1020-00003 · Tallgrass Capital Holdings · Engagement

engagement-letter-gap-2022-02-21.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Counselors at Law

600 Lexington Avenue New York, New York 10022

Telephone: (212) 455-7000 Facsimile: (212) 455-7001 www.calderwoodharkness.com

February 21, 2022

VIA EMAIL AND OVERNIGHT COURIER

Douglas Evanston, Esq. General Counsel & Corporate Secretary Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309

Re: Engagement of Calderwood & Harkness LLP — Proposed Rule 144A Private Placement of $30,000,000 Aggregate Principal Amount of Senior Unsecured Notes by Greenfield Agricultural Partners LLC

C&H Matter No. 1020-00003 C&H Billing No. 014723.00001

Dear Mr. Evanston:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Greenfield Agricultural Partners LLC, an Iowa limited liability company ("Greenfield," "GAP," or the "Company"), to serve as issuer's counsel in connection with the proposed private placement by the Company of $30,000,000 aggregate principal amount of senior unsecured notes (the "Notes"). The Notes are to be offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for resale to qualified institutional buyers ("QIBs") under Rule 144A promulgated thereunder (the "Offering").

This letter (the "Engagement Letter") sets forth the terms and conditions pursuant to which C&H will represent the Company in connection with the Offering. This Engagement Letter, together with the Firm's Standard Terms of Engagement enclosed herewith, constitutes the entire agreement between C&H and the Company with respect to the subject matter hereof. In the event of any conflict between this Engagement Letter and the Standard Terms of Engagement, the terms of this Engagement Letter shall control. We look forward to working with you and the Company's management team on this transaction and appreciate the confidence you have placed in the Firm.

2. Scope of Representation

C&H will serve as outside counsel to the Company in connection with the Offering. The scope of our representation will include, but will not necessarily be limited to, the following:

(a) Offering Memorandum. Preparation, drafting, and negotiation of an offering memorandum (including all supplements and amendments thereto) describing the Notes, the terms and conditions of the Offering, the Company's business operations, financial condition, results of operations, capitalization, risk factors, and such other information as is customarily included in offering memoranda for Rule 144A private placements of debt securities of comparable scope and complexity.

(b) Indenture. Preparation, drafting, and negotiation of an indenture (the "Indenture") between the Company, as issuer, and a trustee to be selected by the Company (currently anticipated to be Heartland Trust Company, National Association (the "Trustee")), governing the terms, conditions, covenants, events of default, and other provisions applicable to the Notes.

(c) Purchase Agreement. Review, drafting, and negotiation of a purchase agreement (the "Purchase Agreement") between the Company and the initial purchaser (currently anticipated to be Ridgeline Securities LLC, a broker-dealer registered with the Financial Industry Regulatory Authority ("FINRA")) (the "Initial Purchaser") for the purchase and resale of the Notes to QIBs in accordance with Rule 144A under the Securities Act.

(d) Registration Rights Agreement. Preparation, drafting, and negotiation of a registration rights agreement (the "Registration Rights Agreement") obligating the Company to file an exchange offer registration statement on an appropriate form with the Securities and Exchange Commission (the "SEC") within a specified period following the closing of the Offering, and to consummate such exchange offer, or, in certain circumstances, to file a shelf registration statement providing for the resale of the Notes, in each case in accordance with customary terms and conditions.

(e) Ancillary Closing Documents. Preparation of ancillary closing documents, including, without limitation, officer's certificates (including certificates as to incumbency, authorization, and accuracy of representations), resolutions of the Company's board of managers (or equivalent governing body) authorizing the Offering and the issuance of the Notes, legal opinions of issuer's counsel (including customary enforceability opinions and Securities Act exemption opinions), and a negative assurance (10b-5) disclosure letter addressed to the Initial Purchaser.

(f) Auditor Coordination. Coordination with the Company's independent registered public accounting firm (currently Clarendon Harris & Co. LLP) regarding the scope and content of comfort letters to be delivered to the Initial Purchaser at signing and closing, including review of applicable comfort letter standards under Statement on Auditing Standards No. 72 (or any successor standard) and negotiation of the form of comfort letter.

(g) Rating Agency Coordination. Coordination with any rating agency engaged by the Company in connection with the Offering (currently anticipated to be Pinnacle Ratings Group, Inc.) regarding information requirements, presentation materials, and the rating process, as applicable.

(h) Due Diligence. Participation in the due diligence review customarily conducted in connection with offerings of this nature, including the preparation and distribution of due diligence request lists, review and analysis of diligence materials produced by the Company, attendance at and participation in management presentations and due diligence sessions, and preparation of a due diligence memorandum summarizing the results of such review.

(i) Counterparty Counsel Coordination. Coordination with counsel to the Initial Purchaser (currently anticipated to be Pryor, Glendenning & Haas LLP) and counsel to the Trustee (currently anticipated to be Brantley & Whitford LLP) with respect to the negotiation of transaction documents, the closing process, the preparation of closing checklists, and the resolution of open legal and documentation issues.

