relating thereto, and to make copies and extracts therefrom; provided, that upon the occurrence and during the continuance of an Event of Default, such inspections and examinations may be conducted at any time without prior notice.

(c) The Grantor acknowledges that Bellwether Valuation Services Inc. has been engaged by the Administrative Agent to perform appraisals and valuations of the Collateral, and the Grantor shall cooperate fully with Bellwether Valuation Services Inc. and provide such access to the Grantor's facilities, personnel, books, and records as may be reasonably requested in connection with such appraisals. The costs and expenses of such appraisals shall constitute Obligations secured by the Collateral.

Section 4.11 — Further Assurances

The Grantor shall, at its own expense, execute and deliver to the Collateral Agent such additional documents, instruments, and agreements, and shall take such further actions, as the Collateral Agent may from time to time reasonably request to carry out the purposes of this Security Agreement and to protect, perfect, and maintain the perfection and priority of the security interests granted herein, including, without limitation, (i) the execution and filing of UCC financing statements, continuation statements, and amendments in all applicable filing offices, (ii) the execution and filing of fixture filings with respect to Equipment constituting fixtures at the Cedar Falls, Decatur, and Jonesboro manufacturing plants, (iii) the execution and delivery of deposit account control agreements, (iv) the execution and delivery of short-form intellectual property security agreements for recordation with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and (v) the execution and delivery of any additional mortgages, deeds of trust, or similar instruments. For the avoidance of doubt, the mortgages on the Grantor's real property interests at the Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas manufacturing plants are being delivered as separate instruments concurrently with, or promptly following, the execution of this Security Agreement.

Section 4.12 — Notices of Events

The Grantor shall promptly (and in any event within five (5) business days) notify the Collateral Agent and the Administrative Agent in writing of (i) any event, circumstance, or condition that has resulted in, or could reasonably be expected to result in, a material adverse change in the value, condition, or collectibility of the Collateral, (ii) any claim, action, suit, or proceeding (including any governmental investigation) affecting title to any material portion of the Collateral or the validity, priority, or enforceability of the security interests granted herein, (iii) any loss, damage, or dest

SECURITY AGREEMENT
Dated as of May 22, 2025
by and 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
Made pursuant to and in connection with that certain 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
Authorized pursuant to the Interim Order entered on May 22, 2025 (and, upon entry, the Final Order) authorizing the Debtor to obtain postpetition financing pursuant to 11 U.S.C. §§ 364(c) and 364(d)
CONFIDENTIAL TREATMENT REQUESTED
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SECURITY AGREEMENT
THIS SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Security Agreement") is made and entered into as of May 22, 2025, by and between GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Grantor" or the "Debtor"), and MERIDIAN TRUST COMPANY, a New York-chartered trust company, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the benefit of the Secured Parties (as defined herein).
RECITALS
WHEREAS:
A. Greenfield Agricultural Partners LLC is a limited liability company duly organized and validly existing under the laws of the State of Iowa, with its principal place of business located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, Employer Identification Number 42-8837291, engaged in the manufacture and distribution of agricultural chemicals, including herbicides, fungicides, adjuvants, and seed treatments, to agricultural producers, distributors, and cooperatives across the Midwest and Mid-South regions of the United States;
B. On May 15, 2025 (the "Petition Date"), the Grantor filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), Case No. 25-01147 (the "Bankruptcy Case"), and continues to operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code;
C. Pursuant to that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among the Grantor, 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 "DIP Lenders"), and Meridian Trust Company, as Collateral Agent, the DIP Lenders have agreed to provide to the Grantor a senior secured superpriority revolving credit facility in an aggregate principal amount of up to One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"), consisting of individual commitments from Ironclad Capital Partners LP in the amount of One Hundred Million Dollars ($100,000,000), Ridgeline Opportunity Fund III LP in the amount of Fifty Million Dollars ($50,000,000), and Bramblewood Credit Advisors LLC in the amount of Twenty-Five Million Dollars ($25,000,000);
D. The DIP Credit Agreement provides that the Grantor may draw up to Eighty Million Dollars ($80,000,000) upon entry of the Interim Order (as defined below) and the remaining Ninety-Five Million Dollars ($95,000,000) upon entry of the Final Order (as defined below), in each case subject to the terms and conditions set forth in the DIP Credit Agreement;
E. It is a condition precedent to the obligations of the DIP Lenders to make extensions of credit under the DIP Credit Agreement that the Grantor execute and deliver this Security Agreement granting to the Collateral Agent, for the ratable benefit of the Secured Parties, (i) a first-priority priming lien on all pre-petition collateral pursuant to Section 364(d) of the Bankruptcy Code, (ii) a first-priority lien on all unencumbered assets of the Grantor pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, and (iii) a superpriority administrative expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against the Grantor and its estate of any kind or nature, including administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code;
F. The interim order of the Bankruptcy Court entered on May 22, 2025 (the "Interim Order") and the final order of the Bankruptcy Court to be entered on or about June 19, 2025 (the "Final Order," and together with the Interim Order, the "DIP Orders"), authorize the Grantor to obtain the postpetition financing contemplated by the DIP Credit Agreement and to grant the security interests and liens described herein, subject to the terms and conditions set forth therein;
G. Prior to the Petition Date, the Grantor's assets were encumbered by first-priority liens and security interests in favor of Prairie State Bank, National Association, in its capacity as administrative agent (the "Pre-Petition Agent") under (i) that certain First Lien Term Loan Credit Agreement, dated as of March 14, 2021 (as amended), in the original principal amount of Three Hundred Ten Million Dollars ($310,000,000) (the "First Lien Term Loan"), and (ii) that certain Asset-Based Revolving Credit Agreement, dated as of March 14, 2021 (as amended), providing for revolving commitments of up to Ninety-Five Million Dollars ($95,000,000) (the "ABL Revolver," and together with the First Lien Term Loan, the "Pre-Petition Credit Facilities"), of which Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) was drawn under the ABL Revolver as of the Petition Date (collectively, the "Pre-Petition Liens"); the liens granted herein prime such Pre-Petition Liens as authorized by the DIP Orders and subject to the adequate protection provided to the pre-petition secured parties as set forth in the Adequate Protection Stipulation approved by the Bankruptcy Court in connection with the DIP Orders;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, 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 Security 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, unless the context otherwise requires:
"Account" means an "account" as defined in Section 9-102(a)(2) of the UCC, and includes, without limitation, all accounts receivable, rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, for services rendered, or arising out of the use of a credit or charge card or information contained on or for use with the card, and all rights to payment of any kind, whether or not earned by performance.
"Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, in its capacity as administrative agent under the DIP Credit Agreement, together with its successors and assigns in such capacity.
"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company.
"Chattel Paper" means "chattel paper" as defined in Section 9-102(a)(11) of the UCC, including both tangible chattel paper and electronic chattel paper.
"Collateral" has the meaning set forth in Section 2.01 of this Security Agreement.
"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, in its capacity as collateral agent for the Secured Parties under this Security Agreement and the DIP Credit Agreement, together with its successors and assigns in such capacity.
"Commercial Tort Claim" means a "commercial tort claim" as defined in Section 9-102(a)(13) of the UCC, including those commercial tort claims identified on Schedule 2.01(m) hereto, as supplemented from time to time by the Grantor pursuant to Section 4.16 of this Security Agreement.
"Deposit Account" means a "deposit account" as defined in Section 9-102(a)(29) of the UCC, including all demand, time, savings, passbook, or similar accounts maintained at any bank or other financial institution.
"DIP Budget" means the 13-week cash flow budget delivered by the Grantor to the Administrative Agent and the DIP Lenders pursuant to the DIP Credit Agreement, as updated from time to time in accordance with the terms thereof and the DIP Orders.
"DIP Credit Agreement" means that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025, among the Grantor, 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, as amended, restated, supplemented, or otherwise modified from time to time.
"DIP 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, and their respective successors and permitted assigns.
"DIP Loan Documents" means, collectively, the DIP Credit Agreement, this Security Agreement, the DIP intellectual Property Security Agreement, the DIP Notes, the Perfection Certificate, the fee letters, the deposit account control agreements, and all other agreements, instruments, certificates, and documents delivered in connection therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"DIP Notes" means the promissory notes issued by the Grantor to the DIP Lenders pursuant to the DIP Credit Agreement evidencing the Grantor's obligations to repay borrowings thereunder.
"DIP Orders" means, collectively, the Interim Order and the Final Order.
"Document" means a "document" as defined in Section 9-102(a)(30) of the UCC, including all documents of title, warehouse receipts, and bills of lading, whether negotiable or non-negotiable.
"Equipment" means "equipment" as defined in Section 9-102(a)(33) of the UCC, and includes, without limitation, all manufacturing equipment, machinery, compressors, reactors, blending systems, packaging lines, conveyors, storage tanks, vehicles, rolling stock, furniture, fixtures, and other tangible personal property that is not Inventory, located at or used in connection with the Grantor's facilities in Cedar Falls, Iowa; Decatur, Illinois; Jonesboro, Arkansas; and Ames, Iowa, and at all regional distribution centers.
"Event of Default" has the meaning ascribed to such term in the DIP Credit Agreement.
"Excluded Property" means the property excluded from the Collateral as described in Section 2.02 of this Security Agreement.
"Final Order" means the final order of the Bankruptcy Court authorizing the DIP Facility, in form and substance satisfactory to the Administrative Agent and the Required Lenders, to be entered on or about June 19, 2025.
"General Intangible" means a "general intangible" as defined in Section 9-102(a)(42) of the UCC, including, without limitation, all payment intangibles, contract rights, customer lists, supplier agreements, regulatory licenses, permits, EPA product registrations and related data, franchises, goodwill, and going-concern value.
"Goods" means "goods" as defined in Section 9-102(a)(44) of the UCC, including all Inventory, Equipment, and other tangible personal property.
"Grantor" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, in its capacity as debtor-in-possession in the Bankruptcy Case.
"Instrument" means an "instrument" as defined in Section 9-102(a)(47) of the UCC, including, without limitation, all promissory notes, drafts, checks, and certificated securities.
"Intellectual Property" means, collectively, all patents, patent applications, trademarks, trademark registrations, trademark applications, service marks, trade names, trade dress, copyrights, copyright registrations, copyright applications, trade secrets, proprietary formulations, manufacturing processes, know-how, EPA product registrations and related regulatory data, domain names, software (to the extent assignable), and all other intellectual property rights of the Grantor, including, without limitation, the ClearGuard XR trademark and all related marks, formulations, and data, together with all goodwill associated therewith, all licenses and sublicenses related thereto, and all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto. The intellectual Property collateral description herein is supplemented by the DIP intellectual Property Security Agreement executed by the Grantor in favor of the Collateral Agent concurrently herewith, which provides additional IP-specific grant language, recordation provisions, and covenants.
"Interim Order" means the interim order of the Bankruptcy Court authorizing the DIP Facility, entered on May 22, 2025, in form and substance satisfactory to the Administrative Agent and the Required Lenders.
"Inventory" means "inventory" as defined in Section 9-102(a)(48) of the UCC, and includes, without limitation, all raw materials (including chemical feedstocks, active ingredients, inert ingredients, and packaging materials), work-in-process, and finished goods (including herbicides, fungicides, adjuvants, and seed treatments) held for sale, distribution, or use in the Grantor's business, wherever located, including at all manufacturing plants, distribution centers, and the R&D farm, together with all documents of title representing any of the foregoing.
