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, through one or more intermediaries, controls, is controlled by, or is under common control w

Section 1.2 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. (b) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing o

ARTICLE II — FORMATION OF THE COMPANY

Section 2.1 — Formation The Company has been or shall be formed as a limited liability company under the Act by the filing of a Certificate of Organization with the Secretary of State of the State of Iowa in accordance with Iowa Code Section 489.201. The rights and liabilities of the Members shall be as provided in the Act, except as otherwise expressly provided in this Agreement. To the extent permitted by the Act,

Section 2.2 — Name The Company shall conduct business under the name "PrairieSense Technologies LLC" or such other name or names as the Board of Managers may from time to time approve in accordance with the Act and applicable law. The Board shall have the authority to file or cause to be filed any trade name, fictitious business name, or "doing business as" certificates as may be necessary or appropriate in connectio

Section 2.3 — Principal Office The Company's initial principal office shall be located in Des Moines, Iowa, at such specific address as the Board of Managers shall determine. The Board may relocate the Company's principal office from time to time by resolution, provided that any relocation of the Company's principal office outside of the State of Iowa shall constitute a Major Decision and shall require a Supermajorit

Section 2.4 — Registered Agent and Registered Office The Company's initial registered agent shall be Capitol Filings Inc., 220 E. Court Avenue, Des Moines, Iowa 50309, and the Company's initial registered office shall be at the address of such registered agent. The Board may change the Company's registered agent and registered office from time to time in accordance with the Act by filing the appropriate amendment wit

Section 2.5 — Term The Company shall have perpetual existence and shall continue in full force and effect until dissolved in accordance with the provisions of Article XII of this Agreement. The existence of the Company as a separate legal entity shall continue until a certificate of dissolution has been filed with the Iowa Secretary of State in accordance with the Act.

Section 2.6 — Purpose The purpose of the Company shall be 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 to conduct any and all activities ancillary, related, or incidental thereto, including the licensing of intellectual property, the purchase and sale

Section 2.7 — Qualification in Other Jurisdictions The Board of Managers shall cause the Company to qualify to do business as a foreign limited liability company in such other states or jurisdictions as the Board may determine to be necessary or appropriate for the conduct of the Company's business, including the States of Illinois and Indiana, where TerraVault's SoilPulse™ Technology pilot programs are currently dep

Section 3.1 — Members The Members of the Company as of the Effective Date are set forth below: The names, addresses, Percentage Interests, and Capital Contributions of the Members are set forth on Exhibit A attached hereto and incorporated herein by reference.

Section 3.2 — Membership Interests; Percentage Interests As of the Effective Date, the Membership Interests and Percentage Interests of the Members shall be as follows: (a) Greenfield Agricultural Partners LLC: Percentage Interest. (b) TerraVault BioSciences Inc.: Percentage Interest. The Percentage Interests of the Members may be adjusted from time to time in accordance with the provisions of this Agreement, includi

Section 3.3 — Representations and Warranties of Members (a) Representations and Warranties of Each Member. Each Member hereby represents and warrants to the other Member and to the Company as of the Effective Date as follows: (i) Such Member is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business a

Section 3.4 — No Personal Liability No Member shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company. Except as otherwise provided in this Agreement or required by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely

ARTICLE IV — CAPITAL CONTRIBUTIONS

Section 4.1 — Initial Capital Contributions The total initial capitalization of the Company shall be Twelve Million Dollars ($12,000,000). The Initial Capital Contributions of the Members shall be as follows: (a) Greenfield's Contribution. Greenfield shall contribute in cash (the "Greenfield Cash Contribution") to the Company's operating account, to be funded by wire transfer of immediately available funds within Bus

Section 4.2 — Additional Capital Contributions (a) No Member shall be required to make additional Capital Contributions to the Company beyond its Initial Capital Contribution without such Member's prior written consent. The making of additional Capital Contributions shall be entirely voluntary. (b) From time to time, the Board of Managers may determine that the Company requires additional capital to fund its operatio

Section 4.3 — Dilution for Non-Participation (a) If a Member (the "Non-Contributing Member") declines to contribute its full pro rata share of an additional capital call approved pursuant to Section 4.2 and the other Member (the "Contributing Member") contributes additional capital in excess of the Non-Contributing Member's proportionate share, the Percentage Interests of the Members shall be adjusted on a weighted-a

Section 4.4 — Capital Accounts (a) A separate Capital Account shall be maintained for each Member in accordance with the principles set forth in Treasury Regulation Section 1.704-1(b)(2)(iv) and the rules described in this Section 4.4. Each Member's Capital Account shall be adjusted as follows: (i) Increases. Each Member's Capital Account shall be increased by (A) the amount of cash contributed by such Member to the

Section 4.5 — No Interest on Capital Contributions No Member shall receive interest on or with respect to its Capital Contributions or its Capital Account balance. The rate of return on, and the risk of loss of, Capital Contributions shall be borne entirely by the Members in accordance with the terms of this Agreement.