(j) Other Services. Such other legal services as may be reasonably requested by the Company in connection with the Offering and agreed upon by C&H, including responding to questions from the Initial Purchaser, providing guidance on Securities Act compliance matters, and assisting with post-closing administrative matters related to the Offering.

Notwithstanding the foregoing, the scope of C&H's engagement under this Engagement Letter does not include: (i) tax advice of any kind, including advice regarding federal, state, local, or foreign tax consequences of the Offering or the Notes (the Company should consult its own tax advisors regarding such matters); (ii) preparation or filing of regulatory filings or applications unrelated to the Offering, including, without limitation, filings with the Iowa Secretary of State, the U.S. Department of Agriculture, or any state or federal environmental regulatory authority; or (iii) representation of the Company in connection with any litigation, arbitration, enforcement proceeding, or governmental investigation, whether arising from the Offering or otherwise. Any expansion of the scope of our engagement beyond the matters described in this Section 2 will require the mutual written agreement of the parties.

3. C&H Engagement Team

The following attorneys will serve as the principal members of the C&H engagement team for this matter:

Responsible Partner: Robert Adeyemi, Partner, Capital Markets Group. Mr. Adeyemi will have overall responsibility for the engagement and will serve as the primary relationship partner for the Company. Mr. Adeyemi brings extensive experience in high-yield and investment-grade debt offerings, Rule 144A private placements, and related capital markets transactions. He will provide strategic direction, supervise all aspects of the engagement, and serve as the Company's principal point of contact at the partner level.

Billing Partner: Jennifer Kwon, Partner, Capital Markets Group. Ms. Kwon will be responsible for billing matters, fee estimates, invoicing, and any billing inquiries. Ms. Kwon will also participate in substantive aspects of the engagement, including the review of key transaction documents and the rendering of legal opinions.

Lead Associate: Claire Dempsey, Capital Markets Group. Ms. Dempsey will handle day-to-day management of document drafting, due diligence coordination, transaction execution, and communication with counterparty counsel. Ms. Dempsey will serve as the primary day-to-day contact for the Company's legal team with respect to the progress of the transaction and the resolution of open documentation issues.

Working Associate: Audrey Zhou, Capital Markets Group. Ms. Zhou will serve as a supporting associate and will be responsible for legal research, document preparation, closing checklist management, and assistance with due diligence review and organization of closing materials.

Additional attorneys, paralegals, and support staff may be assigned to the engagement from time to time as the Firm deems necessary or appropriate to ensure timely and efficient completion of the work. The Company will be informed of any material changes to the composition of the engagement team, and C&H will use commercially reasonable efforts to maintain continuity of staffing throughout the engagement.

4. Fee Arrangements

4.1 Billing Basis

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

The specific hourly rates for the named members of the engagement team are as follows:

Time is recorded and billed in increments of one-tenth of an hour (six minutes). All time recorded by members of the engagement team will be reflected on monthly invoices with reasonable descriptions of the services performed.

4.2 Fee Estimate

Based on C&H's experience with Rule 144A private placements of debt securities of comparable scope and complexity, the Firm estimates that total legal fees for the Offering, assuming the transaction proceeds to closing on customary terms and within a customary timeframe, will be in the range of $350,000 to $425,000. This estimate reflects our current understanding of the anticipated scope of the transaction, the parties involved, and the complexity of the Company's business and organizational structure.

This estimate is provided solely for the Company's budgeting and planning purposes and does not constitute a fee cap, a fixed fee, a maximum fee, or a guarantee of any kind. Actual fees may vary from this estimate — potentially significantly — depending on a number of factors, including but not limited to: the complexity and duration of the transaction; the extent and difficulty of negotiations with the Initial Purchaser, the Trustee, and their respective counsel; the volume and complexity of diligence materials; market conditions affecting the Offering timeline; changes in the structure or terms of the Offering; requests for additional or unanticipated services; and other factors beyond C&H's control. We will endeavor to keep the Company informed if it appears that actual fees will materially exceed the upper end of the estimated range.

In the event the Offering does not close or is terminated for any reason — including, without limitation, a decision by the Company to withdraw the Offering, adverse market conditions, failure to obtain a satisfactory credit rating, or failure to reach agreement on transaction terms — the Company will remain responsible for payment of all fees and disbursements incurred by C&H through the date of termination.

4.3 Disbursements and Expenses

In addition to professional fees for legal services, the Company will be responsible for reimbursement of all out-of-pocket disbursements and expenses reasonably incurred by C&H in connection with the engagement. Such disbursements and expenses may include, but are not limited to:

• travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with in-person due diligence sessions, management presentations, closing meetings, and other engagement-related travel;

• document reproduction, printing, and binding costs;

• filing fees and registration charges;

• overnight courier and delivery charges;

• long-distance telephone and videoconference charges;

• electronic legal research charges (including charges for Westmark Data Systems, Calderon Systems, Cascade Services Inc., and similar services); and

• other miscellaneous expenses directly related to the engagement.

All disbursements and expenses will be billed at cost, without markup. C&H will seek prior approval from the Company before incurring any single disbursement or expense in excess of $5,000.