"Investment Property" means "investment property" as defined in Section 9-102(a)(49) of the UCC, including, without limitation, all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, and commodity accounts.
"Letter-of-Credit Right" means a "letter-of-credit right" as defined in Section 9-102(a)(51) of the UCC.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, security interest, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing.
"Obligations" means all present and future debts, obligations, and liabilities of the Grantor to any Secured Party arising under or in connection with the DIP Credit Agreement, the DIP Notes, this Security Agreement, and all other DIP Loan Documents, of every kind and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including, without limitation, all obligations in respect of (i) principal of and interest (including interest accruing at the applicable rate of SOFR plus 850 basis points per annum, or SOFR plus 1,050 basis points per annum upon the occurrence and during the continuance of an Event of Default, in each case as more particularly described in the DIP Credit Agreement) on loans made under the DIP Credit Agreement, (ii) all fees, including 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), and the unused line fee of 0.50% per annum on the undrawn portion of the DIP Facility, (iii) all reimbursement obligations with respect to letters of credit, (iv) all costs and expenses (including reasonable attorneys' fees and expenses, appraisal fees, consultant fees, and other professional fees), (v) all indemnification obligations, and (vi) all other amounts payable by the Grantor under or in connection with any DIP Loan Document.
"Perfection Certificate" means that certain Perfection Certificate dated as of the date hereof, delivered by the Grantor to the Collateral Agent concurrently with the execution and delivery of this Security Agreement, as amended, supplemented, or updated from time to time.
"Permitted Liens" has the meaning ascribed to such term in the DIP Credit Agreement.
"Pre-Petition Agent" means Prairie State Bank, National Association, in its capacity as administrative agent under the Pre-Petition Credit Facilities.
"Pre-Petition Credit Facilities" means, collectively, the First Lien Term Loan and the ABL Revolver.
"Pre-Petition Liens" means the liens and security interests in favor of the Pre-Petition Agent, for the benefit of the pre-petition secured parties, under the First Lien Term Loan Credit Agreement and the Asset-Based Revolving Credit Agreement, as such liens existed as of the Petition Date.
"Proceeds" means "proceeds" as defined in Section 9-102(a)(64) of the UCC, and includes, without limitation, all cash proceeds, noncash proceeds, insurance proceeds, and any other amounts received or receivable in connection with the collection, sale, exchange, or other disposition of the Collateral, together with all distributions on account of the Collateral.
"Required Lenders" has the meaning ascribed to such term in the DIP Credit Agreement.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the DIP Lenders, and their respective successors and permitted assigns.
"Supporting Obligations" means "supporting obligations" as defined in Section 9-102(a)(77) of the UCC, including all letter-of-credit rights, guarantees, and secondary obligations supporting the payment or performance of any Account, Chattel Paper, Document, General Intangible, Instrument, or Investment Property included in the Collateral.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that, if by reason of mandatory provisions of law, the validity, attachment, perfection, priority, or the effect of perfection or non-perfection of the security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York (including the States of Iowa, Illinois, or Arkansas), the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such validity, attachment, perfection, priority, effect of perfection or non-perfection, or availability of such remedy.
Section 1.02 — UCC Terms
Terms used but not otherwise defined in this Security Agreement that are defined in Articles 8 or 9 of the UCC shall have the respective meanings ascribed to such terms therein. The term "all assets" or "all personal property" shall, when used herein or in any UCC financing statement filed in connection herewith, have the broadest meaning permitted under Article 9 of the UCC.
Section 1.03 — Rules of Interpretation
The rules of interpretation set forth in the DIP Credit Agreement are hereby incorporated by reference and shall apply to this Security Agreement, mutatis mutandis. Without limiting the generality of the foregoing: (a) references to "including" (and correlative terms such as "include," "includes," and "included") shall mean "including, without limitation"; (b) section and article headings appearing in this Security Agreement are included for convenience of reference only and shall not affect the interpretation of this Security Agreement; (c) references to any law, statute, regulation, or rule shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule; (d) references to any agreement or instrument shall mean such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time; and (e) words importing the singular shall include the plural and vice versa.
Section 1.04 — DIP Credit Agreement Controls
In the event of any conflict or inconsistency between the terms and provisions of this Security Agreement and the terms and provisions of the DIP Credit Agreement, the terms and provisions of the DIP Credit Agreement shall govern and control; provided, however, that the foregoing shall not limit or diminish the scope of the description of the Collateral or the creation, attachment, or perfection of the security interests granted herein, which shall be governed exclusively by the terms of this Security Agreement and applicable law.
ARTICLE II — GRANT OF SECURITY INTEREST
Section 2.01 — Grant
As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, and lien upon, all of the Grantor's right, title, and interest in, to, and under all of the following property, whether now owned or existing or hereafter acquired or arising, and wherever located (collectively, the "Collateral"):
(a) Accounts. All Accounts, accounts receivable, and other rights to payment arising from the sale, lease, license, assignment, or other disposition of agricultural chemical products (including herbicides, fungicides, adjuvants, and seed treatments) and related services, whether now existing or hereafter arising, including all rights to payment from agricultural cooperatives, distributors, retailers, and end-user customers, together with all rights and remedies of the Grantor with respect thereto.
(b) Chattel Paper. All Chattel Paper, whether tangible or electronic, including all right, title, and interest of the Grantor in and to each and every writing that evidences both a monetary obligation and a security interest in or a lease of specific goods.
