1020-00005 · Greenfield Agricultural Partners · Engagement

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INTERNAL MEMORANDUM — CONFLICT OF INTEREST CHECK

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is prepared solely for internal use by the attorneys and authorized personnel of Calderwood & Harkness LLP and is not intended for distribution to any person or entity outside the firm. Any unauthorized disclosure, copying, or distribution of this memorandum or its contents is strictly prohibited.

FIRM: Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606

DATE: March 21, 2022

TO: Francesca Morano, Partner Samuel Eklund, Partner

FROM: Diane K. Velasquez, Senior Litigation Paralegal Ryan T. Marbury, Paralegal

RE: Conflict of Interest Check — Proposed Engagement of Greenfield Agricultural Partners LLC in Collection Action Against Prairie Basin Grain Co. et al.

PROPOSED MATTER NUMBER: 1020-00005

CLASSIFICATION: New Matter Intake — Litigation (General)

1. PURPOSE OF MEMORANDUM

This memorandum documents the results of the conflict of interest check conducted in connection with the proposed representation of Greenfield Agricultural Partners LLC ("GAP" or the "Prospective Client") in a breach-of-contract collection action against Prairie Basin Grain Co. ("PBGC"), its principal Darren K. Musgrave, and potentially other related parties that may be identified during the course of the engagement (collectively, the "Adverse Parties"). The purpose of this memorandum is to confirm whether any current, former, or prospective client relationship maintained by Calderwood & Harkness LLP ("C&H" or the "Firm") would create an actual or potential conflict of interest under the Illinois Rules of Professional Conduct, including but not limited to Rules 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest), or under any other applicable ethical rule, that would preclude or restrict the Firm's ability to undertake the proposed representation.

The conflicts check documented herein was initiated and completed on March 21, 2022, in advance of the anticipated execution of the engagement letter, which is currently scheduled for March 22, 2022. The check was performed in accordance with Calderwood & Harkness LLP's Conflicts-Checking Policies and Procedures, as set forth in the Firm's Office Policy Manual (Section 4.03, "New Matter Intake and Conflicts Review," revised January 2021), which require a comprehensive review of the Firm's central conflicts database, billing and accounts receivable records, current and historical client lists, and the solicitation of personal knowledge from all partners and of-counsel attorneys prior to the opening of any new matter.

This memorandum is intended to serve as the permanent record of the conflicts check for the proposed matter file and to provide the Responsible Partner and Billing Partner with the information necessary to authorize the opening of the new matter.

2. PROPOSED ENGAGEMENT SUMMARY

The following is a summary of the key details of the proposed engagement:

Prospective Client:

Greenfield Agricultural Partners LLC, a Delaware limited liability company headquartered at 1400 Grand Prairie Boulevard, Suite 800, Des Moines, Iowa 50309. Federal Employer Identification Number: 47-3821654.

Nature of Matter:

Breach-of-contract collection action arising from PBGC's failure to make payment in the approximate aggregate amount of $4,870,050.00 due and owing under a Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Off-Take Agreement"), between GAP and PBGC. The proposed engagement may include the pursuit of claims against Darren K. Musgrave individually in his capacity as personal guarantor under the Off-Take Agreement, as well as claims against other related parties as may be identified during the course of the representation, including but not limited to claims for breach of personal guaranty, fraudulent transfer, and piercing of the corporate veil to the extent warranted by the facts developed in discovery.

Anticipated Forum:

Circuit Court of Cook County, Illinois (Law Division — Commercial Litigation Section), or, in the alternative, the United States District Court for the Northern District of Illinois, Eastern Division, should the matter qualify for federal jurisdiction on the basis of diversity of citizenship under 28 U.S.C. § 1332. The determination of the appropriate forum will be made by the Responsible Partner following further analysis of the parties' citizenship and the amount in controversy.

Responsible Partner:

Francesca Morano, Partner — Commercial Litigation Group

Billing Partner:

Samuel Eklund, Partner — Commercial Litigation Group

Proposed Engagement Team:

• Hannah Brinkley, Associate — Lead Associate

• Patrick Gallagher, Associate — Working Associate

• Diane K. Velasquez — Senior Litigation Paralegal

• Ryan T. Marbury — Paralegal

3. PARTIES AND RELATED ENTITIES SEARCHED

In accordance with the Firm's conflicts-checking procedures, the following individuals, entities, and affiliates were identified as parties or persons of interest in connection with the proposed engagement and were searched against the Firm's conflicts database, billing records, and other sources described in Section 4 below. All reasonable name variants, abbreviations, and "also known as" designations were included in the search queries.

