1020-00003 · Tallgrass Capital Holdings · Transaction Documents

registration-rights-agreement-draft-2022-06-15.docx DOCUMENT Capital Markets

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REGISTRATION RIGHTS AGREEMENT

DRAFT — June 15, 2022

EXECUTION COPY — SUBJECT TO COMPLETION AND REVISION — NEVER EXECUTED

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 15, 2022, is entered into by and between Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Company" or the "Issuer"), and Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser"), for the benefit of the Holders (as defined herein) from time to time of the Notes (as defined herein).

This Agreement relates to the offering by the Company of $30,000,000 aggregate principal amount of its Senior Unsecured Notes due June 30, 2027 (the "Notes").

RECITALS

WHEREAS, the Company and the Initial Purchaser have entered into, or anticipate entering into, a Purchase Agreement dated as of June 20, 2022 (the "Purchase Agreement"), pursuant to which the Company proposes to issue and sell to the Initial Purchaser, and the Initial Purchaser proposes to purchase from the Company, $30,000,000 aggregate principal amount of the Company's Senior Unsecured Notes due 2027 (the "Notes");

WHEREAS, the issuance and sale of the Notes to the Initial Purchaser pursuant to the Purchase Agreement is intended to be a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, and the Notes are to be resold by the Initial Purchaser to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, in reliance on the exemption from registration provided by Rule 144A;

WHEREAS, as a condition to the Initial Purchaser's obligations under the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement with respect to the Notes for the benefit of the Holders thereof;

WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Closing Date (as defined below), by and between the Company and Heartland Trust Company, National Association, as trustee (the "Trustee"); and

WHEREAS, the Company desires to grant the registration rights provided herein in order to induce the Initial Purchaser to enter into the Purchase Agreement and to consummate the transactions contemplated thereby.

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

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ARTICLE 1

DEFINITIONS

Section 1.1 — Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

"Additional Interest" means the additional interest accruing on the Notes as specified in Section 5.2 hereof upon the occurrence and during the continuance of a Registration Default (as defined in Section 5.1 hereof).

"Agreement" means this Registration Rights Agreement, as it may be amended, modified, or supplemented from time to time in accordance with its terms.

"Blackout Period" has the meaning set forth in Section 4.3 hereof.

"Broker-Dealer" means any broker or dealer registered as such under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

"Closing Date" means the date on which the Notes are initially issued and delivered to the Initial Purchaser under the Purchase Agreement. The Closing Date was targeted as June 30, 2022; however, the offering was terminated prior to such date and the Notes were never issued.

"Company" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, with its principal office located at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309, and its successors and assigns.

"Consummation Deadline" means the date that is 270 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Consummation Deadline would have been approximately March 28, 2023.

"DTC" means The Depository Trust Company, or any successor thereto.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Exchange Agent" means the Trustee, or such other institution as may be designated by the Company and reasonably acceptable to the Initial Purchaser, to serve as exchange agent in connection with the Exchange Offer.

"Exchange Notes" means the senior unsecured notes due 2027 to be issued by the Company under the Indenture in exchange for the Notes pursuant to the Exchange Offer. The Exchange Notes shall be identical in all material respects to the Notes except that the Exchange Notes will not contain transfer restrictions applicable to the Notes, will not contain the registration rights provisions set forth in this Agreement, and will not bear legends restricting their transfer.

"Exchange Offer" means the offer by the Company to exchange Exchange Notes for all outstanding Notes pursuant to the Exchange Offer Registration Statement, on the terms and subject to the conditions set forth herein and in the Exchange Offer Registration Statement.

"Exchange Offer Registration Statement" means the registration statement filed, or to be filed, by the Company with the SEC on Form S-1 (or such other applicable form under the Securities Act as may then be available to the Company) with respect to the Exchange Offer, including the prospectus included therein, all amendments and supplements thereto, and all exhibits and materials incorporated by reference therein.

"Filing Deadline" means the date that is 180 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Filing Deadline would have been approximately December 27, 2022.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Holder" means any holder of Registrable Securities, including the Initial Purchaser, to the extent it holds Notes following the Closing Date, and any transferee that becomes a Holder pursuant to Section 7.3 hereof.

"Indenture" means the Indenture to be dated as of the Closing Date, by and between the Company and Heartland Trust Company, National Association, as trustee, providing for the issuance of the Notes and the Exchange Notes, as the same may be amended, supplemented, waived, or otherwise modified from time to time in accordance with its terms.

"Initial Purchaser" means Ridgeline Securities LLC, a Delaware limited liability company and FINRA member broker-dealer, with its principal office located at 399 Park Avenue South, 22nd Floor, New York, New York 10016.

"Issuer" has the same meaning as "Company."

"Notes" means the $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027, to be issued by the Company under the Indenture. The following securities identifiers were reserved in connection with the Notes but were never activated: CUSIP 39572L AA 3; ISIN US39572LAA35.

"Participating Broker-Dealer" means any Broker-Dealer that receives Exchange Notes in the Exchange Offer for Notes that were acquired by such Broker-Dealer as a result of market-making activities or other trading activities (and not as compensation for services rendered to the Company or any of its affiliates).

"Prospectus" means the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion, any preliminary prospectus, and any prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to any such prospectus, including post-effective amendments thereto, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

"Purchase Agreement" means the Purchase Agreement dated as of June 20, 2022, by and between the Company and the Initial Purchaser, as the same may be amended, supplemented, or otherwise modified from time to time.

"QIB" means a "qualified institutional buyer" as such term is defined in Rule 144A under the Securities Act.

"Registrable Securities" means the Notes; provided, however, that Notes shall cease to be Registrable Securities when (i) an Exchange Offer Registration Statement with respect to such Notes has been declared effective under the Securities Act and the Holders thereof have exchanged such Notes for Exchange Notes in the Exchange Offer, (ii) such Notes have been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, or (iii) such Notes are eligible for resale pursuant to Rule 144 under the Securities Act without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement of Rule 144(c)(1) (or any successor provision).

"Registration Default" has the meaning set forth in Section 5.1 hereof.

"Registration Statement" means any Exchange Offer Registration Statement or Shelf Registration Statement, as applicable, including the Prospectus contained therein, all amendments and supplements to such registration statement or prospectus, and all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

"Rule 144" means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

"Rule 144A" means Rule 144A under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

"Rule 415" means Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

"SEC" means the U.S. Securities and Exchange Commission, or any successor governmental agency.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Shelf Registration Statement" means a registration statement filed, or to be filed, by the Company pursuant to Section 3 hereof covering the resale of Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, including the prospectus included therein, all amendments and supplements thereto, and all exhibits and materials incorporated by reference therein.

"Trustee" means Heartland Trust Company, National Association, in its capacity as trustee under the Indenture, with its corporate trust office located at 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606.

Section 1.2 — Rules of Construction.

(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Indenture or the Purchase Agreement, as applicable.

(b) Unless the context otherwise requires, all references in this Agreement to sections, articles, and exhibits are to the sections, articles, and exhibits of and to this Agreement.

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

(d) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

(e) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(f) References to any statute, rule, or regulation shall be deemed to refer to such statute, rule, or regulation as amended from time to time and to any successor statute, rule, or regulation.

ARTICLE 2

EXCHANGE OFFER REGISTRATION

Section 2.1 — Filing of Exchange Offer Registration Statement.

(a) The Company shall use its commercially reasonable efforts to prepare and file with the SEC an Exchange Offer Registration Statement on the appropriate form under the Securities Act (which shall be Form S-1 or such other form as may then be available to the Company) with respect to a proposed Exchange Offer.

(b) The Exchange Offer Registration Statement shall be filed with the SEC no later than the Filing Deadline, which is the date that is 180 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Filing Deadline would have been approximately December 27, 2022.

(c) The Exchange Offer Registration Statement shall cover the offer by the Company to exchange Exchange Notes for all outstanding Notes on a dollar-for-dollar basis (i.e., $1.00 principal amount of Exchange Notes for each $1.00 principal amount of Notes tendered in the Exchange Offer). No cash consideration shall be paid to Holders in connection with the Exchange Offer, and the Company shall not receive any cash proceeds from the issuance of Exchange Notes in the Exchange Offer.

(d) The Exchange Notes to be issued pursuant to the Exchange Offer shall be identical in all material respects to the Notes, including with respect to the principal amount, interest rate, maturity date, redemption provisions, covenants, and other terms and conditions set forth in the Indenture, except that the Exchange Notes shall not contain (i) the transfer restrictions applicable to the Notes, (ii) the registration rights and Additional Interest provisions set forth in this Agreement and in the Notes, or (iii) any restrictive legend relating to such transfer restrictions and registration rights.

(e) The Exchange Notes shall be issued under the same Indenture pursuant to which the Notes were issued, and the Exchange Notes shall be treated as a single series with any outstanding Notes that are not exchanged in the Exchange Offer for all purposes under the Indenture.

Section 2.2 — Effectiveness and Consummation of Exchange Offer.

(a) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective by the SEC as promptly as practicable after the filing thereof. The Company shall respond to any comments received from the SEC staff with respect to the Exchange Offer Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to resolve any such comments.

