Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Greenfield Agricultural Partners LLC, an Iowa limited liability company ("Greenfield," "GAP," or the "Company"), to serve as issuer's counsel in connection with the proposed private placement by the Company of $30,000,000 aggregate principal amount of senior unsecured notes (the "Notes"). The Notes are

2. Scope of Representation C&H will serve as outside counsel to the Company in connection with the Offering. The scope of our representation will include, but will not necessarily be limited to, the following: (a) Offering Memorandum. Preparation, drafting, and negotiation of an offering memorandum (including all supplements and amendments thereto) describing the Notes, the terms and conditions of the Offering, the C

3. C&H Engagement Team The following attorneys will serve as the principal members of the C&H engagement team for this matter: Responsible Partner: Robert Adeyemi, Partner, Capital Markets Group. Mr. Adeyemi will have overall responsibility for the engagement and will serve as the primary relationship partner for the Company. Mr. Adeyemi brings extensive experience in high-yield and investment-grade debt offerings, R

4. Fee Arrangements 4.1 Billing Basis C&H will bill the Company for legal services rendered in connection with the Offering on a time-incurred basis at C&H's then-current standard hourly rates, as may be adjusted from time to time. Rate adjustments, if any, will be communicated to the Company in advance and will apply prospectively. The Firm's current standard hourly rates applicable to the engagement team are as fol

5. Client Identification and Authority The Firm's client in this engagement is Greenfield Agricultural Partners LLC and not any affiliate, subsidiary, member, manager, officer, director, employee, or equity holder of the Company. For the avoidance of doubt, the Firm's representation of the Company does not extend to, and shall not be construed as creating an attorney-client relationship with, Tallgrass Capital Holdin

6. Conflict of Interest Disclosure C&H has conducted a conflicts check in accordance with the Firm's standard policies and procedures, consistent with Rule 1.7 of the New York Rules of Professional Conduct and applicable provisions of the Iowa Rules of Professional Conduct. Based on the results of that review, C&H does not currently represent any party in a matter that is directly adverse to the Company in connection

7. Confidentiality C&H will treat all non-public information received from the Company or its representatives in connection with this engagement as confidential and will not disclose such information to any third party without the prior consent of the Company, except as may be required by applicable law, court order, subpoena, or the applicable rules of professional conduct governing attorneys admitted to practice in

8. Document Retention Upon completion or termination of this engagement, C&H will retain documents and files related to the matter in accordance with the Firm's document retention policies then in effect. The Firm's current document retention policies provide for retention of closed matter files — including both physical and electronic files — for a period of ten (10) years following the date on which the matter is f

9. Limitation of Engagement; No Ongoing Obligation C&H's engagement under this Engagement Letter is limited to the Offering as specifically described in Section 2 hereof. The completion of the Offering (whether by closing, withdrawal, abandonment, or termination) will conclude C&H's representation of the Company under this Engagement Letter unless the parties agree in writing to extend, modify, or expand the scope of

10. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute, controversy, or claim arising under

11. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. Any such termination by C&H shall be subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to take reasonable steps to protect the Company's interests upon withdrawal and to facilitate the orderly transition of the representation to successor

12. Acceptance and Execution If the foregoing terms and conditions are acceptable to the Company, we respectfully request that you indicate the Company's agreement by executing this Engagement Letter in the space provided below and returning a signed copy to the undersigned at your earliest convenience. A copy may be returned via email (in PDF format) to robert.adeyemi@calderwoodharkness.com, with the original to fol