1020-00002 · Client 1020 · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001

Iowa Office: 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 Telephone: (515) 288-4100 Facsimile: (515) 288-4101

May 15, 2025

Engagement Number: 1020-00002

VIA HAND DELIVERY AND EMAIL

Mr. Derek Calloway Chief Executive Officer and Manager Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

Re: Engagement of Calderwood & Harkness LLP as Bankruptcy Counsel — Chapter 11 Case No. 25-01147, U.S. Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division)

Dear Mr. Calloway:

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 Title 11 of the United States Code (the "Bankruptcy Code"), filed on May 15, 2025 (the "Petition Date") in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), assigned Case No. 25-01147 before the Honorable Margaret R. Dunleavy (the "Chapter 11 Case").

This engagement letter (this "Letter") sets forth the terms of the professional relationship between the Firm and the Client, including the scope of the engagement, the personnel assigned to the engagement, the fee structure, and the parties' respective rights and obligations. This Letter supersedes any and all prior oral or written understandings, agreements, arrangements, or communications between the Firm and the Client regarding the scope and terms of this engagement, whether arising from preliminary consultations, proposals, or otherwise.

The engagement shall be effective nunc pro tunc to the Petition Date of May 15, 2025, subject to Bankruptcy Court approval of the Firm's retention pursuant to Section 327(a) of the Bankruptcy Code (11 U.S.C. § 327(a)) and Rule 2014 of the Federal Rules of Bankruptcy Procedure ("Fed. R. Bankr. P. 2014"). The Firm acknowledges that until such approval is obtained, the Firm's compensation for services rendered and reimbursement of expenses incurred in connection with the Chapter 11 Case is contingent upon entry of an order of the Bankruptcy Court authorizing the Firm's employment.

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 arising under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of the United States Bankruptcy Court for the Northern District of Iowa, and all applicable standing orders of the Bankruptcy Court, including any general orders governing Chapter 11 cases in the Cedar Rapids Division;

(b) Preparing and filing the voluntary petition under Chapter 11 of the Bankruptcy Code, including all required schedules of assets and liabilities, the schedule of current income and expenditures, the schedule of executory contracts and unexpired leases, the statement of financial affairs, and all related exhibits and attachments;

(c) Preparing, filing, and prosecuting all first-day motions, declarations, and supporting papers, including but not limited to motions for joint administration (if applicable), motions for authority to pay prepetition employee wages and benefits, motions for authority to maintain existing bank accounts and cash management systems, motions for authority to pay prepetition sales, use, and other taxes, and any other relief customarily sought on the first day of a Chapter 11 case;

(d) Representing the Debtor-in-Possession in all hearings, contested matters, and adversary proceedings before the Bankruptcy Court, including hearings on motions for relief from the automatic stay, objections to claims, preference and fraudulent transfer actions, and any other litigation arising in or related to the Chapter 11 Case;

(e) Advising the Debtor-in-Possession with respect to its powers and duties under Sections 1107 and 1108 of the Bankruptcy Code, including the continued operation of the Debtor's business and management of the Debtor's property;

(f) Preparing and filing all required monthly operating reports, status reports, and other periodic filings mandated by the Bankruptcy Court, the United States Trustee for Region 12, or the applicable standing orders;

(g) Negotiating with creditors, equity holders, the Official Committee of Unsecured Creditors (if one is appointed), the United States Trustee, and other parties in interest regarding the administration and resolution of the Chapter 11 Case; and

(h) Performing all other legal services for the Debtor-in-Possession that may be necessary and appropriate in connection with the Chapter 11 Case.

2.2 DIP Financing

In addition to its general bankruptcy representation, the Firm shall provide comprehensive legal services in connection with the proposed debtor-in-possession financing to be obtained by the Debtor during the Chapter 11 Case. Specifically, the Firm shall:

(a) Negotiate, draft, review, and finalize all documentation related to the proposed $175,000,000 senior secured superpriority debtor-in-possession credit facility (the "DIP Facility") to be entered into among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, the lender syndicate comprising Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC (collectively, the "DIP Lenders"), and Meridian Trust Company, as Collateral Agent;

(b) Prepare and file the Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c) and 364(d), (II) Authorizing the Debtor to Use Cash Collateral, (III) Granting Liens and Superpriority Claims, (IV) Providing Adequate Protection, and (V) Granting Related Relief (the "DIP Motion"), together with all supporting declarations (including a declaration of the Chief Financial Officer, Patricia Langford, and a declaration of a representative of Ironclad Capital Partners LP), proposed interim and final orders, and exhibits, including the 13-week rolling cash flow budget required under the DIP Facility (the "DIP Budget");

(c) Negotiate with counsel to the DIP Lender group, Harmon & Keach LLP (lead partner: Richard Yeung), regarding the definitive terms of the DIP credit agreement, including, without limitation, the interest rate, maturity, amortization, financial covenants, reporting requirements, events of default, remedies, security documents, intercreditor arrangements, and adequate protection stipulations for the benefit of prepetition secured lenders;

(d) Prepare all ancillary loan documents required in connection with the DIP Facility, including but not limited to promissory notes, a security agreement (including a grant of security interests in substantially all assets of the Debtor), a pledge agreement (including pledges of equity interests in any subsidiaries), an intellectual property security agreement (covering all patents, trademarks, copyrights, and trade secrets of the Debtor, including without limitation the ClearGuard XR product line and associated proprietary formulations), mortgages on the Debtor's owned real property located in Cedar Falls, Iowa, Decatur, Illinois, and Jonesboro, Arkansas, UCC financing statements, closing certificates, perfection certificates, borrowing request forms, compliance certificates, officer's certificates, and such other documents as may be required by the DIP Lenders or the Collateral Agent;

(e) Advise the Debtor-in-Possession on priming lien issues arising under Section 364(d) of the Bankruptcy Code, including the requirements for establishing that prepetition secured lenders are adequately protected notwithstanding the grant of senior or equal liens to the DIP Lenders; and

(f) Negotiate and document the adequate protection package for Prairie State Bank, N.A., in its capacity as first lien agent under the Debtor's prepetition asset-based lending facility, including replacement liens, superpriority administrative expense claims, current-pay interest, professional fee carve-outs, and any other adequate protection measures required to satisfy the standards of Sections 361 and 364(d) of the Bankruptcy Code.

2.3 Cash Collateral and Adequate Protection

The Firm shall provide legal services in connection with the Debtor's use of cash collateral and the negotiation of adequate protection for prepetition secured creditors, including the following:

(a) Preparing and filing a motion for authority to use cash collateral pursuant to Section 363 of the Bankruptcy Code, or, if the cash collateral usage authorization is combined with the DIP Motion, preparing the relevant provisions of the DIP Motion and proposed orders addressing cash collateral usage;

(b) Negotiating the terms of an adequate protection package with Prairie State Bank, N.A. (Thomas Whitaker, Senior Vice President, Restructuring & Special Situations), in its capacity as administrative agent under the Debtor's prepetition $85,000,000 revolving asset-based lending facility, and with the participating ABL lenders, Hawthorn National Bank and Northland Savings Bank, F.S.B., including the scope of replacement liens, the treatment of adequate protection payments, and the terms of any stipulation regarding the extent, validity, and priority of prepetition liens;

(c) Advising the Debtor-in-Possession with respect to the proposed roll-up of $20,000,000 of prepetition ABL obligations into the DIP Facility, including the structuring of such roll-up to comply with applicable Bankruptcy Code requirements and Seventh Circuit and Eighth Circuit precedent, and negotiating the terms of such roll-up with counsel to the prepetition ABL lenders and the DIP Lenders; and

(d) Drafting and negotiating all stipulations, agreed orders, and other documents necessary to implement the cash collateral and adequate protection arrangements.