3.1 Prospective Client and Affiliates

The following names and entities were searched as parties associated with the Prospective Client:

1. Greenfield Agricultural Partners LLC (and the following variants: "Greenfield," "GAP," "Greenfield Agricultural," "Greenfield Ag Partners," "Greenfield Ag")

2. Thomas R. Greenfield, Chairman and Chief Executive Officer of GAP

3. Margaret A. Greenfield-Wu, President and Chief Operating Officer of GAP (also searched as "Margaret Greenfield," "Margaret Wu," and "Margaret A. Wu")

4. Caleb Jennings, Director of Grain Operations, GAP Grain Trading Division

5. GAP Grain Trading Division (operating division of GAP; also searched as "GAP Grain," "Greenfield Grain Trading," and "GAP Trading")

6. Capitol Registered Agents Inc., GAP's registered agent for service of process in the State of Illinois, located at 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606

7. Langford & Pryce CPAs LLP, GAP's external auditing firm, located at 700 Locust Street, Suite 500, Des Moines, Iowa 50309; Russell D. Langford, CPA, Engagement Partner for the GAP audit relationship

3.2 Adverse Parties

The following names and entities were searched as parties associated with the anticipated Adverse Parties:

1. Prairie Basin Grain Co. (and the following variants: "PBGC," "Prairie Basin," "Prairie Basin Grain," "Prairie Basin Grain Company"), an Illinois corporation with its principal office located at 4520 Harvest Road, Champaign, Illinois 61820; Federal Employer Identification Number: 37-4295018

2. Darren K. Musgrave, President, sole director, and 72% shareholder of PBGC; personal guarantor under the Off-Take Agreement. Personal residence: 1188 Windermere Lane, Champaign, Illinois 61822. Mr. Musgrave was also searched under the variants "Darren Musgrave," "D. Musgrave," and "D.K. Musgrave."

3. Lydia R. Musgrave, Secretary, Treasurer, and 18% shareholder of PBGC; spouse of Darren K. Musgrave. Also searched under the variants "Lydia Musgrave" and "L. Musgrave."

4. Victor P. Novotny, Vice President of Operations and 10% shareholder of PBGC. Also searched under the variants "Victor Novotny," "Vic Novotny," and "V. Novotny."

5. Ridgeline Corporate Services LLC, PBGC's registered agent for service of process in the State of Illinois, located at 77 West Washington Street, Suite 1420, Chicago, Illinois 60602

6. Mercer Tidwell & Associates PC, PBGC's external auditing firm, located at 112 West Church Street, Champaign, Illinois 61820; Joan F. Tidwell, CPA, Engagement Partner for the PBGC audit relationship

3.3 Known Interested / Related Third Parties

The following names and entities were identified as known interested or related third parties with a potential connection to the subject matter of the proposed engagement. Although these parties are not currently anticipated to be parties to the collection action, they were searched due to the possibility that their interests may overlap with or be affected by the litigation, or that they may become involved in the matter at a later stage:

1. Heartland Prairie Bank, N.A. ("HPB"), a national banking association with its principal office located at 300 East Main Street, Decatur, Illinois 62521. HPB is PBGC's senior secured lender under a Revolving Credit and Term Loan Agreement dated June 1, 2018, with an aggregate commitment amount of $45,000,000 (the "HPB Credit Facility"). HPB's Relationship Manager for the PBGC account is Kenneth W. Aldrich, Senior Vice President, Agribusiness Lending. HPB was also searched under the variants "Heartland Prairie," "HPB," and "Heartland Bank."

2. Triton Mutual Insurance Co., located at 820 South Neil Street, Champaign, Illinois 61820. Triton is PBGC's property insurer and is understood to be involved in a coverage dispute with PBGC related to a fire at PBGC's grain elevator facility in Macon County, Illinois, which occurred on October 17, 2021 (the "Macon County Elevator Fire"). The coverage dispute may have a bearing on PBGC's financial condition and ability to satisfy the outstanding indebtedness owed to GAP. Also searched under the variant "Triton Mutual."

3. Bartlett, Reyes Linley CPAs LLP & Harkin LLP ("BCH"), located at 200 North LaSalle Street, Suite 2500, Chicago, Illinois 60601. BCH is anticipated to serve as defense counsel for PBGC in the proposed collection action. The Lead Partner on the PBGC engagement is understood to be Douglas M. Harkin, and the associate assigned to the matter is understood to be Nadia C. Petrov. BCH was also searched under the variant "Bartlett Reyes Linley CPAs LLP."

4. DATABASES AND SOURCES SEARCHED

The conflicts check was conducted using the following databases and sources, consistent with the procedures set forth in Section 4.03 of the Firm's Office Policy Manual:

1. Calderwood & Harkness LLP Conflicts Management System. The Firm's central electronic conflicts database was searched using all names, variants, and identifiers listed in Section 3 above. The Conflicts Management System contains records of all current and former client representations, adverse-party designations, and related-party entries for all matters handled by the Firm. The database search was performed by Diane K. Velasquez on March 21, 2022, at approximately 9:15 a.m. Central Time, and was verified by Ryan T. Marbury at approximately 10:00 a.m. Central Time.

2. Firm-Wide New Matter Intake Records. All pending new matter intake files were reviewed to determine whether any other pending engagement involved any of the parties or entities listed in Section 3. No pending intake files were identified as relevant.

3. Current and Historical Client Lists. The Firm's current active-client roster and historical client lists for the preceding ten (10) years (covering the period from March 2012 through March 2022) were reviewed. These lists encompass all active and closed matters across all practice groups and offices of Calderwood & Harkness LLP.