(c) Deposit Accounts. All Deposit Accounts maintained at any bank or other financial institution, including all amounts on deposit therein, whether now existing or hereafter opened, including, without limitation, all operating accounts, payroll accounts, concentration accounts, and other bank accounts identified in the Perfection Certificate, including accounts maintained at Prairie State Bank, National Association, and such other depository institutions as may from time to time hold funds of the Grantor.
(d) Documents. All Documents of title, warehouse receipts, and bills of lading, whether negotiable or non-negotiable, including all documents relating to chemical feedstocks, raw materials, and finished goods inventory stored at third-party warehouses or in transit.
(e) Equipment. All Equipment, machinery, tools, furniture, fixtures, vehicles, and other tangible personal property used or useful in the Grantor's manufacturing, distribution, research, and administrative operations, including, without limitation, all equipment located at the following facilities:
(i) Cedar Falls, Iowa manufacturing plant located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (which also serves as the Grantor's principal place of business and corporate headquarters);
(ii) Decatur, Illinois manufacturing plant located at 2200 Industrial Boulevard, Decatur, Illinois 62521;
(iii) Jonesboro, Arkansas manufacturing plant located at 815 County Road 740, Jonesboro, Arkansas 72401;
(iv) Research and Development Farm located at 4500 University Boulevard, Ames, Iowa 50010 (comprising approximately 640 acres); and
(v) fourteen (14) regional distribution centers across the Midwest and Mid-South regions, as more particularly described on Schedule 3.06 attached hereto;
together with all accessions, additions, attachments, improvements, substitutions, replacements, and spare and repair parts relating thereto.
(f) General Intangibles. All General Intangibles, including, without limitation, all payment intangibles, contract rights, customer lists, customer relationships, supplier contracts, EPA product registrations (including all registration data, data compensation rights, and data exclusivity rights for ClearGuard XR herbicide and all other registered products), federal and state regulatory approvals, licenses, permits, certifications, goodwill, going-concern value, and all other intangible personal property of the Grantor, whether now existing or hereafter arising.
(g) Goods. All Goods, including, without limitation, all Inventory and Equipment, and all other tangible personal property of the Grantor.
(h) Instruments. All Instruments, including, without limitation, all promissory notes, drafts, checks, and certificated securities, whether now held or hereafter acquired.
(i) intellectual Property. All intellectual Property, including, without limitation, all patents and patent applications (whether utility, design, or plant patents), trademarks, trademark registrations, trademark applications, service marks, trade names, trade dress (including, without limitation, the marks and names "Greenfield Agricultural Partners," "ClearGuard XR," and all related brands, sub-brands, product names, and logos), copyrights, copyright registrations, copyright applications, trade secrets, proprietary formulations, manufacturing processes, know-how, domain names, and software (to the extent assignable), together with all income, royalties, damages, claims, and payments now or hereafter due and/or payable with respect to any of the foregoing, including damages and payments for past, present, or future infringement or misappropriation, and the right to sue for and collect such damages. The grant of a security interest in intellectual Property hereunder is supplemented by the DIP intellectual Property Security Agreement, which provides additional IP-specific grant language, recordation provisions, and protective covenants.
(j) Inventory. All Inventory, including, without limitation, all raw materials (including chemical feedstocks, active ingredients, inert ingredients, surfactants, solvents, emulsifiers, and packaging materials), work-in-process, and finished goods (including herbicides, fungicides, adjuvants, and seed treatments), and all other goods held for sale or distribution, lease, or to be furnished under contracts of service, at all manufacturing plants, distribution centers, the R&D farm, and any other location at which the Grantor's Inventory may be located from time to time, together with all packing and shipping materials.
(k) Investment Property. All Investment Property, including, without limitation, all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, and commodity accounts, and all financial assets and equity interests of any kind.
(l) Letter-of-Credit Rights. All Letter-of-Credit Rights, including all rights to payment or performance under any letter of credit, whether as beneficiary or assignee.
(m) Commercial Tort Claims. All Commercial Tort Claims identified on Schedule 2.01(m) hereto, and any additional commercial tort claims hereafter arising as supplemented from time to time by the Grantor pursuant to Section 4.16 of this Security Agreement.
(n) Supporting Obligations. All Supporting Obligations relating to, supporting the payment or performance of, or arising in connection with any of the foregoing Collateral, including all guarantees, standby letters of credit, and other secondary obligations.
(o) Books and Records. All books, records, ledgers, files, correspondence, databases, computer programs, computer storage media, and other data and information relating to any of the foregoing Collateral, in whatever form or medium, whether tangible or electronic, and all rights of access thereto.
(p) Proceeds and Products. All Proceeds (including insurance proceeds and condemnation awards), products, offspring, rents, profits, income, benefits, accessions, additions, substitutions, and replacements of and to any and all of the foregoing Collateral, in whatever form, including all cash and non-cash proceeds of any collection, sale, exchange, or other disposition of the Collateral, and all proceeds of proceeds.
Section 2.02 — Excluded Property
Notwithstanding anything to the contrary set forth in Section 2.01, the Collateral shall not include the following property (collectively, "Excluded Property"):
(a) Any lease, license, contract, property right, or agreement to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, property right, or agreement, or would create a right of termination in favor of any other party thereto (other than the Grantor), in each case after giving effect to the applicable anti-assignment override provisions of Sections 9-406, 9-407, 9-408, and 9-409 of the UCC and any applicable provisions of the Bankruptcy Code (including Section 365 thereof); provided, however, that the Collateral shall include, and the security interest granted herein shall attach to, all Proceeds of such lease, license, contract, property right, or agreement to the fullest extent permitted by applicable law.
(b) Any intent-to-use trademark application filed with the United States Patent and Trademark Office to the extent that the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal trademark law (including the Lanham Act, 15 U.S.C. § 1051 et seq.), prior to the filing of a "Statement of Use" or an "Amendment to Allege Use" with respect thereto; provided, however, that upon the filing of such statement or amendment, such application shall automatically be included in the Collateral without further action by any party.