4.4 Invoicing and Payment

C&H will submit monthly invoices to the Company for professional fees earned and disbursements incurred during the preceding calendar month. Invoices will contain reasonable detail regarding the services rendered, including the identity of each timekeeper, the number of hours worked, the applicable hourly rate, and a brief description of the work performed. Disbursements and expenses will be itemized separately.

Invoices are due and payable within thirty (30) days of the invoice date. Amounts not paid within such period may, at C&H's discretion, accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less) from the date due until paid in full. All invoices and payments should reference Matter No. 1020-00003 and Billing No. 014723.00001.

Invoices should be directed and payments remitted to:

Calderwood & Harkness LLP

Attn: Accounts Receivable — Jennifer Kwon

600 Lexington Avenue New York, New York 10022

Wire transfer instructions will be provided upon request.

5. Client Identification and Authority

The Firm's client in this engagement is Greenfield Agricultural Partners LLC and not any affiliate, subsidiary, member, manager, officer, director, employee, or equity holder of the Company. For the avoidance of doubt, the Firm's representation of the Company does not extend to, and shall not be construed as creating an attorney-client relationship with, Tallgrass Capital Holdings LP, the Company's majority equity holder, or Tallgrass Capital GP LLC, the general partner of Tallgrass Capital Holdings LP, or any other affiliate, portfolio company, fund, or related entity of Tallgrass or its principals.

The Firm will take direction in connection with this engagement from Douglas Evanston, General Counsel & Corporate Secretary of the Company, and from such other officers or authorized representatives of the Company as Mr. Evanston may designate from time to time in writing. To the extent that the Company's Chief Executive Officer, Marcus J. Reinhart, and Chief Financial Officer, Linda Shao-Perkins, are expected to participate in diligence sessions, management presentations, and the review of the offering memorandum and related transaction documents, we welcome and anticipate such participation. However, all engagement-related instructions, including instructions regarding the scope, direction, or termination of C&H's representation, should be conveyed to C&H through Mr. Evanston or his designees.

6. Conflict of Interest Disclosure

C&H has conducted a conflicts check in accordance with the Firm's standard policies and procedures, consistent with Rule 1.7 of the New York Rules of Professional Conduct and applicable provisions of the Iowa Rules of Professional Conduct. Based on the results of that review, C&H does not currently represent any party in a matter that is directly adverse to the Company in connection with the Offering, and the Firm does not believe that its representation of the Company in this engagement is materially limited by the Firm's responsibilities to any other client or by any other obligation.

Notwithstanding the foregoing, C&H notes the following for disclosure purposes:

(a) Ridgeline Securities LLC. C&H has in the past represented, and may in the future represent, Ridgeline Securities LLC, the anticipated Initial Purchaser in the Offering, in matters unrelated to this Offering. These prior and potential future representations involve capital markets transactions and other corporate matters in which Ridgeline acted or may act as an underwriter, initial purchaser, or placement agent for issuers other than the Company. C&H does not believe that this creates a conflict of interest with respect to the present engagement given that C&H's role in the Offering is as issuer's counsel and that Ridgeline has separately engaged Pryor, Glendenning & Haas LLP as its own counsel in connection with the Offering. C&H's representation of the Company in this engagement will not be influenced by, and C&H will not share with Ridgeline or its counsel any confidential information obtained from the Company except as is customary in connection with the Offering and as authorized by the Company.

(b) Tallgrass Capital Holdings LP and Affiliates. C&H has in the past represented other portfolio companies or affiliates of Tallgrass Capital Holdings LP in unrelated matters. C&H's representation of the Company in this engagement is undertaken on behalf of the Company as an independent legal entity and not on behalf of Tallgrass Capital Holdings LP, Tallgrass Capital GP LLC, or any other affiliate or portfolio company of Tallgrass. C&H's duties of loyalty and confidentiality in this engagement run solely to the Company.

By executing this Engagement Letter in the space provided below, the Company acknowledges and consents to the foregoing disclosures, confirms that the Company has had a reasonable opportunity to review and consider the potential conflicts described herein, and waives any conflict arising therefrom with respect to C&H's representation of the Company in connection with the Offering. This waiver is limited to the specific circumstances described above and does not constitute a blanket waiver of future conflicts.

7. Confidentiality

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

The Company acknowledges that in the ordinary course of the Offering, certain confidential information regarding the Company — including financial statements, business plans, projections, material contracts, and other non-public information — may be shared with the Initial Purchaser, counsel to the Initial Purchaser, the proposed Trustee and its counsel, the rating agency, the Company's independent auditor, and potential QIB investors, in each case pursuant to customary offering procedures and subject to customary confidentiality arrangements (including, as applicable, confidentiality agreements, "big boy" letters, and wall-crossing procedures). The Company's decision to proceed with the Offering shall constitute authorization for C&H to share such information with the foregoing parties to the extent reasonably necessary to accomplish the purposes of the engagement.