4. Attorney Personal Knowledge and Recollection. In accordance with Firm policy, a conflicts inquiry notification was circulated via the Firm's internal e-mail system to all partners and of-counsel attorneys on March 21, 2022, at approximately 9:30 a.m. Central Time. The notification identified all parties and entities listed in Section 3 above and requested that any attorney with knowledge of a current, former, or prospective client relationship involving any such party or entity respond within four (4) business hours. As of the time of preparation of this memorandum, all responses have been received and reviewed. No attorney reported any actual or potential conflict.

5. Billing and Accounts Receivable Records. All names and entities listed in Section 3 were cross-referenced against the Firm's billing system and accounts receivable ledger to confirm that no party has been billed for legal services by Calderwood & Harkness LLP or has any outstanding balance on the Firm's books.

5. RESULTS OF CONFLICTS CHECK

The results of the conflicts check for each category of searched parties are set forth below:

5.1 Prospective Client — Greenfield Agricultural Partners LLC

A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no prior representation of Greenfield Agricultural Partners LLC, or any affiliate, subsidiary, or operating division thereof, by Calderwood & Harkness LLP. Specifically:

• No current or former client relationship with Greenfield Agricultural Partners LLC (or any name variant) was identified in the Firm's conflicts database.

• No prior representation of Thomas R. Greenfield, Margaret A. Greenfield-Wu, or Caleb Jennings was identified in any capacity, whether personal or professional.

• No current or former client relationship with the GAP Grain Trading Division or any other operating unit of GAP was identified.

• No current or former client relationship with Langford & Pryce CPAs LLP, Russell D. Langford, CPA, or Capitol Registered Agents Inc. was identified.

• No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with GAP or any of its personnel.

Result: No conflict identified.

5.2 Prairie Basin Grain Co.

A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no current or prior representation of Prairie Basin Grain Co. or any of its principals, shareholders, or affiliated entities by Calderwood & Harkness LLP. Specifically:

• No current or former client relationship with Prairie Basin Grain Co. (or any name variant) was identified in the Firm's conflicts database.

• No prior representation of Darren K. Musgrave was identified in any capacity, whether individual or corporate.

• No prior representation of Lydia R. Musgrave was identified in any capacity.

• No prior representation of Victor P. Novotny was identified in any capacity.

• No current or former client relationship with Ridgeline Corporate Services LLC or Mercer Tidwell & Associates PC was identified.

• No current or former client relationship with Joan F. Tidwell, CPA, was identified.

• No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with PBGC or any of its personnel, shareholders, or directors.

Result: No conflict identified.

5.3 Heartland Prairie Bank, N.A.

A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no current or former client relationship with Heartland Prairie Bank, N.A. or any of its officers or representatives. Specifically:

• No current or former client relationship with Heartland Prairie Bank, N.A. (or any name variant) was identified in the Firm's conflicts database.

• No prior representation of Kenneth W. Aldrich was identified in any capacity.

• No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with HPB or any of its personnel.

It is noted that HPB, as PBGC's senior secured lender under the HPB Credit Facility, may hold a security interest in certain assets of PBGC that could be subject to competing claims or priority disputes in connection with GAP's collection efforts. In the event that GAP seeks to execute on a judgment against PBGC's assets, HPB's interests as a senior secured creditor could potentially overlap with or be adverse to GAP's position. However, HPB is not a proposed party to the collection action at this time, and Calderwood & Harkness LLP has no current or former client relationship with HPB. Accordingly, no conflict of interest is identified. Should HPB's involvement in the matter expand — for example, through intervention, joinder, or the initiation of parallel proceedings — a supplemental conflicts check should be performed at that time.

Result: No conflict identified.

5.4 Triton Mutual Insurance Co.

A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no current or prior representation of Triton Mutual Insurance Co. by Calderwood & Harkness LLP. Specifically:

• No current or former client relationship with Triton Mutual Insurance Co. (or any name variant) was identified in the Firm's conflicts database.

• No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with Triton Mutual Insurance Co. or any of its personnel.

It is noted for informational purposes that Triton Mutual Insurance Co. is understood to be involved in a coverage dispute with PBGC arising from the Macon County Elevator Fire of October 17, 2021. The outcome of that coverage dispute may affect PBGC's financial condition and, consequently, GAP's ability to recover on any judgment obtained in the collection action. However, Triton is not a proposed party to the collection action, and the Firm has no client relationship with Triton. No conflict of interest is identified.

Result: No conflict identified.

5.5 Bartlett, Reyes Linley CPAs LLP & Harkin LLP

Bartlett, Reyes Linley CPAs LLP & Harkin LLP is anticipated to serve as defense counsel for PBGC in the proposed collection action. A search was conducted to determine whether Calderwood & Harkness LLP and BCH currently serve as co-counsel on any matter, maintain any formal or informal collaborative relationship, or have any other professional affiliation that could give rise to an actual or potential conflict of interest or otherwise impede the Firm's ability to litigate adversely to a party represented by BCH. Specifically:

• No current co-counsel relationships between Calderwood & Harkness LLP and Bartlett, Reyes Linley CPAs LLP & Harkin LLP were identified in the Firm's conflicts database or matter records.

• No pending or closed matters were identified in which C&H and BCH served as co-counsel, co-defendants' counsel, or collaborative counsel in any capacity.