2.4 Operational Matters

The Firm shall advise the Debtor-in-Possession with respect to operational matters arising during the Chapter 11 Case, including but not limited to the following:

(a) Preparing and filing motions for authority to pay prepetition claims of critical vendors, trade creditors, and other essential suppliers in an aggregate amount of up to $12,000,000 (the "Critical Vendor Motion"), and negotiating the terms of trade agreements and supplier accommodations in connection therewith;

(b) Advising on employee-related matters, including motions for authority to continue employee wage and benefit programs, retention and incentive programs for key employees, and the assumption or rejection of collective bargaining agreements, if any;

(c) Advising the Debtor-in-Possession regarding the continued operation of its three manufacturing plants located in Cedar Falls, Iowa, Decatur, Illinois, and Jonesboro, Arkansas, including the assumption, rejection, or assignment of executory contracts and unexpired leases related to such facilities;

(d) Advising with respect to the Debtor's fourteen (14) regional distribution centers and any leases, contracts, or regulatory matters associated with the continued operation thereof;

(e) Advising with respect to the Debtor's Research & Development farm located in Ames, Iowa, including any issues arising from ongoing field trials, USDA compliance, and contractual obligations with research partners; and

(f) Advising on all other ordinary-course operational matters that require legal guidance during the pendency of the Chapter 11 Case.

2.5 Plan of Reorganization / Sale Process

The Firm shall advise and assist the Debtor-in-Possession in developing and prosecuting a plan of reorganization under Chapter 11 of the Bankruptcy Code or, in the alternative, a sale of substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code. Such services shall include, without limitation:

(a) Drafting a Chapter 11 plan of reorganization and accompanying disclosure statement, soliciting votes on such plan, and prosecuting confirmation of the plan before the Bankruptcy Court, or, alternatively, preparing and filing a motion for the sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, including the negotiation of stalking horse bid protections, bid procedures, and the conduct of an auction;

(b) Complying with the milestone deadlines set forth in the DIP credit agreement, including:

(i) The filing of a plan of reorganization or a motion to sell substantially all assets under Section 363 of the Bankruptcy Code no later than October 12, 2025 (the date that is 150 days after the Petition Date); and

(ii) Entry of a confirmation order or closing of a Section 363 sale no later than February 8, 2026 (the date that is 270 days after the Petition Date); and

(c) Negotiating with the Official Committee of Unsecured Creditors (if appointed), individual creditors, equity holders, and other parties in interest regarding the terms of a consensual plan of reorganization, including the treatment of secured claims, unsecured claims, priority claims, and equity interests.

2.6 Related Advisory Coordination

The Firm shall coordinate its legal services with the Client's other professional advisors, as follows:

(a) Financial and Restructuring Advisor. The Firm shall coordinate with Claridge Advisory Group LLC, the Client's financial and restructuring advisor, including Nolan Ashworth, Managing Director, and Rebecca Liu, Director, with respect to financial projections, liquidation analyses, valuation analyses, the DIP Budget, monthly operating reports, and such other financial advisory matters as may arise during the Chapter 11 Case;

(b) Independent Auditors and Tax Advisors. The Firm shall coordinate with Holloway & Birch LLP, the Client's independent auditors and tax advisors, including Andrew Sorensen, Audit Partner, with respect to audit matters, financial statements, tax returns, and tax-related issues arising in the Chapter 11 Case, including the preservation and utilization of net operating losses and other tax attributes; and

(c) Collateral Appraiser. The Firm shall coordinate with Bellwether Valuation Services Inc., the Client's collateral appraiser, including Gregory Pineda, Senior Managing Director, with respect to appraisals of the Debtor's real property, personal property, machinery and equipment, inventory, and intellectual property, as may be required in connection with the DIP Facility, adequate protection negotiations, plan formulation, or any sale process.

2.7 Exclusions. Notwithstanding the foregoing, the scope of the Firm's engagement is expressly limited to the legal services described in this Section 2. The Firm is not engaged to provide, and shall not be responsible for providing, the following:

(a) Tax Advice. Tax advice, tax planning, tax return preparation, or tax compliance services. Such services shall be provided by Holloway & Birch LLP. To the extent that legal issues arise at the intersection of bankruptcy law and tax law, the Firm shall coordinate with Holloway & Birch LLP and may provide legal advice as to the bankruptcy law implications of tax-related matters, but the Firm shall not render opinions on matters of federal, state, or local tax law;

(b) Environmental and Regulatory Counsel. Legal advice with respect to environmental compliance, environmental remediation, or regulatory matters, including without limitation matters relating to the U.S. Environmental Protection Agency's pending re-registration review of the Client's ClearGuard XR herbicide product and any associated FIFRA proceedings. The Client should retain separate environmental and regulatory counsel if such matters require legal attention during the Chapter 11 Case;

(c) Labor and Employment Law. Legal advice with respect to labor and employment matters, including but not limited to compliance with the Worker Adjustment and Retraining Notification (WARN) Act, collective bargaining obligations, employment discrimination claims, or wage and hour disputes. Separate labor and employment counsel should be retained if such matters arise during the Chapter 11 Case; and

(d) Non-Legal Advisory Services. The Firm does not serve as, and shall not be deemed to serve as, a financial advisor, accountant, investment banker, appraiser, or in any other non-legal advisory capacity. Such services are to be provided by the Client's separately retained professionals.

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 all significant filings and will make all principal court appearances before the Bankruptcy Court. Mr. Bower has over twenty-five years of experience representing debtors, creditors, and acquirers in complex Chapter 11 cases across a wide range of industries, including agribusiness, manufacturing, and specialty chemicals.

Colette Whitman — Partner, Bankruptcy & Restructuring Group. Ms. Whitman will serve as the Billing Partner on this engagement. She will be responsible for the preparation and submission of all billing statements, interim fee applications, and final fee applications to the Bankruptcy Court and the United States Trustee. Ms. Whitman will also provide substantive legal advice and participate in significant negotiations and hearings as warranted by the circumstances.

Gabrielle Moss — Senior Associate, Bankruptcy & Restructuring Group. Ms. Moss will be responsible for the day-to-day management of the engagement, including the drafting of pleadings, motions, and orders, the negotiation of transaction documents (including DIP Facility documentation), and coordination with the Client's management team and other professional advisors. Ms. Moss will serve as the primary point of contact for routine matters.

Amy Chesterton — Associate, Bankruptcy & Restructuring Group. Ms. Chesterton will provide support on legal research, preparation of legal memoranda, financial covenant analysis, review of closing deliverables and ancillary loan documentation, and such other matters as may be assigned by the senior members of the engagement team.

In addition to the foregoing team members, additional attorneys, paralegals, and administrative support staff may be assigned to the engagement from time to time as the needs of the Chapter 11 Case require. The Client will be informed of material additions to the engagement team, and all team members will be identified in the Firm's interim and final fee applications filed with the Bankruptcy Court.

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 attorney contact is intended to preserve the attorney-client privilege and minimize the risk of inadvertent disclosure of privileged or work-product-protected materials. The Firm may, with Ms. Huang's prior authorization, communicate directly with other designated client contacts as set forth above regarding matters within their respective areas of responsibility.

