1020-00003 · Tallgrass Capital Holdings · Closing

10b-5-disclosure-letter-draft.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

600 Lexington Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

DRAFT — [Date to be inserted]

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR DELIVERY

Ridgeline Securities LLC 399 Park Avenue South, 22nd Floor New York, New York 10016

Attention: Thomas Reardon, Managing Director, Leveraged Finance

Re: Greenfield Agricultural Partners LLC — $30,000,000 Aggregate Principal Amount of Senior Unsecured Notes due June 30, 2027 — Rule 144A Private Placement; Purchase Agreement dated June 20, 2022 (the "Purchase Agreement"), between Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Issuer" or "Greenfield"), and Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser") — 10b-5 Negative Assurance Letter Delivered Pursuant to Section [__] of the Purchase Agreement

Ladies and Gentlemen:

We have acted as counsel to Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Issuer" or "Greenfield"), in connection with the proposed offering by the Issuer of $30,000,000 aggregate principal amount of its senior unsecured notes due June 30, 2027 (the "Notes"). The Notes are described in, and the offering is being made pursuant to, the Preliminary Offering Memorandum dated June 1, 2022 (including all annexes, appendices, exhibits, and supplements thereto, the "Offering Memorandum"), relating to the proposed offering by the Issuer of the Notes. The Notes are being offered and sold in the United States solely to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder, pursuant to Section 4(a)(2) of the Securities Act.

This letter is delivered to Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser"), pursuant to Section [__] of the Purchase Agreement dated June 20, 2022 (the "Purchase Agreement"), between the Issuer and the Initial Purchaser, as a condition to the closing of the purchase and sale of the Notes contemplated by the Purchase Agreement.

In connection with the offering and sale of the Notes, the Issuer and the Initial Purchaser have entered into the Purchase Agreement, which provides, among other things, for the purchase by the Initial Purchaser of the Notes from the Issuer. In addition, we have reviewed and participated in the preparation and negotiation of (a) the draft Indenture (v.6, dated June 15, 2022) (the "Indenture") between Greenfield, as issuer, and Heartland Trust Company, National Association, as trustee (the "Trustee"), governing the terms and conditions of the Notes, and (b) the draft Registration Rights Agreement dated June 15, 2022 (the "Registration Rights Agreement") among Greenfield and the Initial Purchaser. As used herein, the Purchase Agreement, the Indenture, and the Registration Rights Agreement are collectively referred to as the "Transaction Documents."

Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Purchase Agreement or the Offering Memorandum, as applicable.

Scope of Participation

In our capacity as counsel to the Issuer, we have participated in the preparation of the Offering Memorandum and in the negotiation and preparation of the Transaction Documents. In that connection, and as a basis for the statement set forth in this letter, we advise you that:

(a) We participated in conferences and discussions with officers and employees of the Issuer, including Marcus J. Reinhart, Chief Executive Officer, Linda Shao-Perkins, Chief Financial Officer, and Douglas Evanston, General Counsel and Corporate Secretary, relating to, among other things, the business, operations, financial condition, and prospects of the Issuer and the accuracy and completeness of the information set forth in the Offering Memorandum.

(b) We participated in conferences and discussions with representatives of Tallgrass Capital Holdings LP, a Delaware limited partnership and the Issuer's majority equity holder (holding approximately 68.2% of the outstanding equity interests of the Issuer), concerning, among other things, the corporate governance and capitalization of the Issuer, the terms of the Tallgrass Capital Holdings LP operating agreement and related arrangements, and the transactions contemplated by the Transaction Documents.

(c) We participated in conferences and discussions with representatives of the Initial Purchaser, including Thomas Reardon and Samantha Ortiz, and with representatives of counsel to the Initial Purchaser, Pryor, Glendenning & Haas LLP, including David Glendenning and Rachel Moriyama, concerning, among other things, the terms and structure of the offering, the preparation and content of the Offering Memorandum, and the negotiation and drafting of the Transaction Documents.

(d) We participated in conferences and discussions with representatives of Clarendon Harris & Co. LLP, the Issuer's independent auditor, including Martin Okafor, Engagement Partner, concerning, among other things, the financial statements and related disclosures included in the Offering Memorandum and certain accounting matters relevant to the disclosures therein.

(e) We reviewed certain corporate records and documents furnished to us by the Issuer, including the Issuer's certificate of organization, amended and restated operating agreement, minutes of meetings and written consents of the members and the board of managers of the Issuer, and selected material contracts, in each case as such records and documents were made available to us through the date hereof.

(f) We participated in the preparation and review of successive drafts of the Offering Memorandum, including the near-final version dated June 1, 2022, and provided comments thereon based on the information furnished to us and the conferences and discussions referenced above.

(g) We participated in due diligence sessions and management presentations that were completed on May 20, 2022, at which officers and employees of the Issuer made presentations concerning the Issuer's business, operations, financial condition, and prospects, and responded to questions from representatives of the Initial Purchaser and its counsel.

(h) We reviewed and participated in the drafting and negotiation of the Indenture, the Purchase Agreement, and the Registration Rights Agreement.

Notwithstanding the foregoing, we did not participate in the preparation of, and are not expressing any view with respect to, the financial statements and related schedules and notes thereto or other financial, statistical, or accounting data included in or incorporated by reference into the Offering Memorandum, including the audited consolidated financial statements of the Issuer for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, audited by Clarendon Harris & Co. LLP, and the related notes thereto, and the pro forma financial information, all of which were prepared by and are the responsibility of the Issuer's management and Clarendon Harris & Co. LLP, as applicable. We have not independently verified, and assume no responsibility for, the accuracy, completeness, or fairness of any of the information contained in the Offering Memorandum, whether financial or otherwise, and we make no representation that we have independently verified any such information.