• No attorney responding to the firm-wide conflicts inquiry notification reported any current co-counsel arrangement, referral relationship, or other collaborative professional relationship with BCH, Douglas M. Harkin, or Nadia C. Petrov.

Result: No conflict identified.

5.6 Other Searched Parties

All remaining individuals and entities identified in Section 3 of this memorandum that are not specifically addressed in Sections 5.1 through 5.5 above — including Capitol Registered Agents Inc., Ridgeline Corporate Services LLC, Langford & Pryce CPAs LLP, and Mercer Tidwell & Associates PC — were searched against all databases and sources described in Section 4. No current, former, or prospective client relationships, adverse-party designations, or other conflicts-relevant entries were identified with respect to any of these parties.

Result: No conflict identified with respect to any other searched individual or entity listed in Section 3.

6. ANALYSIS AND CONCLUSION

Based on the comprehensive conflicts check documented in this memorandum, which was completed as of March 21, 2022, the undersigned have reached the following conclusions:

All names, entities, affiliates, and related parties identified in Section 3 of this memorandum have been run through Calderwood & Harkness LLP's central Conflicts Management System, the Firm's billing and accounts receivable records, current and historical client lists covering the ten-year period from March 2012 through March 2022, pending new matter intake files, and the firm-wide attorney personal knowledge inquiry circulated on March 21, 2022. The search was conducted using all reasonable name variants, abbreviations, and alternative designations.

No current, former, or prospective client conflicts of interest have been identified that would preclude or restrict Calderwood & Harkness LLP's proposed representation of Greenfield Agricultural Partners LLC in the breach-of-contract collection action against Prairie Basin Grain Co., Darren K. Musgrave, and potentially other related parties under proposed Matter No. 1020-00005. No duties of loyalty, confidentiality, or other professional obligations owed to any current or former client of the Firm have been identified that would be implicated by the proposed engagement. No imputed conflicts arising from the prior employment or lateral hiring of any member of the proposed engagement team have been identified.

It is noted, however, that the proposed engagement may involve parties or entities not yet identified at this stage. If additional adverse parties, co-defendants, third-party defendants, intervenors, or other related entities are identified during the course of the representation — whether through discovery, the filing of third-party claims, the assertion of counterclaims, or otherwise — supplemental conflicts checks must be performed promptly in accordance with Section 4.03(d) of the Firm's Office Policy Manual. In particular, attention should be given to the potential involvement of Heartland Prairie Bank, N.A. as a competing creditor, as the bank's interests as a senior secured lender could intersect with the collection strategy pursued on behalf of GAP.

Based on the foregoing, the undersigned recommend that the Firm proceed with the issuance of the engagement letter to Greenfield Agricultural Partners LLC and the opening of Matter No. 1020-00005 in the Firm's matter management and billing systems, subject to the approval and sign-off of the Responsible Partner, the Billing Partner, and, if required by Firm policy, the General Counsel or Conflicts Committee.

7. APPROVAL AND SIGN-OFF

By signing below, the Responsible Partner and Billing Partner confirm that they have reviewed this Conflict Check Memorandum, are satisfied with the scope and results of the conflicts check, and authorize the opening of Matter No. 1020-00005 and the issuance of the engagement letter to Greenfield Agricultural Partners LLC, subject to any additional conditions noted below.

Responsible Partner:

FRANCESCA MORANO Partner — Commercial Litigation Group Calderwood & Harkness LLP

Signature: ________

Date: ________

Billing Partner:

SAMUEL EKLUND Partner — Commercial Litigation Group Calderwood & Harkness LLP

Signature: ________

Date: ________

General Counsel / Conflicts Committee Review (if required by Firm policy):

GENERAL COUNSEL / CONFLICTS COMMITTEE DESIGNEE Calderwood & Harkness LLP

Signature: ________

Name: ________

Title: ________

Date: ________

Upon execution of the foregoing approvals and the return of the fully executed engagement letter by Greenfield Agricultural Partners LLC, Matter No. 1020-00005 may be opened in the Firm's matter management and billing systems, and work may commence on behalf of the client. The Conflicts Coordinator shall update the Firm's Conflicts Management System to reflect the new client and adverse-party entries for this matter.

8. DISTRIBUTION

This memorandum is classified as Privileged and Confidential — Attorney Work Product and is subject to the following distribution restrictions:

• Original: To be retained in the permanent file for Matter No. 1020-00005 (Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al.).

• Copy: To be provided to the Firm's Conflicts Coordinator and the New Matter Intake Department for entry into the Conflicts Management System and retention in accordance with the Firm's records management policies.

• Confidentiality Notice: This memorandum is prepared solely for internal use by authorized personnel of Calderwood & Harkness LLP. It shall not be distributed, disclosed, or made available to any person or entity outside the Firm, including but not limited to the Prospective Client, adverse parties, or any third party, without the prior written authorization of the Responsible Partner or the Firm's General Counsel.

Prepared by: Diane K. Velasquez, Senior Litigation Paralegal, and Ryan T. Marbury, Paralegal — March 21, 2022.

