United States Securities and Exchange Commission Form 10-K: Washington, D.C. 20549

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2018

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to______________

Commission file number 000-26331
GREYSTONE LOGISTICS, INC.
(Exact name of registrant as specified in its charter)

Oklahoma 75-2954680
(State or other jurisdiction (I.R.S. Employer

of incorporation or organization) Identification No.)
1613 East 15th Street, Tulsa, Oklahoma 74120

(Address of principal executive offices) (Zip Code)

(918) 583-7441

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
None None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of November 30, 2017, the aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by using the average of the
high and low price on such date, was $7,253,460 ($0.46 per share).

As of August 14, 2018, the issuer had outstanding a total of 28,361,201 shares of its $0.0001 par value common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.


FORM 10-K
TABLE OF CONTENTS

PART I
Item 1. Business 3
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 7
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Mine Safety Disclosures 7

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7
Item 6. Selected Financial Data 8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 14
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 15
Item 9A. Controls and Procedures 15
Item 9B. Other Information 15

PART III
Item 10. Directors, Executive Officers and Corporate Governance 15
Item 11. Executive Compensation 17
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19
Item 13. Certain Relationships and Related Transactions, and Director Independence 21
Item 14. Principal Accounting Fees and Services 22

PART IV
Item 15. Exhibits, Financial Statement Schedules 23
Signatures 25

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PART I.

Item 1. Business.

Organization

Greystone Logistics, Inc. (“Greystone” or the “Company”) was incorporated in Delaware on February 24, 1969, under the name Permaspray
Manufacturing Corporation. It subsequently changed its name to Browning Enterprises Inc. in April 1982, to Cabec Energy Corp. in June 1993, to PalWeb
Corporation in April 1999 and to Greystone Logistics, Inc. in March 2005, as further described below. In December 1997, Greystone acquired all of the issued and
outstanding stock of Plastic Pallet Production, Inc., a Texas corporation (“PPP”), and since that time, Greystone has primarily been engaged in the business of
manufacturing and selling plastic pallets.

Effective September 8, 2003, Greystone acquired substantially all of the assets of Greystone Plastics, Inc., an Iowa corporation, through the purchase of
such assets by Greystone’s newly formed, wholly-owned subsidiary, Greystone Manufacturing, L.L.C., an Oklahoma limited liability company (“GSM”).
Greystone Plastics, Inc. was a manufacturer of plastic pallets used in the beverage industry.

Effective March 18, 2005, Greystone caused its newly formed, wholly owned subsidiary, Greystone Logistics, Inc., an Oklahoma corporation, to be
merged with and into Greystone. In connection with such merger and as of the effective time of the merger, Greystone amended its certificate of incorporation by
changing its name from PalWeb Corporation to Greystone Logistics, Inc., pursuant to the terms of the certificate of ownership and merger filed by Greystone with
the Secretary of State of Oklahoma.

Current Business

Products

Greystone’s primary business is the manufacturing of plastic pallets utilizing recycled plastic and selling the pallets through one of its wholly owned
subsidiaries, GSM. Greystone sells its pallets through a network of independent contractor distributors and direct sales by its President and other employees. As of
May 31, 2018, Greystone had an aggregate in-house production capacity of approximately 120,000 pallets per month.

Greystone’s product line as of May 31, 2018 consists of the following:
● 37” X 32” rackable pallet,
● 44” X 56” can pallet,
● 48” X 40” nestable pallet with or without detachable runners,
● 24” X 40” display pallet,
● 48” X 40” monoblock (one-piece) pallet,
● Half-barrel keg stackable pallet,
● Slim keg stackable pallet,
● 48” X 45” monoblock pallet,
● 48” X 45” drum pallet, and
● 48” X 40” mid duty pallet.

The principal raw materials used in manufacturing Greystone’s plastic pallets are in abundant supply, and some of these materials may be obtained from recycled
plastic containers. At the present time, these materials are being purchased from local, national and international suppliers.

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Other Business

Greystone processes recycled plastic into pellet form which may be sold or used in Greystone’s production of pallets. The sale of pelletized plastic is
dependent on Greystone’s ability to produce excess capacity and to realize reasonable profit, which is generally based on market conditions. Based on availability
of equipment, Greystone also provides tolling services whereby it grinds and pelletizes customer’s plastic material for a fee.

Currently, all of the pelletized plastic is used in-house to satisfy Greystone’s pallet production. Accordingly, Greystone has curtailed the sale of pelletized
plastic and tolling services to third-party customers pending future changes with respect to internal requirements or an increase in grinding and pelletizing capacity.

Pallet Industry

Pallets are devices used for moving and storing freight. A pallet is used as a base for assembling, storing, stacking, handling, and transporting goods as a
unit load. A pallet is constructed to facilitate the placement of a lift truck’s forks between the levels of a platform so it may be moved easily.

Pallets are used worldwide for the transportation of goods and they are primarily made of wood. An estimated 80-90 percent of all U.S. commerce is
carried on pallets which amounts to an estimated 1.9 to 2.0 billion pallets in circulation daily in the United States. The manufacture of wood pallets is estimated to
consume more than 45 percent of total U.S. hardwood lumber production. “Pallets move the world,” says Dr. Marshall S. “Mark” White, an emeritus professor at
Virginia Tech University and director of the William H. Sardo Jr. Pallet and Container Research Laboratory and Center for Packaging and Unit Load Design.

The largest industry users of pallets such as the food, chemical, pharmaceutical, beverage and dairy industries are populated with large public or private
entities for which profitable financial performance is paramount. The trend for pallets are expected to expand because of overall pallet demand resulting from
growth in the U.S. economy and the current U.S. government administration’s efforts to move manufacturing capacity back to the U.S. The operating issues
presented by wood pallets have been tolerated to date as there has been no viable alternative in sufficient size for replacement. A report on the market for pallets in
North America by Zoe Biller, an industry analyst for Freedonia Group, provided the following on wood and plastic pallets:

Wood: Although not highlighted in her report, Biller estimates that about 60% of wooden pallets are used and about 40% are new. Those
percentages could shift in favor of new pallets going forward because the industry has been reporting a shortage of quality used pallets, known as cores,
for the last year or so. “The core shortage appears to be real and it is going to be part of what’s going on going forward,” Biller said. “But it should correct
itself in the long term as end users buy new pallets that replenish the pool.”

Nearly two years ago, Costco announced that it was going entirely to a block pallet. Biller believes Costco’s decision is a symptom of the overall
trend towards block pallets rather than a driver. “Costco is part of a broader trend towards pallets that are easier to use, especially in an automated system
or with pallet jacks,” Biller said. Block pallets fit both of those bills. She adds, “There’s also a bigger trend to turn products and processes that aren’t a
core business to a third party and pallet management is definitely part of that trend.”

Plastic: The move towards plastic appears to be driven by companies that can control their pallet pools and take advantage of plastics’ longevity
as well as “growing sanitation concerns related to wood pallets,” Biller said. “Food safety regulations may have something to do with it going forward.”
Asked if she was surprised by any of the results, Biller said she was surprised by how far the pallet market declined during the recession. “A big part of
the market advance is the need to bring the number of pallets available for use to required levels,” she said.

According to Bob Trebilcock of Modern Materials Handling Magazine , one important bullet point for pallet users from the Freedonia report’s executive
summary was that plastic pallets have seen their strongest advances in percentage terms ever and will continue to record above average growth.

According to Persistence Market Research, rising demand for alternative pallet types is anticipated to boost the growth of plastic pallets in the
global pallets market.
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In a June 2017 article, Persistence Market Research published an article that non-wood pallets are likely to experience a massive increase in demand
across the globe. Among these, plastic pallets are expected to be the most attractive option. The major reason behind the increase in popularity of and demand for
plastic pallets is due to the ease with which these can be cleaned. In addition, they are made of recycled materials. This is a very attractive benefit for companies
working towards becoming more environment friendly. This factor is creating a positive impact on the plastic pallets market.

Another factor which is driving the growth of plastic pallets is the adoption of pallets by new users. The pallet utilization in various regions across the
globe is typically low compared to the size of their manufacturing, warehousing, and construction sectors. However, in the coming years, greater numbers of
potential pallet users will strive to become more competitive on a global scale by improving operating efficiencies and reducing product damage in shipments
through the use of pallets.

The increase in trade volume especially in the Middle East and African regions is also anticipated to fuel the growth of the plastic pallets market. Gulf
Cooperation Council countries, located in between the Far East and Europe, can be considered as the gateway to the world’s most progressive markets such as
India and China. The transport and logistics sector in the Middle East region is showing substantial growth rates with a long-term positive outlook. The plastic
pallets market is thus expected to witness significant growth and is a vital link in supply chain and storage.

With a huge incremental opportunity, the global pallets market is projected to grow at more than 5% Compound Annual Growth Rate
(“CAGR”) during the period of assessment.
During the period 2012 – 2016, the global pallets market expanded at a CAGR of 4.7%. However, during the forecast period – that is between 2017 and
2025 – the market is anticipated to grow at a CAGR of 5.4% owing to increasing demand for better and safe transportation coupled with the rise in demand for
pallets from various industries like food, agriculture, chemicals etc. The global pallets market is projected to represent incremental opportunity of more than $25
billion between 2017 and 2025.

Types of Pallets

The most common size pallet is the 48 x 40” 4-way pallet or otherwise referred to as the GMA (Grocery Manufacturer Association) pallet or sometimes
known in the industry as the “GMA Pallet,” “The GMA Pallet,” “GMA 48 x 40 Pallet,” or “GMA Block Pallet.” The GMA acts as a commodity in the pallet
industry, as price is often determined by availability. As wood pallets move through their life cycle from a new pallet to a used pallet, they are repaired and put
back in service until they are sent to a landfill or used as wood compost.

Pallets are the primary interface between the packaged product and today’s highly automated material handling equipment. Although pallets are not the
most glamorous part of the warehouse, they are important because users have expectations based on specifications and wood pallets lack critical manufacturing
details that determine performance. The end user becomes frustrated when these pallets do not perform to expectation. Shipments can be damaged or rejected
entirely resulting in significant product and revenue losses. This angst is aggravated when new multi-million-dollar automated systems are in use.

Employees

As of May 31, 2018, Greystone had 220 full-time employees and used a temporary personnel service to provide additional production personnel as
needed.

Marketing and Customers

Greystone’s primary focus is to provide quality plastic pallets to its existing customers while continuing its marketing efforts to broaden its customer
base. Greystone’s existing customers are primarily located in the United States and engaged in the beverage, pharmaceutical and other industries. Greystone has
generated and plans to continue to generate interest in its pallets by attending trade shows sponsored by industry segments that would benefit from Greystone’s
products. Greystone hopes to gain wider product acceptance by marketing the concept that the widespread use of plastic pallets could greatly reduce the destruction
of trees on a worldwide basis. Greystone sells to customers through contract distributors or by direct contract through its President and other employees.

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Greystone derives a substantial portion of its revenue from two customers. These customers accounted for approximately 76% and 71% of total sales in
fiscal years 2018 and 2017, respectively. Greystone’s recycled plastic pallets are designed to meet the respective customer’s needs and are the only pallets
approved for use by these customers. There is no assurance that Greystone will retain these customers’ business at the same level, or at all. The loss of a material
amount of business from these customers could have a material adverse effect on Greystone.

Competition

Greystone’s primary competitors are a large number of small, privately held firms that sell wood pallets in very limited geographic locations. Greystone
believes that it can compete with manufacturers of wood pallets by emphasizing the cost savings realized over the longer life of its plastic pallets as well as the
environmental benefits (principally elimination from landfill and recycling) of its plastic pallets as compared to wood pallets. Greystone also competes with three
large and approximately ten small manufacturers of plastic pallets. Some of Greystone’s competitors may have substantially greater financial and other resources
than Greystone and, therefore, may be able to commit greater resources than Greystone in such areas of product development, manufacturing and marketing.
However, Greystone believes that its proprietary designs coupled with the competitive pricing of its products gives Greystone an advantage over other plastic pallet
manufacturers.

Government Regulation

Although Greystone recycles approximately 28,000 tons of post-consumer plastic per year which would otherwise be destined for the landfill, business
operations of Greystone are subject to existing and potential federal, state and local environmental laws and regulations pertaining to the handling and disposition
of wastes (including solid and hazardous wastes) or otherwise relating to the protection of the environment. In addition, both the plastics industry and Greystone
are subject to existing and potential federal, state, local and foreign legislation designed to reduce solid wastes by requiring, among other things, plastics to be
degradable in landfills, minimum levels of recycled content, various recycling requirements, disposal fees and limits on the use of plastic products.

Patents and Trademarks

Greystone seeks to protect its technical advances by pursuing national and international patent protection for its products and methods when appropriate.

Management Plastic Pallet Summation
During the past two decades both timber prices and landfill fees have increased and have compelled businesses to modify the way pallets are managed.
Businesses can evaluate and improve their pallet management systems and reduce associated waste by utilizing recycled plastic pallets.

According to the U.S. Environmental Protection Agency, deforestation is a significant contributor to global carbon dioxide gas emissions. Deforestation
leads to CO2 emissions because the carbon sequestered in trees is emitted into the atmosphere and not counter-balanced by re-growth of new trees. Additionally,
estimates are that up to 20 percent of total pallet wood waste ends up in land fill.

Greystone’s management believes that the gradual shifting trend from wood to 100 percent recyclable plastic pallets will continue, with the primary
limiting factors being a front-end higher price and some regulatory limits to certain applications of pallet use. The savings come in the recyclability and
significantly longer life which lowers the cost per trip dramatically. Greystone intends to continue to conduct research on pallet design for strength and coefficient
of friction, on the materials used to make the plastic pallets as required to meet market demands and to improve its existing products. Plastic pallets reduce wood
waste, are hygienic, weigh less which lowers fuel consumption and transport costs and are fully recyclable.

The principal raw materials used in manufacturing Greystone’s plastic pallets are in abundant supply. At the present time, these materials are being
purchased from local, national and international suppliers.

Item 1A. Risk Factors.

Not applicable.

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Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Greystone leases two buildings for a total of 120,000 square feet of manufacturing and warehouse space. These two buildings located on approximately 3
acres of land in Bettendorf, Iowa are leased from Greystone Real Estate, L.L.C. (“GRE”), a variable interest entity owned by Warren F. Kruger, Greystone’s
President, CEO and a director, and Robert B. Rosene, Jr., a director of Greystone. The manufacturing and warehouse space is sufficiently equipped and designed to
accommodate the manufacturing of plastic pallets and is also used for grinding, processing and pelletizing recycled plastic.

In addition, Greystone owns three buildings located within a 30 mile radius of its primary location for a total of 97,000 square feet of warehouse space.
Two of these buildings are currently used for warehousing inventory. The third building is being renovated to accommodate Greystone’s grinding operations.

Item 3 . Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Greystone’s common stock is traded on the OTCQB under the symbol “GLGI.” The following table sets forth the range of high and low per share bid
quotations for Greystone’s common stock during the time periods indicated. The source of the foregoing quotations was the Financial Industry Regulatory
Composite Feed or other qualified inter dealer quotation medium as provided by OTC Market Group, Inc.:

Quarter Ended High Low
Aug. 31, 2016 $ 0.27 $ 0.21
Nov. 30, 2016 0.25 0.20
Feb. 29, 2017 0.23 0.20
May 31, 2017 0.31 0.21
Aug. 31, 2017 0.45 0.29
Nov. 30, 2017 0.50 0.40
Feb. 28, 2018 0.58 0.42
May 31, 2018 0.47 0.37

Quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

Holders

As of approximately July 13, 2018, Greystone had approximately 231 common stockholders of record.

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Dividends

Greystone paid no cash dividends to its common stockholders during the last two fiscal years and does not plan to pay any cash dividends in the near
future. The loan agreement dated January 31, 2014 (the “IBC Loan Agreement”), among Greystone, GSM and International Bank of Commerce (“IBC”) prohibits
Greystone from declaring or paying any dividends in respect to its common stock without IBC’s prior written consent. See Note 4 to the consolidated financial
statements for additional information. In addition, accrued preferred stock dividends must be paid before a dividend on common stock may be declared or paid, as
set forth in the Certificate of Designation, Preferences, Rights and Limitations relating to the preferred stock. See Note 9 to the consolidated financial statements
and “Liquidity and Capital Resources” in Item 7 of this Form 10-K for additional information.

Greystone paid dividends on its 2003 preferred stock in the amounts of $414,110 and $376,101 in fiscal years 2018 and 2017, respectively.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement Regarding Forward-Looking Information

This Annual Report on Form 10-K includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern Greystone’s plans, expectations and objectives for future
operations. All statements, other than statements of historical facts, included in this Form 10-K that address activities, events or developments that Greystone
expects, believes or anticipates will or may occur in the future are forward-looking statements. The words “believe,” “plan,” “intend,” “anticipate,” “estimate,”
“project” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, among others, such things as:

● expansion and growth of Greystone’s business and operations;
● future financial performance;
● future acquisitions and developments;
● potential sales of products;
● future financing activities; and
● business strategy.

These forward-looking statements are based on assumptions that Greystone believes are reasonable based on current expectations and projections about
future events and industry conditions and trends affecting Greystone’s business. However, whether actual results and developments will conform to Greystone’s
expectations and predictions is subject to a number of risks and uncertainties that could cause actual results to differ materially from those contained in the
forward-looking statements, including those factors discussed under the section of this Form 10-K entitled “Risk Factors.” In addition, Greystone’s historical
financial performance is not necessarily indicative of the results that may be expected in the future and Greystone believes that such comparisons cannot be relied
upon as indicators of future performance.

