Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms and conditions upon which the Firm has been retained by Greenfield Agricultural Partners LLC ("Greenfield," "GAP," or the "Client"), an Iowa limited liability company (EIN: 42-8837291), as bankruptcy and restructuring counsel in connection with the Client's voluntary petition for relief under Chapter 11 of Titl

2. Scope of Engagement 2.1 General Bankruptcy Representation The Firm shall serve as lead bankruptcy counsel to Greenfield Agricultural Partners LLC, as debtor and debtor-in-possession (the "Debtor" or "Debtor-in-Possession"), in all aspects of the Chapter 11 Case. The Firm's representation in this capacity shall encompass, without limitation, the following: (a) Advising the Debtor-in-Possession on all matters arisin

3. Engagement Team The Firm has assembled an experienced team of attorneys to serve the Client in connection with the Chapter 11 Case. The following attorneys will be principally responsible for the engagement: Nathaniel Bower — Partner, Bankruptcy & Restructuring Group. Mr. Bower will serve as the Responsible Partner on this engagement. He will be the primary relationship partner and will serve as lead signatory on

4. Client Contacts The following individuals have been designated by the Client as authorized contacts for purposes of this engagement: All privileged communications between the Firm and the Client shall be directed through Monica Huang, General Counsel and Secretary, unless otherwise agreed in writing by the parties. The Client acknowledges that directing privileged communications through a single designated attorne

5. Billing Rates and Fee Structure 5.1 Hourly Rates (2025) The Firm's current standard hourly billing rates for 2025 are as follows: The foregoing rates reflect the Firm's current standard rates for 2025 and are subject to annual adjustment, which typically takes effect in January of each calendar year. The Client will be provided with not less than thirty (30) days' prior written notice of any changes to the Firm's

6. Retainer Prior to the Petition Date, the Client paid the Firm a retainer in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Retainer"). The Retainer was received by the Firm on May 12, 2025, and is being held in the Firm's client trust account (IOLTA Account No. 8841-2075, maintained at Greaves Bancorp) in accordance with the applicable rules of professional conduct governing the handling of

7. Court Approval and Fee Applications The Firm acknowledges that its retention as counsel to the Debtor-in-Possession is subject to approval by the Bankruptcy Court pursuant to Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure. Accordingly, the Firm will promptly prepare and file with the Bankruptcy Court an Application to Approve Retention of Calderwood & Harkness LLP

8. Conflicts of Interest Disclosure 8.1 Conflict Check The Firm has conducted a thorough conflicts check in accordance with the applicable rules of professional conduct, including Rules 1.7 and 1.9 of the Iowa Rules of Professional Conduct and the New York Rules of Professional Conduct, and in accordance with the requirements of Section 327(a) of the Bankruptcy Code. Section 327(a) requires that counsel retained by a

9. Confidentiality and Privilege All communications between the Client and the Firm in connection with this engagement are subject to the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all non-public information received from the Client in connection with this engagement and will not disclose such information to

10. Document Retention The Firm will maintain all engagement files, including correspondence, pleadings, memoranda, research materials, transaction documents, and work product, in accordance with the Firm's document retention policies as in effect from time to time. The Firm's current document retention policy provides for the retention of closed matter files for a period of not less than ten (10) years following the

11. Limitation of Liability and Indemnification The Firm's liability in connection with this engagement shall be limited to the extent permitted by applicable law and the applicable rules of professional conduct. Nothing in this Letter is intended to limit any liability that cannot be limited under applicable law or ethical rules. The Client agrees to indemnify, defend, and hold harmless the Firm and its partners, as

12. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, subject to the following conditions: (a) Court Approval of Withdrawal. In the event that the Client terminates this engagement or the Firm determines that withdrawal is necessary or appropriate, the Firm shall seek Bankruptcy Court approval for its withdrawal as counsel to the Debtor-in-Possessio

13. Insurance The Firm maintains professional liability (errors and omissions) insurance in amounts customary for law firms of its size and the nature of its practice. Information regarding the Firm's professional liability insurance coverage will be provided to the Client upon request, subject to applicable confidentiality restrictions. The Client represents that it maintains directors' and officers' liability insur

14. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction. The parties agree that any disputes arising out of or relating to this engagement letter, the Firm's retention, or the professional services rendered hereunder shall b

15. Entire Agreement; Amendments This Letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and negotiations between the parties regarding the subject matter hereof. This Letter may not be amended, modified, or supplemented except by a writing duly

16. Acceptance and Execution Please confirm your agreement to the terms and conditions set forth in this engagement letter by signing and returning the enclosed copy of this Letter to the undersigned. Upon execution by both parties, this Letter shall constitute a binding agreement between the Firm and the Client, subject to Bankruptcy Court approval as set forth herein. We are honored by the opportunity to serve Gree