INTERNAL MEMORANDUM — CONFLICT OF INTEREST CHECK
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is prepared solely for internal use by the attorneys and authorized personnel of Calderwood & Harkness LLP and is not intended for distribution to any person or entity outside the firm. Any unauthorized disclosure, copying, or distribution of this memorandum or its contents is strictly prohibited.
FIRM: Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606
DATE: March 21, 2022
TO: Francesca Morano, Partner Samuel Eklund, Partner
FROM: Diane K. Velasquez, Senior Litigation Paralegal Ryan T. Marbury, Paralegal
RE: Conflict of Interest Check — Proposed Engagement of Greenfield Agricultural Partners LLC in Collection Action Against Prairie Basin Grain Co. et al.
PROPOSED MATTER NUMBER: 1020-00005
CLASSIFICATION: New Matter Intake — Litigation (General)
1. PURPOSE OF MEMORANDUM
This memorandum documents the results of the conflict of interest check conducted in connection with the proposed representation of Greenfield Agricultural Partners LLC ("GAP" or the "Prospective Client") in a breach-of-contract collection action against Prairie Basin Grain Co. ("PBGC"), its principal Darren K. Musgrave, and potentially other related parties that may be identified during the course of the engagement (collectively, the "Adverse Parties"). The purpose of this memorandum is to confirm whether any current, former, or prospective client relationship maintained by Calderwood & Harkness LLP ("C&H" or the "Firm") would create an actual or potential conflict of interest under the Illinois Rules of Professional Conduct, including but not limited to Rules 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest), or under any other applicable ethical rule, that would preclude or restrict the Firm's ability to undertake the proposed representation.
The conflicts check documented herein was initiated and completed on March 21, 2022, in advance of the anticipated execution of the engagement letter, which is currently scheduled for March 22, 2022. The check was performed in accordance with Calderwood & Harkness LLP's Conflicts-Checking Policies and Procedures, as set forth in the Firm's Office Policy Manual (Section 4.03, "New Matter Intake and Conflicts Review," revised January 2021), which require a comprehensive review of the Firm's central conflicts database, billing and accounts receivable records, current and historical client lists, and the solicitation of personal knowledge from all partners and of-counsel attorneys prior to the opening of any new matter.
This memorandum is intended to serve as the permanent record of the conflicts check for the proposed matter file and to provide the Responsible Partner and Billing Partner with the information necessary to authorize the opening of the new matter.
2. PROPOSED ENGAGEMENT SUMMARY
The following is a summary of the key details of the proposed engagement:
Prospective Client:
Greenfield Agricultural Partners LLC, a Delaware limited liability company headquartered at 1400 Grand Prairie Boulevard, Suite 800, Des Moines, Iowa 50309. Federal Employer Identification Number: 47-3821654.
Nature of Matter:
Breach-of-contract collection action arising from PBGC's failure to make payment in the approximate aggregate amount of $4,870,050.00 due and owing under a Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Off-Take Agreement"), between GAP and PBGC. The proposed engagement may include the pursuit of claims against Darren K. Musgrave individually in his capacity as personal guarantor under the Off-Take Agreement, as well as claims against other related parties as may be identified during the course of the representation, including but not limited to claims for breach of personal guaranty, fraudulent transfer, and piercing of the corporate veil to the extent warranted by the facts developed in discovery.
Anticipated Forum:
Circuit Court of Cook County, Illinois (Law Division — Commercial Litigation Section), or, in the alternative, the United States District Court for the Northern District of Illinois, Eastern Division, should the matter qualify for federal jurisdiction on the basis of diversity of citizenship under 28 U.S.C. § 1332. The determination of the appropriate forum will be made by the Responsible Partner following further analysis of the parties' citizenship and the amount in controversy.
Responsible Partner:
Francesca Morano, Partner — Commercial Litigation Group
Billing Partner:
Samuel Eklund, Partner — Commercial Litigation Group
Proposed Engagement Team:
•  Hannah Brinkley, Associate — Lead Associate
•  Patrick Gallagher, Associate — Working Associate
•  Diane K. Velasquez — Senior Litigation Paralegal
•  Ryan T. Marbury — Paralegal
3. PARTIES AND RELATED ENTITIES SEARCHED
In accordance with the Firm's conflicts-checking procedures, the following individuals, entities, and affiliates were identified as parties or persons of interest in connection with the proposed engagement and were searched against the Firm's conflicts database, billing records, and other sources described in Section 4 below. All reasonable name variants, abbreviations, and "also known as" designations were included in the search queries.
3.1 Prospective Client and Affiliates
The following names and entities were searched as parties associated with the Prospective Client:
1.  Greenfield Agricultural Partners LLC (and the following variants: "Greenfield," "GAP," "Greenfield Agricultural," "Greenfield Ag Partners," "Greenfield Ag")
2.  Thomas R. Greenfield, Chairman and Chief Executive Officer of GAP
3.  Margaret A. Greenfield-Wu, President and Chief Operating Officer of GAP (also searched as "Margaret Greenfield," "Margaret Wu," and "Margaret A. Wu")
4.  Caleb Jennings, Director of Grain Operations, GAP Grain Trading Division
5.  GAP Grain Trading Division (operating division of GAP; also searched as "GAP Grain," "Greenfield Grain Trading," and "GAP Trading")