(b) The Company shall use its commercially reasonable efforts to consummate the Exchange Offer no later than the Consummation Deadline, which is the date that is 270 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Consummation Deadline would have been approximately March 28, 2023.

(c) The Exchange Offer shall remain open for a period of not less than 20 business days (or such longer period as may be required by applicable law, rule, or regulation, including Rule 14e-1 under the Exchange Act) from the date notice of the Exchange Offer is first mailed or otherwise sent to Holders of the Notes. The Company shall not terminate the Exchange Offer prior to the expiration of such minimum period.

(d) Each Holder of Notes who validly tenders (and does not validly withdraw) Notes in the Exchange Offer prior to the expiration thereof shall receive Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of Notes so tendered by such Holder. The Exchange Notes shall bear interest from the most recent date to which interest on the Notes has been paid, or, if no interest has been paid on the Notes, from the date of original issuance of the Notes.

Section 2.3 — Exchange Offer Procedures.

(a) The Company shall mail or cause to be mailed (or otherwise transmit in accordance with applicable law and the rules and regulations of DTC) to each registered Holder of the Notes, at the address appearing in the register maintained by the Trustee, a notice of the Exchange Offer (the "Exchange Offer Notice") and an appropriate letter of transmittal and related documents.

(b) The Exchange Offer Notice shall describe the terms and conditions of the Exchange Offer in reasonable detail, specify the period during which Notes may be tendered for exchange, identify the Exchange Agent, describe the procedures for tendering Notes (including through DTC's Automated Tender Offer Program ("ATOP") or any successor program), describe the procedures for withdrawal of tendered Notes, and set forth the other terms and conditions of the Exchange Offer.

(c) The Company shall designate Heartland Trust Company, National Association (as Trustee under the Indenture) as the Exchange Agent for the Exchange Offer, or such other financial institution reasonably acceptable to the Initial Purchaser. The Company shall enter into an exchange agent agreement with the Exchange Agent containing customary provisions for transactions of the nature contemplated hereby.

(d) Upon the terms and subject to the conditions of the Exchange Offer, the Company shall accept for exchange all Notes validly tendered and not withdrawn prior to the expiration of the Exchange Offer. The Company shall not be permitted to extend the Exchange Offer beyond the Consummation Deadline, except to the extent required by applicable law or regulation.

(e) The Company shall issue and deliver (or cause the Exchange Agent to issue and deliver) the Exchange Notes to tendering Holders promptly, and in any event within five business days, after the expiration of the Exchange Offer and the acceptance of the tendered Notes for exchange. Delivery of Exchange Notes shall be made through the facilities of DTC in book-entry form to the extent the tendered Notes were held in book-entry form, or by physical delivery of certificated Exchange Notes, as applicable.

(f) The Company shall cause the Exchange Offer to comply in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, including Regulation M under the Exchange Act to the extent applicable.

Section 2.4 — Conditions to Exchange Offer.

The Exchange Offer shall not be subject to any conditions other than the following:

(a) the Exchange Offer Registration Statement shall have been declared effective by the SEC, and such effectiveness shall not have been suspended or withdrawn, and no stop order with respect thereto shall be in effect;

(b) no stop order shall have been issued by the SEC, and no proceeding for such purpose shall have been initiated or, to the knowledge of the Company, threatened by the SEC;

(c) the Exchange Offer and the issuance of Exchange Notes in connection therewith shall not violate any applicable law, statute, rule, regulation, or interpretation of the staff of the SEC;

(d) no action, suit, or proceeding shall have been instituted or threatened in any court or by or before any governmental authority or agency that would reasonably be expected to prohibit, prevent, or materially impair the ability of the Company to consummate the Exchange Offer or that would reasonably be expected to result in a material adverse effect on the Company if the Exchange Offer were consummated; and

(e) the Company shall have obtained all governmental approvals and consents, if any, necessary for the lawful consummation of the Exchange Offer and the issuance of the Exchange Notes.

The conditions set forth in this Section 2.4 are for the sole benefit of the Company and may be waived by the Company, in whole or in part, at any time and from time to time, in the Company's sole discretion. The failure of the Company at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

Section 2.5 — Participating Broker-Dealers.

(a) Each Broker-Dealer that receives Exchange Notes in the Exchange Offer for Notes that were acquired by such Broker-Dealer as a result of market-making activities or other trading activities (and not as compensation for services rendered to the Company or any of its affiliates) may be deemed an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

(b) The Company acknowledges that, pursuant to current SEC interpretations, each Participating Broker-Dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for Notes that were acquired by such Participating Broker-Dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with any resale of such Exchange Notes. Accordingly, the Company shall include in the Exchange Offer Registration Statement a prospectus that satisfies the requirements of Section 10 of the Securities Act and that may be used by any such Participating Broker-Dealer in connection with the resale of Exchange Notes received by such Participating Broker-Dealer in the Exchange Offer.

(c) The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and the prospectus contained therein usable for a period of 180 days from the consummation of the Exchange Offer (or such shorter period as may be necessary to permit all Participating Broker-Dealers to complete their resales of Exchange Notes received in the Exchange Offer), for the purpose of permitting Participating Broker-Dealers to resell Exchange Notes received in the Exchange Offer.

(d) A Participating Broker-Dealer that delivers a prospectus to purchasers in connection with resales of Exchange Notes shall not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act solely by reason of such delivery of a prospectus.

ARTICLE 3

SHELF REGISTRATION

Section 3.1 — Obligation to File Shelf Registration Statement.

If any of the following events shall occur, the Company shall use its commercially reasonable efforts to file with the SEC, and thereafter to cause to become effective, a Shelf Registration Statement covering the resale of the applicable Registrable Securities:

(a) the Company is not permitted to effect the Exchange Offer because of any change in law, rule, regulation, or applicable SEC interpretation that would render the Exchange Offer impermissible or would not permit the Exchange Notes issued in the Exchange Offer to be freely tradeable by Holders thereof (other than Participating Broker-Dealers) without registration under the Securities Act;

(b) the Exchange Offer Registration Statement is not declared effective by the SEC within the time periods specified in Section 2.2 hereof, or the Exchange Offer is not consummated on or prior to the Consummation Deadline for any reason other than a breach by the tendering Holders of their obligations under this Agreement;

(c) any Holder of Notes notifies the Company in writing within 20 business days after the consummation of the Exchange Offer that:

(i) such Holder is prohibited by applicable law or SEC policy from participating in the Exchange Offer;

(ii) such Holder is a Broker-Dealer that holds Notes acquired directly from the Company or any of its affiliates (and not through market-making activities or other trading activities); or

(iii) such Holder's Notes are not eligible to be exchanged in the Exchange Offer for Exchange Notes that would, upon receipt, be freely tradeable by such Holder (other than by reason of such Holder being an affiliate of the Company) without registration under the Securities Act and without any restrictions on transfer;

then, in each such case, the Company shall use its commercially reasonable efforts to file with the SEC a Shelf Registration Statement on Form S-1 (or such other form as may then be available to the Company under the Securities Act) covering the resale of such Registrable Securities, as promptly as practicable after the occurrence of the event giving rise to the obligation. In the case of clauses (a) or (b) above, the Shelf Registration Statement shall cover the resale of all outstanding Registrable Securities. In the case of clause (c) above, the Shelf Registration Statement shall cover the resale of the Registrable Securities held by the Holders that provided the notice described therein.

Section 3.2 — Effectiveness of Shelf Registration Statement.

(a) The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement filed pursuant to Section 3.1 hereof to be declared effective by the SEC as promptly as practicable after the filing thereof. The Company shall respond to any comments received from the SEC staff with respect to the Shelf Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to resolve any such comments expeditiously.

(b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and the prospectus contained therein usable for resales of Registrable Securities for a period ending on the earlier of:

(i) the date that is two years after the Closing Date; and

(ii) the date on which all Notes covered by the Shelf Registration Statement have been sold pursuant thereto or otherwise cease to be Registrable Securities (as determined in accordance with the definition of "Registrable Securities" set forth in Section 1.1 hereof).

(c) The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations, or instructions applicable to the registration form used for the Shelf Registration Statement, if required by the Securities Act or the Exchange Act, or if reasonably requested by the selling Holders or by the Initial Purchaser, and the Company shall furnish to the selling Holders, the Initial Purchaser, and the Trustee copies of any such supplement or amendment promptly after its filing with the SEC.

Section 3.3 — Shelf Registration Procedures.

(a) The Company shall furnish to each selling Holder named in the Shelf Registration Statement (and to each selling Holder's counsel, if any) copies of the prospectus and any prospectus supplement, including any preliminary prospectus, in such quantities as such selling Holder may reasonably request. The Company shall consent to the use of the prospectus and each prospectus supplement by each selling Holder in connection with the offering and sale of the Registrable Securities covered by the Shelf Registration Statement and the prospectus and any prospectus supplement thereto.

(b) The Company shall provide a reasonable number of copies of the Shelf Registration Statement (including any amendments and supplements thereto) and the prospectus (including any amendments and supplements thereto) to each selling Holder, to each underwriter (if any) participating in any offering of Registrable Securities pursuant to the Shelf Registration Statement, and to counsel for the selling Holders and for any such underwriter, in each case as reasonably requested by such persons.

