Contract analysis

I. Purpose This memorandum documents the closure of Calderwood & Harkness LLP Matter No. 1020-00005 and serves as the permanent file closing record for the breach-of-contract collection action prosecuted on behalf of Greenfield Agricultural Partners LLC ("GAP") against Prairie Basin Grain Co. ("PBGC") and Darren K. Musgrave (collectively, "Defendants") in the Circuit Court of Cook County, Illinois, County Department,

II. Client Information Client: Greenfield Agricultural Partners LLC Entity Type: Delaware limited liability company; principal headquarters located at 1400 Grand Prairie Boulevard, Suite 800, Des Moines, Iowa 50309. Nature of Business: GAP is a strategic, privately held company engaged in large-scale grain origination, commodity trading, agricultural chemicals, and crop input supply across the Midwest. GAP operates t

III. Adverse Parties A. Prairie Basin Grain Co. Entity Type: Illinois corporation. Principal Office: 4520 Harvest Road, Champaign, Illinois 61820. Illinois Registered Agent: Ridgeline Corporate Services LLC, 77 West Washington Street, Suite 1420, Chicago, Illinois 60602. Nature of Business: PBGC was a regional grain elevator operator, off-taker, and merchandiser serving central Illinois. At the time the Off-Take Agre

IV. Opposing Counsel Firm: Bartlett, Reyes, Linley & Harkin LLP, 200 North LaSalle Street, Suite 2500, Chicago, Illinois 60601. Lead Partner: Douglas M. Harkin. Associate: Nadia C. Petrov. Bartlett, Reyes, Linley & Harkin LLP represented both PBGC and Musgrave from the filing of the joint Answer and Affirmative Defenses on June 27, 2022, through the entry of the Court's order granting the firm's Motion to Withdraw on

V. Calderwood & Harkness Engagement Team The following firm personnel were assigned to this matter: Engagement Letter Date: March 22, 2022. The engagement letter was executed by Thomas R. Greenfield on behalf of GAP. The engagement was a standard hourly-rate arrangement with no contingency component. The scope of engagement covered the investigation, pre-suit demand, prosecution, and resolution of claims arising from

VI. Summary of the Underlying Dispute A. The Off-Take Agreement The claims asserted in this action arose out of a Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Off-Take Agreement"), entered into between GAP, as Seller, and PBGC, as Buyer. The Off-Take Agreement established the framework for GAP's sale and delivery of specified quantities of grain commodities to PBGC over a five-year term com

VII. Chronological Matter History A. Pre-Litigation Phase (January–May 2022) The following is a chronological summary of the pre-litigation phase of this matter: January 25, 2022. Caleb Jennings, Director of Grain Operations for GAP, sent a written demand to Darren K. Musgrave on behalf of GAP, demanding immediate payment of the three then-outstanding invoices — GAP-2021-3187, GAP-2021-3244, and GAP-2021-3301 — total

1. Force majeure, based on the October 17, 2021 fire at PBGC's Macon County elevator facility, which PBGC contended excused or suspended its payment obligations under the Off-Take Agreement;

2. Commercial impracticability, based on PBGC's assertion that the combined effect of the elevator fire, failed hedging positions, and adverse market conditions rendered its performance commercially impracticable; and

3. Failure to mitigate, alleging that GAP failed to take reasonable steps to mitigate its damages, including by failing to resell the grain to alternative buyers. July 15, 2022. GAP, through Calderwood & Harkness, filed a Motion to Strike Affirmative Defenses, together with a Notice of Motion, Memorandum in Support, and Proposed Order. The Motion argued that the force majeure defense was legally insufficient because

VIII. Final Disposition Cook County Action (Case No. 2022-L-004831): Voluntarily dismissed without prejudice on February 17, 2023. All counts (Count I through Count IV) against all defendants (Prairie Basin Grain Co. and Darren K. Musgrave) were dismissed. No judgment was entered. No settlement was reached. No amounts were recovered in the Cook County action. Basis for Dismissal: The automatic stay imposed by the Dec

IX. Open Matters and Preserved Claims Although this matter is being closed, the following claims remain open or preserved. It is essential that this section be reviewed carefully and that the file be retained in accordance with the instructions set forth in Section XII below. A. Receivership Claim A Proof of Claim was filed on behalf of GAP on January 30, 2023, in the Sangamon County receivership proceeding, Case No.

X. Billing Summary A. Professional Fees Total professional fees billed through January 31, 2023 (the final billing period for this matter): $287,415.50. Fees were incurred by the following timekeepers at the hourly rates set forth below: A detailed breakdown of hours billed and amounts charged per timekeeper for each billing period is set forth in the Final Invoice Summary and Fee Statement maintained in the file. Th

XI. Key Documents in File The following is a comprehensive index of the key documents maintained in the Calderwood & Harkness file for Matter No. 1020-00005. All documents are preserved in both physical (where applicable) and electronic format on the firm's document management system.