6.  Capitol Registered Agents Inc., GAP's registered agent for service of process in the State of Illinois, located at 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606
7.  Langford & Pryce CPAs LLP, GAP's external auditing firm, located at 700 Locust Street, Suite 500, Des Moines, Iowa 50309; Russell D. Langford, CPA, Engagement Partner for the GAP audit relationship
3.2 Adverse Parties
The following names and entities were searched as parties associated with the anticipated Adverse Parties:
1.  Prairie Basin Grain Co. (and the following variants: "PBGC," "Prairie Basin," "Prairie Basin Grain," "Prairie Basin Grain Company"), an Illinois corporation with its principal office located at 4520 Harvest Road, Champaign, Illinois 61820; Federal Employer Identification Number: 37-4295018
2.  Darren K. Musgrave, President, sole director, and 72% shareholder of PBGC; personal guarantor under the Off-Take Agreement. Personal residence: 1188 Windermere Lane, Champaign, Illinois 61822. Mr. Musgrave was also searched under the variants "Darren Musgrave," "D. Musgrave," and "D.K. Musgrave."
3.  Lydia R. Musgrave, Secretary, Treasurer, and 18% shareholder of PBGC; spouse of Darren K. Musgrave. Also searched under the variants "Lydia Musgrave" and "L. Musgrave."
4.  Victor P. Novotny, Vice President of Operations and 10% shareholder of PBGC. Also searched under the variants "Victor Novotny," "Vic Novotny," and "V. Novotny."
5.  Ridgeline Corporate Services LLC, PBGC's registered agent for service of process in the State of Illinois, located at 77 West Washington Street, Suite 1420, Chicago, Illinois 60602
6.  Mercer Tidwell & Associates PC, PBGC's external auditing firm, located at 112 West Church Street, Champaign, Illinois 61820; Joan F. Tidwell, CPA, Engagement Partner for the PBGC audit relationship
3.3 Known Interested / Related Third Parties
The following names and entities were identified as known interested or related third parties with a potential connection to the subject matter of the proposed engagement. Although these parties are not currently anticipated to be parties to the collection action, they were searched due to the possibility that their interests may overlap with or be affected by the litigation, or that they may become involved in the matter at a later stage:
1.  Heartland Prairie Bank, N.A. ("HPB"), a national banking association with its principal office located at 300 East Main Street, Decatur, Illinois 62521. HPB is PBGC's senior secured lender under a Revolving Credit and Term Loan Agreement dated June 1, 2018, with an aggregate commitment amount of $45,000,000 (the "HPB Credit Facility"). HPB's Relationship Manager for the PBGC account is Kenneth W. Aldrich, Senior Vice President, Agribusiness Lending. HPB was also searched under the variants "Heartland Prairie," "HPB," and "Heartland Bank."
2.  Triton Mutual Insurance Co., located at 820 South Neil Street, Champaign, Illinois 61820. Triton is PBGC's property insurer and is understood to be involved in a coverage dispute with PBGC related to a fire at PBGC's grain elevator facility in Macon County, Illinois, which occurred on October 17, 2021 (the "Macon County Elevator Fire"). The coverage dispute may have a bearing on PBGC's financial condition and ability to satisfy the outstanding indebtedness owed to GAP. Also searched under the variant "Triton Mutual."
3.  Bartlett, Reyes Linley CPAs LLP & Harkin LLP ("BCH"), located at 200 North LaSalle Street, Suite 2500, Chicago, Illinois 60601. BCH is anticipated to serve as defense counsel for PBGC in the proposed collection action. The Lead Partner on the PBGC engagement is understood to be Douglas M. Harkin, and the associate assigned to the matter is understood to be Nadia C. Petrov. BCH was also searched under the variant "Bartlett Reyes Linley CPAs LLP."
4. DATABASES AND SOURCES SEARCHED
The conflicts check was conducted using the following databases and sources, consistent with the procedures set forth in Section 4.03 of the Firm's Office Policy Manual:
1.  Calderwood & Harkness LLP Conflicts Management System. The Firm's central electronic conflicts database was searched using all names, variants, and identifiers listed in Section 3 above. The Conflicts Management System contains records of all current and former client representations, adverse-party designations, and related-party entries for all matters handled by the Firm. The database search was performed by Diane K. Velasquez on March 21, 2022, at approximately 9:15 a.m. Central Time, and was verified by Ryan T. Marbury at approximately 10:00 a.m. Central Time.
2.  Firm-Wide New Matter Intake Records. All pending new matter intake files were reviewed to determine whether any other pending engagement involved any of the parties or entities listed in Section 3. No pending intake files were identified as relevant.
3.  Current and Historical Client Lists. The Firm's current active-client roster and historical client lists for the preceding ten (10) years (covering the period from March 2012 through March 2022) were reviewed. These lists encompass all active and closed matters across all practice groups and offices of Calderwood & Harkness LLP.
4.  Attorney Personal Knowledge and Recollection. In accordance with Firm policy, a conflicts inquiry notification was circulated via the Firm's internal e-mail system to all partners and of-counsel attorneys on March 21, 2022, at approximately 9:30 a.m. Central Time. The notification identified all parties and entities listed in Section 3 above and requested that any attorney with knowledge of a current, former, or prospective client relationship involving any such party or entity respond within four (4) business hours. As of the time of preparation of this memorandum, all responses have been received and reviewed. No attorney reported any actual or potential conflict.