(c) The Company shall promptly notify each selling Holder named in the Shelf Registration Statement and counsel for such Holders of (i) the occurrence of any event that requires the making of any changes in the Shelf Registration Statement or the prospectus so that the Shelf Registration Statement and the prospectus do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, (ii) the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iv) the filing by the Company of any post-effective amendment to the Shelf Registration Statement or any prospectus supplement relating thereto. Upon receiving any such notice, each selling Holder shall immediately discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement until such selling Holder receives copies of a supplemented or amended prospectus, or until such selling Holder is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, each selling Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such selling Holder's possession of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

ARTICLE 4

REGISTRATION PROCEDURES

Section 4.1 — General Obligations of the Company.

In connection with any Registration Statement filed or to be filed pursuant to this Agreement (whether an Exchange Offer Registration Statement or a Shelf Registration Statement), the Company shall:

(a) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be necessary to keep the Registration Statement continuously effective and the Prospectus usable for the applicable period required under this Agreement, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during such period;

(b) furnish to each Holder of Registrable Securities, the Initial Purchaser, and counsel for the Initial Purchaser (Pryor, Glendenning & Haas LLP, 51 West 52nd Street, 40th Floor, New York, New York 10019, Attention: David Glendenning) copies of the Registration Statement and any amendments or supplements thereto (including all exhibits and documents incorporated by reference therein) at least five business days prior to the filing thereof with the SEC, and shall consider in good faith any comments thereon received from such persons;

(c) use its commercially reasonable efforts to register or qualify the Exchange Notes or Registrable Securities, as applicable, under the securities or "blue sky" laws of such jurisdictions within the United States as the Initial Purchaser or the Holders of a majority in aggregate principal amount of the Registrable Securities may reasonably request, and to do any and all other acts and things that may be reasonably necessary or advisable to enable such Holders to consummate the disposition of their Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to (i) qualify generally to do business or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject, or (iii) consent to general service of process in any jurisdiction where it would not otherwise be subject to such service;

(d) promptly notify the Holders and the Initial Purchaser (and, if requested, confirm such notification in writing) of (i) the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Notes or Registrable Securities for sale in any jurisdiction or the initiation of any proceedings for such purpose, and (iii) the occurrence of any event that makes any statement made in any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated by reference therein, untrue in any material respect, or that requires the making of any changes in a Registration Statement or Prospectus so that it does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading;

(e) cause all Exchange Notes or Registrable Securities covered by the Registration Statement, as applicable, to be eligible for clearance and settlement through the facilities of DTC, and cooperate with DTC and the Trustee to facilitate the timely preparation and delivery of certificated or book-entry securities representing the Exchange Notes or Registrable Securities to be sold pursuant to the Registration Statement, which securities shall be in such denominations and registered in such names as the selling Holders or any underwriter may reasonably request;

(f) make available for inspection by any selling Holder, any underwriter participating in any disposition of Registrable Securities pursuant to the Shelf Registration Statement, and the respective counsel and accountants of the foregoing, all financial and other records, pertinent corporate documents, and properties of the Company as may be reasonably requested by any such persons, and cause the Company's officers, managers, employees, and independent auditors to supply all information reasonably requested by any such selling Holder, underwriter, or counsel in connection with the Shelf Registration Statement; provided, however, that any information that is designated in writing by the Company as confidential at the time of delivery of such information shall be kept confidential by such persons unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information, in the opinion of counsel to such person, is required by law, (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such person, or (iv) such information becomes available to such person on a non-confidential basis from a source other than the Company;

(g) use its commercially reasonable efforts to obtain a "cold comfort" letter (and, if applicable, a bring-down letter) from the Company's independent auditor, Clarendon Harris & Co. LLP (Engagement Partner: Martin Okafor), in customary form and covering such matters of the type customarily covered by cold comfort letters delivered in connection with public offerings of debt securities, addressed to the Initial Purchaser and, to the extent required by the applicable Registration Statement, any selling Holders, dated as of the effective date of the applicable Registration Statement and, if applicable, as of the closing date of any offering made pursuant to such Registration Statement;

(h) use its commercially reasonable efforts to cause the Exchange Notes or the Registrable Securities, as applicable, to be rated by Pinnacle Ratings Group, Inc. (or any successor nationally recognized statistical rating organization), which the Company has engaged for such purpose. The Company acknowledges that Pinnacle Ratings Group, Inc. provided an indicative rating of B+ (stable outlook) with respect to the Notes on March 30, 2022, in connection with the Company's preliminary discussions regarding the offering. The Company further acknowledges that such indicative rating was preliminary and non-binding, and that a formal rating was never published because the offering was terminated prior to the Closing Date;

(i) enter into such customary agreements (including, if applicable, an underwriting agreement in customary form in connection with any offering pursuant to a Shelf Registration Statement) and take such other actions as may be reasonably required in order to facilitate the registration and disposition of the Registrable Securities, including (i) making representations and warranties to the selling Holders and any underwriter in form, substance, and scope as are customarily made by issuers in secondary underwritten offerings, (ii) using its commercially reasonable efforts to obtain opinions of counsel to the Company (Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022, Attention: Robert Adeyemi) and updates thereof in customary form addressed to the selling Holders and any underwriter, and (iii) cooperating with any selling Holder and any underwriter to resolve any comments received from the SEC staff with respect to the Registration Statement; and

(j) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) as soon as reasonably practicable.

Section 4.2 — Holder Obligations.

(a) Each Holder of Registrable Securities shall furnish to the Company in writing such information regarding such Holder and the intended method of distribution of such Registrable Securities as may be reasonably required by the Company in order to effect the registration of such Registrable Securities, and the Company shall be entitled to exclude from registration any Registrable Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. Without limiting the generality of the foregoing, each Holder shall furnish to the Company a completed selling securityholder questionnaire in the form attached to the applicable Registration Statement (or in such other form as the Company may reasonably request).

(b) Each Holder shall cooperate with the Company, as reasonably requested, in the preparation and filing of any Registration Statement and any amendments or supplements thereto, and in the Company's efforts to cause such Registration Statement to become effective and to remain effective for the applicable period.

(c) Each Holder that is named as a selling securityholder in a Shelf Registration Statement shall promptly notify the Company upon the sale or other disposition of all Registrable Securities held by such Holder that are covered by such Shelf Registration Statement.

Section 4.3 — Suspension Periods.

(a) The Company may, upon written notice to the Holders (including by notice to the Trustee for delivery to the Holders), suspend the use of any Prospectus that is part of a Registration Statement (and thereby suspend the right of selling Holders to sell or otherwise dispose of Registrable Securities pursuant to such Registration Statement) for a period not to exceed 60 consecutive days in any 12-month period, and not to exceed an aggregate of 120 days in any 365-day period (each such period, a "Blackout Period"), if the Company's board of managers (or a duly authorized committee thereof) determines in good faith that:

(i) the disclosure of material non-public information in the Prospectus at such time would be materially adverse to the Company and its business, financial condition, or prospects; or

(ii) there exist material events or developments involving or relating to the Company that require additional disclosure in the Prospectus and that the Company is not yet in a position to disclose publicly.

(b) Any written notice delivered by the Company pursuant to Section 4.3(a) shall not specify the nature of the event giving rise to the Blackout Period. Each Holder that receives such notice shall keep the existence and contents of such notice confidential and shall not sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement during the Blackout Period.

(c) Any Blackout Period invoked by the Company pursuant to this Section 4.3 shall toll the applicable deadlines under this Agreement (including the Filing Deadline, the Consummation Deadline, and any other time periods set forth herein) on a day-for-day basis for the duration of such Blackout Period. For the avoidance of doubt, days during a Blackout Period shall not be counted for purposes of determining whether a Registration Default has occurred under Section 5.1 hereof.

(d) The Company shall promptly notify the Holders upon the termination of any Blackout Period and shall promptly prepare and file (if required) any amendments or supplements to the Prospectus necessary to resume the effectiveness and usability of the Registration Statement.

ARTICLE 5

ADDITIONAL INTEREST

Section 5.1 — Registration Default.

A "Registration Default" shall be deemed to have occurred if any of the following events shall occur:

(a) the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Deadline (which is the date that is 180 days after the Closing Date);

(b) the Exchange Offer has not been consummated on or prior to the Consummation Deadline (which is the date that is 270 days after the Closing Date);

(c) if a Shelf Registration Statement is required to be filed pursuant to Section 3.1 hereof, such Shelf Registration Statement has not been declared effective by the SEC within 90 days after the date on which the obligation to file such Shelf Registration Statement first arises under Section 3.1; or

(d) after any Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective by the SEC, such Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable for its intended purpose (in the case of the Exchange Offer Registration Statement, for consummation of the Exchange Offer or for resales by Participating Broker-Dealers, and in the case of a Shelf Registration Statement, for resales of Registrable Securities) at any time during the period such Registration Statement is required to remain effective under this Agreement, other than during a permitted Blackout Period.

For the avoidance of doubt, each of the events described in clauses (a) through (d) above shall constitute a separate Registration Default, and Additional Interest shall accrue separately with respect to each such Registration Default; provided, however, that in no event shall the aggregate rate of Additional Interest accruing on the Notes at any time exceed the maximum rate set forth in Section 5.2 hereof regardless of the number of Registration Defaults that may have occurred and be continuing at such time.

