Contract analysis

1. Introduction and Engagement This letter confirms that Greenfield Agricultural Partners LLC ("GAP" or the "Client"), an Iowa limited liability company, has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to represent GAP in connection with the environmental permitting required for the planned Muscatine Expansion Facility (the "MEF"). The MEF is a new soybean processing and specialty fertilizer blending faci

2. Scope of Representation C&H is engaged to prepare, file, and shepherd through the Iowa Department of Natural Resources ("IDNR") the environmental permits required for the MEF, as described in subsections (a) and (b) below. Our representation is limited to the specific permits and services described in this Section 2, subject to the express exclusions set forth at the end of this section. (a) Prevention of Signific

3. Engagement Team The following C&H attorneys will be primarily responsible for the services provided under this engagement: James Prentice — Responsible Partner. Mr. Prentice will serve as the Responsible Partner for this engagement, with overall responsibility for engagement oversight, client relationship management, and strategic direction of the representation. Mr. Prentice is a partner in C&H's Environmental La

4. Fees and Billing 4.1 Hourly Rates Professional fees for this engagement will be billed on an hourly basis. The standard hourly rates for the members of the engagement team are as follows: Blended Rate Cap. Notwithstanding the foregoing standard hourly rates, all time billed by attorneys on this engagement shall be subject to a blended rate cap of Four Hundred Seventy-Five Dollars ($475.00) per hour (the "Blended R

5. Client Responsibilities The success of the permitting process depends in significant part on the timely availability of accurate technical and operational information from GAP and its consultants. GAP agrees to the following responsibilities in connection with this engagement: (a) GAP will cooperate fully with C&H by providing timely access to information, documents, data, and personnel necessary for the preparati

6. Confidentiality C&H will maintain the confidentiality of all information provided by GAP in connection with this engagement in accordance with C&H's professional obligations under the Iowa Rules of Professional Conduct and all applicable law. C&H will not disclose confidential client information to any third party without GAP's prior consent, except as required by C&H's professional obligations, applicable law, or

7. Conflicts of Interest Prior to accepting this engagement, C&H conducted a conflicts of interest check in accordance with C&H's internal policies and the Iowa Rules of Professional Conduct. Based on that review, C&H confirms that there are no known conflicts of interest that would prevent C&H from undertaking this representation. Specifically, C&H does not currently represent the Iowa Department of Natural Resource

8. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. C&H may also withdraw from the representation if required or permitted by the Iowa Rules of Professional Conduct, including, without limitation, in the event of a conflict of interest that cannot be waived, GAP's failure to pay invoices when due, or GAP's failure to cooperate in the representation

9. Limitation of Liability and Disclaimer C&H's liability to GAP in connection with this engagement, whether based in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by GAP to C&H under this engagement letter. In no event shall C&H be liable for any indirect, consequential, special, incidental, or punitive damages arising out of or in connection with this engagement,

10. Governing Law This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts located in Polk County, Iowa.

11. Acceptance and Countersignature We appreciate the opportunity to represent Greenfield Agricultural Partners LLC in connection with this important project. If the terms set forth in this engagement letter are acceptable to GAP, please confirm GAP's agreement by having an authorized representative sign and return a copy of this letter to the undersigned. A duplicate original of this letter is enclosed for your reco