5.  Billing and Accounts Receivable Records. All names and entities listed in Section 3 were cross-referenced against the Firm's billing system and accounts receivable ledger to confirm that no party has been billed for legal services by Calderwood & Harkness LLP or has any outstanding balance on the Firm's books.
5. RESULTS OF CONFLICTS CHECK
The results of the conflicts check for each category of searched parties are set forth below:
5.1 Prospective Client — Greenfield Agricultural Partners LLC
A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no prior representation of Greenfield Agricultural Partners LLC, or any affiliate, subsidiary, or operating division thereof, by Calderwood & Harkness LLP. Specifically:
•  No current or former client relationship with Greenfield Agricultural Partners LLC (or any name variant) was identified in the Firm's conflicts database.
•  No prior representation of Thomas R. Greenfield, Margaret A. Greenfield-Wu, or Caleb Jennings was identified in any capacity, whether personal or professional.
•  No current or former client relationship with the GAP Grain Trading Division or any other operating unit of GAP was identified.
•  No current or former client relationship with Langford & Pryce CPAs LLP, Russell D. Langford, CPA, or Capitol Registered Agents Inc. was identified.
•  No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with GAP or any of its personnel.
Result: No conflict identified.
5.2 Prairie Basin Grain Co.
A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no current or prior representation of Prairie Basin Grain Co. or any of its principals, shareholders, or affiliated entities by Calderwood & Harkness LLP. Specifically:
•  No current or former client relationship with Prairie Basin Grain Co. (or any name variant) was identified in the Firm's conflicts database.
•  No prior representation of Darren K. Musgrave was identified in any capacity, whether individual or corporate.
•  No prior representation of Lydia R. Musgrave was identified in any capacity.
•  No prior representation of Victor P. Novotny was identified in any capacity.
•  No current or former client relationship with Ridgeline Corporate Services LLC or Mercer Tidwell & Associates PC was identified.
•  No current or former client relationship with Joan F. Tidwell, CPA, was identified.
•  No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with PBGC or any of its personnel, shareholders, or directors.
Result: No conflict identified.
5.3 Heartland Prairie Bank, N.A.
A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no current or former client relationship with Heartland Prairie Bank, N.A. or any of its officers or representatives. Specifically:
•  No current or former client relationship with Heartland Prairie Bank, N.A. (or any name variant) was identified in the Firm's conflicts database.
•  No prior representation of Kenneth W. Aldrich was identified in any capacity.
•  No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with HPB or any of its personnel.
It is noted that HPB, as PBGC's senior secured lender under the HPB Credit Facility, may hold a security interest in certain assets of PBGC that could be subject to competing claims or priority disputes in connection with GAP's collection efforts. In the event that GAP seeks to execute on a judgment against PBGC's assets, HPB's interests as a senior secured creditor could potentially overlap with or be adverse to GAP's position. However, HPB is not a proposed party to the collection action at this time, and Calderwood & Harkness LLP has no current or former client relationship with HPB. Accordingly, no conflict of interest is identified. Should HPB's involvement in the matter expand — for example, through intervention, joinder, or the initiation of parallel proceedings — a supplemental conflicts check should be performed at that time.
Result: No conflict identified.
5.4 Triton Mutual Insurance Co.
A comprehensive search of the Firm's conflicts database, billing records, new matter intake files, historical client lists, and attorney personal knowledge inquiries revealed no current or prior representation of Triton Mutual Insurance Co. by Calderwood & Harkness LLP. Specifically:
•  No current or former client relationship with Triton Mutual Insurance Co. (or any name variant) was identified in the Firm's conflicts database.
•  No attorney responding to the firm-wide conflicts inquiry notification reported any prior contact, engagement, or relationship with Triton Mutual Insurance Co. or any of its personnel.
It is noted for informational purposes that Triton Mutual Insurance Co. is understood to be involved in a coverage dispute with PBGC arising from the Macon County Elevator Fire of October 17, 2021. The outcome of that coverage dispute may affect PBGC's financial condition and, consequently, GAP's ability to recover on any judgment obtained in the collection action. However, Triton is not a proposed party to the collection action, and the Firm has no client relationship with Triton. No conflict of interest is identified.
Result: No conflict identified.
5.5 Bartlett, Reyes Linley CPAs LLP & Harkin LLP
Bartlett, Reyes Linley CPAs LLP & Harkin LLP is anticipated to serve as defense counsel for PBGC in the proposed collection action. A search was conducted to determine whether Calderwood & Harkness LLP and BCH currently serve as co-counsel on any matter, maintain any formal or informal collaborative relationship, or have any other professional affiliation that could give rise to an actual or potential conflict of interest or otherwise impede the Firm's ability to litigate adversely to a party represented by BCH. Specifically:
•  No current co-counsel relationships between Calderwood & Harkness LLP and Bartlett, Reyes Linley CPAs LLP & Harkin LLP were identified in the Firm's conflicts database or matter records.
•  No pending or closed matters were identified in which C&H and BCH served as co-counsel, co-defendants' counsel, or collaborative counsel in any capacity.
