Contract analysis

I. Executive Summary This memorandum summarizes the preliminary findings of the intellectual property due diligence performed by Velthorn IP Consulting LLC, led by Dr. Miriam Sokoloff, on TerraVault BioSciences Inc.'s ("TerraVault") SoilPulse™ patent and intellectual property portfolio. Velthorn IP Consulting LLC ("Velthorn IP") was retained by Calderwood & Harkness LLP on behalf of Greenfield Agricultural Partners L

II. Background A. Transaction Overview Greenfield Agricultural Partners LLC and TerraVault BioSciences Inc. have been in negotiations since approximately July 2022 regarding the proposed formation of PrairieSense Technologies LLC as an Iowa limited liability company for the development, manufacturing, and commercialization of integrated soil-health sensor systems designed for commercial row-crop agriculture in the U.

III. Summary of TerraVault SoilPulse™ IP Portfolio The following is a summary of the intellectual property assets comprising the SoilPulse™ IP portfolio that TerraVault has proposed to contribute (via license) to PrairieSense Technologies LLC as part of its equity contribution. The portfolio consists of one issued U.S. patent, one pending U.S. patent application, one registered U.S. trademark, and certain associated

IV. Patent Validity Assessment A. Prior Art Analysis As part of its preliminary due diligence, Velthorn IP conducted a prior art search to identify patents, published patent applications, academic publications, and other publicly available references that predate TerraVault's priority date and that are potentially relevant to the patentability of the claims in U.S. Patent No. 10,842,317. The prior art search was cond

V. Freedom-to-Operate Analysis Velthorn IP performed a preliminary freedom-to-operate ("FTO") search and analysis to identify third-party patents that could pose infringement risks for the proposed JV's commercialization of SoilPulse™-based products in the U.S. Midwest market. The FTO analysis was designed to assess whether PrairieSense Technologies LLC, as the licensee of the SoilPulse™ technology, could manufacture

VI. IP Valuation Analysis and Dispute A. Velthorn IP Consulting Valuation Velthorn IP performed a preliminary valuation of the SoilPulse™ IP portfolio using a two-pronged methodology: (i) an income-based approach employing a discounted cash flow analysis of projected royalty savings that the JV would realize by in-licensing the SoilPulse™ technology from TerraVault, as compared to the cost of developing comparable te

VII. Recommendations and Next Steps A. Valuation Negotiation Strategy We recommend the following approach to the IP valuation negotiation with TerraVault and its counsel: (1) Anchor on Velthorn IP's Valuation. Present Velthorn IP's $1,800,000 estimate as the starting point for negotiations, supported by the objective findings regarding patent validity risks, claim narrowing, and pending application uncertainty. Velth

VIII. Velthorn IP Consulting Engagement — Fees and Status The following is a summary of the Velthorn IP Consulting LLC engagement terms and current fee status: • Engagement Fee: $42,000 (flat fee for the preliminary IP due diligence engagement, inclusive of all work streams described in Section II.B above). • Fee Responsibility: The Velthorn IP engagement fee is being passed through to Greenfield Agricultural Partner

IX. Conclusion Based on the foregoing analysis, we offer the following concluding observations and recommendations: The SoilPulse™ IP portfolio has meaningful value as the technological foundation for the proposed Prairi