(c) Any property subject to a purchase money security interest, capital lease, or similar arrangement to the extent that the underlying agreement or instrument expressly prohibits the creation of any other security interest thereon (after giving effect to the applicable anti-assignment override provisions of the UCC), but only to the extent such prohibition is enforceable under applicable law; provided, however, that the Collateral shall include, and the security interest granted herein shall attach to, all Proceeds of any such property to the fullest extent permitted by applicable law.
(d) Voting equity interests in any controlled foreign corporation (as defined in Section 957 of the Internal Revenue Code of 1986, as amended) in excess of sixty-five percent (65%) of the outstanding voting equity interests of such controlled foreign corporation. As of the date hereof, the Grantor does not own any equity interests in any controlled foreign corporation, and this exclusion is included for the avoidance of doubt only.
(e) Any assets or funds constituting the "Carve-Out" as defined in the DIP Orders, including specifically (i) the post-trigger professional fee carve-out in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) for fees and expenses of professionals retained by the Grantor's estate and any statutory committee of unsecured creditors, and (ii) the U.S. Trustee fee carve-out in the amount of Five Hundred Thousand Dollars ($500,000) for fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930, in each case as more particularly set forth in the DIP Orders.
For the avoidance of doubt, (x) proceeds, products, and offspring of Excluded Property shall constitute Collateral to the extent not themselves constituting Excluded Property, and (y) in no event shall the Excluded Property exclusions set forth in this Section 2.02 be interpreted more broadly than is necessary to give effect to the specific limitations described herein.
Section 2.03 — Priority of Security Interest; Priming Lien
(a) The security interest and lien granted pursuant to Section 2.01 hereof constitutes, pursuant to and as authorized by the DIP Orders and Section 364(d) of the Bankruptcy Code, a first-priority priming lien on all Collateral that was, as of the Petition Date, subject to the Pre-Petition Liens held by Prairie State Bank, National Association, as administrative agent under the First Lien Term Loan Credit Agreement and the Asset-Based Revolving Credit Agreement. The Pre-Petition Liens on such Collateral are hereby primed by, and are junior and subordinate to, the security interests and liens granted hereunder in favor of the Collateral Agent for the ratable benefit of the Secured Parties, as expressly authorized by the DIP Orders.
(b) The security interest and lien granted pursuant to Section 2.01 hereof constitutes, pursuant to and as authorized by the DIP Orders and Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, a first-priority lien on all Collateral that was not, as of the Petition Date, subject to any valid, perfected, and non-avoidable lien or security interest in favor of any creditor of the Grantor.
(c) The security interests and liens granted herein are subject only to (i) the Carve-Out (as defined in the DIP Orders and described in Section 2.02(e) hereof), (ii) Permitted Liens as defined in the DIP Credit Agreement, and (iii) such other exceptions to lien priority as may be expressly set forth in the DIP Orders.
(d) The Pre-Petition Liens of Prairie State Bank, National Association are subordinated to the security interests and liens granted herein and are subject to adequate protection as provided in the Adequate Protection Stipulation approved by the Bankruptcy Court and the DIP Orders, including adequate protection replacement liens (which are junior and subordinate in all respects to the DIP liens) and adequate protection payments as set forth therein.
Section 2.04 — Security for Obligations
The Collateral secures the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, including, without limitation, all obligations arising under or in connection with the DIP Credit Agreement with respect to the One Hundred Seventy-Five Million Dollar ($175,000,000) revolving credit facility, all accrued and unpaid interest thereon (whether at the non-default rate of SOFR plus 850 basis points or the default rate of SOFR plus 1,050 basis points), 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 fifty (50) basis points per annum on the average daily undrawn portion of the DIP Facility, all costs and expenses (including all reasonable and documented fees and expenses of counsel, advisors, consultants, and appraisers), all indemnification obligations, and all other amounts payable by the Grantor under or in connection with the DIP Loan Documents.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GRANTOR
The Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties, as of the date hereof (and as of any date on which any representation and warranty is required to be repeated pursuant to the DIP Credit Agreement), as follows:
Section 3.01 — Organization and Existence
The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Grantor's organizational identification number as assigned by the Iowa Secretary of State is 482693. The Grantor's federal Employer Identification Number is 42-8837291. The Grantor's principal place of business and chief executive office is located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. The Grantor's registered agent for service of process in the State of Iowa is Capitol Registered Agents Inc., 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309. The Grantor is duly qualified and authorized to conduct business in each jurisdiction where the nature of its business or the ownership or use of its properties requires such qualification, including the States of Illinois, Arkansas, Minnesota, Wisconsin, Missouri, Indiana, Kansas, Nebraska, and Tennessee.
Section 3.02 — Authorization; No Conflicts
The execution, delivery, and performance by the Grantor of this Security Agreement have been duly authorized by all necessary action on the part of the Grantor, including all requisite consents and approvals of its managers and members. Subject to and as authorized by the DIP Orders, the execution, delivery, and performance of this Security Agreement by the Grantor do not and will not (i) violate or contravene the Grantor's certificate of organization, operating agreement, or other organizational documents, (ii) violate or contravene any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, indenture, or instrument to which the Grantor is a party or by which any of its properties are bound, except to the extent that any such conflict, breach, default, or right is overridden by applicable provisions of the Bankruptcy Code and the DIP Orders.
Section 3.03 — Enforceability
This Security Agreement constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally, (ii) general principles of equity (whether enforcement is sought in a proceeding in equity or at law), and (iii) the entry and continuing effectiveness of the DIP Orders. The enforceability of this Security Agreement is supported by, and the Grantor's obligations hereunder are authorized by, the DIP Orders entered by the Bankruptcy Court in the Bankruptcy Case.