Risk Factors

Greystone has attained operating profits and positive cash flows from operating activities but there is no assurance that it will be able to sustain
profitability.

Greystone was incorporated on February 24, 1969. Greystone incurred losses from operations from such time through fiscal year 2007. The results of
Greystone’s operations for the fiscal years after fiscal year 2007 showed an operating profit and positive cash flows from operations with the exception of fiscal
year 2011 for which Greystone incurred a loss but had positive operating income and positive cash flows from operations. There is no assurance that Greystone
will maintain a positive operating profit or otherwise obtain funds to finance capital and debt service requirements.

8

Greystone has granted security interests in substantially all of its assets in connection with certain debt financings and other transactions.

In connection with certain debt financings and other transactions, Greystone has granted third parties security interests in substantially all of its assets
pursuant to agreements entered into with such third parties. Upon the occurrence of an event of default under such agreements, the secured parties may enforce
their rights and Greystone may lose all or a portion of its assets. As a result, Greystone could be forced to materially reduce its business activities or cease
operations.

Greystone’s business could be affected by changes in availability of raw materials.

Greystone uses a proprietary mix of raw materials to produce its plastic pallets. Such raw materials are generally readily available and some may be
obtained from a broad range of recycled plastic suppliers and unprocessed waste plastic. At the present time, these materials are being purchased from local,
national and international suppliers. The availability of Greystone’s raw materials could change at any time for various reasons. For example, the market demand
for Greystone’s raw materials could suddenly increase, or the rate at which plastic materials are recycled could decrease, affecting both availability and price.
Additionally, the laws and regulations governing the production of plastics and the recycling of plastic containers could change and, as a result, affect the supply of
Greystone’s raw materials. Any interruption in the supply of raw materials or components could have a material adverse effect on Greystone. Furthermore, certain
potential alternative suppliers may have pre-existing exclusive relationships with Greystone’s competitors and others that may preclude Greystone from obtaining
raw materials from such suppliers.

Greystone’s business could be affected by competition and rapid technological change.

Greystone currently faces competition from many companies that produce wooden pallets at prices that are substantially lower than the prices Greystone
and other companies that manufacture plastic pallets charge for their plastic pallets. It is anticipated that the plastic pallet industry will be subject to intense
competition and rapid technological change. Greystone could potentially face additional competition from recycling and plastics companies, many of which have
substantially greater financial and other resources than Greystone and, therefore, are able to spend more than Greystone in areas such as product development,
manufacturing and marketing. Competitors may develop products that render Greystone’s products or proposed products uneconomical or result in products being
commercialized that may be superior to Greystone’s products. In addition, alternatives to plastic pallets could be developed, which would have a material adverse
effect on Greystone.

Greystone is dependent on a few large customers.

Greystone derives, and expects that in the foreseeable future it will continue to derive, a large portion of its revenue from a few large customers. Two
customers currently account for approximately 76% of its total sales in fiscal year 2018 (71% in fiscal year 2017). There is no assurance that Greystone will retain
these customers’ business at the same level, or at all. The loss of a material amount of business from one of these customers would have a material adverse effect
on Greystone.

Greystone may not be able to effectively protect Greystone’s patents and proprietary rights.

Greystone relies upon a combination of patents and trade secrets to protect its proprietary technology, rights and know-how. There can be no assurance
that such patent rights will not be infringed upon, that Greystone’s trade secrets will not otherwise become known to or independently developed by competitors,
that non-disclosure agreements will not be breached, or that Greystone would have adequate remedies for any such infringement or breach. Litigation may be
necessary to enforce Greystone’s proprietary rights or to defend Greystone against third-party claims of infringement. Such litigation could result in substantial
cost to, and a diversion of effort by, Greystone and its management and may have a material adverse effect on Greystone. Greystone’s success and potential
competitive advantage is dependent upon its ability to exploit the technology under these patents. There can be no assurance that Greystone will be able to exploit
the technology covered by these patents or that Greystone will be able to do so exclusively.

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Greystone’s business could be affected by changing or new legislation regarding environmental matters.

Greystone’s business is subject to changing federal, state and local environmental laws and regulations pertaining to the discharge of materials into the
environment, the handling and disposition of waste (including solid and hazardous waste) or otherwise relating to the protection of the environment. As is the case
with manufacturers in general, if a release of hazardous substances occurs on or from Greystone’s properties or any associated off-site disposal location, or if
contamination from prior activities is discovered at any of Greystone’s properties, Greystone may be held liable. No assurances can be given that additional
environmental issues will not require future expenditures. In addition, the plastics industry is subject to existing and potential federal, state, local and foreign
legislation designed to reduce solid wastes by requiring, among other things, plastics to be degradable in landfills, minimum levels of recycled content, various
recycling requirements and disposal fees and limits on the use of plastic products. Also, various consumer and special interest groups have lobbied from time to
time for the implementation of these and other such similar measures. Although Greystone believes that the legislation promulgated to date and such initiatives to
date have not had a material adverse effect on it, there can be no assurance that any such future legislative or regulatory efforts or future initiatives would not have
a material adverse effect.

Greystone’s business could be subject to potential product liability claims.

The testing, manufacturing and marketing of Greystone’s products and proposed products involve inherent risks related to product liability claims or
similar legal theories that may be asserted against Greystone, some of which may cause Greystone to incur significant defense costs. Although Greystone currently
maintains product liability insurance coverage that it believes is adequate, there can be no assurance that the coverage limits of its insurance will be adequate under
all circumstances or that all such claims will be covered by insurance. In addition, these policies generally must be renewed every year. While Greystone has been
able to obtain product liability insurance in the past, there can be no assurance it will be able to obtain such insurance in the future on all of its existing or future
products. A successful product liability claim or other judgment against Greystone in excess of its insurance coverage, or the loss of Greystone’s product liability
insurance coverage could have a material adverse effect upon Greystone.

Greystone currently depends on certain key personnel.

Greystone is dependent on the experience, abilities and continued services of its current management. In particular, Warren Kruger, Greystone’s President
and CEO, has played a significant role in the development, management and financing of Greystone. The loss or reduction of services of Warren Kruger or any
other key employee could have a material adverse effect on Greystone. In addition, there is no assurance that additional managerial assistance will not be required,
or that Greystone will be able to attract or retain such personnel.

Greystone’s executive officers and directors control a large percentage of Greystone’s outstanding common stock and all of Greystone’s 2003
preferred stock, which entitles them to certain voting rights, including the right to elect a majority of Greystone’s Board of Directors.

Greystone’s executive officers and directors (and their affiliates), in the aggregate, own approximately 44.40% of Greystone’s outstanding common stock
and have approximately 50.25% of the voting power. Therefore, Greystone’s executive officers and directors can have significant influence with respect to the
outcome of matters submitted to Greystone’s shareholders for approval (including the election and removal of directors and any merger, consolidation or sale of all
or substantially all of Greystone’s assets) and to control Greystone’s management and affairs. In addition, two of Greystone’s directors (including one who also
serves as Greystone’s chief executive officer) own all of Greystone’s outstanding 2003 preferred stock, with each owning 50%. The terms and conditions of
Greystone’s 2003 preferred stock provide that such holder has the right to elect a majority of Greystone’s Board of Directors. Such concentration of ownership
may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination or
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, which in turn could have an adverse effect on the market
price of Greystone’s common stock.

Greystone’s stock trades in a limited public market and is subject to price volatility. There can be no assurance that an active trading market will develop
or be sustained.

There has been a limited public trading market for Greystone’s common stock and there can be no assurance that an active trading market will develop or
be sustained. The trading price of Greystone’s common stock could be subject to significant fluctuations in response to variations in quarterly operating results or
even mild expressions of interest on a given day. Accordingly, Greystone’s common stock should be expected to experience substantial price changes in short
periods of time. Even if Greystone is performing according to its plan and there is no legitimate company-specific financial basis for this volatility, it must still be
expected that substantial percentage price swings will occur in Greystone’s common stock for the foreseeable future. In addition, the limited market for
Greystone’s common stock may restrict Greystone’s shareholders ability to liquidate their shares.

10

Greystone does not expect to declare or pay any dividends on its common stock in the foreseeable future.

Greystone has not declared or paid any dividends on its common stock. Greystone currently intends to retain future earnings to fund the development and
growth of its business, to repay indebtedness and for general corporate purposes, and, therefore, does not anticipate paying any cash dividends on its common stock
in the foreseeable future. Pursuant to the terms and conditions of certain loan documentation with International Bank of Commerce and the terms and conditions of
Greystone’s 2003 preferred stock, Greystone is restricted in its ability to pay dividends to holders of its common stock.

Greystone’s common stock may be subject to secondary trading restrictions related to penny stocks.

Certain transactions involving the purchase or sale of Greystone’s common stock may be affected by a Commission rule for “penny stocks” that imposes
additional sales practice burdens and requirements upon broker-dealers that purchase or sell such securities. For transactions covered by this penny stock rule,
among other things, broker-dealers must make certain disclosures to purchasers prior to the purchase or sale. Consequently, the penny stock rule may impede the
ability of broker-dealers to purchase or sell Greystone’s common stock for their customers and the ability of persons now owning or subsequently acquiring
Greystone’s common stock to resell such securities.

Greystone may issue additional equity securities, which would lead to further dilution of Greystone’s issued and outstanding stock.

The issuance of additional common stock or securities convertible into common stock would result in further dilution of the ownership interest in
Greystone held by existing shareholders. Greystone is authorized to issue, without shareholder approval, 20,700,000 shares of preferred stock, $0.0001 par value
per share, in one or more series, which may give other shareholders dividend, conversion, voting and liquidation rights, among other rights, which may be superior
to the rights of holders of Greystone’s common stock. In addition, Greystone is authorized to issue, without shareholder approval, over 4,971,638,799 additional
shares of its common stock and securities convertible into common stock.

Results of Operations

General

The consolidated financial statements include Greystone and its two wholly-owned subsidiaries, Greystone Manufacturing, L.L.C. (“GSM”), and Plastic
Pallet Production, Inc. (“PPP”), and one variable interest entity, Greystone Real Estate, L.L.C. (“GRE”).

Greystone’s primary business is the manufacturing of plastic pallets utilizing recycled plastic and selling the pallets through one of its wholly owned
subsidiaries, GSM.

As of May 31, 2018, Greystone had 220 full-time employees and used temporary personnel as needed. Greystone’s in-house production capacity for its
injection molding machines capable of producing pallets is about 120,000 plastic pallets per month, or 1,440,000 per year. Production levels generally vary
proportionately with sales orders. In addition, Greystone plans to add three additional injection molding machines during fiscal year 2019 which will add
production capacity of approximately 42,500 pallets per month, or 510,000 pallets per year.

Year Ended May 31, 2018 Compared to Year Ended May 31, 2017

sales

Sales were $48,609,075 for fiscal year 2018 compared to $40,044,110 for fiscal year 2017 for an increase of $8,564,965. The increase in pallet sales from
fiscal year 2017 to 2018 is principally due to sales to a customer whose business is leasing plastic pallets. Greystone has two major customers who account for
approximately 76% of total sales in fiscal year 2018 compared to 71% in fiscal year 2017.

11

cost of sales

Cost of sales was $41,570,319 (86% of sales) and $32,573,570 (81% of sales) in fiscal years 2018 and 2017, respectively. Pallets sold to the private pallet
leasing company are more labor intensive and generally reflect a higher ratio of cost of sales to sales than most other pallets sold by Greystone. Accordingly, as
these pallets sales continue to grow as a percent of total sales, the ratio of cost of sales to sales is directly impacted. Management continues to explore methods to
reduce the cost per pallet produced for the leasing company including increased output per machine and robotics to reduce the labor cost.

general, selling and administrative expenses

General, selling and administrative expense was $3,034,027 for fiscal year 2018 compared to $3,015,960 for fiscal year 2017 for an increase of $18,067
or approximately 1%. With the expected growth in pallet production, Greystone anticipates that general, selling and administrative expenses will increase as
necessary to support Greystone’s operations.

interest expense

Interest expense was $1,373,392 in fiscal year 2018 compared to $1,212,857 in fiscal year 2017 for an increase of $160,535. This increase is primarily
attributable to an increase in debt related to the acquisition of production equipment in fiscal year 2018 and increases in the prime rate of interest from 4.00% at
May 31, 2017 to 4.75% at May 31, 2018.

Provision for income Taxes
The provision for income taxes was $772,380 in fiscal year 2018 compared to $1,011,990 in fiscal year 2017. The effective tax rate differs from federal
statutory rates due to net income from GRE which, as a limited liability company, is not taxed at the corporate level, state income taxes and charges which have no
tax benefit.

On December 22, 2017, the President signed into legislation The Tax Cuts and Jobs Act (the Act). The Act changes existing U.S. tax law and included
numerous provisions that will affect Greystone’s business, including income tax accounting, disclosure and tax compliance. Greystone revalued all deferred tax
assets and liabilities as of the date of the Act. The result of this revaluation was an increase in net deferred tax asset in the amount of $57,000 and a like decrease in
the deferred tax portion of the provision for income taxes.

As of May 31, 2018, as well as May 31, 2017, Greystone’s management determined that no valuation allowance was considered necessary. Until the
NOLs are fully realized for income tax purposes, management will continue to evaluate the extent that a valuation allowance is needed. Factors that management
will consider, among others, are continued diversity in Greystone’s customer base and stability in its sales volumes.

Based upon a review of its income tax filing positions, Greystone believes that its positions would be sustained upon an audit by the Internal Revenue
Service and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax
positions have been recorded.

net income

Net income was $1,871,101 in fiscal year 2018 compared to $2,246,908 in fiscal year 2017 for a decrease of $375,807 for the reasons discussed above.

net income attributable to common stockholders

After deducting preferred dividends and income attributable to non-controlling interests, the net income attributable to common stockholders was
$1,239,678, or $0.04 per share, in fiscal year 2018 compared to $1,660,921, or $0.06 per share, in fiscal year 2017 for the reasons discussed above.

Liquidity and Capital Resources

General

A summary of Greystone’s cash flows for the year ended May 31, 2018 is as follows:

Cash provided by operating activities $ 8,062,086
Cash used in investing activities $ (6,707,210)
Cash used in financing activities $ (1,554,265)

12

Long-term debt and capital lease obligations of Greystone as of May 31, 2018 were as follows:

Total 1 year 2-3 years 4-5 years Over 5 years
$ 23,145,410 $ 4,484,853 $ 13,135,488 $ 5,525,069 $ —

Greystone had a working capital deficit of $(3,900,277) at May 31, 2018.

During fiscal year 2018, Greystone incurred new debt of $2,638,200 principally for the acquisition of an injection molding machine and pallet molds.
Additionally, Greystone entered into a new capital lease in the amount of $2,225,685 to acquire an injection molding machine and pallet mold. The equipment
acquired by both the new debt and the capital lease was to increase pallet production for one of its major customers whose business is leasing plastic pallets. Future
minimum lease payments on the new capital lease are based on sales of pallets produced by the equipment and projected to be approximately $548,000 per year.

Greystone’s principal long-term debt obligations include a $3,000,000 revolving line of credit and several term notes with International Bank of
Commerce with various maturities and a note payable to Mr. Rosene maturing on January 15, 2020. To provide for the funding to meet Greystone’s operating
activities and contractual obligations as of May 31, 2018, Greystone will have to continue to produce positive operating results or explore various options including
long-term debt and equity financing. However, there is no guarantee that Greystone will continue to create positive operating results or be able to raise sufficient
capital to meet these obligations.

As described below, substantially all of the financing that Greystone has received through May 31, 2018, has been provided by loans or through bank loan
guarantees from the officers and directors of Greystone. Greystone continues to be dependent upon its officers and directors to provide and/or secure additional
financing and there is no assurance that either will do so.

Greystone has 50,000 outstanding shares of cumulative 2003 Preferred Stock for a total of $5,000,000 with a preferred dividend rate at the prime rate of
interest plus 3.25%. Greystone paid the accrued dividends to its preferred stockholders during fiscal years 2018 and 2017 of $414,110 and $376,101, respectively,
and plans to continue to make preferred stock dividend payments to the holders of its preferred stock as allowed under the terms of the IBC Loan Agreement as
discussed herein under the caption “Loans from International Bank of Commerce” which allows for such payments not to exceed $500,000 per year. Greystone
does not anticipate that it will make cash dividend payments to any holders of its common stock unless and until the financial position of Greystone improves
through increased revenues, additional financing or otherwise. Further, pursuant to the terms and conditions of certain loan documentation with International Bank
of Commerce, as discussed herein under the caption “Loans from International Bank of Commerce,” and the terms and conditions of Greystone’s 2003 preferred
stock, Greystone is restricted in its ability to pay dividends to holders of its common stock.
Transactions with Warren Kruger and Related Entities

Yorktown Management & Financial Services, LLC (“Yorktown”), an entity wholly owned by Mr. Kruger, Greystone’s CEO and President, owns and
rents to Greystone (1) grinding equipment used to grind raw materials for Greystone’s pallet production and (2) extruders for pelletizing recycled plastic into
pellets for use as raw material in the manufacture of pallets. Greystone compensates Yorktown for the use of equipment as discussed below.

