Contract analysis

I. Purpose of Memorandum This memorandum is prepared for the file in connection with the proposed joint venture between Greenfield Agricultural Partners LLC ("Greenfield" or "GAP"), our client, and TerraVault BioSciences Inc. ("TerraVault"), the counterparty. The proposed joint venture entity was to be named PrairieSense Technologies LLC and was to be organized as an Iowa limited liability company with a total propos

II. Background and Transaction Summary A. The Parties Greenfield Agricultural Partners LLC. Greenfield Agricultural Partners LLC is an Iowa limited liability company headquartered at 4100 Grand Prairie Drive, Suite 300, Des Moines, Iowa 50309. Greenfield is a strategic private investment firm focused on agriculture, agribusiness, and specialty chemicals. The firm manages approximately $680 million in committed capita

III. Chronological Summary of Key Events A. Pre-Engagement and Early Negotiations (June–September 2022) June 20, 2022 — Initial Meeting. Marcus J. Linden (Greenfield) and Dr. Anand Mehta (TerraVault) met for the first time at the Midwest AgTech Summit in Kansas City, Missouri. According to discussions with Marcus Linden during the engagement, this initial meeting involved a high-level exchange of business concepts an

IV. Recent Communications Leading to Termination A. February 6, 2023 — Tung-Carey Telephone Call On February 6, 2023, Sandra Tung (Calderwood & Harkness LLP) and Jonathan Everett Carey (Whitfield, Carey & Stokes LLP) held a telephone call to assess the status of negotiations and discuss potential paths forward. The call lasted approximately thirty minutes and focused on the two primary impasse issues: governance stru

V. Financial Projections and Sunk Costs A. Proposed JV Financial Projections (Never Finalized) During the course of the negotiation, the parties collaboratively developed preliminary financial projections for PrairieSense Technologies LLC. These projections were prepared on a working-draft basis and were never finalized, agreed upon, or incorporated into a definitive agreement. They are summarized here for the record

VI. Surviving Obligations Notwithstanding the termination of negotiations, the following obligations survive and must be addressed: Mutual Non-Disclosure Agreement. The Mutual Non-Disclosure Agreement dated July 11, 2022, between Greenfield Agricultural Partners LLC and TerraVault BioSciences Inc. remains in full force and effect. The NDA has a two-year term from its effective date, expiring on or about July 11, 2024

VII. Recommendations A. Formal Termination of Negotiations Calderwood & Harkness should promptly prepare and send a formal termination letter addressed to Whitfield, Carey & Stokes LLP, on behalf of their client TerraVault BioSciences Inc., notifying TerraVault that Greenfield Agricultural Partners LLC is terminating negotiations regarding the proposed PrairieSense Technologies LLC joint venture. The termination lett

VIII. Conclusion After approximately seven months of active negotiation, from the matter opening on August 15, 2022 through the client's termination instruction on February 27, 2023, the proposed $12,000,000 joint venture between Greenfield Agricultural Partners LLC and TerraVault BioSciences Inc. — to be structured as PrairieSense Technologies LLC, an Iowa limited liability company — has reached an impasse on two fu