Section 3.04 — Ownership of Collateral; No Other Liens
The Grantor is the sole legal and beneficial owner of the Collateral (or, with respect to after-acquired Collateral, will be the sole legal and beneficial owner thereof at the time of acquisition), free and clear of all Liens, claims, and encumbrances, except for (i) the Pre-Petition Liens held by Prairie State Bank, National Association, as administrative agent under the Pre-Petition Credit Facilities, which Pre-Petition Liens are primed by the liens granted herein pursuant to the DIP Orders, (ii) Permitted Liens as defined in the DIP Credit Agreement, and (iii) the adequate protection replacement liens granted to Prairie State Bank, National Association pursuant to the DIP Orders, which are junior and subordinate to the DIP liens in all respects. No other Person (other than the Collateral Agent for the benefit of the Secured Parties) has any right, title, interest, or claim in or to any of the Collateral, except as set forth in the preceding sentence.
Section 3.05 — Perfection Certificate Accuracy
The information set forth in the Perfection Certificate delivered by the Grantor to the Collateral Agent concurrently with the execution and delivery of this Security Agreement is true, correct, and complete in all material respects as of the date hereof. The Perfection Certificate accurately sets forth, among other things, all locations of Collateral, all deposit accounts of the Grantor, all intellectual property registrations and applications of the Grantor, all organizational details of the Grantor, and all other information required to be disclosed therein. The Grantor acknowledges that the Collateral Agent and the Secured Parties are relying on the accuracy of the information contained in the Perfection Certificate for purposes of filing UCC financing statements and otherwise perfecting the security interests granted herein.
Section 3.06 — Locations of Collateral
All tangible Collateral is located at the following locations (or, with respect to Inventory in transit, between such locations), as more particularly described on Schedule 3.06 attached hereto:
(a) 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (corporate headquarters and principal manufacturing plant);
(b) 2200 Industrial Boulevard, Decatur, Illinois 62521 (manufacturing plant);
(c) 815 County Road 740, Jonesboro, Arkansas 72401 (manufacturing plant);
(d) 4500 University Boulevard, Ames, Iowa 50010 (Research and Development Farm, comprising approximately 640 acres); and
(e) fourteen (14) regional distribution centers located across the Midwest and Mid-South regions at the addresses set forth on Schedule 3.06 hereto.
The Grantor does not maintain any Collateral at any location other than as set forth in this Section 3.06 and on Schedule 3.06, except for Inventory in transit in the ordinary course of business and de minimis amounts of Equipment at temporary locations.
Section 3.07 — Accounts and Inventory
(a) All Accounts of the Grantor represent bona fide obligations arising in the ordinary course of the Grantor's business from the sale of agricultural chemical products or the provision of related services to creditworthy customers. No Account is subject to any prior assignment, claim, lien, or encumbrance (other than the Pre-Petition Liens, which are primed, and Permitted Liens), and no Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Collateral Agent.
(b) All Inventory of the Grantor is of merchantable quality, is not subject to any consignment arrangement (except as disclosed on the Perfection Certificate), and is located at the addresses set forth in Section 3.06 above and on Schedule 3.06 hereto. The Grantor's Inventory includes raw materials, work-in-process, and finished goods across the Grantor's principal product lines, including herbicides, fungicides, adjuvants, and seed treatments. All Inventory is maintained in compliance with applicable federal, state, and local laws and regulations, including the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA") and applicable EPA regulations governing the storage and labeling of agricultural chemicals.
Section 3.08 — Equipment
All material items of Equipment owned by the Grantor are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for their intended uses in the Grantor's business operations. The Grantor has good and marketable title to all such Equipment, free and clear of all Liens except the Pre-Petition Liens (as primed), adequate protection replacement liens, and Permitted Liens. The Equipment located at the Cedar Falls, Iowa manufacturing plant includes a recently overhauled compressor system, the overhaul of which was completed in March 2025 at a cost of approximately Four Million Two Hundred Thousand Dollars ($4,200,000), of which One Million Six Hundred Thousand Dollars ($1,600,000) remains owing to Norris Industrial Services LLC and constitutes a pre-petition claim against the Grantor's estate, subject to the Debtor's critical vendor motion filed in the Bankruptcy Case.
Section 3.09 — Intellectual Property
(a) The Grantor owns or has valid licenses to all intellectual Property necessary for the conduct of its business as presently conducted and as contemplated to be conducted. The Grantor's material intellectual Property includes, without limitation, the ClearGuard XR trademark, which is registered with the United States Patent and Trademark Office, and related product formulations, EPA product registrations, and regulatory data. The Grantor's EPA re-registration application for ClearGuard XR herbicide is currently pending before the U.S. Environmental Protection Agency and has experienced delays in processing; the Grantor is not aware of any basis upon which such re-registration application would be denied.
(b) A complete list of all patents, patent applications, trademark registrations, trademark applications, copyright registrations, and material trade secrets and proprietary formulations owned by the Grantor is set forth on Schedule 3.09 attached hereto. The intellectual Property listed on Schedule 3.09 is valid, subsisting, and, to the knowledge of the Grantor, not subject to any pending or threatened challenge, opposition, or cancellation proceeding.
(c) The grant of a security interest in intellectual Property hereunder is supplemented by the DIP intellectual Property Security Agreement, which provides additional IP-specific grant language and protective covenants, including provisions governing the recordation of security interests in patents and trademarks with the U.S. Patent and Trademark Office and in copyrights with the U.S. Copyright Office.