Rental fees. GSM pays weekly rental fees of $22,500 and $5,000 to Yorktown for grinding equipment and pelletizing equipment, respectively. Total
rental fees of approximately $1,430,000 were paid in both fiscal years 2018 and 2017.

Yorktown provides office space for Greystone in Tulsa, Oklahoma on a rental basis of $2,200 per month through December 31, 2016. Effective January 1,
2017, Greystone and Yorktown entered into a five-year lease agreement for expanded office space at the rate to $4,000 per month.

acquisitions from yorktown. On September 1, 2016, Yorktown acquired certain plastic resin pelletizing equipment from TriEnda Holdings, L.L.C.
(“TriEnda”). The pelletizing equipment was previously used by Greystone to blend and pelletize plastic resin for TriEnda at a tolling fee per pound processed.
During the period from September 1, 2016 through January 31, 2017, Greystone rented this equipment from Yorktown for a total of $163,204 to process Greystone
material. Effective February 1, 2017, Greystone acquired this equipment from Yorktown for $1,500,076, which included a cash payment of $30,627 and the
assumption of a note payable to First Bank in the amount of $1,469,713.

13

compensation related to Loan guarantees. Effective September 1, 2016, Greystone’s Board of Directors authorized the issuance of warrants to purchase
250,000 shares of Greystone’s common stock for $0.01 per share to Mr. Kruger and a cash payment of $65,000 as compensation for providing guarantees on
Greystone’s debt with International Bank of Commerce. The warrants are vested and expire January 10, 2027. The warrants, valued as of the measurement date for
approximately $60,000, and the cash payment was capitalized as debt issue costs to be amortized over the remaining loan term.

Loans from International Bank of Commerce (“IBC”)

On January 31, 2014, Greystone and GSM (the “Borrowers”) and IBC entered into a Loan Agreement (the “IBC Loan Agreement”), as amended. The
IBC Loan Agreement provides for a revolving loan in an aggregate principal amount of up to $3,000,000 and several term loans primarily to fund acquisition of
production equipment, as discussed in Note 4, Long-term Debt, to the consolidated financial statements. These loans are supported by a $6,500,000 guarantee by
Warren Kruger, Greystone’s President and CEO, and Robert Rosene, a Greystone board member.

Capital Leases
Greystone and a private pallet leasing company (“Lessor”) have entered into a Master Lease Agreement for which two capital leases have been issued for
the acquisition of three injection molding machines to increase production of pallets for the Lessor. Generally, lease payments are based on sales to the Lessor.
Under the Master Lease Agreement, Lessor has ordered two additional injection molding machines for delivery in fiscal year 2019 to increase pallet production.

Transactions with Robert B. Rosene, Jr.
Loan. Effective December 15, 2005, Greystone entered into an agreement with Robert B. Rosene, Jr., a member of Greystone’s Board of Directors, to
convert $2,066,000 of advances into a note payable at 7.5% interest.

Effective June 1, 2016, the note payable to Mr. Rosene was restated (the “Restated Note”) whereby the accrued interest as of June 1, 2016 of $2,475,690
was combined with the outstanding principal of $2,066,000 resulting in a note payable in the principal amount of $4,541,690 with an interest rate of 7.5% and a
maturity of January 15, 2018, subsequently amended to January 15, 2020. The Restated Note requires the payment of accrued interest to Mr. Rosene. In addition,
the Restated Note allows Greystone to make additional payments, at Greystone’s discretion, up to an amount allowed by the IBC Loan Agreement.

compensation related to Loan guarantees. Effective September 1, 2016, Greystone’s Board of Directors authorized the issuance of warrants to purchase
250,000 shares of Greystone’s common stock for $0.01 per share to Mr. Rosene and a cash payment of $65,000 as compensation for providing guarantees on
Greystone’s debt with International Bank of Commerce. The warrants are vested and expire January 10, 2027. The warrants, valued as of the measurement date for
approximately $60,000, and the cash payment was capitalized as debt issue costs to be amortized over the remaining loan term.

Off-Balance Sheet Arrangements

Greystone does not have any off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements of Greystone are set forth on pages F-1 through F-20 inclusive, found at the end of this report.

14

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Greystone’s CEO and CFO have concluded that the design and operation of Greystone’s disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) under the Exchange Act) are effective as of May 31, 2018. This conclusion is based on an evaluation conducted under the supervision and
participation of Greystone’s CEO and CFO along with Greystone’s management. Disclosure controls and procedures are those controls and procedures designed to
ensure that information required to be disclosed in reports that Greystone files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to Greystone’s management, including
Greystone’s CEO and CFO, as appropriate, to allow timely decisions regarded required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Greystone’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in
Exchange Act Rule 13a-15(f). Under the supervision and with the participation of Greystone’s management, including Greystone’s CEO and CFO, Greystone
evaluated the effectiveness of Greystone’s internal control over financial reporting based on the framework in the internal control-integrated Framework (1992)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

Greystone had previously reported a material weakness in its internal control over financial reporting resulting from a lack of sufficient resources to
perform monitoring of internal controls and the related risk assessments. During the recently completed quarter for the year ended May 31, 2018, Greystone
engaged a third-party consultant that completed an evaluation of Greystone’s risk assessments and implemented procedures for monitoring compliance and
effectiveness of internal controls.

Item 9B. Other Information.

None.

PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

Directors, Executive Officers, Promoters and Control Persons

The following lists the directors and executive officers of Greystone. Directors of Greystone are elected at annual meetings of shareholders unless
appointed by the Board of Directors to fill a vacancy upon the resignation or removal of a member or an increase in the number of members of the Board of
Directors. Executive officers serve at the pleasure of the Board of Directors.

Term as Director
Name Position Expires
Warren F. Kruger President, Chief Executive Officer and Director 2018
Larry LeBarre Director 2018
Robert B. Rosene, Jr. Director 2018
William W. Rahhal Chief Financial Officer N/A

15

Warren F. Kruger, President, Chief Executive Officer and Director

Mr. Warren F. Kruger, Manager/CEO of privately held Yorktown Management & Financial Services, L.L.C., is 62 years old. Yorktown is involved in
investment banking, real estate, manufacturing and energy endeavors. Mr. Kruger is the non-executive chairman of the board of directors of Kruger Brown
Holdings, LLC, which owns TriEnda Holdings, LLC. and PendaForm, LLC. TriEnda Holdings manufactures plastic pallets utilizing a thermoform process.
Because of the different qualities between the pallets manufactured by Greystone and TriEnda, there is no direct competition between the two companies. Mr.
Kruger earned a Bachelor of Business Administration degree from the University of Oklahoma, and an Executive M.B.A. from Southern Methodist University. Mr.
Kruger has forty years of experience in the financial services industry. In 1980, Mr. Kruger co-founded MCM Group, Ltd., which owned and controlled United
Bank Club Association, Inc. until 1996 when the firm was sold to a subsidiary of Cendant Corp. (a former NYSE company). He also owned and operated Century
Ice, a manufacturer and distributor of ice products from 1996 to 1997, when Packaged Ice, Inc., acquired Century Ice in an industry rollup.

Mr. Kruger became a director of Greystone on January 4, 2002, served as President and Chief Executive Officer from January 10, 2003 to August 15,
2005 and, most recently, has served as President and Chief Executive Officer from November 18, 2006 to the present.

Mr. Kruger’s business experience and knowledge of the day to day operations of Greystone make him well suited to serve on Greystone’s Board of
Directors.

Mr. Larry J. LeBarre, Director

Mr. LeBarre, age 62, was President and CEO of privately-held Native American Marketing (“Native American”) until 2014 when the company was sold
to Seminole Energy. Native American was founded by Mr. LeBarre in 2004 as an oil transportation, storage, and marketing business. Mr. LeBarre earned a
Bachelor of Business Administration degree from the University of Oklahoma, became a Certified Public Accountant while working for Price Waterhouse & Co.
(now PriceWaterhouseCoopers, LLP) and continued his career in the hazardous waste industry and later with Plains Resources. Mr. LeBarre is also actively
involved in investment banking, real estate, and oil and gas investments.

Mr. LeBarre became a director of Greystone effective May 5, 2012. Mr. LeBarre’s business experience makes him qualified to serve as a member of
Greystone’s Board of Directors.

Mr. Robert B. Rosene, Jr., Director

Mr. Rosene, age 64, is President of Patriot Auto Group, L.L.C., which owns three auto dealerships in Oklahoma. In addition, Mr. Rosene serves on the
Board of Managers for Continuum Energy Services, L.L.C., which owns natural gas gathering and related facilities and crude oil trucking equipment, a company
that he co-founded in 1998. Also, Mr. Rosene co-founded Summit Exploration, L.L.C., an oil and gas production company that owns oil and gas production
interests in several states. Mr. Rosene has a B.A. with an emphasis in accounting from Oklahoma Baptist University.

Mr. Rosene became a director of Greystone effective June 14, 2004. Mr. Rosene’s business experience and longstanding relationship with Greystone
make him a good fit as a member of Greystone’s Board of Directors.

William W. Rahhal, Chief Financial Officer

Mr. Rahhal, age 77, served as managing partner of Rahhal Henderson Johnson, PLLC, Certified Public Accountants, in Ardmore, Oklahoma, from 1988
to 2010 and retired from the firm effective December 31, 2013. Mr. Rahhal previously served as Greystone’s Chief Financial Officer from October 1, 2002 to
October 1, 2004 and subsequently served Greystone as an accounting and financial consultant until his appointment as its Chief Financial Officer. Mr. Rahhal
earned his B.B.A. from the University of Oklahoma and is a Certified Public Accountant licensed in Oklahoma and Texas. Mr. Rahhal has also previously served
as a Senior Manager with Price Waterhouse & Co. (now PriceWaterhouseCoopers, LLP) and as financial manager of a privately-held oil and gas production
company and contract drilling company.

16

Identification of the Audit Committee; Audit Committee Financial Expert

As of May 31, 2018, Greystone had not established an audit committee and the entire board of directors essentially serves as Greystone’s audit
committee.

Code of Ethics

Effective April 8, 2008, Greystone adopted a Code of Ethics applicable to Greystone’s officers and directors, including Greystone’s principal executive
officer, principal financial officer, principal accounting officer or persons performing similar functions. Greystone undertakes to provide any person without
charge, upon request, a copy of such Code of Ethics. Requests may be directed to Greystone Logistics, Inc., 1613 East 15th Street, Tulsa, Oklahoma 74120, or by
calling (918) 583-7441.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Greystone’s directors, officers and persons who beneficially own more than 10% of any
class of Greystone’s equity securities registered under Section 12 to file with the Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of such registered securities of Greystone. Officers, directors and greater than 10% beneficial owners are required by regulation to furnish to
Greystone copies of all Section 16(a) reports they file.

Based solely on review of the copies of such reports furnished to Greystone and any written representations that no other reports were required during
fiscal year 2018, to Greystone’s knowledge, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners during
fiscal year 2018 were complied with on a timely basis.

Item 11. Executive Compensation.

The following table sets forth the compensation paid to named executive officers during the fiscal years ended May 31, 2018, 2017 and 2016:

Summary Compensation Table

Nonqualified
Deferred
Name and Fiscal Year Option Compensation
Principal Position Ending May 31, Salary Bonus Awards Earnings Total

Warren F. Kruger, 2018 $ 240,000 $ 8,000 $ - $ - $ 248,000
President and Chief 2017 $ 240,000 $ 62,000 $ - $ - $ 302,00
Executive Officer 2016 $ 240,000 $ 2,000 $ - $ - $ 242,000

William W. Rahhal, 2018 $ 130,000 $ 8,000 $ - $ - $ 138,000
Chief Financial Officer 2017 $ 130,000 $ 32,000 $ - $ - $ 162,000
2016 $ 107,500 $ 2,000 $ - $ - $ 109,500

The following table provides information with respect to named executive officers concerning outstanding equity awards as of May 31, 2018:

Outstanding Equity Awards at Fiscal Year End

None.

Directors’ Compensation

Greystone pays compensation to members of the Board of Directors in the amount of $7,500 per meeting attended. In fiscal years 2018 and 2017, $30,000
was paid to each of Messrs. Kruger, Rosene and LeBarre.

17

Because the Board of Directors consists of three persons of which two are outside directors, the Board has not considered it necessary to create a
compensation committee. All of Greystone’s directors participate in determining compensation for officers with Mr. Kruger abstaining from any discussions
concerning his compensation.

Compensation for Loan Guarantees

Effective September 1, 2016, the Board of Directors awarded each of Messrs. Kruger and Rosene a warrant to purchase 250,000 of Greystone’s common
stock at an exercise price of $0.01 per share and a cash payment of $65,000. The warrants are fully vested and have a life of ten years.

Compensation Program as it Relates to Risk

We have reviewed our compensation policies and practices for both executives and non-executives as they relate to risk and have determined that at this
time they are not reasonably likely to have a material adverse effect on us.

Amended and Restated Stock Option Plan

General
. Greystone’s Amended and Restated Stock Option Plan (the “Stock Plan”) is administered by the Board of Directors of Greystone or, if the
Board so authorizes, by a committee of the Board of Directors consisting of not less than two members of the Board of Directors. The Stock Plan is presently
administered by the entire Board of Directors since no separate committee of the Board has been designated to administer the Stock Plan. Accordingly, many of the
references below in this description of the Stock Plan to the Board of Directors could also be construed to be a committee thereof. All managerial and other key
employees of Greystone and/or its subsidiaries who hold positions of significant responsibility or whose performance or potential contribution, in the judgment of
the Board of Directors, will benefit the future success of Greystone are eligible to receive grants under the Stock Plan. In addition, each director of Greystone who
is not an employee of Greystone is eligible to receive certain option grants pursuant to provisions of the Stock Plan. Previously, the Stock Plan was set to expire on
May 11, 2011 and the maximum number of shares of common stock in respect of which options could be granted under the Stock Plan was 2,000,000. However,
on May 5, 2012, the Board of Directors voted to cause the Stock Plan to be extended for another 10 years and to increase the number of shares of common stock in
respect of which options could be granted to 2,500,000. This number is subject to appropriate equitable adjustment in the event of a reorganization, stock split or
stock dividend or other similar change affecting Greystone’s common stock.

Price
and
Terms
. Each option is evidenced by an agreement between Greystone and the optionee. Unless otherwise determined by the Board of Directors
at the time of grant, all options become exercisable at the rate of 25% of the total shares subject to the option on each of the first four anniversary dates of the date
of grant, provided that the Board of Directors may, at any time, accelerate the date any outstanding option becomes exercisable. The exercise price for each share
placed under option pursuant to the Stock Plan is determined by the Board of Directors but cannot in any event be less than 100% of the fair market value of such
share on the date the option was granted.

Effect
of
Termination
or
Death
. If an optionee’s employment with Greystone is terminated for any reason other than death or termination for cause, an
option will be exercisable for a period of three months after the date of termination of employment as to all then vested portions of the option. In addition, the
Board of Directors may, in its sole discretion, approve acceleration of the vesting of any unvested portions of the option. If an optionee’s employment with
Greystone is terminated for cause (as defined in the Stock Plan), the option shall terminate as of the date of such termination of employment, and the optionee shall
have no further rights to exercise any portion of the option. If an optionee dies while employed by Greystone, any unvested portion of the option as of the date of
death shall be vested as of the date of death, and the option shall be exercisable in full by the heirs or legal representatives of the optionee for a period of 12 months
following the date of death. In any event, options terminate and are no longer exercisable after 10 years from the date of the grant.

Continued
Service
as
a
Director
. In the event any optionee who is an employee and also a director of Greystone ceases to be employed by Greystone but
continues to serve as a director of Greystone, the Board of Directors may determine that all or a portion of such optionee’s options shall not expire three months
following the date of employment as described above, but instead shall continue in effect until the earlier of the date the optionee ceases to be a director of
Greystone or the date the option otherwise expires according to its stated date of expiration. Termination of any such option in connection with the optionee’s
termination of service as a director will be on terms similar to those described above in connection with termination of employment.

18

Grants
to
Non-Employee
Directors
. In order to retain, motivate and reward non-employee directors of Greystone, the Stock Plan extends participation to
non-employee directors on the terms and conditions described below. The exercise price for options granted to non-employee directors is equal to 100% of the fair
market value per share of common stock on the date the option is granted. As with options granted to employees, unless otherwise determined by the Board of
Directors at the time of grant, all options granted to non-employee directors become exercisable at the rate of 25% of the total shares subject to the option on each
of the first four anniversary dates of the date of grant. The Board of Directors is also entitled at any time to accelerate the date any outstanding option becomes
exercisable. If a non-employee director’s service on the Board of Directors is terminated for any reason other than death or removal from the Board of Directors for
cause, an option will be exercisable for a period of three months after the date of removal from the Board of Directors as to all then vested portions of the option. If
a non-employee director is removed from the Board of Directors for cause, the option will terminate as of the date of such removal, and the optionee shall have no
further rights to exercise any portion of the option. If a non-employee director optionee dies while serving on the Board of Directors, any unvested portion of the
option as of the date of death shall be vested as of the date of death, and the option shall be exercisable in full by the heirs or legal representatives of the optionee
for a period of 12 months following the date of death. In any event, options terminate and are no longer exercisable after 10 years from the date of the grant.

Other than as described above, all options granted to non-employee directors are subject to the same terms and conditions generally applicable to options
granted to employees under the Stock Plan.