Section 5.2 — Accrual of Additional Interest.

(a) Upon the occurrence and during the continuance of a Registration Default, Additional Interest shall accrue on the Notes at a rate of 0.25% per annum for the first 90-day period immediately following the date on which such Registration Default occurs.

(b) The rate of Additional Interest shall increase by an additional 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum aggregate rate of Additional Interest of 1.00% per annum.

(c) Additional Interest shall accrue from and including the date on which the applicable Registration Default first occurs to, but excluding, the date on which all applicable Registration Defaults have been cured in accordance with Section 5.3 hereof.

(d) Additional Interest shall be payable on the same dates and in the same manner as regular interest on the Notes, as set forth in the Indenture and in the Notes. If the Notes provide for payment of interest semi-annually, Additional Interest shall be payable on the same semi-annual interest payment dates and shall be computed on the basis of a 360-day year consisting of twelve 30-day months, consistent with the interest computation methodology set forth in the Indenture.

(e) Additional Interest shall be in addition to, and not in lieu of, any other interest payable on the Notes pursuant to the terms of the Notes and the Indenture, and shall be payable to the Holders in whose names the Notes are registered on the applicable record date for the payment of interest under the Indenture.

(f) The Trustee shall be entitled to rely conclusively on an officers' certificate of the Company specifying the amount of Additional Interest, if any, that is payable on any interest payment date, and the Trustee shall have no independent obligation to determine or verify the occurrence or continuance of any Registration Default or the amount of Additional Interest payable.

Section 5.3 — Cure of Registration Default.

(a) A Registration Default under Section 5.1(a) shall be cured upon the filing of the Exchange Offer Registration Statement with the SEC (or, if a Shelf Registration Statement is required in lieu thereof, upon the filing of such Shelf Registration Statement with the SEC).

(b) A Registration Default under Section 5.1(b) shall be cured upon the consummation of the Exchange Offer in accordance with the terms of this Agreement (or, if a Shelf Registration Statement is required in lieu thereof, upon the effectiveness of such Shelf Registration Statement).

(c) A Registration Default under Section 5.1(c) shall be cured upon the declaration of effectiveness of the applicable Shelf Registration Statement by the SEC.

(d) A Registration Default under Section 5.1(d) shall be cured upon the date on which the applicable Registration Statement again becomes effective and the Prospectus contained therein again becomes usable for its intended purpose.

(e) Upon the cure of all then-existing Registration Defaults, Additional Interest shall cease to accrue on the Notes. For the avoidance of doubt, the cessation of accrual of Additional Interest upon the cure of a Registration Default shall not affect the obligation of the Company to pay any Additional Interest that has accrued prior to the date of such cure and remains unpaid as of such date.

Section 5.4 — Exclusive Remedy.

The payment of Additional Interest as provided in this Article 5 shall be the exclusive monetary remedy available to the Holders of the Notes for any Registration Default; provided, however, that nothing in this Section 5.4 shall be construed to limit or restrict the right of any Holder to seek specific performance, injunctive relief, or other equitable remedies in any court of competent jurisdiction to compel the Company's compliance with its obligations under this Agreement. The parties acknowledge that, pursuant to Section 7.12 hereof, monetary damages may not be an adequate remedy for a breach of the Company's obligations under this Agreement, and each party shall be entitled to seek equitable relief, including specific performance, without the necessity of proving the inadequacy of money damages as a remedy.

ARTICLE 6

INDEMNIFICATION AND CONTRIBUTION

Section 6.1 — Indemnification by the Company.

(a) The Company shall indemnify and hold harmless each Holder of Registrable Securities, the Initial Purchaser, and each of their respective officers, directors, partners, members, managers, employees, agents, and representatives, and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Holder Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, judgments, and expenses (including, without limitation, reasonable and documented fees, disbursements, and other charges of counsel), joint or several (collectively, "Losses"), to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions, proceedings, or investigations in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), any Prospectus (or any amendment or supplement thereto), any preliminary prospectus, or any "issuer free writing prospectus" (as defined in Rule 433 under the Securities Act) used by the Company in connection with the Exchange Offer or any offering made pursuant to the Shelf Registration Statement; or

(ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of a Prospectus, in light of the circumstances under which they were made, not misleading;

and the Company shall reimburse each such Holder Indemnified Party for any legal or other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating or defending against any Loss or any action, proceeding, or investigation in respect thereof.

(b) Notwithstanding the foregoing, the Company shall not be liable to any Holder Indemnified Party under this Section 6.1 for any Losses to the extent that such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission that was made in any Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use in such Registration Statement or Prospectus. In addition, the Company shall not be liable under this Section 6.1 for any Losses arising from the sale of Notes or Exchange Notes by any person (including any Holder) in violation of the registration requirements of the Securities Act or in violation of the terms and conditions of this Agreement, to the extent such violation caused or contributed to such Losses.

Section 6.2 — Indemnification by Holders.

(a) Each selling Holder shall, severally and not jointly, indemnify and hold harmless the Company, its officers (including, without limitation, Marcus J. Reinhart, Chief Executive Officer; Linda Shao-Perkins, Chief Financial Officer; and Douglas Evanston, General Counsel and Corporate Secretary), its managers, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Company Indemnified Parties"), from and against any and all Losses to which any such Company Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions, proceedings, or investigations in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, or preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such selling Holder specifically for use therein.

(b) Notwithstanding anything to the contrary contained herein, the liability of any selling Holder under this Section 6.2 shall not exceed the net proceeds received by such selling Holder from the sale of Notes or Exchange Notes pursuant to the Registration Statement giving rise to such liability.

Section 6.3 — Notices of Claims.

(a) Promptly after receipt by an indemnified party under this Article 6 of notice of the commencement of any action, suit, proceeding, investigation, or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, such indemnified party shall deliver to the indemnifying party a written notice thereof, together with copies of all notices, documents, and other information received by the indemnified party in connection therewith. The failure of any indemnified party to give timely notice as required by this Section 6.3(a) shall not relieve the indemnifying party of any liability that such indemnifying party may have to the indemnified party under this Article 6, except to the extent that the indemnifying party demonstrates that the defense of such action, suit, or proceeding has been actually and materially prejudiced by such failure to give timely notice.

(b) The indemnifying party shall be entitled to participate in the defense of any such action, suit, or proceeding and, to the extent that it shall elect (by delivering written notice to the indemnified party within 30 days after receipt of the notice described in Section 6.3(a)), to assume the defense thereof, with counsel that is reasonably satisfactory to the indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party). The indemnifying party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified parties in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances.

(c) No indemnifying party shall, without the prior written consent of the indemnified party, settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened action, suit, or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action, suit, or proceeding) unless (i) such settlement, compromise, or consent includes an unconditional release of each indemnified party from all liability arising out of such action, suit, or proceeding and (ii) does not include a statement or admission of fault, culpability, or failure to act by or on behalf of any indemnified party.

Section 6.4 — Contribution.

(a) If the indemnification provided in this Article 6 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any Losses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and of each selling Holder, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of each selling Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such selling Holder and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 6.4(a) above. The amount paid or payable by an indemnified party as a result of the Losses referred to in this Article 6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action, suit, or proceeding.

(c) No selling Holder shall be required to contribute any amount in excess of the net proceeds received by such selling Holder from the sale of the Notes or Exchange Notes pursuant to the applicable Registration Statement giving rise to the contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE 7

MISCELLANEOUS

Section 7.1 — Amendments and Waivers.

(a) This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Company and Holders holding a majority in aggregate principal amount of the then-outstanding Registrable Securities. Any amendment, modification, or supplement so executed shall be binding upon the Company, the Initial Purchaser, and all Holders of the Notes and Exchange Notes.

(b) Any waiver of compliance with any provision of this Agreement shall require the written consent of the Company and Holders holding a majority in aggregate principal amount of the then-outstanding Registrable Securities. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.

(c) Notwithstanding the foregoing provisions of this Section 7.1, no amendment, modification, supplement, or waiver that would adversely and disproportionately affect any Holder relative to the other Holders shall be effective against such Holder without the prior written consent of such affected Holder.

Section 7.2 — Notices.