Section 3.10 — Deposit Accounts
All deposit accounts maintained by the Grantor at any bank or financial institution are listed on Schedule 3.10 attached hereto (which information is consistent with the Perfection Certificate). Such accounts include the Grantor's operating accounts, payroll accounts, concentration accounts, and any other deposit accounts, together with the name and address of each depository institution, the account number of each such account, and the account type. The Grantor does not maintain any deposit accounts other than those listed on Schedule 3.10, except as may be opened in the ordinary course of business and promptly reported to the Collateral Agent.
Section 3.11 — No Financing Statements
No effective UCC financing statement or other public filing or recording covering all or any part of the Collateral is on file in any filing or recording office, except for (i) financing statements in favor of Prairie State Bank, National Association, relating to the Pre-Petition Liens, (ii) financing statements relating to Permitted Liens, and (iii) financing statements to be filed by or on behalf of the Collateral Agent in connection with this Security Agreement. The Grantor hereby authorizes the Collateral Agent to file initial UCC financing statements, amendments, continuations, and terminations in all applicable filing offices as the Collateral Agent deems necessary or advisable to perfect or maintain the perfection of the security interests granted herein.
Section 3.12 — Name; Prior Names
The exact legal name of the Grantor, as set forth in its certificate of organization filed with the Iowa Secretary of State, is "Greenfield Agricultural Partners LLC." The Grantor has not, within the five (5) years immediately preceding the date hereof, been known by any other legal name, operated under any trade name or fictitious business name (other than trade names disclosed on the Perfection Certificate), been party to any merger, consolidation, or other change of organizational structure, or changed its jurisdiction of organization, in each case except as set forth on the Perfection Certificate.
ARTICLE IV — COVENANTS OF THE GRANTOR
The Grantor hereby covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date hereof and until the Obligations have been paid in full and all commitments under the DIP Credit Agreement have been terminated:
Section 4.01 — Maintenance of Collateral
The Grantor shall maintain all Collateral in good condition and repair, ordinary wear and tear excepted, and shall not commit or permit any waste, destruction, or material impairment of the value of the Collateral. The Grantor shall use, operate, and maintain the Collateral in compliance with all applicable laws, regulations, and ordinances, including all environmental, health, and safety laws. The Grantor shall not permit any of the Collateral to become a fixture to, or an accession to, property not covered by this Security Agreement, unless the Collateral Agent shall have a perfected first-priority lien thereon.
Section 4.02 — Insurance
(a) The Grantor shall obtain and maintain insurance on the Collateral as required under the DIP Credit Agreement, in amounts, with coverages, and with insurers reasonably satisfactory to the Administrative Agent and the Collateral Agent. Such insurance shall include, at a minimum, (i) all-risk property and casualty insurance covering the Collateral against loss or damage by fire, theft, explosion, and all other hazards and risks of a similar nature, (ii) comprehensive general liability insurance, (iii) workers' compensation insurance, and (iv) business interruption insurance, in each case in amounts and on terms consistent with industry standards for businesses of similar size and nature.
(b) All property and casualty insurance policies covering the Collateral shall name the Collateral Agent as additional insured and loss payee (or mortgagee, as applicable), pursuant to a standard lender's loss payable endorsement in form and substance reasonably satisfactory to the Collateral Agent. The Grantor shall deliver to the Collateral Agent certificates of insurance and, upon request, copies of all insurance policies promptly upon obtaining or renewing the same.
(c) The Grantor maintains directors' and officers' liability insurance through Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821), with an aggregate limit of Fifteen Million Dollars ($15,000,000). For the avoidance of doubt, proceeds of such D&O insurance policy are not included in the Collateral, and the treatment of D&O insurance proceeds in the Bankruptcy Case is subject to separate order of the Bankruptcy Court.
Section 4.03 — Payment of Taxes and Claims
The Grantor shall pay and discharge when due all taxes, assessments, and governmental charges lawfully imposed upon the Collateral or upon the income, receipts, or profits therefrom, before the same shall become delinquent, except to the extent that (i) such taxes, assessments, or charges are stayed by the automatic stay under Section 362 of the Bankruptcy Code, (ii) such taxes, assessments, or charges are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves have been established therefor in accordance with GAAP, or (iii) payment of such taxes, assessments, or charges is not required under the DIP Budget or the DIP Orders.
Section 4.04 — No Disposition of Collateral
The Grantor shall not sell, lease, transfer, assign, exchange, or otherwise dispose of any of the Collateral or any interest therein, except for (i) sales of Inventory in the ordinary course of business, (ii) collection of Accounts in the ordinary course of business, (iii) dispositions of worn-out, obsolete, or surplus Equipment in the ordinary course of business to the extent the aggregate fair market value of such Equipment disposed of in any fiscal quarter does not exceed Two Hundred Fifty Thousand Dollars ($250,000), (iv) other dispositions expressly permitted under the DIP Credit Agreement, and (v) dispositions authorized by the Bankruptcy Court pursuant to a separate order. Any proceeds received by the Grantor from any permitted disposition shall constitute Collateral hereunder.
Section 4.05 — No Liens
The Grantor shall not create, incur, assume, or permit to exist any Lien on any of the Collateral, except for (i) the security interests and liens granted to the Collateral Agent under this Security Agreement and the other DIP Loan Documents, (ii) the Pre-Petition Liens (as primed by the DIP liens), (iii) adequate protection replacement liens granted to Prairie State Bank, National Association pursuant to the DIP Orders (which are junior and subordinate to the DIP liens), and (iv) Permitted Liens as defined in the DIP Credit Agreement. The Grantor shall promptly take all actions necessary to cause any unauthorized Lien on the Collateral to be discharged, released, or bonded.