Exercise
of
Options
. The exercise price of options may be paid in cash, by certified check, by tender of stock of Greystone (valued at fair market value
on the date immediately preceding the date of exercise), by surrender of a portion of the option, or by a combination of such means of payment. The prior consent
of the Board of Directors is required in connection with the payment of the exercise price of options by tender of shares or surrender of a portion of the option,
except that the consent of the Board of Directors is not required if the exercise price is paid by surrender of shares that have been owned by the optionee for more
than six months prior to the date of exercise of the option or by a combination of cash and shares that have been owned for more than six months.

Effect
of
Certain
Corporate
Transactions
. In the event of any change in capitalization affecting the common stock of Greystone, such as a stock
dividend, stock split, recapitalization, merger, consolidation, split-up, combination or exchange of shares or other form of reorganization, liquidation, or any other
change affecting the common stock, proportionate adjustments will be made with respect to the aggregate number and type of securities for which options may be
granted under the Stock Plan, the number and type of securities covered by each outstanding option, and the exercise price of outstanding options so that optionees
will be entitled upon exercise of options to receive the same number and kind of stock, securities, cash, property or other consideration that the optionee would
have received in connection with the change in capitalization if such option had been exercised immediately preceding such change in capitalization. The Board of
Directors may also make such adjustments in the number of shares covered by, and the price or other value of any outstanding options in the event of a spin-off or
other distribution, other than normal cash dividends, of company assets to shareholders. In addition, unless the Board of Directors expressly determines otherwise,
in the event of a Change in Control (as defined in the Stock Plan) of Greystone, all outstanding options will become immediately and fully exercisable and
optionees will be entitled to surrender, within 60 days following the Change in Control, unexercised options or portions of options in return for a cash payment
equal to the difference between the aggregate exercise price of the surrendered options and the fair market value of the shares of common stock underlying the
surrendered options.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance under Equity Compensation Plans

As of May 31, 2018, Greystone had one equity incentive plan under which equity securities have been authorized for issuance to Greystone’s directors,
officers, employees and other persons who perform substantial services for or on behalf of Greystone. The following table provides certain information relating to
such stock option plan during the year ended May 31, 2018:

Equity Compensation Plan Information
(a) (b) (c)
Number of securities remaining
Number of securities to be Weighted-average available for future issuance
issued upon exercise exercise price of under equity compensation
of outstanding options, outstanding options, plans (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
Equity compensation plans approved by security
holders 200,000 $ 0.12 -0-

19

Security Ownership of Certain Beneficial Owners and Management

As of May 31, 2018, Greystone had 28,361,201 shares of its common stock and 50,000 shares of its 2003 preferred stock outstanding. Each share of the
2003 preferred stock is convertible into approximately 66.67 shares of Greystone’s common stock.

The following table sets forth certain information regarding the shares of Greystone’s common stock beneficially owned as of May 31, 2018, by (i) each
person known by Greystone to own beneficially 5% or more of Greystone’s outstanding common stock, (ii) each of Greystone’s directors and named officers, and
(iii) all of Greystone’s directors and named officers as a group:

Shares of
Shares of Senior
Common Preferred
Stock Stock Voting Shares Percent of
Name and Address of Beneficially Percent of Beneficially Percent of Beneficially Total Voting
Beneficial Owner Owned (1) Class (2) Owned (3) Class Owned (4) Power

Warren F. Kruger
Chairman, President and CEO
1613 East 15th Street
Tulsa, OK 74120 10,443,842(5) 34.49% 25,000 50.00% 10,193,842 32.16%

William W. Rahhal
Chief Financial Officer
1613 East 15th Street
Tulsa, OK 74120 307,883(6) 1.09% -0- -0- 307,883 0.97%

Robert B. Rosene, Jr.
Director
1323 E. 71st Street, Suite 300
Tulsa, OK 74136 5,135,717(7) 16.96% 25,000 50.00% 4,885,717 15.42%

Larry J. LeBarre
Director
7518 Middlewood Street
Houston, TX 77063 538,703(8) 1.90% -0- -0- 538,703 1.70%

William Pritchard
2113 East 59 th Place
Tulsa, OK 74119 1,811,132(9) 6.39% -0- -0- 1,811,132 5.71%

All Directors & Officers as a Group (4
persons) 16,426,145(10) 51.02% 50,000 100.00% 15,926,145 50.25%

(1) The number of shares beneficially owned by each holder is calculated in accordance with the rules of the Commission, which provide that each
holder shall be deemed to be a beneficial owner of a security if that holder has the right to acquire beneficial ownership of the security within 60 days
through options, warrants or the conversion of another security; provided, however, if such holder acquires any such rights in connection with or as a
participant in any transaction with the effect of changing or influencing control of the issuer, then immediately upon such acquisition, the holder will
be deemed to be the beneficial owner of the securities. The number the shares of common stock beneficially owned by each holder includes common
stock directly owned by such holder and the number of shares of common stock such holder has the right to acquire upon the conversion of the
Senior Preferred Stock and/or upon the exercise of certain options or warrants.

20

(2) The percentage ownership for each holder is calculated in accordance with the rules of the Commission, which provide that any shares a holder is
deemed to beneficially own by virtue of having a right to acquire shares upon the conversion of warrants, options or other rights, or upon the
conversion of preferred stock or other rights are considered outstanding solely for purposes of calculating such holder’s percentage ownership.

(3) Each share of Senior Preferred Stock is convertible into approximately 66 2/3 shares of Greystone’s common stock. Therefore, Mr. Kruger’s 25,000
shares of Senior Preferred Stock are convertible into 1,666,666.66 shares of our common stock and Mr. Rosene’s 25,000 shares of Senior Preferred
Stock are convertible into 1,666,666.66 shares of our common stock.

(4) Total “Voting Shares” is defined as the number of shares of common stock outstanding, each share of which receives one vote, plus the 3,333,333.32
votes afforded to the holders of our Senior Preferred Stock, or 31,694,534.32 Voting Shares total. The number of Voting Shares reported by each
reporting person above represents the number of shares of common stock beneficially owned by such reporting person plus the number of votes
afforded to such reporting person as a holder of shares of Senior Preferred Stock, as applicable.

(5) The total includes: (i) 8,501,376 shares of common stock beneficially owned directly by Mr. Kruger; (ii) 19,000 shares held of record by Yorktown;
(iii) 6,800 shares of common stock that Mr. Kruger holds as custodian for minor children; (iv) 250,000 shares of common stock that Mr. Kruger may
acquire through the exercise of a warrant; and (v) 1,666,666 shares that Mr. Kruger has the right to acquire upon conversion of the Senior Preferred
Stock.

(6) The total includes: (i) 255,000 shares of common stock beneficially owned directly by Mr. Rahhal; and (ii) 52,883 shares of common stock which
Mr. Rahhal owns as a joint tenant.

(7) The total includes: (i) 3,219,051 shares of common stock beneficially owned directly by Mr. Rosene; 250,000 shares of common stock that Mr.
Rosene may acquire through the exercise of a warrant; and (ii) 1,666,666 shares that Mr. Rosene has the right to acquire upon conversion of the
Senior Preferred Stock.

(8) The total includes 538,703 shares of common stock beneficially owned directly by Mr. LeBarre.

(9) The total includes: (i) 1,767,029 shares of common stock beneficially owned directly by Mr. Pritchard (ii) 9,000 shares of common stock that Mr.
Pritchard holds as custodian for a minor child and (iii) 35,103 shares held of record by Maritch Services, Inc.

(10) The director and officer group includes each reporting person in the above table other than Mr. Pritchard. The total includes: (i) 12,574,203 shares of
common stock; (ii) 250,000 shares of common stock that Mr. Kruger has the right to acquire by exercising a warrant; (iii) 250,000 shares of common
stock that Mr. Rosene has the right to acquire by exercising a warrant; (v) 1,666,666 shares of common stock that Mr. Kruger has the right to acquire
upon conversion of the Senior Preferred Stock; and (vi) 1,666,666 shares of common stock that Mr. Rosene has the right to acquire upon conversion
of the Senior Preferred.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

General

For information regarding loans from or to Warren Kruger, see “Transactions with Warren Kruger and Related Entities” under the heading “Liquidity and
Capital Resources” in Item 7 of this Form10-K.

For information regarding an advance from Robert Rosene, see “Advances and Loans from Robert Rosene” under the heading “Liquidity and Capital
Resources” in Item 7 of this Form10-K.

For information regarding the loan from IBC and Messrs. Kruger’s and Rosene’s relationship thereto, see “Loan from International Bank of Commerce
(“IBC”) in Item 7 of this Form 10-K.

Transactions with TriEnda Holdings, L.L.C.
TriEnda Holdings, L.L.C. (“TriEnda”) is a manufacturer of plastic pallets, protective packaging and dunnage utilizing thermoform processing of which
Warren F. Kruger, Greystone’s President and CEO, is the non-executive chairman of the board of directors of Kruger Brown Holdings, LLC (“KBH”), which owns
a majority interest in TriEnda. Mr. Kruger’s net interest through KBH is not a majority ownership interest in TriEnda. Greystone charged a tolling fee to TriEnda
for blending and pelletizing plastic resin using TriEnda’s equipment and raw materials. Revenue from TriEnda totaled $531,487 in fiscal year 2017. Effective
March 1, 2017, services to TriEnda were discontinued.

21

Greystone purchases certain pallet designs from TriEnda for resale. During fiscal year 2018, Greystone purchases from TriEnda totaled $68,302.

Transactions with Green Plastic Pallets
Green Plastic Pallets (“Green”) is an entity owned by James Kruger, a brother to Warren Kruger, Greystone’s President and CEO. Green purchased
pallets from Greystone totaling $421,965 and $312,130 in fiscal years 2018 and 2017, respectively. At May 31, 2018, Green owed $55,080 to Greystone.

Other Transactions

Greystone leases two buildings located in Bettendorf, Iowa, from which it conducts its manufacturing operations, from Greystone Real Estate, L.L.C., a
variable interest entity which is owned by Robert B. Rosene, Jr., a member of Greystone’s board of director, and Warren Kruger, Greystone’s President and CEO
and a member of Greystone’s Board of Directors. Rental payments are $40,266 per month for both buildings.

Director Independence

Greystone has determined that Messrs. LeBarre and Rosene are “independent” within the meaning of Rule 5605(a)(2) of the NASDAQ listing standards.
Because of the small size of Greystone’s Board of Directors, it has not established any committees. Rather, the entire Board acts as, and performs the same
functions as, the audit committee, compensation committee and nominating committee. Mr. Kruger is not considered “independent” within the meaning of Rule
5605(a)(2) of the NASDAQ listing standards.

Item 14. Principal Accounting Fees and Services.

The following is a summary of the fees billed to Greystone by HoganTaylor LLP, Greystone’s independent registered public accounting firm, for
professional services rendered for the fiscal years ended May 31, 2018 and May 31, 2017:

Fiscal 2018 Fees Fiscal 2017 Fees
Fee Category

Audit Fees(1) $ 168,000 $ 168,000
Audit-Related Fees 0 0
Tax Fees 0 0
All Other Fees 0 0

Total Fees $ 168,000 $ 168,000

(1)Audit Fees consist of aggregate fees billed for professional services rendered for the audit of Greystone’s annual consolidated financial statements and review of
the interim consolidated financial statements included in quarterly reports or services that are normally provided by the independent registered public accounting
firm in connection with statutory and regulatory filings or engagements during the fiscal years ended May 31, 2018 and May 31, 2017, respectively.

The entire Board of Directors of Greystone is responsible for the appointment, compensation and oversight of the work of the independent registered
public accounting firm and approves in advance any services to be performed by the independent registered public accounting firm, whether audit-related or not.
The entire Board of Directors reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence
of the independent registered public accounting firm. All of the fees shown above were pre-approved by the entire Board of Directors.

22

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) (1) Consolidated Financial Statements

The financial statements required under this item are included in Item 8 of Part II.

(2) Schedules

None.

(3) Exhibits

Exhibit
No. Description
2.1 Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an Oklahoma
corporation, filed with the Delaware Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.1 of Greystone’s Form 8-
K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).

2.2 Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an Oklahoma
corporation, filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.2 of Greystone’s Form 8-

3.1 Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated herein by
reference to Exhibit 3.1 of Greystone’s Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).

3.2 Bylaws of PalWeb Oklahoma Corporation as adopted on May 2, 2002 (incorporated herein by reference to Exhibit 3.2 of Greystone’s Form 8-

4.1 Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (included in Exhibit 3.1).

4.2 Certificate of the Designation, Preferences, Rights and Limitations of PalWeb Corporation’s Series 2003 Cumulative Convertible Senior Preferred
Stock (incorporated herein by reference to Exhibit 4.1 of Greystone’s Form 8-K dated September 8, 2003, which was filed with the SEC on
September 23, 2003).

4.3 Certificate of Ownership and Merger, Merging Greystone Logistics, Inc., into PalWeb Corporation filed with the Oklahoma Secretary of State on
March 18, 2005 (incorporated herein by reference to Exhibit 4.1 of Greystone’s Form 8-K dated March 18, 2005, which was filed with the SEC on
March 24, 2005).

10.1** Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.32 of Greystone’s Form 10-KSB for the Fiscal Year
Ended May 31, 2002, which was filed with the SEC on September 13, 2002).

10.2** Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 99.8 of Greystone’s Form 10-KSB for the Fiscal Year

10.3** Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 99.9 of Greystone’s Form 10-KSB for the Fiscal Year

10.4** Form of Nonemployee Director Stock Option Agreement (incorporated herein by reference to Exhibit 99.10 of Greystone’s Form 10-KSB for the
Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).

10.5 ** Form of Employee Director Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.36 of Greystone’s Form 10-KSB for
the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).

10.6 Loan Agreement dated January 31, 2014, among Greystone Logistics, Inc., Greystone Manufacturing, L.L.C. and International Bank of Commerce
(incorporated herein by reference to Exhibit 10.1 of Greystone’s Form 8-K filed on February 5, 2014).

10.7 Promissory Note (Revolving Loan) dated January 31, 2014, made by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. in favor of
International Bank of Commerce (incorporated herein by reference to Exhibit 10.2 of Greystone’s Form 8-K filed on February 5, 2014).

23

10.8 Promissory Note (Equipment Term Loan) dated January 31, 2014, made by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. in favor
of International Bank of Commerce (incorporated herein by reference to Exhibit 10.3 of Greystone’s Form 8-K filed on February 5, 2014).

10.9 Industrial Lease dated as of July 1, 2004, by and between Greystone Properties, LLC, and Greystone Manufacturing, L.L.C. (incorporated herein by
reference to Exhibit 10.1 of Greystone’s Form 10-QSB for the Quarterly Period Ended February 28, 2005, which was filed with the SEC on April
20, 2005).

10.10 Promissory Note dated as of December 15, 2005 in the amount of $2,066,000 issued by Greystone Logistics, Inc. and Greystone Manufacturing,
L.L.C. to Robert B. Rosene, Jr. (incorporated herein by reference to Exhibit 10.2 of Greystone’s Form 10-QSB for the Quarterly Period Ended
November 30, 2005, which was filed with the SEC on January 17, 2006).

10.11 Security Agreement dated as of December 15, 2005 by and between Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. and Robert B.
Rosene, Jr. relating to Promissory Note in the amount of $2,066,000. (incorporated herein by reference to Exhibit 10.5 of Greystone’s Form 10-QSB
for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).

10.12** Amendment to Greystone’s Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.25 to Greystone’s Form 10-K
filed on September 14, 2012).

10.13 Sixth Amendment dated August 8, 2018, to the Loan Agreement dated January 31, 2014 among Greystone Logistics, Inc., Greystone
Manufacturing, LLC and International Bank of Commerce (submitted herewith)

10.14 Promissory note (Term Loan F) dated August 8, 2018, made by Greystone (submitted herewith).

21.1 Subsidiaries of Greystone Logistics, Inc. (submitted herewith).

23.1 Consent of HoganTaylor LLP (submitted herewith).

31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as
amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).

31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(submitted herewith).

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(submitted herewith).

101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at May 31, 2018 and 2017, (ii) the Consolidated
Statements of Income for the years ended May 31, 2018 and 2017, (iii) the Consolidated Statements of Changes in Equity for the years ended May
31, 2018 and 2017, (iv) the Consolidated Statements of Cash Flows for the years ended May 31, 2018 and 2017, and (v) the Notes to Consolidated
Financial Statements.

** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
24

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

(Registrant)

Date: August 29, 2018 /s/ Warren F. Kruger
Warren F. Kruger
Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date: August 29, 2018 /s/ Warren F. Kruger
Warren F. Kruger
Director, President and Chief Executive Officer
(Principal Executive Officer)

Date: August 29, 2018 /s/ Robert B. Rosene, Jr.
Robert B. Rosene, Jr., Director

Date: August 29, 2018 /s/ Larry J. LeBarre
Larry J. LeBarre, Director

Date: August 29, 2018 /s/ William W. Rahhal
William W. Rahhal, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

25

Index to Financial Statements

CONSOLIDATED FINANCIAL STATEMENTS OF GREYSTONE LOGISTICS, INC.

Report of Independent Registered Public Accounting Firm F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Income F-4

Consolidated Statements of Changes in Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

F- 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Greystone Logistics, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Greystone Logistics, Inc. and its subsidiaries (the Company) as of May 31, 2018 and 2017, and
the related consolidated statements of income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial
statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of May 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on
our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ HoganTaylor LLP

We have served as the Company’s auditor since 2007.