Negative Assurance Statement

Based on our participation in the preparation of the Offering Memorandum as described above, and subject to the limitations and qualifications set forth herein, nothing has come to our attention that causes us to believe that the Offering Memorandum, as of its date (June 1, 2022) or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing statement is made within the meaning of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 promulgated thereunder by the Securities and Exchange Commission.

Limitations and Qualifications

Scope Limitations. The negative assurance set forth in this letter is based solely on our participation in the preparation of the Offering Memorandum and the due diligence process as described in the "Scope of Participation" section above, and does not constitute, and should not be construed as, a guarantee or certification of the accuracy, completeness, or fairness of any statement contained in the Offering Memorandum. Our participation, while conducted in a manner consistent with customary practice for transactions of this type, was necessarily limited in scope and is inherently subject to the limitations described herein.

We have not undertaken, and are not expressing any view with respect to, any independent investigation or verification of the information contained in the Offering Memorandum beyond our participation in the due diligence process and the conferences, discussions, and document reviews described above. We have relied, without independent investigation or verification, on the accuracy and completeness of the information furnished to us by the Issuer, its officers and employees, Tallgrass Capital Holdings LP, Clarendon Harris & Co. LLP, and other parties during the course of our engagement.

We are not passing upon, and assume no responsibility for, the accuracy, completeness, or fairness of the financial statements, financial data, statistical data, or other financial information included in the Offering Memorandum, including without limitation the audited consolidated financial statements of the Issuer for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, and the related notes thereto, and the pro forma financial information set forth therein. Such financial statements, financial data, statistical data, and other financial information are the responsibility of the Issuer's management and Clarendon Harris & Co. LLP, as the Issuer's independent auditor, and we express no view whatsoever with respect thereto.

Exclusions from Scope

Without limiting the generality of the foregoing, we expressly exclude from the scope of this letter, and the negative assurance set forth herein does not extend to, the following:

(a) the financial statements and schedules (including the audited consolidated financial statements for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, and the related notes thereto) and all other financial, statistical, and accounting data (including all pro forma financial data and projections) included in or incorporated by reference into the Offering Memorandum;

(b) information regarding the Pinnacle Ratings Group, Inc. indicative credit rating of B+ (stable) assigned to the Notes, as referenced in the Offering Memorandum, including all statements, descriptions, and disclosures relating thereto;

(c) information set forth in the Offering Memorandum under the captions "Industry Overview" and "Market Data" to the extent such information is derived from or attributed to third-party sources, including industry publications, market research reports, and publicly available data, and we have not independently verified the accuracy or completeness of any such third-party information; and

(d) information set forth in any annexes, appendices, or exhibits to the Offering Memorandum, including all financial models, projections, maps, charts, graphs, and similar materials attached thereto or incorporated therein by reference.

Nature of Negative Assurance

This letter is not, and should not be construed as, a legal opinion. The negative assurance set forth herein is a statement of negative comfort only and is given in accordance with customary practice in connection with offerings of the type contemplated by the Purchase Agreement and the Offering Memorandum.

The negative assurance process is necessarily limited in nature and does not involve the same type or scope of procedures that would be employed in connection with an audit of financial statements conducted in accordance with generally accepted auditing standards, an examination or review of financial data conducted in accordance with standards promulgated by the American Institute of Certified Public Accountants, or any other independent verification of factual matters. Accordingly, the negative assurance set forth herein should not be regarded as equivalent to, or a substitute for, any such audit, examination, review, or independent verification.

The expression "nothing has come to our attention," as used in this letter, is intended to indicate that, during the course of the engagement described herein, no information was brought to the actual attention of the attorneys at Calderwood & Harkness LLP who participated directly in the preparation of the Offering Memorandum and the due diligence process described above (including Robert Adeyemi, Jessica Huang, and Andrew Castellano) that gave such attorneys current actual knowledge of any misstatement of a material fact or omission of a material fact necessary in order to make the statements in the Offering Memorandum, in the light of the circumstances under which they were made, not misleading. The foregoing statement does not extend to the knowledge of any other attorney at Calderwood & Harkness LLP or any attorney not involved in the engagement, and we have not undertaken a firm-wide or conflicts check for purposes of this letter.

Temporal Limitation. This letter speaks only as of its date, and we assume no obligation to update, supplement, revise, or reaffirm this letter or the negative assurance contained herein for any reason, whether as a result of new information, future events, changes in applicable law, facts, or circumstances, or otherwise occurring after the date hereof. We disclaim any undertaking to advise you of any changes that may be brought to our attention after the date hereof that would affect any of the statements or negative assurance set forth herein.

Reliance and Beneficiaries

This letter is furnished to Ridgeline Securities LLC solely in its capacity as Initial Purchaser under the Purchase Agreement dated June 20, 2022, and is delivered pursuant to Section [__] of the Purchase Agreement as a condition to the closing of the transactions contemplated thereby. This letter is solely for the benefit of Ridgeline Securities LLC, and no other person or entity shall be entitled to rely on this letter or the negative assurance set forth herein.

This letter may not be relied upon by, quoted to, or delivered to any other person or entity without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this letter may not be filed with or furnished to the Securities and Exchange Commission or any state securities commission, and may not be used, circulated, quoted, or otherwise referred to in any offering document, registration statement, report, agreement, or other document, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP.

Governing Law

This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

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Very truly yours,