All notices, requests, demands, claims, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, (ii) sent by nationally recognized overnight courier (with confirmation of delivery), or (iii) sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as any party may from time to time designate by written notice to the other parties):

If to the Company:

Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309

Attention: Douglas Evanston, General Counsel & Corporate Secretary

Telephone: (515) 555-2400

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

Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022

Attention: Robert Adeyemi

Telephone: (212) 555-6100

If to the Initial Purchaser:

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

Attention: Thomas Reardon, Managing Director, Leveraged Finance

REGISTRATION RIGHTS AGREEMENT
DRAFT — June 15, 2022
EXECUTION COPY — SUBJECT TO COMPLETION AND REVISION — NEVER EXECUTED
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 15, 2022, is entered into by and between Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Company" or the "Issuer"), and Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser"), for the benefit of the Holders (as defined herein) from time to time of the Notes (as defined herein).
This Agreement relates to the offering by the Company of $30,000,000 aggregate principal amount of its Senior Unsecured Notes due June 30, 2027 (the "Notes").
RECITALS
WHEREAS, the Company and the Initial Purchaser have entered into, or anticipate entering into, a Purchase Agreement dated as of June 20, 2022 (the "Purchase Agreement"), pursuant to which the Company proposes to issue and sell to the Initial Purchaser, and the Initial Purchaser proposes to purchase from the Company, $30,000,000 aggregate principal amount of the Company's Senior Unsecured Notes due 2027 (the "Notes");
WHEREAS, the issuance and sale of the Notes to the Initial Purchaser pursuant to the Purchase Agreement is intended to be a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, and the Notes are to be resold by the Initial Purchaser to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, in reliance on the exemption from registration provided by Rule 144A;
WHEREAS, as a condition to the Initial Purchaser's obligations under the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement with respect to the Notes for the benefit of the Holders thereof;
WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Closing Date (as defined below), by and between the Company and Heartland Trust Company, National Association, as trustee (the "Trustee"); and
WHEREAS, the Company desires to grant the registration rights provided herein in order to induce the Initial Purchaser to enter into the Purchase Agreement and to consummate the transactions contemplated thereby.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions, and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE 1
DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Additional Interest" means the additional interest accruing on the Notes as specified in Section 5.2 hereof upon the occurrence and during the continuance of a Registration Default (as defined in Section 5.1 hereof).
"Agreement" means this Registration Rights Agreement, as it may be amended, modified, or supplemented from time to time in accordance with its terms.
"Blackout Period" has the meaning set forth in Section 4.3 hereof.
"Broker-Dealer" means any broker or dealer registered as such under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
"Closing Date" means the date on which the Notes are initially issued and delivered to the Initial Purchaser under the Purchase Agreement. The Closing Date was targeted as June 30, 2022; however, the offering was terminated prior to such date and the Notes were never issued.
"Company" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, with its principal office located at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309, and its successors and assigns.
"Consummation Deadline" means the date that is 270 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Consummation Deadline would have been approximately March 28, 2023.
"DTC" means The Depository Trust Company, or any successor thereto.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Exchange Agent" means the Trustee, or such other institution as may be designated by the Company and reasonably acceptable to the Initial Purchaser, to serve as exchange agent in connection with the Exchange Offer.
"Exchange Notes" means the senior unsecured notes due 2027 to be issued by the Company under the Indenture in exchange for the Notes pursuant to the Exchange Offer. The Exchange Notes shall be identical in all material respects to the Notes except that the Exchange Notes will not contain transfer restrictions applicable to the Notes, will not contain the registration rights provisions set forth in this Agreement, and will not bear legends restricting their transfer.
"Exchange Offer" means the offer by the Company to exchange Exchange Notes for all outstanding Notes pursuant to the Exchange Offer Registration Statement, on the terms and subject to the conditions set forth herein and in the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" means the registration statement filed, or to be filed, by the Company with the SEC on Form S-1 (or such other applicable form under the Securities Act as may then be available to the Company) with respect to the Exchange Offer, including the prospectus included therein, all amendments and supplements thereto, and all exhibits and materials incorporated by reference therein.
"Filing Deadline" means the date that is 180 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Filing Deadline would have been approximately December 27, 2022.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Holder" means any holder of Registrable Securities, including the Initial Purchaser, to the extent it holds Notes following the Closing Date, and any transferee that becomes a Holder pursuant to Section 7.3 hereof.
"Indenture" means the Indenture to be dated as of the Closing Date, by and between the Company and Heartland Trust Company, National Association, as trustee, providing for the issuance of the Notes and the Exchange Notes, as the same may be amended, supplemented, waived, or otherwise modified from time to time in accordance with its terms.
"Initial Purchaser" means Ridgeline Securities LLC, a Delaware limited liability company and FINRA member broker-dealer, with its principal office located at 399 Park Avenue South, 22nd Floor, New York, New York 10016.
"Issuer" has the same meaning as "Company."
"Notes" means the $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027, to be issued by the Company under the Indenture. The following securities identifiers were reserved in connection with the Notes but were never activated: CUSIP 39572L AA 3; ISIN US39572LAA35.
"Participating Broker-Dealer" means any Broker-Dealer that receives Exchange Notes in the Exchange Offer for Notes that were acquired by such Broker-Dealer as a result of market-making activities or other trading activities (and not as compensation for services rendered to the Company or any of its affiliates).
"Prospectus" means the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion, any preliminary prospectus, and any prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to any such prospectus, including post-effective amendments thereto, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.
"Purchase Agreement" means the Purchase Agreement dated as of June 20, 2022, by and between the Company and the Initial Purchaser, as the same may be amended, supplemented, or otherwise modified from time to time.
"QIB" means a "qualified institutional buyer" as such term is defined in Rule 144A under the Securities Act.
"Registrable Securities" means the Notes; provided, however, that Notes shall cease to be Registrable Securities when (i) an Exchange Offer Registration Statement with respect to such Notes has been declared effective under the Securities Act and the Holders thereof have exchanged such Notes for Exchange Notes in the Exchange Offer, (ii) such Notes have been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, or (iii) such Notes are eligible for resale pursuant to Rule 144 under the Securities Act without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement of Rule 144(c)(1) (or any successor provision).
"Registration Default" has the meaning set forth in Section 5.1 hereof.
"Registration Statement" means any Exchange Offer Registration Statement or Shelf Registration Statement, as applicable, including the Prospectus contained therein, all amendments and supplements to such registration statement or prospectus, and all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
"Rule 144" means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.
"Rule 144A" means Rule 144A under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.
"Rule 415" means Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.
"SEC" means the U.S. Securities and Exchange Commission, or any successor governmental agency.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Shelf Registration Statement" means a registration statement filed, or to be filed, by the Company pursuant to Section 3 hereof covering the resale of Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, including the prospectus included therein, all amendments and supplements thereto, and all exhibits and materials incorporated by reference therein.
"Trustee" means Heartland Trust Company, National Association, in its capacity as trustee under the Indenture, with its corporate trust office located at 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606.
Section 1.2 — Rules of Construction.
(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Indenture or the Purchase Agreement, as applicable.
(b) Unless the context otherwise requires, all references in this Agreement to sections, articles, and exhibits are to the sections, articles, and exhibits of and to this Agreement.
(c) The section and article headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
(d) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
(e) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(f) References to any statute, rule, or regulation shall be deemed to refer to such statute, rule, or regulation as amended from time to time and to any successor statute, rule, or regulation.
ARTICLE 2
EXCHANGE OFFER REGISTRATION
Section 2.1 — Filing of Exchange Offer Registration Statement.
(a) The Company shall use its commercially reasonable efforts to prepare and file with the SEC an Exchange Offer Registration Statement on the appropriate form under the Securities Act (which shall be Form S-1 or such other form as may then be available to the Company) with respect to a proposed Exchange Offer.
(b) The Exchange Offer Registration Statement shall be filed with the SEC no later than the Filing Deadline, which is the date that is 180 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Filing Deadline would have been approximately December 27, 2022.
(c) The Exchange Offer Registration Statement shall cover the offer by the Company to exchange Exchange Notes for all outstanding Notes on a dollar-for-dollar basis (i.e., $1.00 principal amount of Exchange Notes for each $1.00 principal amount of Notes tendered in the Exchange Offer). No cash consideration shall be paid to Holders in connection with the Exchange Offer, and the Company shall not receive any cash proceeds from the issuance of Exchange Notes in the Exchange Offer.
(d) The Exchange Notes to be issued pursuant to the Exchange Offer shall be identical in all material respects to the Notes, including with respect to the principal amount, interest rate, maturity date, redemption provisions, covenants, and other terms and conditions set forth in the Indenture, except that the Exchange Notes shall not contain (i) the transfer restrictions applicable to the Notes, (ii) the registration rights and Additional Interest provisions set forth in this Agreement and in the Notes, or (iii) any restrictive legend relating to such transfer restrictions and registration rights.
(e) The Exchange Notes shall be issued under the same Indenture pursuant to which the Notes were issued, and the Exchange Notes shall be treated as a single series with any outstanding Notes that are not exchanged in the Exchange Offer for all purposes under the Indenture.
Section 2.2 — Effectiveness and Consummation of Exchange Offer.
