Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489, as amended from time to time. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this

Section 1.2 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) All references herein to "Articles," "Sections," "Schedules," and "Exhibits" are to the Articles, Sections, Schedules, and Exhibits of this Agreement unless otherwise specified. (b) The headings, titles, and captions of the Articles, Sections, and other subdivisions of this Agreement are inserted for conveni

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company has been or shall be formed as a limited liability company under the name "PrairieSense Technologies LLC" by the filing of Articles of Organization with the Secretary of State of the State of Iowa pursuant to the provisions of the Act. The rights and obligations of the Members and the administration, dissolution, and termination of the Company shall be governed by this Agreement an

Section 2.2 — Name The name of the Company is "PrairieSense Technologies LLC." The Company may conduct business under such name or under any trade name or names as the Board may from time to time approve. The Board shall cause to be filed any fictitious name certificates and similar filings, and any amendments thereto, required by the laws of the State of Iowa or any other jurisdiction in which the Company conducts b

Section 2.3 — Principal Office The initial principal office of the Company shall be located at 4100 Grand Prairie Drive, Suite 300, Des Moines, Iowa 50309, co-located with Greenfield's headquarters. The Board may change the principal office of the Company to any other location within the United States upon the approval of a majority of the Managers. The Company shall maintain at its principal office, or at such other

Section 2.4 — Purpose The purpose of the Company (the "Purpose") is to engage in the development, manufacturing, and commercialization of integrated soil-health sensor systems for commercial row-crop agriculture in the United States, with an initial focus on the U.S. Midwest, and any and all activities incidental, ancillary, or related thereto as the Board may from time to time determine to be in furtherance of the f

Section 2.5 — Term The term of the Company shall commence upon the filing of the Articles of Organization with the Iowa Secretary of State and shall continue in perpetual existence until dissolved in accordance with the provisions of Article XII of this Agreement and the Act.

Section 2.6 — Filings The Members shall cause to be filed all certificates, documents, and instruments that are necessary or appropriate under the Act and under the laws of any jurisdiction in which the Company conducts business to form, maintain, and preserve the Company as a limited liability company in good standing. Without limiting the generality of the foregoing, the Members authorize and direct the filing of a

ARTICLE III — CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS

Section 3.1 — Initial Capital Contributions The total initial capitalization of the Company shall be Twelve Million Dollars ($12,000,000). Each Member shall make the following Initial Capital Contributions to the Company: (a) Greenfield shall contribute Seven Million Two Hundred Thousand Dollars ($7,200,000) in cash to the Company, representing a sixty percent (60%) Membership Interest in the Company. (b) TerraVault

Section 3.2 — Membership Interests The Membership Interests of the Members in the Company shall be as follows: The Membership Interests set forth above reflect the Initial Capital Contributions described in Section 3.1 and are subject to adjustment as provided in this Agreement, including pursuant to the anti-dilution provisions of Section 3.4 and Schedule 3.4. [OPEN ITEM: TerraVault has proposed that Membership Inte

Section 3.3 — Timing of Capital Contributions (a) Cash Contributions. Each Member's Cash Contribution shall be due and payable within ten (10) business days following the Effective Date. Greenfield shall wire its Cash Contribution of Seven Million Two Hundred Thousand Dollars ($7,200,000) to the Company's designated operating account at Heartland National Bank, N.A., 666 Locust Street, Des Moines, Iowa 50309, in acco

Section 3.4 — Additional Capital Contributions (a) No Obligation. No Member shall be required to make additional capital contributions to the Company beyond the Initial Capital Contributions set forth in Section 3.1, without the unanimous written consent of all Members. (b) Third-Party Financing. If the Board determines that additional capital is needed by the Company, the Board shall first evaluate whether third-par

Section 3.5 — Capital Accounts (a) A separate capital account shall be established and maintained for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and the principles set forth therein. Each Member's capital account shall be (i) credited with the amount of any Capital Contributions made by such Member (including the agreed value of any non-cash contributions), such Member's allocable sh

Section 3.6 — No Interest on Capital No interest shall accrue or be payable on or with respect to any Capital Contribution made by any Member to the Company.