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 standard billing rates. Rate adjustments that take effect during the pendency of the Chapter 11 Case will be reflected in the Firm's interim and final fee applications and will be subject to Bankruptcy Court review and approval.

5.2 Current Team Rates

The specific billing rates for each member of the engagement team will fall within the applicable rate ranges set forth in Section 5.1 above. For purposes of transparency and compliance with the fee application requirements of the Bankruptcy Court and the United States Trustee, the precise billing rate for each individual timekeeper will be disclosed in each interim and final fee application filed by the Firm. By way of general guidance:

• Nathaniel Bower (Partner): within the partner rate range of $1,450 – $1,750 per hour;

• Colette Whitman (Partner): within the partner rate range of $1,450 – $1,750 per hour;

• Gabrielle Moss (Senior Associate): within the associate rate range of $850 – $1,150 per hour; and

• Amy Chesterton (Associate): within the associate rate range of $850 – $1,150 per hour.

5.3 Expenses. In addition to fees for professional services, the Firm will bill the Client for reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses include, but are not limited to, the following:

(a) Travel expenses, including airfare, ground transportation, hotel accommodations, and meals, particularly in connection with travel between the Firm's New York office and the Client's facilities and the Bankruptcy Court in Cedar Falls, Des Moines, and Cedar Rapids, Iowa;

(b) Court filing fees, including fees for filing the voluntary petition, motions, adversary proceedings, and other papers with the Bankruptcy Court;

(d) Long-distance communications, including telephone, videoconference, and facsimile charges;

(e) Computerized legal research, including charges for Westmark Data Systems, Sundial Solutions, PACER, and other electronic research services;

(f) Photocopying, printing, and document production costs; and

(g) Other reasonable costs and disbursements incurred in connection with the engagement.

Travel and lodging expenses will be billed at actual cost and will be consistent with the Firm's standard travel and expense policy, which reflects reasonable and customary expenditures for a professional services firm. The Firm will exercise prudent judgment in incurring travel expenses, including utilizing advance booking for airfare and selecting reasonably priced accommodations.

5.4 Billing Frequency

The Firm will render monthly invoices to the Client for fees earned and expenses incurred during the preceding calendar month. All fees and expenses in the Chapter 11 Case are subject to the requirements of Sections 330 and 331 of the Bankruptcy Code (11 U.S.C. §§ 330 and 331), the applicable fee guidelines promulgated by the United States Trustee for Region 12 (Northern District of Iowa), and the review and approval of the Bankruptcy Court.

The Firm will file interim fee applications at such intervals as may be required by the Bankruptcy Code, applicable standing orders of the Bankruptcy Court, and any order of the Bankruptcy Court governing interim compensation procedures in the Chapter 11 Case. A final fee application will be filed upon the substantial completion of the Firm's services in the Chapter 11 Case, or at such time as may be directed by the Bankruptcy Court. All fee applications will include detailed contemporaneous time records, task-based categorization of services in accordance with the U.S. Trustee's guidelines, and such supporting documentation as may be required.

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 client funds.

The Retainer shall be applied against the Firm's final invoices for fees earned and expenses incurred in connection with this engagement, subject to the review and approval of the Bankruptcy Court. The Retainer is not intended to serve as a cap on the Firm's fees and expenses, nor does it represent an estimate of the total fees and expenses that may be incurred during the Chapter 11 Case.

In the event that the Retainer is exhausted prior to the conclusion of the engagement, post-petition fees and expenses will be payable in accordance with the interim compensation procedures established by the Bankruptcy Court, including any order authorizing monthly or quarterly interim payments to professionals retained under Section 327 of the Bankruptcy Code.

Any unused portion of the Retainer remaining upon the conclusion of the engagement and the final allowance of the Firm's fees and expenses by the Bankruptcy Court shall be promptly returned to the Client or to the estate, as applicable.

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 as Counsel for the Debtor and Debtor-in-Possession, nunc pro tunc to the Petition Date of May 15, 2025. The application will be accompanied by the verified statement required under Fed. R. Bankr. P. 2014(a), disclosing all of the Firm's connections with the Debtor, creditors, and other parties in interest.

All compensation and reimbursement of expenses sought by the Firm in connection with this engagement are subject to review and approval by the Bankruptcy Court under Sections 330 and 331 of the Bankruptcy Code. The Firm understands that the Bankruptcy Court may reduce or disallow fees or expenses that it determines to be unreasonable, unnecessary, or not consistent with the standards set forth in Section 330(a) of the Bankruptcy Code.

The Firm will comply with the fee guidelines established by the United States Trustee for Region 12, including the requirement for detailed contemporaneous time entries, the use of task-based categorization codes, the avoidance of block billing for entries exceeding specified time increments, and the submission of supporting documentation sufficient to permit meaningful review of the Firm's fees and expenses by the United States Trustee, the Official Committee of Unsecured Creditors (if appointed), and the Bankruptcy Court.

The Client acknowledges that quarterly fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6) are obligations of the estate and are separate from the Firm's professional fees and expenses. Based on the Debtor's projected disbursements during the Chapter 11 Case, quarterly U.S. Trustee fees are estimated at approximately $325,000 per quarter, although actual amounts will depend upon the level of disbursements made by the estate during each applicable quarter.

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 debtor-in-possession not hold or represent an interest adverse to the estate and that such counsel be "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Firm believes that it satisfies these requirements.

8.2 Disclosed Relationships

The Firm has performed a comprehensive search of its records, including its conflicts database, client and matter lists, and attorney relationship disclosures, and discloses the following relationships. The Firm does not believe that any of the following relationships constitute disqualifying conflicts of interest or impair the Firm's ability to serve as counsel to the Debtor-in-Possession in the Chapter 11 Case:

(a) Ironclad Capital Partners LP. The Firm has, in matters unrelated to the Chapter 11 Case or to the Client, represented certain affiliates of Ironclad Capital Partners LP, the DIP Administrative Agent and lead lender under the proposed DIP Facility. Such prior representations involved fund formation, regulatory, and transactional matters for portfolio companies of Ironclad and did not involve any matter adverse to Greenfield or any of its affiliates. The Firm does not currently represent Ironclad Capital Partners LP or any of its affiliates in any matter adverse to Greenfield. The Firm will not represent Ironclad Capital Partners LP, any DIP Lender, or the Collateral Agent in the Chapter 11 Case. Ironclad Capital Partners LP and the DIP Lender group are separately represented in the Chapter 11 Case by Harmon & Keach LLP (lead partner: Richard Yeung).

(b) Other Lender Parties. The Firm has no current or prior representation of Ridgeline Opportunity Fund III LP, Bramblewood Credit Advisors LLC, Prairie State Bank, N.A., Hawthorn National Bank, Northland Savings Bank, F.S.B., or Meridian Trust Company, or any of their respective affiliates, in any matter related to Greenfield, the Chapter 11 Case, or the DIP Facility. The Firm's conflicts database reflects no prior attorney-client relationships with any of these entities that would give rise to a disqualifying conflict.

(c) Anticipated Committee Counsel. The Firm has no current or prior representation of Archer Grayson & Cole LLP, which is anticipated to serve as counsel to the Official Committee of Unsecured Creditors (if one is appointed), or of any of its clients, in any matter related to Greenfield or the Chapter 11 Case.

(d) Judicial Relationships. The Firm has no relationship with the Honorable Margaret R. Dunleavy, the Bankruptcy Judge assigned to the Chapter 11 Case, that would require recusal, create an appearance of impropriety, or otherwise constitute a conflict of interest.

