Contract analysis

1. Scope of Representation The Firm will represent Greenfield Agricultural Partners LLC, an Iowa limited liability company, in connection with the negotiation, structuring, and documentation of a proposed joint venture (the "Transaction" or the "Proposed JV") between Greenfield and TerraVault BioSciences Inc., a Delaware corporation qualified to do business in the State of Illinois ("TerraVault"). The Proposed JV con

2. Engagement Team The following attorneys will be principally responsible for the legal services provided in connection with this engagement: Sandra Tung — Responsible Partner, Mergers & Acquisitions. Ms. Tung is a partner in the Firm's Mergers & Acquisitions Practice Group and will serve as the responsible partner overseeing all aspects of this engagement. Ms. Tung has extensive experience in joint venture transact

3. Fees and Billing Rates Professional fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the following current standard billing rates: The foregoing billing rates reflect the Firm's current standard rates for the identified professionals and are effective as of the date of this engagement letter. Billing rates are subject to annual adjustment, which typically ta

4. Fee Estimate and Soft Cap Based on the anticipated scope of the engagement as described in Section 1 above — including, without limitation, term sheet negotiation, due diligence coordination, preparation and negotiation of the definitive JV Operating Agreement and ancillary transaction documents, entity formation, and closing — the Firm estimates that total professional fees for this engagement will be in the rang

5. Disbursements and Third-Party Costs In addition to the professional fees described in Sections 3 and 4 above, the Client will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following: (a) Travel Expenses. Transportation costs (including airfa

6. Billing and Payment Terms The Firm will issue monthly invoices for all professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a detailed summary of the professional time billed to the matter during the invoice period, including the date, timekeeper, description of services rendered, time spent, and applicable rate for each time entry. Disbursements will be separ

7. Client Identity and Conflicts Client Identity. The Firm's client in this engagement is Greenfield Agricultural Partners LLC, acting in its capacity as a limited liability company organized under the laws of the State of Iowa. The Firm does not, by virtue of this engagement, represent any individual member, manager, officer, director, employee, or agent of Greenfield in their personal capacity. Without limiting the

8. Confidentiality All communications between the Firm and the Client in connection with this engagement, including oral and written communications, documents, memoranda, draft agreements, and work product, are subject to the attorney-client privilege to the fullest extent permitted by applicable law and are treated as confidential by the Firm. The Firm will not disclose any confidential information relating to this

9. Document Retention Upon the conclusion of this engagement, whether by completion of the Transaction, termination of the engagement, or otherwise, the Firm will return to the Client, upon the Client's written request, all original documents and materials provided by the Client to the Firm in connection with this matter. Such original documents remain the property of the Client at all times. The Firm will retain cop

10. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time, with or without cause, by providing written notice to the other party. The Firm's right to withdraw from the engagement is subject to applicable provisions of the Iowa Rules of Professional Conduct and any applicable court rules governing withdrawal of counsel. Upon termination of this engagement: (a) The Client wil

11. Governing Law This engagement letter and the relationship between Calderwood & Harkness LLP and Greenfield Agricultural Partners LLC arising out of or related to this engagement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. The parties further agree tha

12. Entire Agreement / Amendments This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Greenfield Agricultural Partners LLC with respect to the terms, conditions, and scope of this engagement, and supersedes all prior and contemporaneous oral or written communications, representations, understandings, or agreements between the parties relating to the subject matter hereof. No