Section 3.7 — Return of Capital No Member shall have the right to demand or receive the return of all or any portion of its Capital Contribution, except upon dissolution of the Company in accordance with Article XII of this Agreement. No Member shall have priority over any other Member for the return of Capital Contributions, except as expressly provided in Article VIII and Article XII.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Mutual Representations Each Member hereby represents and warrants to the other Member and to the Company, as of the Effective Date, as follows: (a) Organization and Good Standing. Such Member is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. Greenfield is a limited liability company duly organized and validly existing under the laws of the State o

Section 4.2 — Greenfield's Representations Greenfield hereby additionally represents and warrants to TerraVault and to the Company, as of the Effective Date, as follows: (a) Financial Capacity. Greenfield has available cash resources sufficient to fund its Initial Capital Contribution of Seven Million Two Hundred Thousand Dollars ($7,200,000) and is not aware of any impediment to the timely funding thereof. (b) Accre

Section 4.3 — TerraVault's Representations TerraVault hereby additionally represents and warrants to Greenfield and to the Company, as of the Effective Date, as follows: (a) Ownership of SoilPulse™ Technology. TerraVault is the sole and exclusive owner of the SoilPulse™ Technology, including without limitation: (i) United States Patent No. 10,842,317, entitled "Integrated Multi-Spectral Soil Health Sensor System and

ARTICLE V — TECHNOLOGY LICENSE

Section 5.1 — Grant of License Subject to the terms and conditions of this Agreement and the Technology License Agreement attached hereto as Exhibit A, TerraVault hereby grants to the Company an exclusive, royalty-free, non-transferable (except as otherwise provided in this Agreement) license to use, develop, modify, improve, and commercialize the SoilPulse™ Technology solely within the scope of the Company's Purpose

Section 5.2 — Scope of License (a) Field of Use. The Technology License is limited to the development, manufacturing, and commercialization of integrated soil-health sensor systems for commercial row-crop agriculture, as described in the Purpose set forth in Section 2.4. (b) Geographic Focus. The Technology License shall initially be focused on the U.S. Midwest (the Non-Compete Territory), with potential geographic e

Section 5.3 — Retained Rights of TerraVault (a) Ownership. TerraVault retains all right, title, and interest in and to the SoilPulse™ Technology, including all patents, patent applications, trademarks, trade secrets, and other intellectual property rights related thereto, subject to the exclusive license granted to the Company herein. (b) Research and Development. TerraVault may continue to use the SoilPulse™ Technol

Section 5.4 — Improvements and Derivative Technology (a) Joint Ownership of Company-Developed Improvements. Any improvements, modifications, enhancements, adaptations, or derivative technology developed by the Company or by any employee, contractor, or agent of the Company using or building upon the SoilPulse™ Technology (collectively, "Company Improvements") shall be jointly owned by the Members in proportion to the

Section 5.5 — IP Protection (a) Confidentiality. The Company shall take all reasonable steps to protect the confidentiality of trade secrets and proprietary information constituting part of the SoilPulse™ Technology, including implementing appropriate security measures, employee and contractor confidentiality agreements, and information access controls. (b) Patent and Trademark Maintenance. TerraVault shall be respon

Section 5.6 — Valuation of IP Contribution For purposes of this Agreement, the SoilPulse™ Technology License is valued at Two Million Four Hundred Thousand Dollars ($2,400,000). This valuation is used solely for purposes of determining TerraVault's Initial Capital Contribution, its initial capital account, and the allocation of Membership Interests under this Agreement. [OPEN ITEM: TerraVault maintains that the IP Co

ARTICLE VI — MANAGEMENT AND GOVERNANCE

Section 6.1 — Board of Managers (a) Establishment. The business and affairs of the Company shall be managed by a Board of Managers consisting of five (5) Managers. The Board shall have the full power and authority to manage the business and affairs of the Company, and the Company shall not be managed by its Members except as expressly provided herein. (b) Appointment. Greenfield shall have the right to appoint three

Section 6.2 — Initial Managers The initial Managers of the Company shall be: Greenfield Managers: (a) Marcus J. Linden (Chair of the Board) (b) Rachel Yun-Park (c) [One additional Greenfield designee to be determined] TerraVault Managers: (a) Dr. Anand Mehta (b) Dr. Lian Xu The initial Managers are also set forth on Schedule 6.2 attached hereto.