A more detailed disclosure of connections, including connections with the Debtor's twenty (20) largest unsecured creditors, significant equity holders, officers, directors, and managers, and other parties in interest, will be filed with the Bankruptcy Court as an exhibit to the verified statement required under Fed. R. Bankr. P. 2014(a) in connection with the Firm's retention application.

8.3 Ongoing Duty

The Firm recognizes its ongoing obligation to monitor for potential conflicts of interest throughout the duration of the engagement. The Firm will promptly disclose to the Client, the Bankruptcy Court, and the United States Trustee any new relationships, representations, or circumstances that arise during the course of the engagement and that may constitute or give rise to a potential conflict of interest. The Firm will take appropriate action in accordance with the applicable rules of professional conduct and the Bankruptcy Code to address any such conflicts, including seeking the guidance of the Bankruptcy Court if necessary.

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 third parties without the Client's prior written consent, except as required by applicable law, court order, or the Bankruptcy Code.

The Client acknowledges that certain filings made by the Firm in the Chapter 11 Case are matters of public record and will be available to creditors, parties in interest, and the general public through the Bankruptcy Court's electronic filing system and the PACER database. Such public filings include, without limitation, the voluntary petition, schedules and statement of financial affairs, motions, declarations, proposed orders, fee applications, the plan of reorganization, the disclosure statement, and any other documents filed with the Bankruptcy Court. The Firm will use reasonable efforts to seek appropriate protective orders or file documents under seal where the Client's commercially sensitive or proprietary information would be at risk, subject to the Bankruptcy Court's rules and the standards for sealing or restricting access to filed documents.

In addition, the Client acknowledges that the Firm's interim and final fee applications, which are filed as public documents with the Bankruptcy Court, will contain descriptions of the legal services rendered by the Firm, including time entries and task descriptions, which may reference the subject matter of the Firm's work. The Firm will exercise professional judgment in preparing such descriptions to avoid unnecessary disclosure of privileged or confidential information while complying with the level of detail required by the Bankruptcy Court and the U.S. Trustee's fee guidelines.

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 conclusion of the engagement, after which files may be destroyed in the ordinary course in accordance with the Firm's procedures.

Upon the conclusion of the engagement, original documents that are the property of the Client, including original executed agreements, certificates, and instruments delivered to the Firm by the Client, will be returned to the Client upon written request. The Firm may retain copies (including electronic copies) of all documents for its files and records, and for compliance with the Firm's professional obligations.

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, associates, of counsel attorneys, employees, and agents (each, an "Indemnified Party") from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to third-party claims brought against any Indemnified Party as a result of or in connection with the Client's conduct, actions, omissions, or representations, provided, however, that such indemnification obligation shall not apply to the extent that such claims, damages, losses, liabilities, costs, or expenses arise directly from the Firm's own gross negligence or willful misconduct.

The Client acknowledges and agrees that the indemnification obligation set forth in this Section 11 shall constitute an administrative expense of the Debtor's estate under Section 503(b) of the Bankruptcy Code, subject to review and approval by the Bankruptcy Court. The Firm acknowledges that the enforceability of this indemnification provision as an administrative expense is subject to Bankruptcy Court determination and applicable law.

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-Possession pursuant to Fed. R. Bankr. P. 2014 and any applicable local rules of the Bankruptcy Court. The Firm's withdrawal shall not be effective until entry of a Bankruptcy Court order authorizing such withdrawal.

(b) Transition Period. During any transition period between the date notice of termination is given and the effective date of the Firm's withdrawal, the Firm shall continue to protect the Client's interests, comply with all applicable ethical obligations, and cooperate with successor counsel in effecting an orderly transition of the engagement, including the transfer of files, work product, and knowledge regarding the status of all pending matters.

(c) Payment of Accrued Fees and Expenses. Upon termination, the Client shall remain obligated to pay all fees earned and expenses incurred by the Firm through the effective date of termination, subject to the review and approval of the Bankruptcy Court in accordance with Sections 330 and 331 of the Bankruptcy Code.

The Firm reserves the right to seek withdrawal from this engagement if: (i) a conflict of interest arises that cannot be waived or otherwise resolved in accordance with the applicable rules of professional conduct; (ii) the Client fails to cooperate with the Firm in a manner that materially impairs the Firm's ability to represent the Client effectively; or (iii) the Client fails to pay amounts due under this engagement letter or to comply with Bankruptcy Court orders relating to the payment of professional fees and expenses.

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 insurance through Stonebridge Insurance Group Ltd. under Policy No. SIG-DO-2024-07821, with an aggregate coverage limit of $15,000,000. The Client will use commercially reasonable efforts to maintain such directors' and officers' liability insurance in effect during the pendency of the Chapter 11 Case, subject to Bankruptcy Court approval of the payment of insurance premiums as an ordinary-course expense of the estate.

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 be subject to the exclusive jurisdiction of the Bankruptcy Court during the pendency of the Chapter 11 Case. Following the closing or dismissal of the Chapter 11 Case, any such disputes shall be subject to the jurisdiction of the state and federal courts located in the State of New York.

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 executed by both the Firm and the Client. No waiver of any provision of this Letter shall be effective unless set forth in a writing signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or of the same provision on any other occasion.

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 Greenfield Agricultural Partners LLC in this important matter and look forward to working with you and your team throughout the Chapter 11 Case. Should you have any questions regarding the terms of this engagement or any other matter, please do not hesitate to contact me directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Nathaniel Bower

Title: Partner, Bankruptcy & Restructuring

Address: 450 Park Avenue, New York, New York 10022

Telephone: (212) 554-7218

Email: nbower@calderwoodharkness.com

Date: May 15, 2025

ACKNOWLEDGED, AGREED, AND ACCEPTED:

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Derek Calloway

Title: Chief Executive Officer and Manager

Date: May 15, 2025

WITH APPROVAL OF GENERAL COUNSEL:

By: ________

Name: Monica Huang

Title: General Counsel and Secretary

Date: May 15, 2025

Enclosures

The following schedules are enclosed herewith and incorporated by reference into this engagement letter:

Schedule A: Current Billing Rates for Engagement Team Members

Schedule B: Firm Standard Terms and Conditions (incorporated by reference into this engagement letter and made a part hereof)

Schedule C: Preliminary Conflict Disclosure (to be expanded and supplemented in the verified statement filed with the Bankruptcy Court pursuant to Fed. R. Bankr. P. 2014(a) in connection with the Firm's retention application)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — This engagement letter and all attachments hereto contain confidential and privileged information intended solely for the use of the addressee. Any unauthorized review, use, disclosure, or distribution is prohibited. If you are not the intended recipient, please contact Calderwood & Harkness LLP immediately and destroy all copies.