Tulsa, Oklahoma
August 29, 2018

F- 2

Greystone Logistics, Inc. and Subsidiaries
Consolidated Balance Sheets

May 31,
2018 2017
Assets
Current Assets:
Cash $ 379,632 $ 579,021
Accounts receivable -
Trade, net of allowance for doubtful accounts of $-0- and $31,660, respectively 4,951,148 6,160,145
Related party receivables 60,045 73,578
Inventory 3,089,267 1,587,552
Prepaid expenses 215,617 136,395
Total Current Assets 8,695,709 8,536,691

Property, Plant and Equipment, net 25,353,876 19,706,782

Deferred Tax Asset - 281,415

Total Assets $ 34,049,585 $ 28,524,888

Liabilities and Equity
Current Liabilities:
Current portion of long-term debt $ 2,324,046 $ 2,493,236
Current portion of capital leases 2,160,807 2,261,560
Accounts payable and accrued expenses 4,651,695 5,727,903
Deferred revenue 3,404,334 -
Accrued expenses - related parties 55,104 29,076
Preferred dividends payable - 29,726
Total Current Liabilities 12,595,986 10,541,501

Long-Term Debt, net of current portion 16,836,180 15,310,754
Capital Leases, net of current portion 1,733,007 1,532,503
Deferred Tax Liability 490,965 -

Equity:
Preferred stock, $0.0001 par value, cumulative, 20,750,000 shares authorized, 50,000 shares issued
and outstanding, liquidation preference of $5,000,000 5 5
Common stock, $0.0001 par value, 5,000,000,000 shares authorized, 28,361,201 shares issued and
outstanding 2,836 2,836
Additional paid-in capital 53,790,764 53,790,764
Accumulated deficit (52,485,313) (53,724,991)
Total Greystone Stockholders’ Equity 1,308,292 68,614
Non-controlling interest 1,085,155 1,071,516
Total Equity 2,393,447 1,140,130

Total Liabilities and Equity $ 34,049,585 $ 28,524,888

The accompanying notes are an integral part of these consolidated financial statements.

F- 3

Consolidated Statements of Income

For the Year Ended May 31,
2018 2017

Sales $ 48,609,075 $ 40,044,110

Cost of Sales 41,570,319 32,573,570

Gross Profit 7,038,756 7,470,540

General, Selling and Administrative Expenses 3,034,027 3,015,960

Operating Income 4,004,729 4,454,580

Other Income (Expense):
Other income 12,144 17,175
Interest expense (1,373,392) (1,212,857)

Income before Income Taxes 2,643,481 3,258,898
Provision for Income Taxes 772,380 1,011,990
Net Income 1,871,101 2,246,908

Income Attributable to Non-controlling Interest (247,039) (240,165)

Preferred Dividends (384,384) (345,822)

Net Income Attributable to Common Stockholders 1,239,678 $ 1,660,921

Income Per Share of Common Stock -
Basic and Diluted $ 0.04 $ 0.06

Weighted Average Shares of Common Stock Outstanding -
Basic 28,361,201 28,322,160
Diluted 28,993,110 28,906,086


F- 4

Consolidated Statements of Changes in Equity

Total Greystone
Additional Stockholders’ Non-
Preferred Stock Common Stock Paid-in Accumulated Equity controlling
Shares Amount Shares Amount Capital Deficit (Deficit) Interest Total
Balances, May 31, 2016 50,000 $ 5 27,886,201 $ 2,789 $ 53,613,811 $ (55,385,912) $ (1,769,307) $ 1,044,960 $ (724,347)

Common stock options exercised - - 475,000 47 56,953 - 57,000 - 57,000

Issuance of warrants - - - - 120,000 - 120,000 - 120,000

Cash distributions - - - - - - - (213,609) (213,609)

Preferred dividends - - - - - (345,822) (345,822) - (345,822)

Net income - - - - - 2,006,743 2,006,743 240,165 2,246,908

Balances, May 31, 2017 50,000 5 28,361,201 2,836 53,790,764 (53,724,991) 68,614 1,071,516 1,140,130

Cash distributions - - - - - - - (233,400) (233,400)

Preferred dividends - - - - - (384,384) (384,384) - (384,384)

Net income - - - - - 1,624,062 1,624,062 247,039 1,871,101

Balances, May 31, 2018 50,000 $ 5 28,361,201 $ 2,836 $ 53,790,764 $ (52,485,313) $ 1,308,292 $ 1,085,155 $ 2,393.447


F- 5

Consolidated Statements of Cash Flows

For the Year Ended May 31,
2018 2017
Cash Flows from Operating Activities:
Net income $ 1,871,101 $ 2,246,908
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization 3,686,121 2,772,465
Change in deferred taxes 772,380 1,002,267
Loss on sale of equipment 7,932 -
Decrease (increase) in trade accounts receivable 1,208,997 (1,224,120)
Decrease in related party receivable 13,533 76,535
Increase in inventory (1,501,715) (283,057)
Increase in prepaid expenses (79,222) (66,137)
Increase (decrease) in accounts payable and accrued
expenses (1,321,375) 1,726,444
Increase in deferred revenue 3,404,334 -
Net cash provided by operating activities 8,062,086 6,251,305

Cash Flows from Investing Activities:
Purchase of property and equipment (6,710,210) (2,698,665)
Proceeds from sale of equipment 3,000 -
Net cash used in investing activities (6,707,210) (2,698,665)

Cash Flows from Financing Activities:
Proceeds from long-term debt 2,638,200 -
Proceeds from revolving loan 2,119,000 860,000
Payments on long-term debt and capitalized leases (5,431,836) (3,720,951)
Payments on related party note payable (232,119) (72,335)
Payments on revolving loan - (275,000)
Payments for debt issue costs - (130,000)
Proceeds from exercised stock options - 57,000
Dividends paid on preferred stock (414,110) (376,101)
Distributions paid by non-controlling interest (233,400) (213,609)
Net cash used in financing activities (1,554,265) (3,870,996)

Net Decrease in Cash (199,389) (318,356)
Cash, beginning of year 579,021 897,377

Cash, end of year $ 379,632 $ 579,021

F- 6

Greystone Logistics, Inc.

Notes to Consolidated Financial Statements
May 31, 2018 and 2017

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

organization
Greystone Logistics, Inc. (“Greystone”), through its two wholly-owned subsidiaries, Greystone Manufacturing, LLC (“GSM”) and Plastic Pallet
Production, Inc. (“PPP”), is engaged in the manufacture and marketing of plastic pallets. and pelletized recycled plastic resin.

Principles of consolidation

The consolidated financial statements include the accounts of Greystone, its subsidiaries and entities required to be consolidated by the accounting
guidance for variable interest entities (“VIE”). All material intercompany accounts and transactions have been eliminated.

Greystone consolidates its VIE, Greystone Real Estate, L.L.C. (“GRE”), which owns the manufacturing facilities which are occupied by Greystone. GRE
is owned by Warren F. Kruger, President and CEO, and Robert B. Rosene, Jr., a member of Greystone’s Board of Directors.

use of estimates

The preparation of Greystone’s financial statements in conformity with accounting principles generally accepted in the United States of America requires
Greystone’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes.
Actual results could differ materially from those estimates.

accounts Receivable and allowance for doubtful accounts

Greystone carries its accounts receivable at their face value less an allowance for doubtful accounts. On a periodic basis, Greystone evaluates its accounts
receivable and establishes an allowance for doubtful accounts based on a combination of specific customer circumstances, credit conditions and history of
collections. Based on periodic reviews of outstanding accounts receivable, Greystone writes off balances deemed to be uncollectible against the allowance
for doubtful accounts.

inventory

Inventory consists of finished pallets and raw materials which are stated at the lower of average cost or net realizable value.

Property, Plant and equipment

Greystone’s property, plant and equipment is stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful
lives, as follows:

Plant buildings 39 years
Production machinery and equipment 5-12 years
Leasehold improvements 5-7 years
Furniture & fixtures 3-5 years

Upon sale, retirement or other disposal, the related costs and accumulated depreciation of items of property, plant or equipment are removed from the
related accounts and any gain or loss is recognized. When events or changes in circumstances indicate that assets may be impaired, an evaluation is
performed comparing the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount. If the asset’s carrying amount
exceeds the cash flows, a write-down to fair value is required.

F- 7

Debt Issuance Costs

The Company capitalizes debt issuance costs as incurred and amortizes such costs on a straight-line basis across the term of the debt. Debt issuance costs
are fully amortized when the debt is repaid or refinanced.

stock options

The grant-date fair value of stock options and other equity-based compensation issued to employees is amortized on the straight-line basis over the
vesting period of the award as compensation cost. The fair value of new option grants is estimated using the Black-Scholes option pricing model. The
Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility,
dividend yields and expected holding periods.

Recognition of Revenues

Greystone’s sales agreements to customers, other than one of its primary customers, generally provide for risk of loss to pass to the customers upon
shipment from Greystone’s plant in Bettendorf, Iowa. Revenue is recognized for these customers at the date of shipment.

Greystone’s agreement with one of its major customers provides that (1) risk of loss or damages for product in transit remain with Greystone and (2) the
product is subject to approval and acceptance at the buyer’s premises. Accordingly, Greystone recognizes revenue when product has been delivered to the
customer’s sites and risk of loss has passed to the customer.

For sales to all customers, cost of goods sold is recognized when the related revenue is recognized.

income Taxes

Greystone accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the consolidated financial statements and tax bases of assets and liabilities and tax loss
carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse.

earnings Per share

Basic earnings per share is computed by dividing the earnings available to common stockholders by the weighted average number of common shares
outstanding for the year. In arriving at income available to common stockholders, preferred stock dividends are deducted from net income for the year.

Greystone’s Series 2003 preferred stock, which is convertible into 3,333,333 shares of common stock, was not included in the computation of diluted
earnings per share for the fiscal years 2018 and 2017 as the effect would have been antidilutive.

F- 8

Recent accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from
contracts with customers ” (“ASU 2014-09”) which creates a comprehensive set of guidelines for the recognition of revenue under the principle:
“Recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services.” The requirements of ASU 2014-09 will require either retrospective application to each
prior period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. On July
9, 2015, FASB voted to approve a one-year deferral of the effective date such that the effective date for Greystone’s interim and annual periods begins
June 1, 2018.

Management has reviewed the requirements of ASU 2014-09 with its current policies and procedures surrounding revenue recognition. The recognition of
revenue under ASU 2014-09 will not materially change from prior years; however, procedures have been implemented for reviewing sales agreements for
compliance with ASU 2014-09. Additionally, Greystone will adopt ASU 2014-09 on a retrospective basis as the adoption does not require any changes to
Greystone’s consolidated financial statements for fiscal year 2017.

In February 2016, the FASB issued Accounting Standards 2016-02, Leases (Topic 842) , which is intended to improve financial reporting about leasing
transactions. The ASU will require organizations (“lessees”) that lease assets with lease terms of more than twelve months to recognize on the balance
sheet the assets and liabilities for the rights and obligations created by those leases. Organizations that own the assets leased by lessees (“lessors”) will
remain largely unchanged from current GAAP. In addition, the ASU will require disclosures to help investors and other financial statement users better
understand the amount, timing and uncertainty of cash flows arising from leases. The effective date of this ASU is for fiscal years beginning after
December 31, 2018 and interim periods within that year. Management has reviewed Greystone’s leases and determined that the implementation of ASU
2016-02 will not have a material impact on the consolidated financial statements.
Note 2. INVENTORY

Inventory consists of the following as of May 31:

2018 2017
Raw materials $ 864,339 $ 669,083
Finished pallets 2,224,928 918,469

Total Inventory $ 3,089,267 $ 1,587,552

Note 3. PROPERTY, PLANT AND EQUIPMENT

A summary of the property, plant and equipment for Greystone is as follows, as of May 31:

2018 2017
Production machinery and equipment $ 35,270,326 $ 27,493,614
Plant buildings and land 5,739,491 5,296,784
Leasehold improvements 534,637 263,710
Furniture and fixtures 396,882 392,371
41,941,336 33,446,479

Less: Accumulated depreciation (16,587,460) (13,739,697)

Net Property, Plant and Equipment $ 25,353,876 $ 19,706,782

F- 9

Property, plant and equipment includes items which had not been placed into service as of May 31, 2018, as follows:

Production machinery and equipment $ 1,014,955
Plant buildings $ 345,807
Leasehold improvements $ 119,427

Two plant buildings and land located in Bettendorf, Iowa are owned by GRE, a variable interest entity, and have a net book value of $3,012,421 at May
31, 2018.

Depreciation expense for the years ended May 31, 2018 and 2017 is $3,549,065 and $2,658,501, respectively.

Note 4. LONG-TERM DEBT

Long-term debt consists of the following as of May 31:

2018 2017
Term loan A payable to International Bank of Commerce, prime rate of interest plus
0.5% but not less than 4.0%, maturing April 30, 2023 $ 3,945,443 $ 4,626,191

Term loan B payable to International Bank of Commerce, prime rate of interest plus
0.5% but not less than 4.0%, maturing January 7, 2019 - 1,715,132

Term loan C payable to International Bank of Commerce, prime rate of interest plus
0.5% but not less than 4.0%, maturing August 4, 2020 1,613,445 -

Term loan D payable to International Bank of Commerce, prime rate of interest plus
0.5% but not less than 4.75%, maturing January 10, 2022 2,314,935 -

Term loan E payable to International Bank of Commerce, prime rate of interest plus
0.5% but not less than 4.75%, maturing January 10, 2022 843,200 -

Revolving loan payable to International Bank of Commerce, prime rate of interest plus
0.5% but not less than 4.75%, due January 31, 2020 1,879,000 2,260,000

Term loan payable by GRE to International Bank of Commerce, interest rate of 4.5%,
monthly principal and interest payments of $26,215, due April 30, 2023 2,652,428 2,841,285

Note payable to Robert Rosene, 7.5% interest, due January 15, 2020 4,469,355 4,469,355

Note payable to First Bank, prime rate of interest plus 1.45% but not less than 4.95%,
monthly principal and interest payment of $30,628, due August 21, 2021 1,099,447 1,396,448

Note payable to Yorktown Management & Financial Services, LLC, 5.0% interest, due
February 28, 2019, monthly principal and interest payments of $20,629 181,850 413,969

Other 252,493 310,036
Face value of long-term debt 19,251,596 18,032,416
Less: Debt issue costs, net of amortization (91,370) (228,426)
19,160,226 17,803,990
Less: Current portion (2,324,046) (2,493,236)
Long-term debt $ 16,836,180 $ 15,310,754

The prime rate of interest as of May 31, 2018 was 4.75%. Effective June 15, 2018, the prime rate of interest increased to 5.00%.

F- 10

Loan agreement between greystone and international Bank of commerce (“iBc”)

On January 31, 2014, Greystone and GSM (the “Borrowers”) and International Bank of Commerce (“IBC”) entered into a Loan Agreement (the “IBC Loan
Agreement”). The IBC Loan Agreement, as amended, provides for certain term loans and a revolver loan.

Effective January 10, 2018, the Borrowers and IBC entered into the Fifth Amendment to the IBC Loan Agreement providing (i) a conversion of the existing
revolver loan with an outstanding balance of $2,500,000 into Term Loan D with a maturity date of January 10, 2022, (ii) an advancing Term Loan E of $1,000,000
with a maturity date of January 10, 2022 for the procurement of production equipment, and (iii) an amended and modified revolving loan of $3,000,000 with a
maturity date of January 31, 2020. The three notes bear interest at the greater of the prime rate of interest plus 0.5%, or 4.75%. At May 31, 2018, IBC had
advanced $843,200 against Term Loan E.

Effective August 4, 2017, the Borrowers and IBC entered into the Fourth Amendment to the IBC Loan Agreement providing for Term Loan C in the amount of
$1,795,000 for the purchase of certain production equipment. Term Loan C bears interest at the greater of prime plus 0.5%, or 4.00% and matures August 4, 2020.

The IBC term loans make equal monthly payments of principal and interest in such amounts sufficient to amortize the principal balance of (i) Term Loan A over a
seven-year period beginning January 31, 2016 (currently $74,455 per month), (ii) Term Loan C over a seven-year period beginning August 31, 2017 (currently
$25,205 per month) and (iii) Term Loan D over a four-year period beginning August 4, 2020 (currently $57,469 per month). Term Loan E requires monthly
interest payments until January 10, 2019, after which monthly payments of principal and interest are required in an amount sufficient to amortize the loan over a
four-year period. The monthly payments of principal and interest on the IBC term loans may vary as a result of changes in the prime rate of interest.

F- 11

The IBC Loan Agreement, as amended, provides a revolving loan in an aggregate principal amount of up to $3,000,000 (the “Revolving Loan”). The exact amount
which can be borrowed under the Revolving Loan from time to time is dependent upon the amount of the borrowing base, but can in no event exceed $3,000,000.
The Revolving Loan bears interest at greater of the prime rate of interest plus 0.5%, or 4.75% and matures January 31, 2020. The Borrowers are required to pay all
interest accrued on the outstanding principal balance of the Revolving Loan on a monthly basis. Any principal on the Revolving Loan that is prepaid by the
Borrowers does not reduce the original amount available to the Borrowers.

