Second Amendment to Loan Agreement

This Second Amendment to Loan Agreement (this “Second Amendment”) is entered into as of November 1, 2024 but effective as of the Effective Date (defined below) by and between THE ANDERSONS, INC., an Ohio corporation (the “Borrower”); and METLIFE REAL ESTATE LENDING LLC, a Delaware limited liability company (the “Lender”).

A.Whereas, the Borrower and the Lender are parties to that certain Loan Agreement dated as of November 14, 2019, as amended by that certain First Amendment to Loan Agreement dated as of June 4, 2020 (collectively, the “Loan Agreement”). Unless otherwise specified herein, capitalized terms used in this Second Amendment shall have the meanings ascribed to them by the Loan Agreement.

B.Whereas, the Borrower and the Lender wish to amend the Loan Agreement on the terms and conditions set forth below.

a)The execution, delivery and performance by the Borrower of this Second Amendment have been duly authorized by all necessary corporate action and that this Second Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally;

b)Each of the representations and warranties contained in the Loan Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true on and as of such earlier date; and

c)Both immediately prior to and immediately after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing.

3.Effective Date. This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) on which the following conditions have been satisfied:

b)the Lender shall have received all fees and amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower under the Loan Agreement; and

c)the Lender shall have received such other certificates, documents and agreements as the Lender may reasonably require.

Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. This Second Amendment shall constitute a Loan Document.

b)The execution, delivery and effectiveness of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Lender under the Loan Agreement or any Loan Document, nor constitute a waiver of any provision of the Loan Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Second Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Loan Agreement as amended hereby.

5.Governing Law. This Second Amendment shall be construed in accordance with and governed by the laws of the State of Ohio.

6.Headings. Section headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any other purposes.

7.Counterparts. This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

an Ohio corporation

By:      Name:         Title:        

By:     Name:      Its: Authorized Signatory and Director

The undersigned, jointly and severally, hereby ratify, affirm and restate their personal obligations to Lender jointly, absolutely and unconditionally guarantying the obligations of Borrower under the Loan Agreement and other Loan Documents, and hereby consent to this Second Amendment. Furthermore, as of the date hereof the undersigned declare that they have no rights of setoff, counterclaims, defenses or causes of action of any kind against Lender, and to the extent any such rights of setoff, counterclaims, defenses or other causes of action exist, whether known or unknown, they are hereby waived by the undersigned.