Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as outside counsel to Greenfield Agricultural Partners LLC ("Greenfield," "GAP," or the "Company") in connection with the proposed transaction described below. We are pleased to have the opportunity to work with Greenfield and its management team, and we look forward to a productive engagement. This engagement

2. Scope of Representation Calderwood & Harkness LLP will serve as borrower's counsel to Greenfield Agricultural Partners LLC, an Iowa limited liability company, in connection with the negotiation, documentation, and closing of a proposed Eighty Million Dollar ($80,000,000) senior secured asset-based revolving credit facility (the "ABL Facility" or the "Facility"). The ABL Facility is to be provided by a syndicate of

3. Client Identification The client in this engagement is Greenfield Agricultural Partners LLC, and only Greenfield Agricultural Partners LLC. Although the Firm may, in the course of this engagement, prepare documents on behalf of or for the benefit of affiliated entities of the Company — including, without limitation, Greenfield Holdings Corp. (a Delaware corporation), Greenfield Grain Storage LLC (an Iowa limited l

4. Engagement Team and Key Personnel The following attorneys have been assigned to the engagement team for this matter: Responsible Partner: Ian Blackwood, Partner, Banking & Finance Practice Group. Mr. Blackwood will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner for the Company. Mr. Blackwood has extensive experience representing borrowers, lenders, and

5. Fees and Billing Arrangements 5.1 Hourly Rates The Firm will bill for its services in connection with this engagement on an hourly basis at the following current standard rates for the attorneys assigned to this matter: Paralegal time incurred in connection with the engagement will be billed at rates ranging from $275 to $375 per hour, depending on the seniority and experience level of the paralegal assigned to th

6. Billing and Payment Terms The Firm will issue monthly invoices to the Company for all professional fees and disbursements incurred during the preceding calendar month. Each invoice will contain a reasonable description of the services rendered and expenses incurred, and will reference Matter No. 1020-00001 and billing code GAPABF-2022 for the Company's internal tracking purposes. All invoices are due and payable w

7. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in connection with this proposed engagement, utilizing the Firm's conflicts database and cross-referencing the names and affiliates of all known parties to the transaction. Based on the results of that conflicts check, the Firm has determined that it does not currently represent any party adverse to Greenfield Agricultural Partners LLC in

8. Confidentiality The Firm will maintain the confidentiality of all information received from the Company in connection with this engagement, in accordance with applicable rules of professional conduct, the duty of attorney-client privilege, and the work product doctrine. The Firm's obligation of confidentiality extends to all documents, data, communications, and other information provided by the Company or generate

9. Document Retention Upon completion or termination of the engagement, the Firm will retain client files, including both paper and electronic files, in accordance with the Firm's document retention policy. The Firm's current policy generally provides for retention of closed matter files for a period of ten (10) years following the close or dormancy of the matter, after which the Firm may destroy such files in the or

10. Termination of Engagement Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination, and termination shall be effective upon receipt of such written notice, subject to the Firm's obligations under applicable rules of professional conduct. Upon termination of the engagement, the Company will remain responsible for

11. Governing Law This engagement letter and the terms and conditions of the Firm's engagement by the Company shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict-of-laws principles that would require the application of the laws of any other jurisdiction.

12. No Guarantee of Outcome The Firm will use its best professional efforts to represent the Company's interests in connection with this engagement and to provide legal services of the highest quality. However, the Company acknowledges and agrees that the Firm does not, and cannot, guarantee any particular outcome or result in connection with this engagement, including, without limitation, the successful negotiation,

13. Entire Agreement This engagement letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, correspondence, and agreements, whether oral or written, relating to the Firm's engagement by the Company in connection with the proposed ABL Facility. This engagement letter may not be amended, m