Name	Title	Role
Derek Calloway	Chief Executive Officer and Manager	Primary client contact; overall strategic direction
Patricia Langford	Chief Financial Officer	Financial matters, DIP Budget, monthly operating reports, financial projections
Russell Teague	Chief Operating Officer	Operational matters, plant operations, supply chain, distribution
Monica Huang	General Counsel and Secretary	Legal coordination, privilege management, document production
James Delacroix	Vice President, Treasury and Capital Markets	Treasury operations, DIP Facility draws, cash management, capital markets
Timekeeper Category	Hourly Rate Range
Partners	$1,450 – $1,750 per hour
Associates	$850 – $1,150 per hour
Paralegals	$425 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001
Iowa Office: 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 Telephone: (515) 288-4100 Facsimile: (515) 288-4101
May 15, 2025
Engagement Number: 1020-00002
VIA HAND DELIVERY AND EMAIL
Mr. Derek Calloway Chief Executive Officer and Manager Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
Re: Engagement of Calderwood & Harkness LLP as Bankruptcy Counsel — Chapter 11 Case No. 25-01147, U.S. Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division)
Dear Mr. Calloway:
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 Title 11 of the United States Code (the "Bankruptcy Code"), filed on May 15, 2025 (the "Petition Date") in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), assigned Case No. 25-01147 before the Honorable Margaret R. Dunleavy (the "Chapter 11 Case").
This engagement letter (this "Letter") sets forth the terms of the professional relationship between the Firm and the Client, including the scope of the engagement, the personnel assigned to the engagement, the fee structure, and the parties' respective rights and obligations. This Letter supersedes any and all prior oral or written understandings, agreements, arrangements, or communications between the Firm and the Client regarding the scope and terms of this engagement, whether arising from preliminary consultations, proposals, or otherwise.
The engagement shall be effective nunc pro tunc to the Petition Date of May 15, 2025, subject to Bankruptcy Court approval of the Firm's retention pursuant to Section 327(a) of the Bankruptcy Code (11 U.S.C. § 327(a)) and Rule 2014 of the Federal Rules of Bankruptcy Procedure ("Fed. R. Bankr. P. 2014"). The Firm acknowledges that until such approval is obtained, the Firm's compensation for services rendered and reimbursement of expenses incurred in connection with the Chapter 11 Case is contingent upon entry of an order of the Bankruptcy Court authorizing the Firm's employment.
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 arising under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of the United States Bankruptcy Court for the Northern District of Iowa, and all applicable standing orders of the Bankruptcy Court, including any general orders governing Chapter 11 cases in the Cedar Rapids Division;
(b) Preparing and filing the voluntary petition under Chapter 11 of the Bankruptcy Code, including all required schedules of assets and liabilities, the schedule of current income and expenditures, the schedule of executory contracts and unexpired leases, the statement of financial affairs, and all related exhibits and attachments;
(c) Preparing, filing, and prosecuting all first-day motions, declarations, and supporting papers, including but not limited to motions for joint administration (if applicable), motions for authority to pay prepetition employee wages and benefits, motions for authority to maintain existing bank accounts and cash management systems, motions for authority to pay prepetition sales, use, and other taxes, and any other relief customarily sought on the first day of a Chapter 11 case;
(d) Representing the Debtor-in-Possession in all hearings, contested matters, and adversary proceedings before the Bankruptcy Court, including hearings on motions for relief from the automatic stay, objections to claims, preference and fraudulent transfer actions, and any other litigation arising in or related to the Chapter 11 Case;
(e) Advising the Debtor-in-Possession with respect to its powers and duties under Sections 1107 and 1108 of the Bankruptcy Code, including the continued operation of the Debtor's business and management of the Debtor's property;
(f) Preparing and filing all required monthly operating reports, status reports, and other periodic filings mandated by the Bankruptcy Court, the United States Trustee for Region 12, or the applicable standing orders;
(g) Negotiating with creditors, equity holders, the Official Committee of Unsecured Creditors (if one is appointed), the United States Trustee, and other parties in interest regarding the administration and resolution of the Chapter 11 Case; and
(h) Performing all other legal services for the Debtor-in-Possession that may be necessary and appropriate in connection with the Chapter 11 Case.
2.2 DIP Financing
In addition to its general bankruptcy representation, the Firm shall provide comprehensive legal services in connection with the proposed debtor-in-possession financing to be obtained by the Debtor during the Chapter 11 Case. Specifically, the Firm shall:
(a) Negotiate, draft, review, and finalize all documentation related to the proposed $175,000,000 senior secured superpriority debtor-in-possession credit facility (the "DIP Facility") to be entered into among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, the lender syndicate comprising Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC (collectively, the "DIP Lenders"), and Meridian Trust Company, as Collateral Agent;
(b) Prepare and file the Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c) and 364(d), (II) Authorizing the Debtor to Use Cash Collateral, (III) Granting Liens and Superpriority Claims, (IV) Providing Adequate Protection, and (V) Granting Related Relief (the "DIP Motion"), together with all supporting declarations (including a declaration of the Chief Financial Officer, Patricia Langford, and a declaration of a representative of Ironclad Capital Partners LP), proposed interim and final orders, and exhibits, including the 13-week rolling cash flow budget required under the DIP Facility (the "DIP Budget");
(c) Negotiate with counsel to the DIP Lender group, Harmon & Keach LLP (lead partner: Richard Yeung), regarding the definitive terms of the DIP credit agreement, including, without limitation, the interest rate, maturity, amortization, financial covenants, reporting requirements, events of default, remedies, security documents, intercreditor arrangements, and adequate protection stipulations for the benefit of prepetition secured lenders;
(d) Prepare all ancillary loan documents required in connection with the DIP Facility, including but not limited to promissory notes, a security agreement (including a grant of security interests in substantially all assets of the Debtor), a pledge agreement (including pledges of equity interests in any subsidiaries), an intellectual property security agreement (covering all patents, trademarks, copyrights, and trade secrets of the Debtor, including without limitation the ClearGuard XR product line and associated proprietary formulations), mortgages on the Debtor's owned real property located in Cedar Falls, Iowa, Decatur, Illinois, and Jonesboro, Arkansas, UCC financing statements, closing certificates, perfection certificates, borrowing request forms, compliance certificates, officer's certificates, and such other documents as may be required by the DIP Lenders or the Collateral Agent;
(e) Advise the Debtor-in-Possession on priming lien issues arising under Section 364(d) of the Bankruptcy Code, including the requirements for establishing that prepetition secured lenders are adequately protected notwithstanding the grant of senior or equal liens to the DIP Lenders; and
(f) Negotiate and document the adequate protection package for Prairie State Bank, N.A., in its capacity as first lien agent under the Debtor's prepetition asset-based lending facility, including replacement liens, superpriority administrative expense claims, current-pay interest, professional fee carve-outs, and any other adequate protection measures required to satisfy the standards of Sections 361 and 364(d) of the Bankruptcy Code.
2.3 Cash Collateral and Adequate Protection
The Firm shall provide legal services in connection with the Debtor's use of cash collateral and the negotiation of adequate protection for prepetition secured creditors, including the following:
(a) Preparing and filing a motion for authority to use cash collateral pursuant to Section 363 of the Bankruptcy Code, or, if the cash collateral usage authorization is combined with the DIP Motion, preparing the relevant provisions of the DIP Motion and proposed orders addressing cash collateral usage;
(b) Negotiating the terms of an adequate protection package with Prairie State Bank, N.A. (Thomas Whitaker, Senior Vice President, Restructuring & Special Situations), in its capacity as administrative agent under the Debtor's prepetition $85,000,000 revolving asset-based lending facility, and with the participating ABL lenders, Hawthorn National Bank and Northland Savings Bank, F.S.B., including the scope of replacement liens, the treatment of adequate protection payments, and the terms of any stipulation regarding the extent, validity, and priority of prepetition liens;