The IBC Loan Agreement includes customary representations and warranties and affirmative and negative covenants which include (i) requiring the Borrowers to
maintain a debt service coverage ratio of 1:25 to 1:00 and a funded debt to EBIDA ratio not exceeding 3:00 to 1:00, (ii) subject to certain exceptions, limiting the
Borrowers’ combined capital expenditures on fixed assets to $1,500,000 per year, (iii) prohibiting Greystone, without IBC’s prior written consent, from declaring
or paying any dividends, redemptions of stock or membership interests, distributions and withdrawals (as applicable) in respect of its capital stock or any other
equity interest, other than additional payments to holders of its preferred stock in an amount not to exceed $500,000 in any fiscal year, (iv) subject to certain
exceptions, prohibiting the incurrence of additional indebtedness by the Borrowers, and (v) requiring the Borrowers to prevent (A) any change in capital ownership
such that there is a material change in the direct or indirect ownership of (1) Greystone’s outstanding preferred stock, and (2) any equity interest in GSM, or (B)
Warren Kruger from ceasing to be actively involved in the management of Greystone as President and/or Chief Executive Officer. The foregoing list of covenants
is not exhaustive and there are several other covenants contained in the IBC Loan Agreement.

As of May 31, 2018, Greystone was not in compliance to maintain the debt service coverage ratio required by the IBC Loan Agreement. IBC issued a waiver,
dated August 27, 2018, to Greystone for failure to maintain the debt service coverage ratio at May 31, 2018.

The IBC Loan Agreement includes customary events of default, including events of default relating to non-payment of principal and other amounts owing under
the IBC Loan Agreement from time to time, inaccuracy of representations, violation of covenants, defaults under other agreements, bankruptcy and similar events,
the death of a guarantor, certain material adverse changes relating to a Borrower or guarantor, certain judgments or awards against a Borrower, or government
action affecting a Borrower’s or guarantor’s ability to perform under the IBC Loan Agreement or the related loan documents. Among other things, a default under
the IBC Loan Agreement would permit IBC to cease lending funds under the IBC Loan Agreement, and require immediate repayment of any outstanding loans
with interest and any unpaid accrued fees.

The IBC Loan Agreement is secured by a lien on substantially all of the assets of the Borrowers. In addition, the IBC Loan Agreement is secured by a mortgage
granted by GRE on the real property owned by GRE in Bettendorf, Iowa (the “Mortgage”). GRE is owned by Warren F. Kruger, Greystone’s President and CEO,
and Robert B. Rosene, Jr., a director of Greystone. Messrs. Kruger and Rosene have provided a combined limited guaranty of the Borrowers’ obligations under the
IBC Loan Agreement, with such guaranty being limited to a combined amount of $6,500,000 (the “Guaranty”). The Mortgage and the Guaranty also secure or
guaranty, as applicable, the obligations of GRE under the Loan Agreement between GRE and IBC dated January 31, 2014 as discussed in the following paragraph.

F- 12

Loan agreement between gRe and iBc
On January 31, 2014, GRE and IBC entered into a Loan Agreement (Real Estate Term Loan) (“GRE Loan Agreement) which provided for a mortgage loan to GRE
of $3,412,500. The loan provides for a 4.5% interest rate and a maturity of January 31, 2019 and is secured by a mortgage on the two buildings in Bettendorf, Iowa
which are leased to Greystone. As discussed in Note 16, Subsequent Event, GRE and IBC entered into the First Amendment to the GRE Loan Agreement
providing for an extension of the maturity date of the loan to April 30, 2023 and a new interest rate of 5.5%.
note Payable between greystone and Robert B. Rosene, Jr.
Effective December 15, 2005, Greystone entered into an agreement with Robert B. Rosene, Jr., a member of Greystone’s Board of Directors, to convert $2,066,000
of advances into a note payable at 7.5% interest.

Effective June 1, 2016, the note payable to Mr. Rosene was restated (the “Restated Note”) whereby accrued interest of $2,475,690 was combined with the
outstanding principal of $2,066,000 resulting in a note payable in the principal amount of $4,541,690 with an interest rate of 7.5% and a maturity of January 15,
2018, subsequently amended to January 15, 2020. The Restated Note requires the payment of accrued interest to Mr. Rosene. In addition, the Restated Note allows
Greystone to make additional payments, at Greystone’s discretion, up to an amount allowed by the IBC Loan Agreement.

note Payable between greystone and First Bank

In connection with the acquisition of certain equipment from Yorktown Management & Financial Services, LLC (“Yorktown”) effective February 1, 2017,
Greystone assumed a note payable in the amount of $1,469,713 between Yorktown and First Bank. The note bears interest at the prime rate of interest plus 1.45%
but not less than 4.95%. The rate of interest was 6.20% at May 31, 2018. The First Bank note is secured by certain production equipment.

note Payable between greystone and yorktown management & Financial services, LLc (“yorktown”)
On February 29, 2016, Greystone entered into an unsecured note payable to Yorktown in the amount of $688,296 in connection with the acquisition of equipment
from Yorktown. The note payable bears interest at the rate of 5% and is payable over three years with monthly principal and interest payments of $20,629.

maturities

Maturities of Greystone’s long-term debt for the five years after May 31, 2018 are $2,324,046, $8,764,654, $3,470,454, $2,168,481 and $2,523,961.

Note 5. CAPITAL LEASES

Capital leases consist of the following as of May 31:

2018 2017
Non-cancelable capital leases with private pallet leasing
company $ 3,893,814 $ 3,794,063
Less: Current portion (2,160,807) (2,261,560)
Non-cancelable capital leases, net of current portion $ 1,733,007 $ 1,532,503

In February, 2018, Greystone entered into a five-year lease agreement, interest rate of 7.4% and maturity date of February 24, 2023, (“Agreement A”) with an
unrelated private company to provide for certain production equipment with a cost of approximately $2.0 million. In August, 2016, Greystone entered into a three-
year lease agreement, interest rate of 5.0% and maturity date of August 7, 2019, (“Agreement B”) with the same unrelated private company to provide for certain
production equipment with a total cost of approximately $5.4 million. The lease agreements include a bargain purchase option to acquire the production equipment
at the end of the lease terms. Lease payments are made on a per invoice basis at rates of (i) $3.32 per pallet produced on the leased equipment and sold to the
private company, estimated at $46,000 per month, for Agreement A and (ii) $6.25 per pallet produced on the equipment and sold to the private company, estimated
at $154,000 per month, for Agreement B. Both Agreements A & B provide for minimum monthly lease rental payments based upon the total pallets sold in excess
of a specified amount not to exceed the monthly productive capacity of the leased machines.

F- 13

The production equipment under the non-cancelable capital leases at May 31, 2018 and 2017 is as follows:

2018 2017
Production equipment under capital leases $ 7,591,574 $ 5,365,889
Less: Accumulated amortization (974,811) (380,233)
Production equipment under capital leases, net $ 6,616,763 $ 4,985,656

Amortization of the carrying amount of $594,578 and $380,233 was included in depreciation expense for the years ended May 31, 2018 and 2017, respectively.

Future minimum lease payments under non-cancelable capital leases as of May 31, 2018, are approximately:

Year ended May 31, 2019 $ 2,353,164
Year ended May 31, 2020 547,800
Year ended May 31, 2021 547,800
Year ended May 31, 2022 547,800
Year ended May 31, 2023 338,490
Total lease payments 4,335,054
Imputed interest 441,240
Present value of minimum lease payments $ 3,893,814

Note 6. DEFERRED REVENUE

In February, 2018, a new customer entered into a contract with Greystone to purchase plastics pallets with shipments occurring from May 2018 through about
August 2018. The customer prepaid $4,595,034 to provide funding to Greystone for procuring raw materials to produce the pallets. Revenue will be recognized by
Greystone as pallets are shipped to the customer. The unrecognized balance at May 31, 2018 was $3,404,334.

Note 7. RELATED PARTY TRANSACTIONS

Transactions with Warren F. Kruger, chairman
Yorktown Management & Financial Services, LLC (“Yorktown”), an entity wholly owned by Greystone’s CEO and President, owns and rents to Greystone (1)
grinding equipment used to grind raw materials for Greystone’s pallet production and (2) extruders for pelletizing recycled plastic into pellets for resale and for use
as raw material in the manufacture of pallets. Greystone compensates Yorktown for the use of equipment as discussed below.

F- 14

Rental fees. GSM pays weekly rental fees of $22,500 and $5,000 to Yorktown for grinding equipment and pelletizing equipment, respectively. Total rental fees of

approximately $1,430,000 were paid in both fiscal years 2018 and 2017.

Yorktown provides office space in Tulsa, Oklahoma for Greystone at a monthly rental of $2,200 until December 31, 2016. Effective January 1, 2017, Greystone
and Yorktown entered into a five-year lease for expanded office space at a monthly rental of $4,000 per month. Total rent expense was $48,000 and $35,400 for
fiscal years 2018 and 2017, respectively. At May 31, 2018, future minimum payments under the non-cancelable operating lease are $48,000 for fiscal years 2019,
2020 and 2021 and $28,000 for fiscal year 2022.

acquisitions from yorktown. On September 1, 2016, Yorktown acquired the plastic resin pelletizing equipment from TriEnda Holdings, L.L.C., which was used by
Greystone to blend and pelletize plastic resin for a tolling fee. During the period from September 1, 2016 through January 31, 2017, Greystone rented this
equipment from Yorktown for a total of $163,204. Effective February 1, 2017, Greystone acquired this equipment from Yorktown for $1,500,076, which included
a cash payment of $30,627 and the assumption of a note payable to First Bank in the amount of $1,469,713.

compensation related to Loan guarantees. Effective September 1, 2016, Greystone’s Board of Directors authorized the issuance of warrants to purchase 250,000
shares of Greystone’s common stock for $0.01 per share to Mr. Kruger and a cash payment of $65,000 as compensation for providing guarantees on Greystone’s
debt with International Bank of Commerce. The warrants are vested and expire January 10, 2027. The warrants, valued as of the measurement date for
approximately $60,000, and the cash payment were capitalized as debt issue costs to be amortized over the remaining loan term.

Transactions with Trienda Holdings, L.L.c.

TriEnda Holdings, L.L.C. (“TriEnda”) is a manufacturer of plastic pallets, protective packaging and dunnage utilizing thermoform processing of which Warren F.
Kruger, Greystone’s President and CEO, is the non-executive chairman of the board of directors of Kruger Brown Holdings, LLC (“KBH”), which owns a majority
interest in TriEnda. Mr. Kruger’s net interest through KBH is not a majority ownership interest in TriEnda. Greystone charged a tolling fee to TriEnda for blending
and pelletizing plastic resin using TriEnda’s equipment and raw materials. Revenue from TriEnda totaled $538,024 in fiscal year 2017. Effective March 1, 2017,
services to TriEnda were discontinued.

Greystone purchases certain pallet designs from TriEnda for resale. During fiscal year 2018, Greystone purchases from TriEnda totaled $68,302.

Transactions with Robert B. Rosene, Jr., director

note payable. Effective December 15, 2005, Greystone entered into an agreement with Robert B. Rosene, Jr., a member of Greystone’s Board of Directors, to
convert $2,066,000 of advances into a note payable at 7.5% interest. Effective June 1, 2016, the note payable to Mr. Rosene was restated (the “Restated Note”)
whereby the accrued interest as of June 1, 2016 of $2,475,690 was combined with the outstanding principal of $2,066,000, resulting in a note payable in the
principal amount of $4,541,690 with an interest rate of 7.5% and a maturity of January 15, 2018, subsequently amended to January 15, 2020. The Restated Note
requires the payment of accrued interest to Mr. Rosene. In addition, the Restated Note allows Greystone to make additional payments, at Greystone’s discretion, up
to an amount allowed by the IBC Loan Agreement.

F- 15

compensation related to Loan guarantees. Effective September 1, 2016, Greystone’s Board of Directors authorized the issuance of warrants to purchase 250,000

shares of Greystone’s common stock for $0.01 per share to Mr. Rosene and a cash payment of $65,000 as compensation for providing guarantees on Greystone’s
debt with International Bank of Commerce. The warrants are vested and expire January 10, 2027. The warrants, valued as of the measurement date for
approximately $60,000, and the cash payment were capitalized as debt issue costs to be amortized over the remaining loan term.

Transactions with green Plastic Pallets

Green Plastic Pallets (“Green”) is an entity owned by James Kruger, a brother to Warren Kruger, Greystone’s President and CEO. Green purchased pallets from
Greystone totaling $421,966 and $312,130 in fiscal years 2018 and 2017, respectively. At May 31, 2018, Green owed $55,080 to Greystone.

Note 8. FEDERAL INCOME TAXES

Deferred taxes as of May 31, 2018 and 2017 are as follows:

2018 2017
Deferred tax asset:
Net operating loss carryforward $ 2,015,616 $ 2,102,924
Accrued expenses 101,320 113,021
Allowance for doubtful accounts - 8,788
Other 27,432 27,540
Total deferred tax asset 2,144,368 2,252,273
Deferred tax liability:
Depreciation and amortization, tax reporting
in excess of financial (2,635,333) (1,970,858)
Net deferred tax asset (liability) $ (490,965) $ 281,415

In assessing the reliability of deferred tax assets, management considers the likelihood of whether it is more likely than not the net deferred tax asset will be
realized. Based on this evaluation, management has determined that Greystone will be able to realize the full effect of the deferred tax asset and no valuation
allowance has been recorded as of May 31, 2018 and 2017, respectively.

The net change in deferred taxes for the year ended May 31, 2018 and 2017 is as follows:

2018 2017
Net operating loss carryforward $ (87,308) $ (229,465)
Depreciation and amortization, tax reporting
in excess of financial (664,475) (911,766)
Stock compensation costs - 18,124
Allowance for doubtful accounts (8,788) 4,280
Accrued expenses (11,701) 113,021
Other (108) 3,539
Net decrease $ (772,380 ) $ (1,002,267)

F- 16

The provision for income taxes at May 31, 2018 and 2017 consists of the following:

2018 2017
Current income tax – Federal and State $ - $ 9,723
Deferred income tax provision 772,380 1,002,267
Provision for income taxes $ 772,380 $ 1,011,990

Greystone’s provision for income taxes for the years ended May 31, 2018 and 2017 differs from the federal statutory rate as follows:

2018 2017
Tax provision using statutory rates 21% 34%
State income taxes 9 -
Federal tax rate change adjustment (2) -
Expiring net operating losses 3 -
VIE income passed to members (2) (3)
Tax provision per financial statements 29% 31%

On December 22, 2017, the President signed into legislation The Tax Cuts and Jobs Act (the Act). The Act changes existing U.S. tax law and included numerous
provisions that will affect Greystone’s business, including income tax accounting, disclosure and tax compliance. Greystone revalued all deferred tax assets and
liabilities as of the date of the Act. The result of this revaluation was an increase in deferred taxes in the amount of $57,039 and a like decrease in the provision for
income taxes.

At May 31, 2018, Greystone had a net operating loss (NOL) for Federal income tax purposes from inception through May 31, 2005 of $14,467,000 expiring in
fiscal year 2019 through fiscal year 2025 of which $1,575,000 is management’s estimate of the usable amount pursuant to Internal Revenue Code Section 382. The
limitation is due to a change in control of Greystone during the fiscal year ended May 31, 2005. The utilization of NOL’s accumulated through fiscal year 2005 is
limited to approximately $225,000 per year.

NOL Year
Carryforward Expiring
Cumulative through May 31, 2005 $ 1,575,000 2019 - 2025
Year ended May 31, 2006 120,983 2026
Year ended May 31, 2007 2,151,837 2027
Year ended May 31, 2011 746,484 2031
Year ended May 31, 2015 321,625 2035
Year Ended May 31, 2016 1,060,747 2036
Year Ended May 31, 2018 1,481,098 N/A

Note 9. STOCKHOLDERS’ EQUITY

convertible Preferred stock
In September 2003, Greystone issued 50,000 shares of Series 2003, cumulative, convertible preferred stock, par value $0.0001, for a total purchase price of
$5,000,000. Each share of the preferred stock has a stated value of $100 and a dividend rate equal to the prime rate of interest plus 3.25% and may be converted
into common stock at the conversion rate of $1.50 per share or an aggregate of 3,333,333 shares of common stock. The holder of the preferred stock has been
granted certain voting rights so that such holder has the right to elect a majority of the Board of Directors of Greystone. Preferred stock dividends must be fully
paid before a dividend on the common stock may be paid.
F- 17

Warrants to Purchase common stock

Effective September 1, 2016, Greystone’s Board of Directors authorized the issuance of warrants to purchase 250,000 shares of Greystone’s common stock for
$0.01 per share to each of Warren F. Kruger, President and CEO, and Robert B. Rosene, Jr., a member of Greystone’s board, as compensation for providing
guarantees on Greystone’s debt with IBC. The warrants are vested and expire January 10, 2027. The issuance was capitalized as debt issuance cost as of the
measurement date for approximately $120,000 and amortized over the remaining guaranty term.