1. Engagement Letter (March 22, 2022)

2. Conflict Check Memorandum (March 21, 2022)

3. Litigation Hold Notice to Client (March 28, 2022)

4. Internal Case Assessment Memorandum — Morano to Eklund (April 5, 2022)

5. Pre-Suit Demand Letter to PBGC and Musgrave (April 11, 2022)

6. Complaint (filed May 9, 2022)

7. Summons — Prairie Basin Grain Co.

8. Summons — Darren K. Musgrave

9. Proof of Service — Prairie Basin Grain Co. (May 24, 2022)

10. Proof of Service — Darren K. Musgrave (May 24, 2022)

11. Joint Answer and Affirmative Defenses — PBGC and Musgrave (June 27, 2022)

12. Notice of Motion — Motion to Strike Affirmative Defenses (July 15, 2022)

13. Memorandum in Support of Motion to Strike Affirmative Defenses (July 15, 2022)

14. Proposed Order — Motion to Strike Affirmative Defenses (July 15, 2022)

15. Reply in Support of Motion to Strike Affirmative Defenses (August 8, 2022)

16. Order Granting Motion to Strike (Force Majeure and Commercial Impracticability); Denying as to Failure to Mitigate (August 22, 2022)

17. Case Management Conference Statement (September 12, 2022)

18. Case Management Order (September 12, 2022)

19. First Set of Interrogatories to PBGC (September 30, 2022)

20. First Request for Production of Documents to PBGC (September 30, 2022)

21. Request for Admission to PBGC (October 14, 2022)

22. Internal discovery Strategy Memorandum (September 2022)

23. Internal Status Memorandum to Client — Post-August 22 Ruling on Motion to Strike (September 2022)

24. Motion to Withdraw as Counsel — Bartlett, Reyes, Linley & Harkin LLP (November 4, 2022)

25. Order Granting Motion to Withdraw (November 18, 2022)

26. Internal Memorandum — Impact of Defense Counsel Withdrawal on Litigation Strategy (November 2022)

27. Verified Petition for Appointment of Receiver — Heartland Prairie Bank, N.A. (November 28, 2022) (copy)

28. Order Appointing Receiver — Sangamon County Case No. 2022-CH-001247 (December 12, 2022) (copy)

29. Internal Memorandum — Analysis of Receivership Order and Automatic Stay (December 2022)

30. Internal Memorandum — Receivership Claim Priority Analysis (January 2023)

31. Letter to Receiver's Counsel (Lockridge Payne LLP) Asserting GAP's Claim (January 10, 2023)

32. Proof of Claim with Supporting Exhibits and Interest Calculation (filed January 30, 2023)

33. Client Memorandum — Recommendation to Voluntarily Dismiss Cook County Action (January 2023)

34. Notice of Voluntary Dismissal Without Prejudice (filed February 10, 2023)

35. Proposed Order of Voluntary Dismissal Without Prejudice (February 10, 2023)

36. Entered Order of Voluntary Dismissal Without Prejudice (February 17, 2023)

37. Client Update Correspondence (May 2022)

38. Client Update Correspondence (August 2022)

39. Client Update Correspondence (December 2022)

40. Matter Closing Letter to Client (February 17, 2023)

41. Final Invoice Summary and Fee Statement

XII. Document Retention Instructions All physical and electronic files for Matter No. 1020-00005 are to be retained in accordance with Calderwood & Harkness LLP's Document Retention Policy (Firm Policy No. DRP-2019-004, as amended). Extended Retention Designation. Given that GAP's receivership claim remains pending in the Sangamon County receivership proceeding, Case No. 2022-CH-001247, and the Musgrave Guaranty clai

XIII. Closing Certification This Matter Closing Memorandum for Calderwood & Harkness LLP Matter No. 1020-00005, Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al., Circuit Court of Cook County, Illinois, Case No. 2022-L-004831, has been reviewed and approved by Francesca Morano, Responsible Partner, in accordance with the firm's matter closing procedures. The undersigned hereby confirm the followi

1. The client, Greenfield Agricultural Partners LLC, has been notified of the closure of this matter via the Matter Closing Letter dated February 17, 2023, which was sent to Thomas R. Greenfield, Margaret A. Greenfield-Wu, and Caleb Jennings.

2. All client property and original documents in the firm's possession have been or will be returned to GAP upon the client's request, in accordance with the firm's engagement letter and applicable professional responsibility obligations.

3. The client has been advised of all open matters and preserved claims as described in Section IX of this memorandum, including the pending receivership claim in Sangamon County, the preserved Musgrave guaranty claim, and the applicable statutes of limitations.