8. Document Retention

Upon completion or termination of this engagement, C&H will retain documents and files related to the matter in accordance with the Firm's document retention policies then in effect. The Firm's current document retention policies provide for retention of closed matter files — including both physical and electronic files — for a period of ten (10) years following the date on which the matter is formally closed in the Firm's records. Following the expiration of such retention period, the Firm may destroy or dispose of the files without further notice to or consent from the Company.

The Company may request return of original documents at any time during the retention period. Such request should be directed to the Responsible Partner or the Billing Partner identified in Section 3 above. The Company acknowledges that certain documents in the Firm's files may constitute the Firm's work product and that C&H reserves the right to retain copies of such work product for its own records.

9. Limitation of Engagement; No Ongoing Obligation

C&H's engagement under this Engagement Letter is limited to the Offering as specifically described in Section 2 hereof. The completion of the Offering (whether by closing, withdrawal, abandonment, or termination) will conclude C&H's representation of the Company under this Engagement Letter unless the parties agree in writing to extend, modify, or expand the scope of the engagement.

Following the conclusion of the engagement, C&H shall have no obligation to update, supplement, or revise any advice, legal opinion, work product, or other deliverable provided during the course of the engagement, nor shall C&H be obligated to monitor or inform the Company of developments in applicable law, regulation, market practice, or the Company's business, financial condition, or affairs. The Company understands that legal advice rendered in connection with this engagement is based on the law in effect and the facts known to C&H at the time such advice is rendered.

If the Company desires legal representation from C&H with respect to matters beyond the scope of this Engagement Letter — including, without limitation, post-closing compliance matters, the exchange offer registration process, or any future capital markets transactions — the terms of such representation will be set forth in a separate engagement letter or amendment to this Engagement Letter.

10. Governing Law

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

Any dispute, controversy, or claim arising under, out of, or in connection with this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved exclusively in the state or federal courts located in the Borough of Manhattan, City and County of New York, State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts for purposes of any such dispute and waives any objection to venue or any claim of inconvenient forum.

11. Termination of Engagement

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

Upon termination of the engagement by either party for any reason, the Company will remain responsible for payment of all professional fees earned and disbursements incurred by C&H through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 of this Engagement Letter. C&H will render a final invoice promptly following the effective date of termination, and payment of such invoice shall be due within thirty (30) days of the invoice date.

12. Acceptance and Execution

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

This engagement shall be deemed effective as of the date first set forth above — February 21, 2022 — upon execution by the Company. In the event that the Company does not execute and return this Engagement Letter within thirty (30) days of the date hereof, C&H reserves the right to withdraw its offer to represent the Company on the terms set forth herein.

We are enthusiastic about the opportunity to work with the Company on this important transaction and are confident that we can provide the high-quality legal services that the Company expects and deserves. Please do not hesitate to contact Robert Adeyemi at (212) 455-7142 or Jennifer Kwon at (212) 455-7256 should you have any questions regarding the terms of this Engagement Letter or any other aspect of the proposed engagement.

We look forward to hearing from you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Robert Adeyemi

Title: Partner, Capital Markets Group

Date: ________

ACKNOWLEDGMENT AND AGREEMENT

The undersigned, on behalf of Greenfield Agricultural Partners LLC, hereby acknowledges receipt of the foregoing Engagement Letter dated February 21, 2022, confirms that the undersigned has the authority to execute this Engagement Letter on behalf of the Company, and agrees to the terms and conditions set forth therein, including, without limitation, the scope of representation, fee arrangements, conflict of interest disclosures and waivers, and all other provisions contained herein and in the Firm's Standard Terms of Engagement enclosed herewith.

ACKNOWLEDGED AND AGREED:

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Douglas Evanston

Title: General Counsel & Corporate Secretary

Date: ________

Enclosure: C&H Standard Terms of Engagement (referenced herein but not reproduced in this letter)

cc:

Marcus J. Reinhart, Chief Executive Officer, Greenfield Agricultural Partners LLC Linda Shao-Perkins, Chief Financial Officer, Greenfield Agricultural Partners LLC Jennifer Kwon, Partner, Calderwood & Harkness LLP Claire Dempsey, Associate, Calderwood & Harkness LLP

Timekeeper Category	Rate Range
Partners	$1,150 – $1,350 per hour
Senior Associates	$850 – $975 per hour
Associates	$625 – $800 per hour
Paralegals / Legal Assistants	$350 – $450 per hour
Timekeeper	Rate
Robert Adeyemi (Partner)	$1,300 per hour
Jennifer Kwon (Partner)	$1,250 per hour
Claire Dempsey (Lead Associate)	$925 per hour
Audrey Zhou (Working Associate)	$700 per hour