The value of Greystone’s common stock on September 1, 2016 was $0.24 per share. The estimated fair value at the date of the grant for the warrants utilizing the
Black-Scholes option valuation model and the assumptions used in the Black-Scholes option model for fiscal year 2017 are as follows:

Estimated fair value of warrants at date of grant $ 120,000
Black-Scholes model assumptions
Average expected life (years) 6
Average expected volatility factor 145.77%
Average risk-free interest rate 4.0%
Average expected dividend yields $ -0-
Note 10. STOCK OPTIONS

Greystone has a stock option plan that provides for the granting of options to key employees and non-employee directors. The options are to purchase common
stock at not less than fair market value at the date of the grant. Stock options generally expire in ten years from the date of grant or upon termination of
employment, and are generally exercisable one year from date of grant in cumulative annual installments of 25%. Following is a summary of option activity for the
two years ended May 31, 2018:

Remaining
Weighted Average Contractual
Number Exercise Price Life (years) Intrinsic Value
Total outstanding, May 31, 2016 675,000 $ 0.12
Exercised during fiscal year 2017 (475,000) $ 0.12
Total outstanding May 31, 2017 200,000 $ 0.12
Total outstanding May 31, 2018 200,000 $ 0.12 4.0
Exercisable as of May 31, 2018 200,000 $ 0.12 4.0 $ 54,000
Non-vested as of May 31, 2018 -0-

Share-based compensation cost was $-0- and $53,424 for fiscal years 2018 and 2017, respectively.

Note 11. FINANCIAL INSTRUMENTS

The following methods and assumptions are used in estimating the fair-value disclosures for financial instruments:

F- 18

Cash, Accounts Receivable and Accounts Payable: The carrying amounts reported in the balance sheet for cash, accounts receivable and accounts payable
approximate fair value due to the short-term maturity of these instruments.

Long-Term Debt: The carrying amount of loans with floating rates of interest approximate fair value. Fixed rate loans are valued based on cash flows
using estimated rates for comparable loans. As of May 31, 2018 and 2017, the carrying amounts reported in the balance sheet approximate fair value for
the variable and fixed rate loans.

Note 12. SUPPLEMENTAL INFORMATION OF CASH FLOWS

Supplemental information of cash flows for the years ended May 31, 2018 and 2017:

2018 2017
Non-cash investing and financing activities:
Acquisition of equipment through capital lease $ 2,225,685 $ 5,323,864
Revolver loan converted to term loan $ 2,500,000 $ -
Acquisition of buildings through note payable $ - $ 318,750
Acquisition of equipment from related party in
exchange for receivable and/or note payable $ - $ 1,469,713
Acquisition of equipment in accounts payable $ 373,214 $ 102,019
Conversion of related party accrued interest to
long-term debt $ - $ 2,475,690
Warrants issued as debt service costs $ - $ 120,000
Preferred dividend accrual $ - $ 29,726

Supplemental information:
Interest paid $ 1,347,364 $ 1,183,781

Note 13. CONCENTRATIONS

For the fiscal years 2018 and 2017, Greystone had two customers that accounted for approximately 76% and 71% of total sales, respectively.

Greystone purchases damaged pallets from its customers at a price based on the value of the raw material content of the pallet. A majority of these purchases are
from one of Greystone’s major customers which were approximately $1,616,469 and $1,611,000 in fiscal years 2018 and 2017, respectively.

Note 14. VARIABLE INTEREST ENTITIES (VIE)

greystone Real estate, L.L.c.

GRE, is owned by Warren Kruger, President and CEO, and Robert Rosene, a member of the Board of Directors. GRE was created solely to own and lease
buildings that GSM occupies in Bettendorf, Iowa.

The buildings, having a carrying value of $3,012,421 and $3,128,293 at May 31, 2018 and 2017, respectively, serve as collateral for GRE’s debt. The debt had a
carrying value of $2,652,428 and $2,841,285 at May 31, 2018 and 2017, respectively.

F- 19

Note 15. COMMITMENTS

At May 31, 2018, Greystone had outstanding commitments totaling $2,071,400 for the acquisition of equipment.

Note 16. SUBSEQUENT EVENT

On August 8, 2018, Greystone and IBC entered into the Sixth Amendment to the IBC Loan Agreement dated January 31, 2014 (the “Sixth Amendment”) whereby
IBC made an additional term loan to Borrowers in the original principal amount of $3,600,000 (“Term Loan F”). Term Loan F has an interest rate of the prime rate
of interest plus 0.5% but not less than 5.25% and a maturity date of February 8, 2021. The monthly principal and interest payments are based on an amortization of
the principal over 60 months. The proceeds from Term Loan F will be used to acquire new production equipment. In addition, the Sixth Amendment included
extensions for Term Loan A to April 30, 2023 and Term Loan C to July 31, 2020.

On August 8, 2018, Greystone Real Estate, L.L.C. and IBC entered into the First Amendment to Loan Agreement (Real Estate Term Loan) dated January 31, 2014
(“Agreement”) changing the rate of interest to 5.5% and extending the maturity date of the loan to April 30, 2023.

F- 20

Index to Exhibits

Exhibit
No. Description
2.1 Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an
Oklahoma corporation, filed with the Delaware Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.1 of
Greystone’s Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).

2.2 Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an
Oklahoma corporation, filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.2 of
Greystone’s Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).

3.1 Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated
herein by reference to Exhibit 3.1 of Greystone’s Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).

3.2 Bylaws of PalWeb Oklahoma Corporation as adopted on May 2, 2002 (incorporated herein by reference to Exhibit 3.2 of Greystone’s Form
8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).

4.1 Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (included in
Exhibit 3.1).

4.2 Certificate of the Designation, Preferences, Rights and Limitations of PalWeb Corporation’s Series 2003 Cumulative Convertible Senior
Preferred Stock (incorporated herein by reference to Exhibit 4.1 of Greystone’s Form 8-K dated September 8, 2003, which was filed with
the SEC on September 23, 2003).

4.3 Certificate of Ownership and Merger Merging Greystone Logistics, Inc., into PalWeb Corporation filed with the Oklahoma Secretary of
State on March 18, 2005 (incorporated herein by reference to Exhibit 4.1 of Greystone’s Form 8-K dated March 18, 2005, which was filed
with the SEC on March 24, 2005).

10.1** Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.32 of Greystone’s Form 10-KSB for the Fiscal
Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).

10.2** Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 99.8 of Greystone’s Form 10-KSB for the
Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).

10.3** Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 99.9 of Greystone’s Form 10-KSB for the Fiscal
Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).

10.4** Form of Nonemployee Director Stock Option Agreement (incorporated herein by reference to Exhibit 99.10 of Greystone’s Form 10-KSB
for the Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).

10.5 ** Form of Employee Director Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.36 of Greystone’s Form 10-
KSB for the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).

10.6 Loan Agreement dated January 31, 2014, among Greystone Logistics, Inc., Greystone Manufacturing, L.L.C. and International Bank of
Commerce (incorporated herein by reference to Exhibit 10.1 of Greystone’s Form 8-K filed on February 5, 2014).

10.7 Promissory Note (Revolving Loan) dated January 31, 2014, made by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. in
favor of International Bank of Commerce (incorporated herein by reference to Exhibit 10.2 of Greystone’s Form 8-K filed on February 5,
2014).

10.8 Promissory Note (Equipment Term Loan) dated January 31, 2014, made by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C.
in favor of International Bank of Commerce (incorporated herein by reference to Exhibit 10.3 of Greystone’s Form 8-K filed on February 5,
2014).

10.9 Industrial Lease dated as of July 1, 2004, by and between Greystone Properties, LLC, and Greystone Manufacturing, L.L.C. (incorporated
herein by reference to Exhibit 10.1 of Greystone’s Form 10-QSB for the Quarterly Period Ended February 28, 2005, which was filed with the
SEC on April 20, 2005).

10.10 Promissory Note dated as of December 15, 2005 in the amount of $2,066,000 issued by Greystone Logistics, Inc. and Greystone
Manufacturing, L.L.C. to Robert B. Rosene, Jr. (incorporated herein by reference to Exhibit 10.2 of Greystone’s Form 10-QSB for the
Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).

10.11 Security Agreement dated as of December 15, 2005 by and between Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. and Robert
B. Rosene, Jr. relating to Promissory Note in the amount of $2,066,000 (incorporated herein by reference to Exhibit 10.5 of Greystone’s Form
10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).

10.12** Amendment to Greystone’s Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.25 to Greystone’s Form
10-K filed on September 14, 2012).

10.13 Sixth Amendment dated August 8, 2018, to the Loan Agreement dated January 31, 2014 among Greystone Logistics, Inc., Greystone
Manufacturing, LLC and International Bank of Commerce (submitted herewith).

10.14 Promissory note (Term Loan F) dated August 8, 2018, made by Greystone (submitted herewith.

21.1 Subsidiaries of Greystone Logistics, Inc. (submitted herewith).

23.1 Consent of HoganTaylor LLP (submitted herewith).

31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as

31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (submitted herewith).

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (submitted herewith).

101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at May 31, 2018 and 2017, (ii) the
Consolidated Statements of Income for the years ended May 31, 2018 and 2017, (iii) the Consolidated Statements of Changes in Equity for the
years ended May 31, 2018 and 2017, (iv) the Consolidated Statements of Cash Flows for the years ended May 31, 2018 and 2017, and (v) the
Notes to Consolidated Financial Statements.

** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

Exhibit 10.13
SIXTH AMENDMENT TO LOAN AGREEMENT

THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this “ Amendment ”) is made as of August 8, 2018 (the “ Effective Date ”) among
INTERNATIONAL BANK OF COMMERCE , an Oklahoma state banking corporation, successor in interest to International Bank of Commerce, a Texas state
banking association (“ Lender ”), GREYSTONE LOGISTICS, INC. , an Oklahoma corporation, GREYSTONE MANUFACTURING, L.L.C. , an Oklahoma
limited liability company (together, the “ Borrowers ”), and the undersigned Guarantors, and ratifies and amends (a) the Loan Agreement (Revolving Loan and
Equipment Term Loan) dated as of January 31, 2014, as previously amended five times, most recently by the Fifth Amendment to Loan Agreement dated as of
January 10, 2018 among Borrowers and Lender (as so amended, the “ Loan Agreement ”), and (b) the other Loan Documents, as and to the extent described below.

Borrowers, Guarantors and Lender agree as follows:

1. Definitions . Capitalized terms used but not defined in this Amendment have the meanings given to them in the Loan Agreement.

2. Amendments . The “ Maturity Date ” specified in the third paragraph of Term Note A for Term Loan A is extended until April 30, 2023. To evidence
this extension, Borrowers shall execute and deliver to Lender a replacement to Term Note A dated as of the Effective Date. Additionally, Lender has agreed to
extend a new term loan to Borrowers, subject to the terms and conditions of this Amendment and the Loan Documents, and modify certain other provisions of the
Loan Agreement. Accordingly, the Loan Agreement is amended as follows:

(a) The following new definitions are added to Section 1.1 of the Loan Agreement in appropriate alphabetical order:

“ Sixth Amendment ” means the Sixth Amendment to Loan Agreement among Borrowers, Guarantors and Lender dated as of
the Sixth Amendment Date.

“ Sixth Amendment Date ” means August 8, 2018.

“ Term Loan F ” has the meaning provided in Section 2.2(f) .

“ Term Note F ” means the Promissory Note dated as of the Sixth Amended Date executed by Borrowers in favor of Lender in
the original principal amount of Term Loan F, as amended, modified, replaced, restated, extended or renewed from time to
time.

(b) The following existing definitions in Section 1.1 of the Loan Agreement are amended and restated in their entirety as follows:

“ Term Loans ” means Term Loan A, Term Loan B, Term Loan C, Term Loan D, Term Loan E and Term Loan F.

“ Term Note A ” means the Amended and Restated Promissory Note dated as of the Sixth Amendment Date executed by the
Borrowers in favor of the Lender in the outstanding principal amount of Term Loan A as of the Sixth Amendment Date, as
amended, modified, replaced, restated, extended or renewed from time to time

“ Term Notes ” means Term Note A, Term Note B, Term Note C, Term Note D, Term Note E and Term Note F.

(c) Subpart(I)(i) of the definition of “ Eligible Receivables ” in Section 1.1 of the Loan Agreement is amended and restated in its entirety as
follows:

(i) the account is not paid (A) in the case of any account owing by Anheuser Busch Companies, LLC or its
subsidiaries, within 120 days from its invoice date, (B) in the case of Molson Coors Brewing Company or its subsidiaries,
within 120 days from its invoice date or (C) in the case of all other accounts, within 60 from its invoice date

(d) The following is added to the Loan Agreement as a new Section 2.2(f) :

(f) Lender shall make an advancing term loan to Borrowers in the original principal amount of $3,600,000 (“ Term
Loan F ”).

(e) The following is added to the Loan Agreement as a new Section 2.3(g) :

(g) Term Loan F is available in a single disbursement on the Sixth Amendment Date. Lender is not obligated to make
any disbursement until all conditions precedent to the Sixth Amendment have been satisfied.

(f) The following is added to the Loan Agreement as a new Section 2.4(g) :

(g) Term Loan F is evidenced by, and Borrowers shall repay Term Loan F in accordance with, Term Note F. Interest
will accrue on the outstanding principal balance of Term Loan F as described in Term Note F, except as otherwise provided in
the Loan Documents.

(g) Section 8.1 of the Loan Agreement is amended and restated in its entirety as follows:
Section 8.1. Use of Proceeds. Borrowers shall use (a) the Revolving Loan proceeds only for general working capital
purposes, (b) the Equipment Term Loan proceeds only for repaying the F&M Debt, paying the Closing Dividend and
financing the Yorktown Equipment Acquisition, (c) the New Equipment Loan proceeds only for financing the Milacron
Equipment Acquisition and paying Lender’s fees and costs associated with the First Amendment, (d) Term Loan C proceeds
only for financing the Second Milacron Equipment Acquisition and paying Lender’s fees and costs associated with the Fourth
Amendment, (e) Term Loan E proceeds only for financing the acquisition of injection product molding equipment, and (f)
Term Loan F proceeds only for acquiring additional injection product molding and other equipment.

2

(h) Section 8.10(f) of the Loan Agreement is amended and restated in its entirety as follow:

(f) Additional Debt for business purposes that does not exceed a total principal amount of $500,000 outstanding at
any one times.

3. Effect of this Amendment . Except as expressly provided above, this Amendment is not a waiver of, amendment to, consent to or modification of (a)
any term or provision of any of the Loan Documents, or (b) any event, condition, or transaction on the part of any Person.

4. Ratification of Loan Documents . The Loan Documents remain in full force and effect as amended by this Amendment. Each Borrower and each
Guarantor (a) ratifies and confirms in all respects each Loan Document to which it is a party; (b) agrees that each Loan Document remains in full force and effect;
and (c) confirms, ratifies and agrees that, as applicable, the terms “Obligations”, “Guaranteed Obligations”, “Secured Obligations”, “Indebtedness” and any other
similar term as used in any of the Loan Documents (including the Loan Agreement, the Security Agreement, the Mortgage, and any Guaranty Agreement), each
include all indebtedness and obligations of Borrower to Lender under the Loan Documents, including the Loan extended by this Amendment.

5. Conditions . The effectiveness of this Amendment (and Lender’s obligation to extend Term Loan F) is subject to satisfaction of the following
conditions precedent, each of which exist for Lender’s sole benefit and may be waived by Lender only (in its sole discretion):

(a) Documents . Lender’s receipt of the following, each properly executed, each dated the Effective Date (or, in the case of certificates of
governmental officials, a recent date before the date of the Amendment) and each in form and substance satisfactory to Lender and its legal counsel:

(i) this Amendment;

(ii) Term Note A and Term Note F;

(iii) one or more certificates of resolutions or other action, incumbency certificates and/or other certificates as Lender requires with
accompanying governing documents for the Borrowers and Greystone Real Estate and actions and resolutions of the Borrowers and Greystone
Real Estate in connection with this Amendment; and

(iv) all other documents and instruments requested by Lender.

(b) Fees and Expenses . If required by Lender, Borrowers’ shall pay all out-of-pocket expenses required under Section 7 of this Amendment. If
Lender elects, in its sole discretion, to waive collection of any fees and expenses as a condition to the effectiveness of this Amendment, Borrowers will
remain obligated to pay those fees and expenses, which are due and payable on the Effective Date.

3

6. Representations and Warranties . Each Borrower and each Guarantor represents and warrants to the Lender that as of the date of this Amendment:

(a) its representations and warranties in the Loan Documents to which it is a party are true and correct in all material respects as though made on
Effective Date, except to the extent that any of them speak to a different specific date, in which case they are true and correct in all material respects as of
the earlier date;

(b) as of the Effective Date, (A) no Default or Event of Default exists, and (B) no Default or Event of Default exists under, and as defined in, the
Greystone Real Estate Loan Agreement;

(c) its execution, delivery and performance of this Amendment and all other Loan Documents executed by it in connection with this Amendment
have been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not contravene the terms of
any of its organizational documents, any law or any indenture, loan or credit agreement, or any other material agreement or instrument to which it is a
party or by which it is bound or to which it or its properties are subject;

(d) no authorizations, approvals or consents of, and no filings or registrations with, any governmental authority or any other Person are necessary
for the execution, delivery or performance by such Borrower or Guarantor of this Amendment or the other Loan Documents executed by it in connection
with this Amendment, or for the validity or enforceability thereof; and

(e) this Amendment and each other Loan Document to which it is a party constitutes such Borrower’s or Guarantor’s legal, valid and binding
obligations, enforceable against it in accordance with its terms, in all cases except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by
judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in
equity).

7. Fees and Expenses .

(a) Borrower shall pay Lender an origination fee equal to 0.5% of the principal amount of Term Loan F. This fee is due on the Effective Date.