Section 4.6 — No Withdrawal of Capital No Member shall have the right to withdraw, demand, or receive the return of any portion of its Capital Contribution or Capital Account balance at any time without the prior written consent of the Board of Managers. Under circumstances requiring a return of a Member's Capital Contribution, no Member shall have the right to receive property other than cash in return of its Capita

Section 4.7 — Proposed Credit Facility (a) The Members acknowledge that the Company may seek third-party debt financing to supplement its capital resources and to fund working capital, capital expenditures, and other business needs. Preliminary, non-binding discussions have been held with Heartland National Bank, N.A. ("Heartland"), 666 Locust Street, Des Moines, Iowa 50309, regarding a potential Four Million Dollar

ARTICLE V — ALLOCATIONS AND DISTRIBUTIONS

Section 5.1 — Allocation of Profits and Losses (a) Except as otherwise provided in Section 5.2, the net profits and net losses of the Company for each Fiscal Year (or portion thereof) shall be allocated to the Members in proportion to their respective Percentage Interests. As of the Effective Date, such allocations shall be made (b) All allocations of net profits and net losses shall be made in accordance with the pr

Section 5.2 — Special Allocations Notwithstanding Section 5.1, the following special allocations shall be made in the following order of priority: (a) Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to each such Member

Section 5.3 — Tax Allocations (a) Except as otherwise provided in Sections 5.2(e) and 5.2(f), for federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in a manner consistent with the economic allocations set forth in this Article V. (b) The "tax matters partner" of the Company (within the meaning of Section 6231(a)(7)

Section 5.4 — Distributions (a) General Distributions. Distributable Cash shall be distributed to the Members in proportion to their respective Percentage Interests at such times and in such amounts as the Board of Managers shall determine, but no less frequently than quarterly (within forty-five (45) days after the end of each calendar quarter), to the extent Distributable Cash is available. The Board shall use comm

Section 5.5 — Withholding The Company may withhold from any distribution to a Member any amounts required to be withheld by the Company under applicable provisions of the Code, or any provision of any federal, state, local, or foreign tax law. Any amounts so withheld shall be treated as if such amounts had been distributed to the applicable Member for all purposes of this Agreement, including for purposes of maintain

ARTICLE VI — MANAGEMENT AND GOVERNANCE

Section 6.1 — Manager-Managed Company The Company shall be a "manager-managed" limited liability company, as such term is used in the Act. The business and affairs of the Company shall be managed by or under the direction of the Board of Managers. Except as otherwise expressly provided in this Agreement, the Board of Managers shall have full and exclusive authority, power, and discretion to manage and control the bus

Section 6.2 — Board of Managers; Composition (a) Size and Appointment. The Board of Managers shall consist of appointed as follows: (i) Greenfield Managers. Greenfield shall have the right to appoint three (3) Managers to the Board (each, a "Greenfield Manager"). (ii) TerraVault Managers. TerraVault shall have the right to appoint to the Board (each, a "TerraVault Manager"). (b) Initial Greenfield Managers. The initi

Section 6.3 — Chairperson (a) The Chairperson of the Board of Managers shall be a Greenfield Manager designated by Greenfield. The initial Chairperson shall be Marcus J. Linden. (b) The Chairperson shall preside at all meetings of the Board, shall set the agenda for Board meetings (in consultation with the other Managers), and shall have such other duties and responsibilities as the Board may from time to time assign

Section 6.4 — Board Meetings and Voting (a) Regular Meetings. The Board of Managers shall hold regular meetings at least quarterly, at such times and places (or by means of remote communication) as the Board shall determine from time to time. Notice of regular meetings shall be given to each Manager not less than ten (10) Business Days prior to the date of such meeting, together with an agenda and such supporting mat

Section 6.5 — Major Decisions; Supermajority Matters (a) Notwithstanding any other provision of this Agreement, the following actions shall constitute "Major Decisions" and shall require the affirmative vote of at least Managers then serving on the Board (i.e., a Supermajority Vote), which vote must include the affirmative vote of at least TerraVault (i) Approval of the annual business plan and operating budget of th

Section 6.6 — Officers (a) The Board of Managers may appoint one or more officers of the Company, including a Chief Executive Officer, Chief Technology Officer, Chief Financial Officer, President, Vice President, Secretary, Treasurer, and such other officers as the Board deems necessary or appropriate for the conduct of the Company's business. Officers shall serve at the pleasure of the Board, subject to the provisio

Section 6.7 — Removal and Replacement of Managers (a) A Manager may be removed at any time, with or without cause, by the Member that appointed such Manager. Removal of a Manager shall be effected by written notice from the appointing Member to the Company and the other Member. (b) Any vacancy on the Board of Managers resulting from the resignation, removal, death, or disability of a Manager shall be filled by the Me

Section 6.8 — Compensation of Managers Managers shall not receive compensation from the Company for their service as Managers on the Board. Notwithstanding the foregoing, each Manager shall be entitled to reimbursement from the Company for reasonable, documented out-of-pocket expenses incurred in connection with attending meetings of the Board and performing other Company-related duties, including travel, lodging, an

Section 6.9 — Limitation of Liability; Indemnification (a) Limitation of Liability. No Manager or officer of the Company shall be personally liable to the Company or to any Member for any act or omission taken or suffered in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, except in the case of fraud, willful misconduct, gross negligence, or a knowing violatio

ARTICLE VII — BOOKS, RECORDS, AND REPORTING

Section 7.1 — Books and Records The Company shall maintain complete and accurate books of account and records with respect to all of the Company's business and affairs at its principal office or at such other location as the Board may determine. Such books and records shall be maintained in accordance with GAAP on an accrual basis, consistently applied, and shall include, without limitation, all financial statements,

Section 7.2 — Fiscal Year The Fiscal Year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year. The first Fiscal Year of the Company shall commence on the Effective Date and shall end on December 31, 2022.

Section 7.3 — Financial Statements The Company shall prepare and deliver to each Member the following financial statements and reports: (a) Annual Financial Statements. Within ninety (90) days after the end of