Section 6.3 — Term and Removal (a) Term. Each Manager shall serve at the pleasure of the Member that appointed such Manager and shall hold office until such Manager's resignation, removal, incapacity, or death, or until a successor is duly appointed. (b) Removal and Replacement. Each Member may remove and replace any or all of its appointed Managers at any time, with or without cause, by delivering written notice to

Section 6.4 — Meetings of the Board (a) Regular Meetings. The Board shall hold regular meetings at least quarterly, at such times and places as the Board may determine from time to time. (b) Special Meetings. Special meetings of the Board may be called by any Manager upon not less than five (5) business days' prior written notice to all other Managers, specifying the time, place (or means of remote participation), an

Section 6.5 — Voting Each Manager shall have one (1) vote on each matter submitted to the Board for a vote. Except as otherwise expressly provided in this Agreement, all actions of the Board shall require the affirmative vote of a majority of the Managers present at a duly convened meeting at which a quorum is present (i.e., three of five Managers). By virtue of Greenfield's right to appoint three (3) of the five (5)

Section 6.6 — Consent Rights / Supermajority Matters Notwithstanding Section 6.5, the following actions (each, a "Supermajority Matter") shall require the affirmative vote of at least four (4) of the five (5) Managers — thereby requiring the concurrence of at least one (1) TerraVault Manager in addition to all three (3) Greenfield Managers (or, alternatively, all two (2) TerraVault Managers and at least two (2) Green

Section 6.7 — Officers (a) Appointment. The Board may appoint such officers of the Company as the Board may from time to time determine to be necessary or appropriate for the management and conduct of the Company's business, including a Chief Executive Officer ("CEO"), a Chief Financial Officer ("CFO"), a Chief Technology Officer ("CTO"), and such other officers as the Board deems appropriate. Officers shall serve at

Section 6.8 — Annual Budget (a) Approval. The Board shall approve an annual operating budget and business plan for the Company (the "Annual Budget") by no later than November 30 of the Fiscal Year immediately preceding the Fiscal Year to which the Annual Budget relates. The Annual Budget shall include, among other things, projected revenue, operating expenses, capital expenditures, research and development expenditur

Section 6.9 — Deadlock (a) Escalation. If the Board is unable to reach the required vote on any Supermajority Matter (as defined in Section 6.6) or on any other material matter within a period of thirty (30) days following the first meeting at which such matter was submitted to a vote of the Board (or, if submitted by written consent, thirty (30) days after the matter was first circulated for consent), the matter sha

ARTICLE VII — ALLOCATIONS OF PROFITS AND LOSSES

Section 7.1 — Net Profits and Net Losses Net Profits and Net Losses of the Company for each Fiscal Year (or other applicable period) shall be determined in accordance with federal income tax accounting principles, as set forth in the Code and Treasury Regulations, consistently applied, and shall be adjusted for all items of income, gain, loss, deduction, and credit required to be separately stated or specially alloca

Section 7.2 — General Allocation Subject to the special allocation provisions of Section 7.3, Net Profits and Net Losses of the Company for each Fiscal Year (or other applicable period) shall be allocated to the Members in accordance with their respective Membership Interests, as follows:

Section 7.3 — Special Allocations (a) Regulatory Allocations. The following regulatory allocations shall be made in accordance with the applicable provisions of the Code and Treasury Regulations, and shall be made prior to the general allocation of Net Profits and Net Losses under Section 7.2: (i) Qualified Income Offset. If a Member unexpectedly receives an adjustment, allocation, or distribution described in Treasu

Section 7.4 — Tax Elections (a) Partnership Classification. The Company shall file federal and state income tax returns as a partnership for federal income tax purposes (i.e., as a pass-through entity). The Company shall not elect to be treated as an association taxable as a corporation for federal income tax purposes. (b) Section 754 Election. In the event of a Transfer of all or any portion of a Member's Membership

Section 8.1 — Distributable Cash "Distributable Cash" means, for any period, the aggregate cash receipts of the Company from all sources (including revenues, capital contributions, and proceeds of borrowings) less the sum of (i) all cash expenditures for operating expenses, (ii) debt service payments (including principal and interest), (iii) reserves for working capital, contingencies, and future capital expenditures

Section 8.2 — Distribution Waterfall To the extent Distributable Cash is available, distributions shall be made to the Members in the following order of priority: (a) First — Return of Capital. First, to the Members, pro rata in proportion to their respective unreturned Capital Contributions, until each Member has received distributions equal to the full amount of its unreturned Capital Contributions. (b) Second — Pr