CALDERWOOD & HARKNESS LLP Counselors at Law
600 Lexington Avenue New York, New York 10022
Telephone: (212) 455-7000 Facsimile: (212) 455-7001 www.calderwoodharkness.com
February 21, 2022
VIA EMAIL AND OVERNIGHT COURIER
Douglas Evanston, Esq. General Counsel & Corporate Secretary Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309
Re: Engagement of Calderwood & Harkness LLP — Proposed Rule 144A Private Placement of $30,000,000 Aggregate Principal Amount of Senior Unsecured Notes by Greenfield Agricultural Partners LLC
C&H Matter No. 1020-00003 C&H Billing No. 014723.00001
Dear Mr. Evanston:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Greenfield Agricultural Partners LLC, an Iowa limited liability company ("Greenfield," "GAP," or the "Company"), to serve as issuer's counsel in connection with the proposed private placement by the Company of $30,000,000 aggregate principal amount of senior unsecured notes (the "Notes"). The Notes are to be offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for resale to qualified institutional buyers ("QIBs") under Rule 144A promulgated thereunder (the "Offering").
This letter (the "Engagement Letter") sets forth the terms and conditions pursuant to which C&H will represent the Company in connection with the Offering. This Engagement Letter, together with the Firm's Standard Terms of Engagement enclosed herewith, constitutes the entire agreement between C&H and the Company with respect to the subject matter hereof. In the event of any conflict between this Engagement Letter and the Standard Terms of Engagement, the terms of this Engagement Letter shall control. We look forward to working with you and the Company's management team on this transaction and appreciate the confidence you have placed in the Firm.
2. Scope of Representation
C&H will serve as outside counsel to the Company in connection with the Offering. The scope of our representation will include, but will not necessarily be limited to, the following:
(a) Offering Memorandum. Preparation, drafting, and negotiation of an offering memorandum (including all supplements and amendments thereto) describing the Notes, the terms and conditions of the Offering, the Company's business operations, financial condition, results of operations, capitalization, risk factors, and such other information as is customarily included in offering memoranda for Rule 144A private placements of debt securities of comparable scope and complexity.
(b) Indenture. Preparation, drafting, and negotiation of an indenture (the "Indenture") between the Company, as issuer, and a trustee to be selected by the Company (currently anticipated to be Heartland Trust Company, National Association (the "Trustee")), governing the terms, conditions, covenants, events of default, and other provisions applicable to the Notes.
(c) Purchase Agreement. Review, drafting, and negotiation of a purchase agreement (the "Purchase Agreement") between the Company and the initial purchaser (currently anticipated to be Ridgeline Securities LLC, a broker-dealer registered with the Financial Industry Regulatory Authority ("FINRA")) (the "Initial Purchaser") for the purchase and resale of the Notes to QIBs in accordance with Rule 144A under the Securities Act.
(d) Registration Rights Agreement. Preparation, drafting, and negotiation of a registration rights agreement (the "Registration Rights Agreement") obligating the Company to file an exchange offer registration statement on an appropriate form with the Securities and Exchange Commission (the "SEC") within a specified period following the closing of the Offering, and to consummate such exchange offer, or, in certain circumstances, to file a shelf registration statement providing for the resale of the Notes, in each case in accordance with customary terms and conditions.
(e) Ancillary Closing Documents. Preparation of ancillary closing documents, including, without limitation, officer's certificates (including certificates as to incumbency, authorization, and accuracy of representations), resolutions of the Company's board of managers (or equivalent governing body) authorizing the Offering and the issuance of the Notes, legal opinions of issuer's counsel (including customary enforceability opinions and Securities Act exemption opinions), and a negative assurance (10b-5) disclosure letter addressed to the Initial Purchaser.
(f) Auditor Coordination. Coordination with the Company's independent registered public accounting firm (currently Clarendon Harris & Co. LLP) regarding the scope and content of comfort letters to be delivered to the Initial Purchaser at signing and closing, including review of applicable comfort letter standards under Statement on Auditing Standards No. 72 (or any successor standard) and negotiation of the form of comfort letter.
(g) Rating Agency Coordination. Coordination with any rating agency engaged by the Company in connection with the Offering (currently anticipated to be Pinnacle Ratings Group, Inc.) regarding information requirements, presentation materials, and the rating process, as applicable.
(h) Due Diligence. Participation in the due diligence review customarily conducted in connection with offerings of this nature, including the preparation and distribution of due diligence request lists, review and analysis of diligence materials produced by the Company, attendance at and participation in management presentations and due diligence sessions, and preparation of a due diligence memorandum summarizing the results of such review.
(i) Counterparty Counsel Coordination. Coordination with counsel to the Initial Purchaser (currently anticipated to be Pryor, Glendenning & Haas LLP) and counsel to the Trustee (currently anticipated to be Brantley & Whitford LLP) with respect to the negotiation of transaction documents, the closing process, the preparation of closing checklists, and the resolution of open legal and documentation issues.
(j) Other Services. Such other legal services as may be reasonably requested by the Company in connection with the Offering and agreed upon by C&H, including responding to questions from the Initial Purchaser, providing guidance on Securities Act compliance matters, and assisting with post-closing administrative matters related to the Offering.