(c) Advising the Debtor-in-Possession with respect to the proposed roll-up of $20,000,000 of prepetition ABL obligations into the DIP Facility, including the structuring of such roll-up to comply with applicable Bankruptcy Code requirements and Seventh Circuit and Eighth Circuit precedent, and negotiating the terms of such roll-up with counsel to the prepetition ABL lenders and the DIP Lenders; and
(d) Drafting and negotiating all stipulations, agreed orders, and other documents necessary to implement the cash collateral and adequate protection arrangements.
2.4 Operational Matters
The Firm shall advise the Debtor-in-Possession with respect to operational matters arising during the Chapter 11 Case, including but not limited to the following:
(a) Preparing and filing motions for authority to pay prepetition claims of critical vendors, trade creditors, and other essential suppliers in an aggregate amount of up to $12,000,000 (the "Critical Vendor Motion"), and negotiating the terms of trade agreements and supplier accommodations in connection therewith;
(b) Advising on employee-related matters, including motions for authority to continue employee wage and benefit programs, retention and incentive programs for key employees, and the assumption or rejection of collective bargaining agreements, if any;
(c) Advising the Debtor-in-Possession regarding the continued operation of its three manufacturing plants located in Cedar Falls, Iowa, Decatur, Illinois, and Jonesboro, Arkansas, including the assumption, rejection, or assignment of executory contracts and unexpired leases related to such facilities;
(d) Advising with respect to the Debtor's fourteen (14) regional distribution centers and any leases, contracts, or regulatory matters associated with the continued operation thereof;
(e) Advising with respect to the Debtor's Research & Development farm located in Ames, Iowa, including any issues arising from ongoing field trials, USDA compliance, and contractual obligations with research partners; and
(f) Advising on all other ordinary-course operational matters that require legal guidance during the pendency of the Chapter 11 Case.
2.5 Plan of Reorganization / Sale Process
The Firm shall advise and assist the Debtor-in-Possession in developing and prosecuting a plan of reorganization under Chapter 11 of the Bankruptcy Code or, in the alternative, a sale of substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code. Such services shall include, without limitation:
(a) Drafting a Chapter 11 plan of reorganization and accompanying disclosure statement, soliciting votes on such plan, and prosecuting confirmation of the plan before the Bankruptcy Court, or, alternatively, preparing and filing a motion for the sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, including the negotiation of stalking horse bid protections, bid procedures, and the conduct of an auction;
(b) Complying with the milestone deadlines set forth in the DIP credit agreement, including:
(i) The filing of a plan of reorganization or a motion to sell substantially all assets under Section 363 of the Bankruptcy Code no later than October 12, 2025 (the date that is 150 days after the Petition Date); and
(ii) Entry of a confirmation order or closing of a Section 363 sale no later than February 8, 2026 (the date that is 270 days after the Petition Date); and
(c) Negotiating with the Official Committee of Unsecured Creditors (if appointed), individual creditors, equity holders, and other parties in interest regarding the terms of a consensual plan of reorganization, including the treatment of secured claims, unsecured claims, priority claims, and equity interests.
2.6 Related Advisory Coordination
The Firm shall coordinate its legal services with the Client's other professional advisors, as follows:
(a) Financial and Restructuring Advisor. The Firm shall coordinate with Claridge Advisory Group LLC, the Client's financial and restructuring advisor, including Nolan Ashworth, Managing Director, and Rebecca Liu, Director, with respect to financial projections, liquidation analyses, valuation analyses, the DIP Budget, monthly operating reports, and such other financial advisory matters as may arise during the Chapter 11 Case;
(b) Independent Auditors and Tax Advisors. The Firm shall coordinate with Holloway & Birch LLP, the Client's independent auditors and tax advisors, including Andrew Sorensen, Audit Partner, with respect to audit matters, financial statements, tax returns, and tax-related issues arising in the Chapter 11 Case, including the preservation and utilization of net operating losses and other tax attributes; and
(c) Collateral Appraiser. The Firm shall coordinate with Bellwether Valuation Services Inc., the Client's collateral appraiser, including Gregory Pineda, Senior Managing Director, with respect to appraisals of the Debtor's real property, personal property, machinery and equipment, inventory, and intellectual property, as may be required in connection with the DIP Facility, adequate protection negotiations, plan formulation, or any sale process.
2.7 Exclusions.  Notwithstanding the foregoing, the scope of the Firm's engagement is expressly limited to the legal services described in this Section 2. The Firm is not engaged to provide, and shall not be responsible for providing, the following:
(a) Tax Advice. Tax advice, tax planning, tax return preparation, or tax compliance services. Such services shall be provided by Holloway & Birch LLP. To the extent that legal issues arise at the intersection of bankruptcy law and tax law, the Firm shall coordinate with Holloway & Birch LLP and may provide legal advice as to the bankruptcy law implications of tax-related matters, but the Firm shall not render opinions on matters of federal, state, or local tax law;
(b) Environmental and Regulatory Counsel. Legal advice with respect to environmental compliance, environmental remediation, or regulatory matters, including without limitation matters relating to the U.S. Environmental Protection Agency's pending re-registration review of the Client's ClearGuard XR herbicide product and any associated FIFRA proceedings. The Client should retain separate environmental and regulatory counsel if such matters require legal attention during the Chapter 11 Case;
(c) Labor and Employment Law. Legal advice with respect to labor and employment matters, including but not limited to compliance with the Worker Adjustment and Retraining Notification (WARN) Act, collective bargaining obligations, employment discrimination claims, or wage and hour disputes. Separate labor and employment counsel should be retained if such matters arise during the Chapter 11 Case; and
(d) Non-Legal Advisory Services. The Firm does not serve as, and shall not be deemed to serve as, a financial advisor, accountant, investment banker, appraiser, or in any other non-legal advisory capacity. Such services are to be provided by the Client's separately retained professionals.
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 all significant filings and will make all principal court appearances before the Bankruptcy Court. Mr. Bower has over twenty-five years of experience representing debtors, creditors, and acquirers in complex Chapter 11 cases across a wide range of industries, including agribusiness, manufacturing, and specialty chemicals.
Colette Whitman — Partner, Bankruptcy & Restructuring Group. Ms. Whitman will serve as the Billing Partner on this engagement. She will be responsible for the preparation and submission of all billing statements, interim fee applications, and final fee applications to the Bankruptcy Court and the United States Trustee. Ms. Whitman will also provide substantive legal advice and participate in significant negotiations and hearings as warranted by the circumstances.
Gabrielle Moss — Senior Associate, Bankruptcy & Restructuring Group. Ms. Moss will be responsible for the day-to-day management of the engagement, including the drafting of pleadings, motions, and orders, the negotiation of transaction documents (including DIP Facility documentation), and coordination with the Client's management team and other professional advisors. Ms. Moss will serve as the primary point of contact for routine matters.
Amy Chesterton — Associate, Bankruptcy & Restructuring Group. Ms. Chesterton will provide support on legal research, preparation of legal memoranda, financial covenant analysis, review of closing deliverables and ancillary loan documentation, and such other matters as may be assigned by the senior members of the engagement team.
In addition to the foregoing team members, additional attorneys, paralegals, and administrative support staff may be assigned to the engagement from time to time as the needs of the Chapter 11 Case require. The Client will be informed of material additions to the engagement team, and all team members will be identified in the Firm's interim and final fee applications filed with the Bankruptcy Court.
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 attorney contact is intended to preserve the attorney-client privilege and minimize the risk of inadvertent disclosure of privileged or work-product-protected materials. The Firm may, with Ms. Huang's prior authorization, communicate directly with other designated client contacts as set forth above regarding matters within their respective areas of responsibility.