•  No attorney responding to the firm-wide conflicts inquiry notification reported any current co-counsel arrangement, referral relationship, or other collaborative professional relationship with BCH, Douglas M. Harkin, or Nadia C. Petrov.
Result: No conflict identified.
5.6 Other Searched Parties
All remaining individuals and entities identified in Section 3 of this memorandum that are not specifically addressed in Sections 5.1 through 5.5 above — including Capitol Registered Agents Inc., Ridgeline Corporate Services LLC, Langford & Pryce CPAs LLP, and Mercer Tidwell & Associates PC — were searched against all databases and sources described in Section 4. No current, former, or prospective client relationships, adverse-party designations, or other conflicts-relevant entries were identified with respect to any of these parties.
Result: No conflict identified with respect to any other searched individual or entity listed in Section 3.
6. ANALYSIS AND CONCLUSION
Based on the comprehensive conflicts check documented in this memorandum, which was completed as of March 21, 2022, the undersigned have reached the following conclusions:
All names, entities, affiliates, and related parties identified in Section 3 of this memorandum have been run through Calderwood & Harkness LLP's central Conflicts Management System, the Firm's billing and accounts receivable records, current and historical client lists covering the ten-year period from March 2012 through March 2022, pending new matter intake files, and the firm-wide attorney personal knowledge inquiry circulated on March 21, 2022. The search was conducted using all reasonable name variants, abbreviations, and alternative designations.
No current, former, or prospective client conflicts of interest have been identified that would preclude or restrict Calderwood & Harkness LLP's proposed representation of Greenfield Agricultural Partners LLC in the breach-of-contract collection action against Prairie Basin Grain Co., Darren K. Musgrave, and potentially other related parties under proposed Matter No. 1020-00005. No duties of loyalty, confidentiality, or other professional obligations owed to any current or former client of the Firm have been identified that would be implicated by the proposed engagement. No imputed conflicts arising from the prior employment or lateral hiring of any member of the proposed engagement team have been identified.
It is noted, however, that the proposed engagement may involve parties or entities not yet identified at this stage. If additional adverse parties, co-defendants, third-party defendants, intervenors, or other related entities are identified during the course of the representation — whether through discovery, the filing of third-party claims, the assertion of counterclaims, or otherwise — supplemental conflicts checks must be performed promptly in accordance with Section 4.03(d) of the Firm's Office Policy Manual. In particular, attention should be given to the potential involvement of Heartland Prairie Bank, N.A. as a competing creditor, as the bank's interests as a senior secured lender could intersect with the collection strategy pursued on behalf of GAP.
Based on the foregoing, the undersigned recommend that the Firm proceed with the issuance of the engagement letter to Greenfield Agricultural Partners LLC and the opening of Matter No. 1020-00005 in the Firm's matter management and billing systems, subject to the approval and sign-off of the Responsible Partner, the Billing Partner, and, if required by Firm policy, the General Counsel or Conflicts Committee.
7. APPROVAL AND SIGN-OFF
By signing below, the Responsible Partner and Billing Partner confirm that they have reviewed this Conflict Check Memorandum, are satisfied with the scope and results of the conflicts check, and authorize the opening of Matter No. 1020-00005 and the issuance of the engagement letter to Greenfield Agricultural Partners LLC, subject to any additional conditions noted below.
Responsible Partner:
FRANCESCA MORANO Partner — Commercial Litigation Group Calderwood & Harkness LLP
Signature: ________
Date: ________
Billing Partner:
SAMUEL EKLUND Partner — Commercial Litigation Group Calderwood & Harkness LLP
Signature: ________
Date: ________
General Counsel / Conflicts Committee Review (if required by Firm policy):
GENERAL COUNSEL / CONFLICTS COMMITTEE DESIGNEE Calderwood & Harkness LLP
Signature: ________
Name: ________
Title: ________
Date: ________
Upon execution of the foregoing approvals and the return of the fully executed engagement letter by Greenfield Agricultural Partners LLC, Matter No. 1020-00005 may be opened in the Firm's matter management and billing systems, and work may commence on behalf of the client. The Conflicts Coordinator shall update the Firm's Conflicts Management System to reflect the new client and adverse-party entries for this matter.
8. DISTRIBUTION
This memorandum is classified as Privileged and Confidential — Attorney Work Product and is subject to the following distribution restrictions:
•  Original: To be retained in the permanent file for Matter No. 1020-00005 (Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al.).
•  Copy: To be provided to the Firm's Conflicts Coordinator and the New Matter Intake Department for entry into the Conflicts Management System and retention in accordance with the Firm's records management policies.
•  Confidentiality Notice: This memorandum is prepared solely for internal use by authorized personnel of Calderwood & Harkness LLP. It shall not be distributed, disclosed, or made available to any person or entity outside the Firm, including but not limited to the Prospective Client, adverse parties, or any third party, without the prior written authorization of the Responsible Partner or the Firm's General Counsel.
Prepared by: Diane K. Velasquez, Senior Litigation Paralegal, and Ryan T. Marbury, Paralegal — March 21, 2022.

INTERNAL MEMORANDUM — CONFLICT OF INTEREST CHECK

PROPOSED MATTER NUMBER: 1020-00005

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