Notwithstanding the foregoing, the scope of C&H's engagement under this Engagement Letter does not include: (i) tax advice of any kind, including advice regarding federal, state, local, or foreign tax consequences of the Offering or the Notes (the Company should consult its own tax advisors regarding such matters); (ii) preparation or filing of regulatory filings or applications unrelated to the Offering, including, without limitation, filings with the Iowa Secretary of State, the U.S. Department of Agriculture, or any state or federal environmental regulatory authority; or (iii) representation of the Company in connection with any litigation, arbitration, enforcement proceeding, or governmental investigation, whether arising from the Offering or otherwise. Any expansion of the scope of our engagement beyond the matters described in this Section 2 will require the mutual written agreement of the parties.
3. C&H Engagement Team
The following attorneys will serve as the principal members of the C&H engagement team for this matter:
Responsible Partner: Robert Adeyemi, Partner, Capital Markets Group. Mr. Adeyemi will have overall responsibility for the engagement and will serve as the primary relationship partner for the Company. Mr. Adeyemi brings extensive experience in high-yield and investment-grade debt offerings, Rule 144A private placements, and related capital markets transactions. He will provide strategic direction, supervise all aspects of the engagement, and serve as the Company's principal point of contact at the partner level.
Billing Partner: Jennifer Kwon, Partner, Capital Markets Group. Ms. Kwon will be responsible for billing matters, fee estimates, invoicing, and any billing inquiries. Ms. Kwon will also participate in substantive aspects of the engagement, including the review of key transaction documents and the rendering of legal opinions.
Lead Associate: Claire Dempsey, Capital Markets Group. Ms. Dempsey will handle day-to-day management of document drafting, due diligence coordination, transaction execution, and communication with counterparty counsel. Ms. Dempsey will serve as the primary day-to-day contact for the Company's legal team with respect to the progress of the transaction and the resolution of open documentation issues.
Working Associate: Audrey Zhou, Capital Markets Group. Ms. Zhou will serve as a supporting associate and will be responsible for legal research, document preparation, closing checklist management, and assistance with due diligence review and organization of closing materials.
Additional attorneys, paralegals, and support staff may be assigned to the engagement from time to time as the Firm deems necessary or appropriate to ensure timely and efficient completion of the work. The Company will be informed of any material changes to the composition of the engagement team, and C&H will use commercially reasonable efforts to maintain continuity of staffing throughout the engagement.
4. Fee Arrangements
4.1 Billing Basis
C&H will bill the Company for legal services rendered in connection with the Offering on a time-incurred basis at C&H's then-current standard hourly rates, as may be adjusted from time to time. Rate adjustments, if any, will be communicated to the Company in advance and will apply prospectively. The Firm's current standard hourly rates applicable to the engagement team are as follows:
The specific hourly rates for the named members of the engagement team are as follows:
Time is recorded and billed in increments of one-tenth of an hour (six minutes). All time recorded by members of the engagement team will be reflected on monthly invoices with reasonable descriptions of the services performed.
4.2 Fee Estimate
Based on C&H's experience with Rule 144A private placements of debt securities of comparable scope and complexity, the Firm estimates that total legal fees for the Offering, assuming the transaction proceeds to closing on customary terms and within a customary timeframe, will be in the range of $350,000 to $425,000. This estimate reflects our current understanding of the anticipated scope of the transaction, the parties involved, and the complexity of the Company's business and organizational structure.
This estimate is provided solely for the Company's budgeting and planning purposes and does not constitute a fee cap, a fixed fee, a maximum fee, or a guarantee of any kind. Actual fees may vary from this estimate — potentially significantly — depending on a number of factors, including but not limited to: the complexity and duration of the transaction; the extent and difficulty of negotiations with the Initial Purchaser, the Trustee, and their respective counsel; the volume and complexity of diligence materials; market conditions affecting the Offering timeline; changes in the structure or terms of the Offering; requests for additional or unanticipated services; and other factors beyond C&H's control. We will endeavor to keep the Company informed if it appears that actual fees will materially exceed the upper end of the estimated range.
In the event the Offering does not close or is terminated for any reason — including, without limitation, a decision by the Company to withdraw the Offering, adverse market conditions, failure to obtain a satisfactory credit rating, or failure to reach agreement on transaction terms — the Company will remain responsible for payment of all fees and disbursements incurred by C&H through the date of termination.
4.3 Disbursements and Expenses
In addition to professional fees for legal services, the Company will be responsible for reimbursement of all out-of-pocket disbursements and expenses reasonably incurred by C&H in connection with the engagement. Such disbursements and expenses may include, but are not limited to:
•  travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with in-person due diligence sessions, management presentations, closing meetings, and other engagement-related travel;
•  document reproduction, printing, and binding costs;
•  filing fees and registration charges;
•  overnight courier and delivery charges;
•  long-distance telephone and videoconference charges;
•  electronic legal research charges (including charges for Westmark Data Systems, Calderon Systems, Cascade Services Inc., and similar services); and
•  other miscellaneous expenses directly related to the engagement.
All disbursements and expenses will be billed at cost, without markup. C&H will seek prior approval from the Company before incurring any single disbursement or expense in excess of $5,000.
4.4 Invoicing and Payment