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 standard billing rates. Rate adjustments that take effect during the pendency of the Chapter 11 Case will be reflected in the Firm's interim and final fee applications and will be subject to Bankruptcy Court review and approval.
5.2 Current Team Rates
The specific billing rates for each member of the engagement team will fall within the applicable rate ranges set forth in Section 5.1 above. For purposes of transparency and compliance with the fee application requirements of the Bankruptcy Court and the United States Trustee, the precise billing rate for each individual timekeeper will be disclosed in each interim and final fee application filed by the Firm. By way of general guidance:
•  Nathaniel Bower (Partner): within the partner rate range of $1,450 – $1,750 per hour;
•  Colette Whitman (Partner): within the partner rate range of $1,450 – $1,750 per hour;
•  Gabrielle Moss (Senior Associate): within the associate rate range of $850 – $1,150 per hour; and
•  Amy Chesterton (Associate): within the associate rate range of $850 – $1,150 per hour.
5.3 Expenses.  In addition to fees for professional services, the Firm will bill the Client for reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses include, but are not limited to, the following:
(a) Travel expenses, including airfare, ground transportation, hotel accommodations, and meals, particularly in connection with travel between the Firm's New York office and the Client's facilities and the Bankruptcy Court in Cedar Falls, Des Moines, and Cedar Rapids, Iowa;
(b) Court filing fees, including fees for filing the voluntary petition, motions, adversary proceedings, and other papers with the Bankruptcy Court;
(c) Messenger and delivery charges, including overnight courier and express mail services;
(d) Long-distance communications, including telephone, videoconference, and facsimile charges;
(e) Computerized legal research, including charges for Westmark Data Systems, Sundial Solutions, PACER, and other electronic research services;
(f) Photocopying, printing, and document production costs; and
(g) Other reasonable costs and disbursements incurred in connection with the engagement.
Travel and lodging expenses will be billed at actual cost and will be consistent with the Firm's standard travel and expense policy, which reflects reasonable and customary expenditures for a professional services firm. The Firm will exercise prudent judgment in incurring travel expenses, including utilizing advance booking for airfare and selecting reasonably priced accommodations.
5.4 Billing Frequency
The Firm will render monthly invoices to the Client for fees earned and expenses incurred during the preceding calendar month. All fees and expenses in the Chapter 11 Case are subject to the requirements of Sections 330 and 331 of the Bankruptcy Code (11 U.S.C. §§ 330 and 331), the applicable fee guidelines promulgated by the United States Trustee for Region 12 (Northern District of Iowa), and the review and approval of the Bankruptcy Court.
The Firm will file interim fee applications at such intervals as may be required by the Bankruptcy Code, applicable standing orders of the Bankruptcy Court, and any order of the Bankruptcy Court governing interim compensation procedures in the Chapter 11 Case. A final fee application will be filed upon the substantial completion of the Firm's services in the Chapter 11 Case, or at such time as may be directed by the Bankruptcy Court. All fee applications will include detailed contemporaneous time records, task-based categorization of services in accordance with the U.S. Trustee's guidelines, and such supporting documentation as may be required.
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 client funds.
The Retainer shall be applied against the Firm's final invoices for fees earned and expenses incurred in connection with this engagement, subject to the review and approval of the Bankruptcy Court. The Retainer is not intended to serve as a cap on the Firm's fees and expenses, nor does it represent an estimate of the total fees and expenses that may be incurred during the Chapter 11 Case.
In the event that the Retainer is exhausted prior to the conclusion of the engagement, post-petition fees and expenses will be payable in accordance with the interim compensation procedures established by the Bankruptcy Court, including any order authorizing monthly or quarterly interim payments to professionals retained under Section 327 of the Bankruptcy Code.
Any unused portion of the Retainer remaining upon the conclusion of the engagement and the final allowance of the Firm's fees and expenses by the Bankruptcy Court shall be promptly returned to the Client or to the estate, as applicable.
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 as Counsel for the Debtor and Debtor-in-Possession, nunc pro tunc to the Petition Date of May 15, 2025. The application will be accompanied by the verified statement required under Fed. R. Bankr. P. 2014(a), disclosing all of the Firm's connections with the Debtor, creditors, and other parties in interest.
All compensation and reimbursement of expenses sought by the Firm in connection with this engagement are subject to review and approval by the Bankruptcy Court under Sections 330 and 331 of the Bankruptcy Code. The Firm understands that the Bankruptcy Court may reduce or disallow fees or expenses that it determines to be unreasonable, unnecessary, or not consistent with the standards set forth in Section 330(a) of the Bankruptcy Code.
The Firm will comply with the fee guidelines established by the United States Trustee for Region 12, including the requirement for detailed contemporaneous time entries, the use of task-based categorization codes, the avoidance of block billing for entries exceeding specified time increments, and the submission of supporting documentation sufficient to permit meaningful review of the Firm's fees and expenses by the United States Trustee, the Official Committee of Unsecured Creditors (if appointed), and the Bankruptcy Court.
The Client acknowledges that quarterly fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6) are obligations of the estate and are separate from the Firm's professional fees and expenses. Based on the Debtor's projected disbursements during the Chapter 11 Case, quarterly U.S. Trustee fees are estimated at approximately $325,000 per quarter, although actual amounts will depend upon the level of disbursements made by the estate during each applicable quarter.
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 debtor-in-possession not hold or represent an interest adverse to the estate and that such counsel be "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Firm believes that it satisfies these requirements.
8.2 Disclosed Relationships
The Firm has performed a comprehensive search of its records, including its conflicts database, client and matter lists, and attorney relationship disclosures, and discloses the following relationships. The Firm does not believe that any of the following relationships constitute disqualifying conflicts of interest or impair the Firm's ability to serve as counsel to the Debtor-in-Possession in the Chapter 11 Case:
(a) Ironclad Capital Partners LP. The Firm has, in matters unrelated to the Chapter 11 Case or to the Client, represented certain affiliates of Ironclad Capital Partners LP, the DIP Administrative Agent and lead lender under the proposed DIP Facility. Such prior representations involved fund formation, regulatory, and transactional matters for portfolio companies of Ironclad and did not involve any matter adverse to Greenfield or any of its affiliates. The Firm does not currently represent Ironclad Capital Partners LP or any of its affiliates in any matter adverse to Greenfield. The Firm will not represent Ironclad Capital Partners LP, any DIP Lender, or the Collateral Agent in the Chapter 11 Case. Ironclad Capital Partners LP and the DIP Lender group are separately represented in the Chapter 11 Case by Harmon & Keach LLP (lead partner: Richard Yeung).
(b) Other Lender Parties. The Firm has no current or prior representation of Ridgeline Opportunity Fund III LP, Bramblewood Credit Advisors LLC, Prairie State Bank, N.A., Hawthorn National Bank, Northland Savings Bank, F.S.B., or Meridian Trust Company, or any of their respective affiliates, in any matter related to Greenfield, the Chapter 11 Case, or the DIP Facility. The Firm's conflicts database reflects no prior attorney-client relationships with any of these entities that would give rise to a disqualifying conflict.
(c) Anticipated Committee Counsel. The Firm has no current or prior representation of Archer Grayson & Cole LLP, which is anticipated to serve as counsel to the Official Committee of Unsecured Creditors (if one is appointed), or of any of its clients, in any matter related to Greenfield or the Chapter 11 Case.
(d) Judicial Relationships. The Firm has no relationship with the Honorable Margaret R. Dunleavy, the Bankruptcy Judge assigned to the Chapter 11 Case, that would require recusal, create an appearance of impropriety, or otherwise constitute a conflict of interest.
A more detailed disclosure of connections, including connections with the Debtor's twenty (20) largest unsecured creditors, significant equity holders, officers, directors, and managers, and other parties in interest, will be filed with the Bankruptcy Court as an exhibit to the verified statement required under Fed. R. Bankr. P. 2014(a) in connection with the Firm's retention application.