(a) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective by the SEC as promptly as practicable after the filing thereof. The Company shall respond to any comments received from the SEC staff with respect to the Exchange Offer Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to resolve any such comments.
(b) The Company shall use its commercially reasonable efforts to consummate the Exchange Offer no later than the Consummation Deadline, which is the date that is 270 days after the Closing Date. If the Closing Date had occurred on June 30, 2022 (the targeted issuance date), the Consummation Deadline would have been approximately March 28, 2023.
(c) The Exchange Offer shall remain open for a period of not less than 20 business days (or such longer period as may be required by applicable law, rule, or regulation, including Rule 14e-1 under the Exchange Act) from the date notice of the Exchange Offer is first mailed or otherwise sent to Holders of the Notes. The Company shall not terminate the Exchange Offer prior to the expiration of such minimum period.
(d) Each Holder of Notes who validly tenders (and does not validly withdraw) Notes in the Exchange Offer prior to the expiration thereof shall receive Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of Notes so tendered by such Holder. The Exchange Notes shall bear interest from the most recent date to which interest on the Notes has been paid, or, if no interest has been paid on the Notes, from the date of original issuance of the Notes.
Section 2.3 — Exchange Offer Procedures.
(a) The Company shall mail or cause to be mailed (or otherwise transmit in accordance with applicable law and the rules and regulations of DTC) to each registered Holder of the Notes, at the address appearing in the register maintained by the Trustee, a notice of the Exchange Offer (the "Exchange Offer Notice") and an appropriate letter of transmittal and related documents.
(b) The Exchange Offer Notice shall describe the terms and conditions of the Exchange Offer in reasonable detail, specify the period during which Notes may be tendered for exchange, identify the Exchange Agent, describe the procedures for tendering Notes (including through DTC's Automated Tender Offer Program ("ATOP") or any successor program), describe the procedures for withdrawal of tendered Notes, and set forth the other terms and conditions of the Exchange Offer.
(c) The Company shall designate Heartland Trust Company, National Association (as Trustee under the Indenture) as the Exchange Agent for the Exchange Offer, or such other financial institution reasonably acceptable to the Initial Purchaser. The Company shall enter into an exchange agent agreement with the Exchange Agent containing customary provisions for transactions of the nature contemplated hereby.
(d) Upon the terms and subject to the conditions of the Exchange Offer, the Company shall accept for exchange all Notes validly tendered and not withdrawn prior to the expiration of the Exchange Offer. The Company shall not be permitted to extend the Exchange Offer beyond the Consummation Deadline, except to the extent required by applicable law or regulation.
(e) The Company shall issue and deliver (or cause the Exchange Agent to issue and deliver) the Exchange Notes to tendering Holders promptly, and in any event within five business days, after the expiration of the Exchange Offer and the acceptance of the tendered Notes for exchange. Delivery of Exchange Notes shall be made through the facilities of DTC in book-entry form to the extent the tendered Notes were held in book-entry form, or by physical delivery of certificated Exchange Notes, as applicable.
(f) The Company shall cause the Exchange Offer to comply in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, including Regulation M under the Exchange Act to the extent applicable.
Section 2.4 — Conditions to Exchange Offer.
The Exchange Offer shall not be subject to any conditions other than the following:
(a) the Exchange Offer Registration Statement shall have been declared effective by the SEC, and such effectiveness shall not have been suspended or withdrawn, and no stop order with respect thereto shall be in effect;
(b) no stop order shall have been issued by the SEC, and no proceeding for such purpose shall have been initiated or, to the knowledge of the Company, threatened by the SEC;
(c) the Exchange Offer and the issuance of Exchange Notes in connection therewith shall not violate any applicable law, statute, rule, regulation, or interpretation of the staff of the SEC;
(d) no action, suit, or proceeding shall have been instituted or threatened in any court or by or before any governmental authority or agency that would reasonably be expected to prohibit, prevent, or materially impair the ability of the Company to consummate the Exchange Offer or that would reasonably be expected to result in a material adverse effect on the Company if the Exchange Offer were consummated; and
(e) the Company shall have obtained all governmental approvals and consents, if any, necessary for the lawful consummation of the Exchange Offer and the issuance of the Exchange Notes.
The conditions set forth in this Section 2.4 are for the sole benefit of the Company and may be waived by the Company, in whole or in part, at any time and from time to time, in the Company's sole discretion. The failure of the Company at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.
Section 2.5 — Participating Broker-Dealers.
(a) Each Broker-Dealer that receives Exchange Notes in the Exchange Offer for Notes that were acquired by such Broker-Dealer as a result of market-making activities or other trading activities (and not as compensation for services rendered to the Company or any of its affiliates) may be deemed an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.
(b) The Company acknowledges that, pursuant to current SEC interpretations, each Participating Broker-Dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for Notes that were acquired by such Participating Broker-Dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with any resale of such Exchange Notes. Accordingly, the Company shall include in the Exchange Offer Registration Statement a prospectus that satisfies the requirements of Section 10 of the Securities Act and that may be used by any such Participating Broker-Dealer in connection with the resale of Exchange Notes received by such Participating Broker-Dealer in the Exchange Offer.
(c) The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and the prospectus contained therein usable for a period of 180 days from the consummation of the Exchange Offer (or such shorter period as may be necessary to permit all Participating Broker-Dealers to complete their resales of Exchange Notes received in the Exchange Offer), for the purpose of permitting Participating Broker-Dealers to resell Exchange Notes received in the Exchange Offer.
(d) A Participating Broker-Dealer that delivers a prospectus to purchasers in connection with resales of Exchange Notes shall not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act solely by reason of such delivery of a prospectus.
ARTICLE 3
SHELF REGISTRATION
Section 3.1 — Obligation to File Shelf Registration Statement.
If any of the following events shall occur, the Company shall use its commercially reasonable efforts to file with the SEC, and thereafter to cause to become effective, a Shelf Registration Statement covering the resale of the applicable Registrable Securities:
(a) the Company is not permitted to effect the Exchange Offer because of any change in law, rule, regulation, or applicable SEC interpretation that would render the Exchange Offer impermissible or would not permit the Exchange Notes issued in the Exchange Offer to be freely tradeable by Holders thereof (other than Participating Broker-Dealers) without registration under the Securities Act;
(b) the Exchange Offer Registration Statement is not declared effective by the SEC within the time periods specified in Section 2.2 hereof, or the Exchange Offer is not consummated on or prior to the Consummation Deadline for any reason other than a breach by the tendering Holders of their obligations under this Agreement;
(c) any Holder of Notes notifies the Company in writing within 20 business days after the consummation of the Exchange Offer that:
(i) such Holder is prohibited by applicable law or SEC policy from participating in the Exchange Offer;
(ii) such Holder is a Broker-Dealer that holds Notes acquired directly from the Company or any of its affiliates (and not through market-making activities or other trading activities); or
(iii) such Holder's Notes are not eligible to be exchanged in the Exchange Offer for Exchange Notes that would, upon receipt, be freely tradeable by such Holder (other than by reason of such Holder being an affiliate of the Company) without registration under the Securities Act and without any restrictions on transfer;
then, in each such case, the Company shall use its commercially reasonable efforts to file with the SEC a Shelf Registration Statement on Form S-1 (or such other form as may then be available to the Company under the Securities Act) covering the resale of such Registrable Securities, as promptly as practicable after the occurrence of the event giving rise to the obligation. In the case of clauses (a) or (b) above, the Shelf Registration Statement shall cover the resale of all outstanding Registrable Securities. In the case of clause (c) above, the Shelf Registration Statement shall cover the resale of the Registrable Securities held by the Holders that provided the notice described therein.
Section 3.2 — Effectiveness of Shelf Registration Statement.
(a) The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement filed pursuant to Section 3.1 hereof to be declared effective by the SEC as promptly as practicable after the filing thereof. The Company shall respond to any comments received from the SEC staff with respect to the Shelf Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to resolve any such comments expeditiously.
(b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and the prospectus contained therein usable for resales of Registrable Securities for a period ending on the earlier of:
(i) the date that is two years after the Closing Date; and
(ii) the date on which all Notes covered by the Shelf Registration Statement have been sold pursuant thereto or otherwise cease to be Registrable Securities (as determined in accordance with the definition of "Registrable Securities" set forth in Section 1.1 hereof).
(c) The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations, or instructions applicable to the registration form used for the Shelf Registration Statement, if required by the Securities Act or the Exchange Act, or if reasonably requested by the selling Holders or by the Initial Purchaser, and the Company shall furnish to the selling Holders, the Initial Purchaser, and the Trustee copies of any such supplement or amendment promptly after its filing with the SEC.
Section 3.3 — Shelf Registration Procedures.
(a) The Company shall furnish to each selling Holder named in the Shelf Registration Statement (and to each selling Holder's counsel, if any) copies of the prospectus and any prospectus supplement, including any preliminary prospectus, in such quantities as such selling Holder may reasonably request. The Company shall consent to the use of the prospectus and each prospectus supplement by each selling Holder in connection with the offering and sale of the Registrable Securities covered by the Shelf Registration Statement and the prospectus and any prospectus supplement thereto.
(b) The Company shall provide a reasonable number of copies of the Shelf Registration Statement (including any amendments and supplements thereto) and the prospectus (including any amendments and supplements thereto) to each selling Holder, to each underwriter (if any) participating in any offering of Registrable Securities pursuant to the Shelf Registration Statement, and to counsel for the selling Holders and for any such underwriter, in each case as reasonably requested by such persons.
(c) The Company shall promptly notify each selling Holder named in the Shelf Registration Statement and counsel for such Holders of (i) the occurrence of any event that requires the making of any changes in the Shelf Registration Statement or the prospectus so that the Shelf Registration Statement and the prospectus do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, (ii) the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iv) the filing by the Company of any post-effective amendment to the Shelf Registration Statement or any prospectus supplement relating thereto. Upon receiving any such notice, each selling Holder shall immediately discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement until such selling Holder receives copies of a supplemented or amended prospectus, or until such selling Holder is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, each selling Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such selling Holder's possession of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