Section 4.06 — Change of Name, Location, or Structure
The Grantor shall not (a) change its legal name, (b) change its organizational form or jurisdiction of organization, (c) change the location of its chief executive office or principal place of business, or (d) merge, consolidate, or otherwise change its organizational structure, in each case without providing at least thirty (30) days' prior written notice to the Collateral Agent and the Administrative Agent and taking all actions (including the filing of additional UCC financing statements or amendments) reasonably requested by the Collateral Agent to maintain the perfection and priority of the security interests granted herein.
Section 4.07 — Deposit Accounts; Control
(a) The Grantor shall deliver deposit account control agreements in favor of the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent, with respect to each deposit account maintained by the Grantor, within fifteen (15) days after the date hereof (or such longer period as may be agreed to by the Administrative Agent in writing in its sole discretion). The Grantor shall not open any new deposit account unless (i) the Grantor provides prior written notice to the Collateral Agent and (ii) a deposit account control agreement in favor of the Collateral Agent is executed and delivered with respect to such account within fifteen (15) days after the opening thereof.
(b) All material cash receipts of the Grantor shall be deposited into deposit accounts that are subject to deposit account control agreements in favor of the Collateral Agent. The Grantor shall not close any deposit account listed on Schedule 3.10 hereto without the prior written consent of the Administrative Agent.
Section 4.08 — Instruments and Chattel Paper
The Grantor shall deliver to the Collateral Agent, promptly upon receipt or acquisition, all Instruments and tangible Chattel Paper constituting Collateral having an individual or aggregate value in excess of Two Hundred Fifty Thousand Dollars ($250,000), in each case duly endorsed in blank or accompanied by duly executed undated instruments of transfer or assignment, in form and substance reasonably satisfactory to the Collateral Agent. With respect to any electronic Chattel Paper constituting Collateral, the Grantor shall take all steps necessary to grant the Collateral Agent control of such electronic Chattel Paper in accordance with the UCC.
Section 4.09 — Intellectual Property
(a) The Grantor shall maintain all of its material intellectual Property in full force and effect throughout the term of this Security Agreement, and shall not permit any material intellectual Property to lapse, expire, be abandoned, or become unenforceable through any act or omission of the Grantor, except where such lapse, expiration, abandonment, or unenforceability could not reasonably be expected to have a material adverse effect on the Grantor's business or the value of the Collateral.
(b) The Grantor shall make all required filings and pay all required fees and maintenance payments to the U.S. Patent and Trademark Office, the U.S. Copyright Office, and any other applicable governmental authority or registry in order to maintain its intellectual Property registrations and applications, including all renewal applications, statements of use, and maintenance filings.
(c) The Grantor shall not, without the prior written consent of the Administrative Agent, (i) abandon, disclaim, or dedicate to the public any material intellectual Property, (ii) assign, sell, or transfer any material intellectual Property to any third party (other than non-exclusive licenses in the ordinary course of business), or (iii) enter into any exclusive license of any material intellectual Property to any third party, except as expressly permitted by the DIP Credit Agreement.
(d) The additional covenants, representations, and agreements of the Grantor with respect to intellectual Property set forth in the DIP intellectual Property Security Agreement are incorporated herein by reference and shall apply as if set forth in full herein.
Section 4.10 — Books and Records; Inspection
(a) The Grantor shall maintain complete and accurate books and records regarding the Collateral, including records of all Accounts, Inventory, Equipment, intellectual Property, and other Collateral, in form and detail reasonably satisfactory to the Collateral Agent and the Administrative Agent.
(b) The Collateral Agent and the Administrative Agent (and their respective agents, advisors, and representatives) shall have the right, upon reasonable prior notice during normal business hours, to inspect, examine, audit, check, and verify the Collateral and the Grantor's books and records relating thereto, and to make copies and extracts therefrom; provided, that upon the occurrence and during the continuance of an Event of Default, such inspections and examinations may be conducted at any time without prior notice.
(c) The Grantor acknowledges that Bellwether Valuation Services Inc. has been engaged by the Administrative Agent to perform appraisals and valuations of the Collateral, and the Grantor shall cooperate fully with Bellwether Valuation Services Inc. and provide such access to the Grantor's facilities, personnel, books, and records as may be reasonably requested in connection with such appraisals. The costs and expenses of such appraisals shall constitute Obligations secured by the Collateral.
Section 4.11 — Further Assurances
The Grantor shall, at its own expense, execute and deliver to the Collateral Agent such additional documents, instruments, and agreements, and shall take such further actions, as the Collateral Agent may from time to time reasonably request to carry out the purposes of this Security Agreement and to protect, perfect, and maintain the perfection and priority of the security interests granted herein, including, without limitation, (i) the execution and filing of UCC financing statements, continuation statements, and amendments in all applicable filing offices, (ii) the execution and filing of fixture filings with respect to Equipment constituting fixtures at the Cedar Falls, Decatur, and Jonesboro manufacturing plants, (iii) the execution and delivery of deposit account control agreements, (iv) the execution and delivery of short-form intellectual property security agreements for recordation with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and (v) the execution and delivery of any additional mortgages, deeds of trust, or similar instruments. For the avoidance of doubt, the mortgages on the Grantor's real property interests at the Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas manufacturing plants are being delivered as separate instruments concurrently with, or promptly following, the execution of this Security Agreement.
Section 4.12 — Notices of Events
The Grantor shall promptly (and in any event within five (5) business days) notify the Collateral Agent and the Administrative Agent in writing of (i) any event, circumstance, or condition that has resulted in, or could reasonably be expected to result in, a material adverse change in the value, condition, or collectibility of the Collateral, (ii) any claim, action, suit, or proceeding (including any governmental investigation) affecting title to any material portion of the Collateral or the validity, priority, or enforceability of the security interests granted herein, (iii) any loss, damage, or dest

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