Contract analysis

1. Purpose and Engagement This letter confirms that Greenfield Agricultural Partners LLC ("GAP" or the "Company") has retained Calderwood & Harkness LLP ("the Firm" or "C&H") to represent GAP in connection with a breach-of-contract and collection action, as more fully described in Section 2 below. This engagement letter memorializes the terms and conditions governing the Firm's representation of GAP in this matter, i

2. Scope of Representation The Firm will represent GAP in pursuing claims for breach of contract and collection against Prairie Basin Grain Co., an Illinois corporation ("PBGC"), and Darren K. Musgrave, individually, in his capacity as personal guarantor of certain obligations of PBGC owed to GAP. The claims at issue arise from PBGC's failure to pay amounts owed to GAP under a Master Grain Purchase and Off-Take Agree

3. Engagement Team and Responsible Attorneys The following attorneys and professional staff have been assigned to this engagement: Francesca Morano — Responsible Partner. Ms. Morano will serve as the primary point of contact for the engagement and will provide overall supervision and strategic direction for the matter. All significant strategic decisions and communications regarding the engagement should be directed

4. Fee Arrangement — Hourly Rates The Firm's representation of GAP in this matter will be provided on an hourly basis. GAP will be charged for the actual time expended by each timekeeper on the matter, recorded in increments of one-tenth (0.1) of an hour. The current hourly rates for the members of the engagement team are as follows: The Firm's hourly rates are subject to annual adjustment, which typically takes effe

5. Costs and Disbursements In addition to professional fees for legal services, GAP will be responsible for the reimbursement of all costs and disbursements reasonably incurred by the Firm in connection with the representation. Such costs and disbursements may include, but are not limited to, the following: • Court filing fees and docketing charges; • Service of process fees; • Court reporter fees and transcript char

6. Billing and Payment Terms The Firm will render invoices to GAP on a monthly basis, reflecting professional fees for services rendered and costs and disbursements incurred during the preceding calendar month. Invoices will contain a description of the services performed by each timekeeper, the time expended, the applicable hourly rate, and an itemization of any costs and disbursements incurred. Payment Terms. Payme

7. Client Responsibilities The success of the Firm's representation depends in significant part on the full and timely cooperation of GAP. Accordingly, GAP agrees to the following: (a) Cooperation and Access. GAP will cooperate fully with the Firm throughout the engagement, including providing timely access to all documents, records, correspondence, electronic data, and other information relevant to the claims agains

8. Governing Law This engagement letter and the terms of the Firm's representation of GAP shall be governed by and construed in accordance with the laws of the State of Illinois, including the Illinois Rules of Professional Conduct as adopted by the Supreme Court of Illinois and as may be amended from time to time. In the event of any dispute arising out of or relating to this engagement letter or the Firm's represen

9. No Guarantee of Outcome While the Firm will devote its best professional efforts to this engagement and will endeavor to achieve a favorable result for GAP, the Firm has not made, and does not make, any guarantees, promises, or predictions regarding the outcome of the matter. The practice of law and the litigation process involve inherent uncertainties that are beyond the Firm's control, including but not limited

10. Conflicts of Interest Prior to undertaking this engagement, the Firm conducted a comprehensive conflicts check in accordance with its standard procedures and the requirements of the Illinois Rules of Professional Conduct. Reference is made to the Firm's internal Conflict Check Memorandum dated March 21, 2022, which documents the results of this review. The parties and entities checked include, without limitation:

11. Confidentiality and Privilege All communications between GAP and the Firm made for the purpose of seeking or rendering legal advice are protected by the attorney-client privilege. In addition, documents, memoranda, research, analyses, and other materials prepared by the Firm in anticipation of litigation or in connection with the representation are protected by the work product doctrine. The Firm will maintain th

12. Termination of Engagement Either party may terminate the engagement as set forth below: (a) Termination by GAP. GAP has the right to terminate the Firm's representation at any time, for any reason or for no reason, by providing written notice to the Firm. Upon receipt of such notice, the Firm will take all steps reasonably necessary to wind down its involvement in the matter and to protect GAP's interests during

13. Document Retention At the conclusion of the engagement, the Firm will return original documents belonging to GAP upon written request. The Firm may retain copies of such documents for its files, subject to the Firm's confidentiality obligations. The Firm's files related to this matter (other than original client documents) will be retained in accordance with the Firm's document retention policy, which currently p

14. Acceptance and Execution If the foregoing terms are acceptable, please confirm GAP's agreement by signing and dating this letter in the space provided below and returning a signed copy to the undersigned at your earliest convenience. A copy of this letter is enclosed for your records. Your signature will confirm that you have read, understand, and agree to the terms set forth herein, and that you are authorized t