ARTICLE 4
REGISTRATION PROCEDURES
Section 4.1 — General Obligations of the Company.
In connection with any Registration Statement filed or to be filed pursuant to this Agreement (whether an Exchange Offer Registration Statement or a Shelf Registration Statement), the Company shall:
(a) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be necessary to keep the Registration Statement continuously effective and the Prospectus usable for the applicable period required under this Agreement, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during such period;
(b) furnish to each Holder of Registrable Securities, the Initial Purchaser, and counsel for the Initial Purchaser (Pryor, Glendenning & Haas LLP, 51 West 52nd Street, 40th Floor, New York, New York 10019, Attention: David Glendenning) copies of the Registration Statement and any amendments or supplements thereto (including all exhibits and documents incorporated by reference therein) at least five business days prior to the filing thereof with the SEC, and shall consider in good faith any comments thereon received from such persons;
(c) use its commercially reasonable efforts to register or qualify the Exchange Notes or Registrable Securities, as applicable, under the securities or "blue sky" laws of such jurisdictions within the United States as the Initial Purchaser or the Holders of a majority in aggregate principal amount of the Registrable Securities may reasonably request, and to do any and all other acts and things that may be reasonably necessary or advisable to enable such Holders to consummate the disposition of their Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to (i) qualify generally to do business or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject, or (iii) consent to general service of process in any jurisdiction where it would not otherwise be subject to such service;
(d) promptly notify the Holders and the Initial Purchaser (and, if requested, confirm such notification in writing) of (i) the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Notes or Registrable Securities for sale in any jurisdiction or the initiation of any proceedings for such purpose, and (iii) the occurrence of any event that makes any statement made in any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated by reference therein, untrue in any material respect, or that requires the making of any changes in a Registration Statement or Prospectus so that it does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading;
(e) cause all Exchange Notes or Registrable Securities covered by the Registration Statement, as applicable, to be eligible for clearance and settlement through the facilities of DTC, and cooperate with DTC and the Trustee to facilitate the timely preparation and delivery of certificated or book-entry securities representing the Exchange Notes or Registrable Securities to be sold pursuant to the Registration Statement, which securities shall be in such denominations and registered in such names as the selling Holders or any underwriter may reasonably request;
(f) make available for inspection by any selling Holder, any underwriter participating in any disposition of Registrable Securities pursuant to the Shelf Registration Statement, and the respective counsel and accountants of the foregoing, all financial and other records, pertinent corporate documents, and properties of the Company as may be reasonably requested by any such persons, and cause the Company's officers, managers, employees, and independent auditors to supply all information reasonably requested by any such selling Holder, underwriter, or counsel in connection with the Shelf Registration Statement; provided, however, that any information that is designated in writing by the Company as confidential at the time of delivery of such information shall be kept confidential by such persons unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information, in the opinion of counsel to such person, is required by law, (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such person, or (iv) such information becomes available to such person on a non-confidential basis from a source other than the Company;
(g) use its commercially reasonable efforts to obtain a "cold comfort" letter (and, if applicable, a bring-down letter) from the Company's independent auditor, Clarendon Harris & Co. LLP (Engagement Partner: Martin Okafor), in customary form and covering such matters of the type customarily covered by cold comfort letters delivered in connection with public offerings of debt securities, addressed to the Initial Purchaser and, to the extent required by the applicable Registration Statement, any selling Holders, dated as of the effective date of the applicable Registration Statement and, if applicable, as of the closing date of any offering made pursuant to such Registration Statement;
(h) use its commercially reasonable efforts to cause the Exchange Notes or the Registrable Securities, as applicable, to be rated by Pinnacle Ratings Group, Inc. (or any successor nationally recognized statistical rating organization), which the Company has engaged for such purpose. The Company acknowledges that Pinnacle Ratings Group, Inc. provided an indicative rating of B+ (stable outlook) with respect to the Notes on March 30, 2022, in connection with the Company's preliminary discussions regarding the offering. The Company further acknowledges that such indicative rating was preliminary and non-binding, and that a formal rating was never published because the offering was terminated prior to the Closing Date;
(i) enter into such customary agreements (including, if applicable, an underwriting agreement in customary form in connection with any offering pursuant to a Shelf Registration Statement) and take such other actions as may be reasonably required in order to facilitate the registration and disposition of the Registrable Securities, including (i) making representations and warranties to the selling Holders and any underwriter in form, substance, and scope as are customarily made by issuers in secondary underwritten offerings, (ii) using its commercially reasonable efforts to obtain opinions of counsel to the Company (Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022, Attention: Robert Adeyemi) and updates thereof in customary form addressed to the selling Holders and any underwriter, and (iii) cooperating with any selling Holder and any underwriter to resolve any comments received from the SEC staff with respect to the Registration Statement; and
(j) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) as soon as reasonably practicable.
Section 4.2 — Holder Obligations.
(a) Each Holder of Registrable Securities shall furnish to the Company in writing such information regarding such Holder and the intended method of distribution of such Registrable Securities as may be reasonably required by the Company in order to effect the registration of such Registrable Securities, and the Company shall be entitled to exclude from registration any Registrable Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. Without limiting the generality of the foregoing, each Holder shall furnish to the Company a completed selling securityholder questionnaire in the form attached to the applicable Registration Statement (or in such other form as the Company may reasonably request).
(b) Each Holder shall cooperate with the Company, as reasonably requested, in the preparation and filing of any Registration Statement and any amendments or supplements thereto, and in the Company's efforts to cause such Registration Statement to become effective and to remain effective for the applicable period.
(c) Each Holder that is named as a selling securityholder in a Shelf Registration Statement shall promptly notify the Company upon the sale or other disposition of all Registrable Securities held by such Holder that are covered by such Shelf Registration Statement.
Section 4.3 — Suspension Periods.
(a) The Company may, upon written notice to the Holders (including by notice to the Trustee for delivery to the Holders), suspend the use of any Prospectus that is part of a Registration Statement (and thereby suspend the right of selling Holders to sell or otherwise dispose of Registrable Securities pursuant to such Registration Statement) for a period not to exceed 60 consecutive days in any 12-month period, and not to exceed an aggregate of 120 days in any 365-day period (each such period, a "Blackout Period"), if the Company's board of managers (or a duly authorized committee thereof) determines in good faith that:
(i) the disclosure of material non-public information in the Prospectus at such time would be materially adverse to the Company and its business, financial condition, or prospects; or
(ii) there exist material events or developments involving or relating to the Company that require additional disclosure in the Prospectus and that the Company is not yet in a position to disclose publicly.
(b) Any written notice delivered by the Company pursuant to Section 4.3(a) shall not specify the nature of the event giving rise to the Blackout Period. Each Holder that receives such notice shall keep the existence and contents of such notice confidential and shall not sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement during the Blackout Period.
(c) Any Blackout Period invoked by the Company pursuant to this Section 4.3 shall toll the applicable deadlines under this Agreement (including the Filing Deadline, the Consummation Deadline, and any other time periods set forth herein) on a day-for-day basis for the duration of such Blackout Period. For the avoidance of doubt, days during a Blackout Period shall not be counted for purposes of determining whether a Registration Default has occurred under Section 5.1 hereof.
(d) The Company shall promptly notify the Holders upon the termination of any Blackout Period and shall promptly prepare and file (if required) any amendments or supplements to the Prospectus necessary to resume the effectiveness and usability of the Registration Statement.
ARTICLE 5
ADDITIONAL INTEREST
Section 5.1 — Registration Default.
A "Registration Default" shall be deemed to have occurred if any of the following events shall occur:
(a) the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Deadline (which is the date that is 180 days after the Closing Date);
(b) the Exchange Offer has not been consummated on or prior to the Consummation Deadline (which is the date that is 270 days after the Closing Date);
(c) if a Shelf Registration Statement is required to be filed pursuant to Section 3.1 hereof, such Shelf Registration Statement has not been declared effective by the SEC within 90 days after the date on which the obligation to file such Shelf Registration Statement first arises under Section 3.1; or
(d) after any Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective by the SEC, such Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable for its intended purpose (in the case of the Exchange Offer Registration Statement, for consummation of the Exchange Offer or for resales by Participating Broker-Dealers, and in the case of a Shelf Registration Statement, for resales of Registrable Securities) at any time during the period such Registration Statement is required to remain effective under this Agreement, other than during a permitted Blackout Period.
For the avoidance of doubt, each of the events described in clauses (a) through (d) above shall constitute a separate Registration Default, and Additional Interest shall accrue separately with respect to each such Registration Default; provided, however, that in no event shall the aggregate rate of Additional Interest accruing on the Notes at any time exceed the maximum rate set forth in Section 5.2 hereof regardless of the number of Registration Defaults that may have occurred and be continuing at such time.
Section 5.2 — Accrual of Additional Interest.
(a) Upon the occurrence and during the continuance of a Registration Default, Additional Interest shall accrue on the Notes at a rate of 0.25% per annum for the first 90-day period immediately following the date on which such Registration Default occurs.