C&H will submit monthly invoices to the Company for professional fees earned and disbursements incurred during the preceding calendar month. Invoices will contain reasonable detail regarding the services rendered, including the identity of each timekeeper, the number of hours worked, the applicable hourly rate, and a brief description of the work performed. Disbursements and expenses will be itemized separately.
Invoices are due and payable within thirty (30) days of the invoice date. Amounts not paid within such period may, at C&H's discretion, accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less) from the date due until paid in full. All invoices and payments should reference Matter No. 1020-00003 and Billing No. 014723.00001.
Invoices should be directed and payments remitted to:
Calderwood & Harkness LLP
Attn: Accounts Receivable — Jennifer Kwon
600 Lexington Avenue New York, New York 10022
Wire transfer instructions will be provided upon request.
5. Client Identification and Authority
The Firm's client in this engagement is Greenfield Agricultural Partners LLC and not any affiliate, subsidiary, member, manager, officer, director, employee, or equity holder of the Company. For the avoidance of doubt, the Firm's representation of the Company does not extend to, and shall not be construed as creating an attorney-client relationship with, Tallgrass Capital Holdings LP, the Company's majority equity holder, or Tallgrass Capital GP LLC, the general partner of Tallgrass Capital Holdings LP, or any other affiliate, portfolio company, fund, or related entity of Tallgrass or its principals.
The Firm will take direction in connection with this engagement from Douglas Evanston, General Counsel & Corporate Secretary of the Company, and from such other officers or authorized representatives of the Company as Mr. Evanston may designate from time to time in writing. To the extent that the Company's Chief Executive Officer, Marcus J. Reinhart, and Chief Financial Officer, Linda Shao-Perkins, are expected to participate in diligence sessions, management presentations, and the review of the offering memorandum and related transaction documents, we welcome and anticipate such participation. However, all engagement-related instructions, including instructions regarding the scope, direction, or termination of C&H's representation, should be conveyed to C&H through Mr. Evanston or his designees.
6. Conflict of Interest Disclosure
C&H has conducted a conflicts check in accordance with the Firm's standard policies and procedures, consistent with Rule 1.7 of the New York Rules of Professional Conduct and applicable provisions of the Iowa Rules of Professional Conduct. Based on the results of that review, C&H does not currently represent any party in a matter that is directly adverse to the Company in connection with the Offering, and the Firm does not believe that its representation of the Company in this engagement is materially limited by the Firm's responsibilities to any other client or by any other obligation.
Notwithstanding the foregoing, C&H notes the following for disclosure purposes:
(a) Ridgeline Securities LLC. C&H has in the past represented, and may in the future represent, Ridgeline Securities LLC, the anticipated Initial Purchaser in the Offering, in matters unrelated to this Offering. These prior and potential future representations involve capital markets transactions and other corporate matters in which Ridgeline acted or may act as an underwriter, initial purchaser, or placement agent for issuers other than the Company. C&H does not believe that this creates a conflict of interest with respect to the present engagement given that C&H's role in the Offering is as issuer's counsel and that Ridgeline has separately engaged Pryor, Glendenning & Haas LLP as its own counsel in connection with the Offering. C&H's representation of the Company in this engagement will not be influenced by, and C&H will not share with Ridgeline or its counsel any confidential information obtained from the Company except as is customary in connection with the Offering and as authorized by the Company.
(b) Tallgrass Capital Holdings LP and Affiliates. C&H has in the past represented other portfolio companies or affiliates of Tallgrass Capital Holdings LP in unrelated matters. C&H's representation of the Company in this engagement is undertaken on behalf of the Company as an independent legal entity and not on behalf of Tallgrass Capital Holdings LP, Tallgrass Capital GP LLC, or any other affiliate or portfolio company of Tallgrass. C&H's duties of loyalty and confidentiality in this engagement run solely to the Company.
By executing this Engagement Letter in the space provided below, the Company acknowledges and consents to the foregoing disclosures, confirms that the Company has had a reasonable opportunity to review and consider the potential conflicts described herein, and waives any conflict arising therefrom with respect to C&H's representation of the Company in connection with the Offering. This waiver is limited to the specific circumstances described above and does not constitute a blanket waiver of future conflicts.
7. Confidentiality
C&H will treat all non-public information received from the Company or its representatives in connection with this engagement as confidential and will not disclose such information to any third party without the prior consent of the Company, except as may be required by applicable law, court order, subpoena, or the applicable rules of professional conduct governing attorneys admitted to practice in the relevant jurisdictions.
The Company acknowledges that in the ordinary course of the Offering, certain confidential information regarding the Company — including financial statements, business plans, projections, material contracts, and other non-public information — may be shared with the Initial Purchaser, counsel to the Initial Purchaser, the proposed Trustee and its counsel, the rating agency, the Company's independent auditor, and potential QIB investors, in each case pursuant to customary offering procedures and subject to customary confidentiality arrangements (including, as applicable, confidentiality agreements, "big boy" letters, and wall-crossing procedures). The Company's decision to proceed with the Offering shall constitute authorization for C&H to share such information with the foregoing parties to the extent reasonably necessary to accomplish the purposes of the engagement.
8. Document Retention