8.3 Ongoing Duty
The Firm recognizes its ongoing obligation to monitor for potential conflicts of interest throughout the duration of the engagement. The Firm will promptly disclose to the Client, the Bankruptcy Court, and the United States Trustee any new relationships, representations, or circumstances that arise during the course of the engagement and that may constitute or give rise to a potential conflict of interest. The Firm will take appropriate action in accordance with the applicable rules of professional conduct and the Bankruptcy Code to address any such conflicts, including seeking the guidance of the Bankruptcy Court if necessary.
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 third parties without the Client's prior written consent, except as required by applicable law, court order, or the Bankruptcy Code.
The Client acknowledges that certain filings made by the Firm in the Chapter 11 Case are matters of public record and will be available to creditors, parties in interest, and the general public through the Bankruptcy Court's electronic filing system and the PACER database. Such public filings include, without limitation, the voluntary petition, schedules and statement of financial affairs, motions, declarations, proposed orders, fee applications, the plan of reorganization, the disclosure statement, and any other documents filed with the Bankruptcy Court. The Firm will use reasonable efforts to seek appropriate protective orders or file documents under seal where the Client's commercially sensitive or proprietary information would be at risk, subject to the Bankruptcy Court's rules and the standards for sealing or restricting access to filed documents.
In addition, the Client acknowledges that the Firm's interim and final fee applications, which are filed as public documents with the Bankruptcy Court, will contain descriptions of the legal services rendered by the Firm, including time entries and task descriptions, which may reference the subject matter of the Firm's work. The Firm will exercise professional judgment in preparing such descriptions to avoid unnecessary disclosure of privileged or confidential information while complying with the level of detail required by the Bankruptcy Court and the U.S. Trustee's fee guidelines.
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 conclusion of the engagement, after which files may be destroyed in the ordinary course in accordance with the Firm's procedures.
Upon the conclusion of the engagement, original documents that are the property of the Client, including original executed agreements, certificates, and instruments delivered to the Firm by the Client, will be returned to the Client upon written request. The Firm may retain copies (including electronic copies) of all documents for its files and records, and for compliance with the Firm's professional obligations.
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, associates, of counsel attorneys, employees, and agents (each, an "Indemnified Party") from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to third-party claims brought against any Indemnified Party as a result of or in connection with the Client's conduct, actions, omissions, or representations, provided, however, that such indemnification obligation shall not apply to the extent that such claims, damages, losses, liabilities, costs, or expenses arise directly from the Firm's own gross negligence or willful misconduct.
The Client acknowledges and agrees that the indemnification obligation set forth in this Section 11 shall constitute an administrative expense of the Debtor's estate under Section 503(b) of the Bankruptcy Code, subject to review and approval by the Bankruptcy Court. The Firm acknowledges that the enforceability of this indemnification provision as an administrative expense is subject to Bankruptcy Court determination and applicable law.
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-Possession pursuant to Fed. R. Bankr. P. 2014 and any applicable local rules of the Bankruptcy Court. The Firm's withdrawal shall not be effective until entry of a Bankruptcy Court order authorizing such withdrawal.
(b) Transition Period. During any transition period between the date notice of termination is given and the effective date of the Firm's withdrawal, the Firm shall continue to protect the Client's interests, comply with all applicable ethical obligations, and cooperate with successor counsel in effecting an orderly transition of the engagement, including the transfer of files, work product, and knowledge regarding the status of all pending matters.
(c) Payment of Accrued Fees and Expenses. Upon termination, the Client shall remain obligated to pay all fees earned and expenses incurred by the Firm through the effective date of termination, subject to the review and approval of the Bankruptcy Court in accordance with Sections 330 and 331 of the Bankruptcy Code.
The Firm reserves the right to seek withdrawal from this engagement if: (i) a conflict of interest arises that cannot be waived or otherwise resolved in accordance with the applicable rules of professional conduct; (ii) the Client fails to cooperate with the Firm in a manner that materially impairs the Firm's ability to represent the Client effectively; or (iii) the Client fails to pay amounts due under this engagement letter or to comply with Bankruptcy Court orders relating to the payment of professional fees and expenses.
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 insurance through Stonebridge Insurance Group Ltd. under Policy No. SIG-DO-2024-07821, with an aggregate coverage limit of $15,000,000. The Client will use commercially reasonable efforts to maintain such directors' and officers' liability insurance in effect during the pendency of the Chapter 11 Case, subject to Bankruptcy Court approval of the payment of insurance premiums as an ordinary-course expense of the estate.
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 be subject to the exclusive jurisdiction of the Bankruptcy Court during the pendency of the Chapter 11 Case. Following the closing or dismissal of the Chapter 11 Case, any such disputes shall be subject to the jurisdiction of the state and federal courts located in the State of New York.
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 executed by both the Firm and the Client. No waiver of any provision of this Letter shall be effective unless set forth in a writing signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or of the same provision on any other occasion.
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 Greenfield Agricultural Partners LLC in this important matter and look forward to working with you and your team throughout the Chapter 11 Case. Should you have any questions regarding the terms of this engagement or any other matter, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Nathaniel Bower
Title: Partner, Bankruptcy & Restructuring
Address: 450 Park Avenue, New York, New York 10022
Telephone: (212) 554-7218
Email: nbower@calderwoodharkness.com
Date: May 15, 2025
ACKNOWLEDGED, AGREED, AND ACCEPTED:
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Derek Calloway
Title: Chief Executive Officer and Manager
Date: May 15, 2025
WITH APPROVAL OF GENERAL COUNSEL:
By: ________
Name: Monica Huang
Title: General Counsel and Secretary
Date: May 15, 2025
Enclosures
The following schedules are enclosed herewith and incorporated by reference into this engagement letter:
Schedule A: Current Billing Rates for Engagement Team Members
Schedule B: Firm Standard Terms and Conditions (incorporated by reference into this engagement letter and made a part hereof)
Schedule C: Preliminary Conflict Disclosure (to be expanded and supplemented in the verified statement filed with the Bankruptcy Court pursuant to Fed. R. Bankr. P. 2014(a) in connection with the Firm's retention application)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — This engagement letter and all attachments hereto contain confidential and privileged information intended solely for the use of the addressee. Any unauthorized review, use, disclosure, or distribution is prohibited. If you are not the intended recipient, please contact Calderwood & Harkness LLP immediately and destroy all copies.
Name | Title | Role
Derek Calloway | Chief Executive Officer and Manager | Primary client contact; overall strategic direction
Patricia Langford | Chief Financial Officer | Financial matters, DIP Budget, monthly operating reports, financial projections
Russell Teague | Chief Operating Officer | Operational matters, plant operations, supply chain, distribution
Monica Huang | General Counsel and Secretary | Legal coordination, privilege management, document production
James Delacroix | Vice President, Treasury and Capital Markets | Treasury operations, DIP Facility draws, cash management, capital markets
Timekeeper Category | Hourly Rate Range
Partners | $1,450 – $1,750 per hour
Associates | $850 – $1,150 per hour
Paralegals | $425 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA HAND DELIVERY AND EMAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED, AGREED, AND ACCEPTED:

GREENFIELD AGRICULTURAL PARTNERS LLC

WITH APPROVAL OF GENERAL COUNSEL:

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