(b) In accordance with Section 10.5 of the Loan Agreement (and without in any way limiting its provisions), Borrowers shall pay all reasonable
out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of Lender’s counsel (determined on the basis of
such counsel’s generally applicable rates) in connection with (i) this Amendment, the preparation of this Amendment and any other Loan Documents, and
any filings or other documents or instruments required in connection with the preparation of this Amendment or the other Loan Documents, and (ii) the
enforcement, collection or protection of its rights in connection with the Loan Documents, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect the Loan Documents and this Agreement. Expenses being reimbursed by Borrowers under this Section
include, without limitation, costs and expenses incurred in connection with appraisals, field examinations, insurance reviews, flood determinations, lien
and title searches and title insurance, and recording and filing fees or taxes.

4

8. Events of Default Unaffected . Nothing in this Amendment is a waiver of any Default or Event of Default, or of any right or remedy available to the
Lender by reason of the occurrence or existence of any Default or Event of Default.

9. Releases . Each Borrower and each Guarantor, for itself and on behalf of all its predecessors, successors, assigns, agents, employees, representatives,
officers, directors, managers, members, shareholders, beneficiaries, trustees, administrators, subsidiaries, Affiliates, employees, servants and attorneys (collectively
the “ Releasing Parties ”), releases and forever discharges Lender and its successors, assigns, partners, directors, officers, agents, attorneys, and employees from
any and all claims, demands, cross-actions, controversies, causes of action, damages, rights, liabilities and obligations, at law or in equity whatsoever, known or
unknown, now held, owned or possessed by any or all of the Releasing Parties or that any or all of the Releasing Parties hold or claim to hold in the future as a
result of any actions or inactions occurring on or before the Effective Date, under common law or statutory right, arising directly or indirectly out of out of the
Loans, any of the Loan Documents, or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Each
Borrower and each Guarantor understands and agrees that this is a full, final and complete release and agrees that this release may be pleaded as an absolute and
final bar to any or all suit or suits pending or that are filed or prosecuted in the future by any of the Releasing Parties, or anyone claiming by, through or under any
of the Releasing Parties, in respect of any of the matters released hereby, and that no recovery on account of the matters described herein may hereafter be had
from anyone whomsoever, and that the consideration given for this release is not an admission of liability.

10. Governing Law; Miscellaneous . T his Amendment is governed by the Loan Agreement, including the rules of construction provided in Section 1.2
and the miscellaneous provisions of Article X thereof. Unless stated otherwise, (a) the singular number includes the plural and vice versa and words of any gender
include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, and (c) this Amendment may be
executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed
together to constitute the same document.

[ signaTuRe Pages aTTacHed ]

5

THIS SIXTH AMENDMENT TO LOAN AGREEMENT is executed and delivered by the undersigned effective as of the Effective Date.
“BORROWERS”

GREYSTONE LOGISTICS, INC. ,
an Oklahoma corporation

By: /s/ Warren F. Kruger
Warren F. Kruger, President/CEO

GREYSTONE MANUFACTURING, L.L.C. ,
an Oklahoma limited liability company

Warren F. Kruger, Manager

signaTuRe Page
sixTH amendmenT To Loan agReemenT


“GUARANTORS”

/s/ Warren F. Kruger
Warren F. Kruger

/s/ Robert B. Rosene Jr,
Robert B. Rosene, Jr.

signaTuRe Page


“LENDER”

INTERNATIONAL BANK OF COMMERCE,
an Oklahoma state banking corporation, successor in interest to International
Bank of Commerce, a Texas state banking association

By: /s/ andrew J. Levinson
Andrew J. Levinson
President - Tulsa Region

signaTuRe Page

Exhibit 10.14

PROMISSORY NOTE
(Term Loan F)
$3,600,000.00 August 8, 2018

THIS PROMISSORY NOTE (as amended, modified, replaced, restated, extended or renewed from time to time, this “ Note ”) is made as of the date
indicated above and evidences indebtedness of GREYSTONE LOGISTICS, INC. , an Oklahoma corporation, and GREYSTONE MANUFACTURING,
L.L.C. , an Oklahoma limited liability company (collectively, the “ Borrowers ” and each individually, a “ Borrower ”), to INTERNATIONAL BANK OF
COMMERCE , an Oklahoma state banking corporation (together with any and all of its successors and assigns and/or any other holder of this Note, the “ Lender
”).

Borrowers jointly and severally promise to pay to the order of Lender the principal sum of $3,600,000.00, or so much thereof as has been advanced and is
outstanding, in legal and lawful money of the United States of America, with interest as it accrues on the outstanding principal balance from the date of this Note
until paid. This Note is executed pursuant to, and is the “ Term Note F ” described in, the Loan Agreement dated January 31, 2014 among the Borrowers and the
Lender, as amended six times, most recently by the Sixth Amendment to Loan Agreement of even date herewith among Borrowers and the Lender (as so amended,
and as further amended, modified or restated from time to time, the “ Loan Agreement ”). Capitalized terms used but not defined in this Note have the meanings
assigned to them in the Loan Agreement.

Interest will accrue on the outstanding principal balance of this Note at an annual interest rate equal to the greater of (a) the floating “ Prime Rate ”
(defined below) as it fluctuates from time to time, plus 0.5%, or (b) 5.25%, but will not exceed an annual rate equal to the lesser of (x) 6.95%, or (y) the highest
non-usurious rate of interest permitted by (i) Oklahoma Law or (ii) United States Federal Law, if and only if Federal Law permits a higher interest rate (the “
Maximum Rate ”). The rate of interest due on this Note will be recomputed as of the date of any change in the Prime Rate.

Borrowers shall pay Lender all accrued but unpaid interest on this Note’s outstanding principal balance on August 31, 2018 and on the last day of each
following month until February 28, 2019 (the “ Amortization Start Date ”). On the Amortization Start Date and on the last day of each following month until
February 8, 2021 (this date, or any earlier date on which this Note’s principal balance is accelerated in full in accordance with the Loan Documents, the “ Maturity
Date ”), Borrowers shall make combined payments of principal and interest. Borrowers’ first payment of principal and interest will be in an amount sufficient to
amortize the original principal balance of this Note over 60 months (the “ Amortization Period ”) at the interest rate applicable on the first payment date.
Borrowers’ monthly payment will be recalculated as of the first day of the month after any change in the applicable interest rate (each a “ Recalculation Date ”),
subject to the provisions below. Each recalculation will be based upon the outstanding principal balance of this Note on the Recalculation Date, the remaining
portion of the Amortization Period as of the Recalculation Date, and the interest rate then in effect. Notwithstanding the fixed monthly payments due and payable
under this paragraph between each Recalculation Date, principal sums due and outstanding will continue to bear interest at all times at the interest rate applicable to
this Note. If the actual amount applied to principal at any time is less than the amount that would have been applied to principal if the indebtedness evidenced by
this Note were amortized over the Amortization Period, with adjustments to the payment amount occurring on the same date as any changes in the applicable
interest rate, then Lender may include such amount in the recalculation of the monthly payment on the Recalculation Date. Amounts repaid under this Note
(including prepaid amounts) may not be reborrowed.

Lender will apply sums paid in excess of the amount sufficient to cause the indebtedness hereunder to be amortized over the Amortization Period to
reduce principal sums outstanding. Lender shall notify Borrowers of revisions in payment amounts, and Lender’s determinations with respect thereto will be
conclusive in the absence of manifest error. Any failure by Lender to revise the payment amount hereunder at any time does not constitute a waiver of Lender’s
ability to do so thereafter, whether with respect to an immediately preceding increase in the applicable interest rate or a subsequent increase in such rate, and
regardless of any lapse of time between such increase and the notice of a revision in a payment amount. Subsequent decreases in the rate will not obligate Lender
to reduce the amount of any monthly installments hereunder. Regardless, Borrowers shall pay all unpaid principal and accrued interest on the Maturity Date, if not
previously paid in full.

Lender will apply each payment as of its scheduled due date and in the order of application as Lender elects in its sole discretion. All payments will be
made to the Lender by mailing payment to P.O. Box 26020, Oklahoma City, OK 73126-0020 or by delivering payment in person at 2250 E. 73rd Street,
Tulsa, OK 74136.
The principal of this Note may be prepaid in whole or in part at any time, without premium or penalty.

The “ Prime Rate ” is the NEW YORK PRIME RATE, which for purposes of this Note means the annual lending rate of interest announced from time to
time by JPMorgan Chase Bank, N.A. as its prime rate. If JPMorgan Chase Bank, N.A. does not announce its prime rate, then the IBC Prime Rate minus one
percent (1%) will be the Prime Rate. The IBC Prime Rate is the annual lending rate of interest announced from time to time by International Bank of Commerce as
its prime rate.

Use of either the New York Prime Rate or the IBC Prime Rate is not a warranty or representation by Lender that such rate is more favorable than another
rate or index, that rates on other loans or credit facilities may not be based on other indices or that rates on loans to others may not be made below such prime rate.

Interest under this Note is calculated on a 360-day factor applied on a 365-day year or a 366-day year (if the year is a leap year) on the unpaid principal to
the date of each installment paid. Notwithstanding anything to the contrary contained in this Note or the other Loan Documents, interest under this Note shall not
exceed the Maximum Rate. If the calculation of interest on the principal sum of this Note results in the interest rate in effect under this Note exceeding the
Maximum Rate, then such interest will be recalculated on the basis of the actual number of days elapsed in the period for which interest is being calculated and a
year of 365 or 366 days, as applicable.

To the extent allowed by Law, matured unpaid amounts will bear interest computed on a full calendar year 365/365 days basis, or on a 366/366 days basis
(if the year is a leap year), at a rate of interest equal to the lesser of (a) four percent (4%) per annum above the rate then in effect, or (ii) the Maximum Rate.

If any payment required under this Note is not made within ten (10) days from the due date, Lender may in its sole discretion, to the extent permitted by
law, require the Borrowers to pay a one-time “late charge” per late payment equal to five percent (5%) of the amount of the past due principal and interest of such
payment, with a minimum of $10.00 and a maximum of $1,500.00 per late payment. The “late charge” may be assessed without notice, and shall be immediately
due and payable. This provision is inapplicable if the outstanding indebtedness under the Note is accelerated in full.

The Borrowers shall pay all outstanding unpaid principal, all accrued and unpaid interest, and all fees accrued and unpaid late charges, and/or other
charges incurred in this transaction by, or for the benefit of the Borrowers, that remain due and owing, on the Maturity Date.

If all or a part of the indebtedness represented by this Note is collected at Law or in equity or in bankruptcy, receivership or other court proceedings or if
this Note is placed in the hands of attorneys for collection after default, each Borrower and any endorser or guarantor hereof agree to pay hereunder, in addition to
the principal and interest due and payable hereon, reasonable attorneys’ fees, court costs and other collection expenses incurred by the holder hereof.

Each Borrower and any endorser or guarantor hereof hereby waive presentment for payment, demand, notice of nonpayment, protest and notice of protest
with respect to any payment hereunder and agree to any extension of time with respect to any payment due hereunder, to any substitution or release of the security
or collateral described in the Security Instruments and to the addition or release of any party liable hereunder. No delay on the part of the holder hereof in
exercising any rights hereunder shall operate as a waiver of such rights.

This Note and the indebtedness evidenced hereby shall be construed and enforced in accordance with and governed by the Law of the State of Oklahoma,
without regard to any conflict-of-law principles that would apply the Law of any other jurisdiction.

Each of the undersigned, as a Borrower, and all others who are or become parties primarily or secondarily liable on this Note, whether as endorsers,
guarantors or otherwise, hereby agree that this Note may be renewed one or more times, the time for payment of this Note or any renewal Note extended, the
interest rate or other terms of the indebtedness evidenced hereby changed, any party released, or any action taken or omitted with respect to any collateral security,
including surrender of such security or failure to perfect any lien thereon, without notice or without releasing any of them, except as otherwise expressly agreed in
writing, and the obligation of such party shall survive whether or not the instrument evidencing such obligation shall have been surrendered or canceled. All such
parties waive presentment, demand for payment, protest and notice of nonpayment or dishonor and agree that failure of this holder to exercise any of its rights
hereunder in any instance shall not constitute a waiver thereof in that or any other instance.

This Note is non-assumable by any successor to or assignee of the Borrowers without the Lender’s prior written approval. If the Lender approves any
such assumption, the terms of this Note shall be binding upon the Borrowers’ respective successors and assigns. The terms of this Note shall inure to the benefit of
the Lender and its successors and assigns.

EACH BORROWER HEREBY AGREES TO SUBMIT TO THE JURISDICTIONAL PROVISIONS SET FORTH IN SECTION 10.17 OF THE
LOAN AGREEMENT, INCORPORATED HEREIN BY REFERENCE AND EXPRESSLY MADE APPLICABLE IN ITS ENTIRETY TO THIS NOTE
AND THE BORROWERS.

EACH BORROWER AGREES THAT ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF THIS NOTE, ITS
NEGOTIATION AND/OR THE BREACH THEREOF, WILL BE RESOLVED AS SET FORTH IN SECTION 10.16 OF THE LOAN AGREEMENT,
INCORPORATED HEREIN BY REFERENCE AND EXPRESSLY MADE APPLICABLE IN ITS ENTIRETY TO THIS NOTE AND THE
BORROWERS.
WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO ARBITRATE ANY DISPUTE AS SET FORTH IN
THE LOAN AGREEMENT (AND INCORPORATED BY REFERENCE INTO THIS NOTE), TO THE EXTENT ANY DISPUTE IS NOT
SUBMITTED TO ARBITRATION OR IS DEEMED BY THE ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT
ARBITRABLE OR NOT REQUIRED TO BE ARBITRATED, EACH BORROWER WAIVES TRIAL BY JURY IN RESPECT OF ANY SUCH
DISPUTE AND ANY ACTION ON SUCH DISPUTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH
BORROWER, AND EACH BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE
BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS. LENDER IS
AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY
TRIAL. EACH BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS
AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY
TO DISCUSS THIS WAIVER WITH COUNSEL.
EACH BORROWER ACKNOWLEDGES EXECUTION OF THIS NOTE AND HAVING READ ALL OF ITS PROVISIONS AND AGREES
TO ITS TERMS.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES .

[ signaTuRe Page aTTacHed ]

THIS PROMISSORY NOTE is executed and delivered by the undersigned as of the first date indicated on the first page.

BORROWERS:

GREYSTONE LOGISTICS, INC. ,
an Oklahoma corporation

Warren F. Kruger, President/CEO

GREYSTONE MANUFACTURING, L.L.C. ,
an Oklahoma limited liability company

Warren F. Kruger, Manager

signaTuRe Page
PRomissoRy noTe - TeRm Loan F

Exhibit 21.1
Subsidiaries of Greystone Logistics, Inc.
As of May 31, 2018, Greystone Logistics, Inc. had two wholly-owned subsidiaries: Plastic Pallet Production, Inc., a Texas corporation, and Greystone
Manufacturing, L.L.C., an Oklahoma limited liability company.

Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in the Registration Statement (No. 333-92296) on Form S-8 of Greystone Logistics, Inc. of our report dated August
27, 2018, relating to our audits of the consolidated financial statements of Greystone Logistics, Inc., which appear in this Annual Report on Form 10-K for the year
ended May 31, 2018.

/s/ HoganTaylor LLP

Tulsa, Oklahoma
August 27, 2018

Exhibit 31.1

CERTIFICATION

I, Warren F. Kruger, certify that:

1. I have reviewed this annual report on Form 10-K of Greystone Logistics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.

August 29, 2018 /s/ Warren F. Kruger
Warren F. Kruger
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, William W. Rahhal, certify that:

1. I have reviewed this annual report on Form 10-K of Greystone Logistics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.

August 29, 2018 /s/ William W. Rahhal
William W. Rahhal

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Greystone Logistics, Inc. (the “Company”) on Form 10-K for the period ending May 31, 2018, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Warren F. Kruger, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 29, 2018 /s/ Warren F. Kruger
Warren F. Kruger
President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as
part of the Report.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Greystone Logistics, Inc. (the “Company”) on Form 10-K for the period ending May 31, 2018, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, William W. Rahhal, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 29, 2018 /s/ William W. Rahhal
William W. Rahhal

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as
part of the Report.

United States Securities and Exchange Commission Form 10-K: Washington, D.C. 20549

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GREYSTONE LOGISTICS, INC.

1613 East 15th Street, Tulsa, Oklahoma 74120

GREYSTONE LOGISTICS, INC.

Transactions with Warren Kruger and Related Entities

Identification of the Audit Committee; Audit Committee Financial Expert

Security Ownership of Certain Beneficial Owners and Management

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Greystone Logistics, Inc.

Loan agreement between greystone and international Bank of commerce (“iBc”)

Loan agreement between gRe and iBc

note Payable between greystone and Robert B. Rosene, Jr.

Rental fees. GSM pays weekly rental fees of $22,500 and $5,000 to Yorktown for grinding equipment and pelletizing equipment, respectively. Total rental fees of

compensation related to Loan guarantees. Effective September 1, 2016, Greystone’s Board of Directors authorized the issuance of warrants to purchase 250,000

Warrants to Purchase common stock

Note 10. STOCK OPTIONS

Note 15. COMMITMENTS

SIXTH AMENDMENT TO LOAN AGREEMENT

Subsidiaries of Greystone Logistics, Inc.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

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