(b) The rate of Additional Interest shall increase by an additional 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum aggregate rate of Additional Interest of 1.00% per annum.
(c) Additional Interest shall accrue from and including the date on which the applicable Registration Default first occurs to, but excluding, the date on which all applicable Registration Defaults have been cured in accordance with Section 5.3 hereof.
(d) Additional Interest shall be payable on the same dates and in the same manner as regular interest on the Notes, as set forth in the Indenture and in the Notes. If the Notes provide for payment of interest semi-annually, Additional Interest shall be payable on the same semi-annual interest payment dates and shall be computed on the basis of a 360-day year consisting of twelve 30-day months, consistent with the interest computation methodology set forth in the Indenture.
(e) Additional Interest shall be in addition to, and not in lieu of, any other interest payable on the Notes pursuant to the terms of the Notes and the Indenture, and shall be payable to the Holders in whose names the Notes are registered on the applicable record date for the payment of interest under the Indenture.
(f) The Trustee shall be entitled to rely conclusively on an officers' certificate of the Company specifying the amount of Additional Interest, if any, that is payable on any interest payment date, and the Trustee shall have no independent obligation to determine or verify the occurrence or continuance of any Registration Default or the amount of Additional Interest payable.
Section 5.3 — Cure of Registration Default.
(a) A Registration Default under Section 5.1(a) shall be cured upon the filing of the Exchange Offer Registration Statement with the SEC (or, if a Shelf Registration Statement is required in lieu thereof, upon the filing of such Shelf Registration Statement with the SEC).
(b) A Registration Default under Section 5.1(b) shall be cured upon the consummation of the Exchange Offer in accordance with the terms of this Agreement (or, if a Shelf Registration Statement is required in lieu thereof, upon the effectiveness of such Shelf Registration Statement).
(c) A Registration Default under Section 5.1(c) shall be cured upon the declaration of effectiveness of the applicable Shelf Registration Statement by the SEC.
(d) A Registration Default under Section 5.1(d) shall be cured upon the date on which the applicable Registration Statement again becomes effective and the Prospectus contained therein again becomes usable for its intended purpose.
(e) Upon the cure of all then-existing Registration Defaults, Additional Interest shall cease to accrue on the Notes. For the avoidance of doubt, the cessation of accrual of Additional Interest upon the cure of a Registration Default shall not affect the obligation of the Company to pay any Additional Interest that has accrued prior to the date of such cure and remains unpaid as of such date.
Section 5.4 — Exclusive Remedy.
The payment of Additional Interest as provided in this Article 5 shall be the exclusive monetary remedy available to the Holders of the Notes for any Registration Default; provided, however, that nothing in this Section 5.4 shall be construed to limit or restrict the right of any Holder to seek specific performance, injunctive relief, or other equitable remedies in any court of competent jurisdiction to compel the Company's compliance with its obligations under this Agreement. The parties acknowledge that, pursuant to Section 7.12 hereof, monetary damages may not be an adequate remedy for a breach of the Company's obligations under this Agreement, and each party shall be entitled to seek equitable relief, including specific performance, without the necessity of proving the inadequacy of money damages as a remedy.
ARTICLE 6
INDEMNIFICATION AND CONTRIBUTION
Section 6.1 — Indemnification by the Company.
(a) The Company shall indemnify and hold harmless each Holder of Registrable Securities, the Initial Purchaser, and each of their respective officers, directors, partners, members, managers, employees, agents, and representatives, and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Holder Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, judgments, and expenses (including, without limitation, reasonable and documented fees, disbursements, and other charges of counsel), joint or several (collectively, "Losses"), to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions, proceedings, or investigations in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), any Prospectus (or any amendment or supplement thereto), any preliminary prospectus, or any "issuer free writing prospectus" (as defined in Rule 433 under the Securities Act) used by the Company in connection with the Exchange Offer or any offering made pursuant to the Shelf Registration Statement; or
(ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of a Prospectus, in light of the circumstances under which they were made, not misleading;
and the Company shall reimburse each such Holder Indemnified Party for any legal or other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating or defending against any Loss or any action, proceeding, or investigation in respect thereof.
(b) Notwithstanding the foregoing, the Company shall not be liable to any Holder Indemnified Party under this Section 6.1 for any Losses to the extent that such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission that was made in any Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use in such Registration Statement or Prospectus. In addition, the Company shall not be liable under this Section 6.1 for any Losses arising from the sale of Notes or Exchange Notes by any person (including any Holder) in violation of the registration requirements of the Securities Act or in violation of the terms and conditions of this Agreement, to the extent such violation caused or contributed to such Losses.
Section 6.2 — Indemnification by Holders.
(a) Each selling Holder shall, severally and not jointly, indemnify and hold harmless the Company, its officers (including, without limitation, Marcus J. Reinhart, Chief Executive Officer; Linda Shao-Perkins, Chief Financial Officer; and Douglas Evanston, General Counsel and Corporate Secretary), its managers, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Company Indemnified Parties"), from and against any and all Losses to which any such Company Indemnified Party may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions, proceedings, or investigations in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, or preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such selling Holder specifically for use therein.
(b) Notwithstanding anything to the contrary contained herein, the liability of any selling Holder under this Section 6.2 shall not exceed the net proceeds received by such selling Holder from the sale of Notes or Exchange Notes pursuant to the Registration Statement giving rise to such liability.
Section 6.3 — Notices of Claims.
(a) Promptly after receipt by an indemnified party under this Article 6 of notice of the commencement of any action, suit, proceeding, investigation, or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, such indemnified party shall deliver to the indemnifying party a written notice thereof, together with copies of all notices, documents, and other information received by the indemnified party in connection therewith. The failure of any indemnified party to give timely notice as required by this Section 6.3(a) shall not relieve the indemnifying party of any liability that such indemnifying party may have to the indemnified party under this Article 6, except to the extent that the indemnifying party demonstrates that the defense of such action, suit, or proceeding has been actually and materially prejudiced by such failure to give timely notice.
(b) The indemnifying party shall be entitled to participate in the defense of any such action, suit, or proceeding and, to the extent that it shall elect (by delivering written notice to the indemnified party within 30 days after receipt of the notice described in Section 6.3(a)), to assume the defense thereof, with counsel that is reasonably satisfactory to the indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party). The indemnifying party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified parties in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances.
(c) No indemnifying party shall, without the prior written consent of the indemnified party, settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened action, suit, or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action, suit, or proceeding) unless (i) such settlement, compromise, or consent includes an unconditional release of each indemnified party from all liability arising out of such action, suit, or proceeding and (ii) does not include a statement or admission of fault, culpability, or failure to act by or on behalf of any indemnified party.
Section 6.4 — Contribution.
(a) If the indemnification provided in this Article 6 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any Losses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and of each selling Holder, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of each selling Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such selling Holder and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
(b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 6.4(a) above. The amount paid or payable by an indemnified party as a result of the Losses referred to in this Article 6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action, suit, or proceeding.
(c) No selling Holder shall be required to contribute any amount in excess of the net proceeds received by such selling Holder from the sale of the Notes or Exchange Notes pursuant to the applicable Registration Statement giving rise to the contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE 7
MISCELLANEOUS
Section 7.1 — Amendments and Waivers.
(a) This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Company and Holders holding a majority in aggregate principal amount of the then-outstanding Registrable Securities. Any amendment, modification, or supplement so executed shall be binding upon the Company, the Initial Purchaser, and all Holders of the Notes and Exchange Notes.
(b) Any waiver of compliance with any provision of this Agreement shall require the written consent of the Company and Holders holding a majority in aggregate principal amount of the then-outstanding Registrable Securities. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.
(c) Notwithstanding the foregoing provisions of this Section 7.1, no amendment, modification, supplement, or waiver that would adversely and disproportionately affect any Holder relative to the other Holders shall be effective against such Holder without the prior written consent of such affected Holder.
Section 7.2 — Notices.
All notices, requests, demands, claims, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, (ii) sent by nationally recognized overnight courier (with confirmation of delivery), or (iii) sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as any party may from time to time designate by written notice to the other parties):
If to the Company:
Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309
Attention: Douglas Evanston, General Counsel & Corporate Secretary
Telephone: (515) 555-2400
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022
Attention: Robert Adeyemi
Telephone: (212) 555-6100
If to the Initial Purchaser:
Ridgeline Securities LLC 399 Park Avenue South, 22nd Floor New York, New York 10016
Attention: Thomas Reardon, Managing Director, Leveraged Finance
Telephone: (212) 555-8300
with a copy (which shall not constitute notice) to:
Pryor, Glendenning & Haas LLP 51 West 52nd Street, 40th Floor New York, New York 10019
Attention: David Glendenning
Telephone: (212) 555-4700
If to any Holder (other than the Initial Purchaser):
At the address shown in the register maintained by the Trustee:
Heartland Trust Company, National Association Corporate Trust Division 100 South

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

RECITALS

ARTICLE 1

DEFINITIONS

ARTICLE 2

EXCHANGE OFFER REGISTRATION

ARTICLE 3

SHELF REGISTRATION

ARTICLE 4

REGISTRATION PROCEDURES

ARTICLE 5

ADDITIONAL INTEREST

ARTICLE 6

INDEMNIFICATION AND CONTRIBUTION

ARTICLE 7

MISCELLANEOUS

Record

Parties

Dates

Amounts