Upon completion or termination of this engagement, C&H will retain documents and files related to the matter in accordance with the Firm's document retention policies then in effect. The Firm's current document retention policies provide for retention of closed matter files — including both physical and electronic files — for a period of ten (10) years following the date on which the matter is formally closed in the Firm's records. Following the expiration of such retention period, the Firm may destroy or dispose of the files without further notice to or consent from the Company.
The Company may request return of original documents at any time during the retention period. Such request should be directed to the Responsible Partner or the Billing Partner identified in Section 3 above. The Company acknowledges that certain documents in the Firm's files may constitute the Firm's work product and that C&H reserves the right to retain copies of such work product for its own records.
9. Limitation of Engagement; No Ongoing Obligation
C&H's engagement under this Engagement Letter is limited to the Offering as specifically described in Section 2 hereof. The completion of the Offering (whether by closing, withdrawal, abandonment, or termination) will conclude C&H's representation of the Company under this Engagement Letter unless the parties agree in writing to extend, modify, or expand the scope of the engagement.
Following the conclusion of the engagement, C&H shall have no obligation to update, supplement, or revise any advice, legal opinion, work product, or other deliverable provided during the course of the engagement, nor shall C&H be obligated to monitor or inform the Company of developments in applicable law, regulation, market practice, or the Company's business, financial condition, or affairs. The Company understands that legal advice rendered in connection with this engagement is based on the law in effect and the facts known to C&H at the time such advice is rendered.
If the Company desires legal representation from C&H with respect to matters beyond the scope of this Engagement Letter — including, without limitation, post-closing compliance matters, the exchange offer registration process, or any future capital markets transactions — the terms of such representation will be set forth in a separate engagement letter or amendment to this Engagement Letter.
10. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Any dispute, controversy, or claim arising under, out of, or in connection with this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved exclusively in the state or federal courts located in the Borough of Manhattan, City and County of New York, State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts for purposes of any such dispute and waives any objection to venue or any claim of inconvenient forum.
11. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. Any such termination by C&H shall be subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to take reasonable steps to protect the Company's interests upon withdrawal and to facilitate the orderly transition of the representation to successor counsel, if any.
Upon termination of the engagement by either party for any reason, the Company will remain responsible for payment of all professional fees earned and disbursements incurred by C&H through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 of this Engagement Letter. C&H will render a final invoice promptly following the effective date of termination, and payment of such invoice shall be due within thirty (30) days of the invoice date.
12. Acceptance and Execution
If the foregoing terms and conditions are acceptable to the Company, we respectfully request that you indicate the Company's agreement by executing this Engagement Letter in the space provided below and returning a signed copy to the undersigned at your earliest convenience. A copy may be returned via email (in PDF format) to robert.adeyemi@calderwoodharkness.com, with the original to follow by overnight courier.
This engagement shall be deemed effective as of the date first set forth above — February 21, 2022 — upon execution by the Company. In the event that the Company does not execute and return this Engagement Letter within thirty (30) days of the date hereof, C&H reserves the right to withdraw its offer to represent the Company on the terms set forth herein.
We are enthusiastic about the opportunity to work with the Company on this important transaction and are confident that we can provide the high-quality legal services that the Company expects and deserves. Please do not hesitate to contact Robert Adeyemi at (212) 455-7142 or Jennifer Kwon at (212) 455-7256 should you have any questions regarding the terms of this Engagement Letter or any other aspect of the proposed engagement.
We look forward to hearing from you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Robert Adeyemi
Title: Partner, Capital Markets Group
Date: ________
ACKNOWLEDGMENT AND AGREEMENT
The undersigned, on behalf of Greenfield Agricultural Partners LLC, hereby acknowledges receipt of the foregoing Engagement Letter dated February 21, 2022, confirms that the undersigned has the authority to execute this Engagement Letter on behalf of the Company, and agrees to the terms and conditions set forth therein, including, without limitation, the scope of representation, fee arrangements, conflict of interest disclosures and waivers, and all other provisions contained herein and in the Firm's Standard Terms of Engagement enclosed herewith.
ACKNOWLEDGED AND AGREED:
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Douglas Evanston
Title: General Counsel & Corporate Secretary
Date: ________
Enclosure: C&H Standard Terms of Engagement (referenced herein but not reproduced in this letter)
cc:
Marcus J. Reinhart, Chief Executive Officer, Greenfield Agricultural Partners LLC Linda Shao-Perkins, Chief Financial Officer, Greenfield Agricultural Partners LLC Jennifer Kwon, Partner, Calderwood & Harkness LLP Claire Dempsey, Associate, Calderwood & Harkness LLP
Timekeeper Category | Rate Range
Partners | $1,150 – $1,350 per hour
Senior Associates | $850 – $975 per hour
Associates | $625 – $800 per hour
Paralegals / Legal Assistants | $350 – $450 per hour
Timekeeper | Rate
Robert Adeyemi (Partner) | $1,300 per hour
Jennifer Kwon (Partner) | $1,250 per hour
Claire Dempsey (Lead Associate) | $925 per hour
Audrey Zhou (Working Associate) | $700 per hour

CALDERWOOD & HARKNESS LLP Counselors at Law

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND AGREEMENT

ACKNOWLEDGED AND AGREED:

GREENFIELD AGRICULTURAL PARTNERS LLC

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