Contract analysis

Section 1: Parties 1.1 Greenfield Agricultural Partners LLC Greenfield Agricultural Partners LLC is an Iowa limited liability company with its principal headquarters located at 4100 Grand Prairie Drive, Suite 300, Des Moines, Iowa 50309. Greenfield's Employer Identification Number is 47-3281904. Greenfield is a diversified agricultural investment and operating company with significant experience in crop production, a

Section 2: Proposed Joint Venture Entity 2.1 Name. The proposed joint venture entity shall be named PrairieSense Technologies LLC ("PrairieSense" or the "Company"). 2.2 Entity Type. PrairieSense shall be organized as an Iowa limited liability company. 2.3 Formation. PrairieSense shall be formed under, and governed by, the Iowa Revised Uniform Limited Liability Company Act (Iowa Code Chapter 489) upon the negotiation,

Section 3: Purpose of the Joint Venture 3.1 General Purpose. The purpose of PrairieSense shall be to engage in the development, manufacturing, and commercialization of integrated soil-health sensor systems designed for deployment in commercial row-crop agriculture, with an initial focus on the U.S. Midwest market. The Company will seek to bring to market a suite of advanced, real-time soil nutrient and moisture senso

Section 4: Capitalization and Capital Contributions 4.1 Total Initial Capital Commitment. The aggregate initial capital commitment of the Parties to PrairieSense shall be Twelve Million Dollars ($12,000,000). The respective contributions of each Party are described in Sections 4.2 and 4.3 below. 4.2 Greenfield Contribution. Greenfield shall contribute Seven Million Two Hundred Thousand Dollars ($7,200,000) in cash to

Section 5: Membership Interests and Equity Ownership 5.1 Membership Interests. Upon formation of PrairieSense and funding of the initial capital contributions, the membership interests of the Company shall be held as follows: 5.2 Unit Classes. The rights, preferences, privileges, and obligations associated with the Class A Units and the Class B Units shall be set forth in the definitive Operating Agreement. It is ant

Section 6: Governance and Management 6.1 Board of Managers. PrairieSense shall be managed by a Board of Managers (the "Board") consisting of five (5) members, appointed as follows: (a) Greenfield shall have the right to appoint three (3) managers to the Board (the "Greenfield Managers"); (b) TerraVault shall have the right to appoint two (2) managers to the Board (the "TerraVault Managers"); and (c) One (1) of the Gr

Section 7: Technology License and intellectual Property 7.1 SoilPulse™ License. As part of TerraVault's capital contribution described in Section 4.3(b) above, TerraVault shall grant to PrairieSense an exclusive license within the Field of Use (as defined below) to use, develop, improve, modify, adapt, and commercialize the SoilPulse™ technology platform (the "License"). The Licensed Technology shall include, without

Section 8: Non-Competition and Non-Solicitation 8.1 Non-Compete Covenant. (a) TerraVault Non-Compete. During the term of the joint venture and for a period of three (3) years following the formation of PrairieSense (the "Non-Compete Period"), TerraVault agrees that it shall not, directly or indirectly (whether individually, through any affiliate, subsidiary, or related entity, or through any joint venture, partnershi

Section 9: Distributions 9.1 Pro Rata Distributions. The net cash flow of PrairieSense, as determined by the Board in accordance with the distribution policy to be set forth in the Operating Agreement, shall be distributed to the members pro rata in accordance with their respective membership interests (i.e., 60% to Greenfield and 40% to TerraVault). 9.2 Conditions and Limitations. All distributions shall be subject

Section 10: Transfer Restrictions 10.1 General Restriction. No member of PrairieSense shall transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in PrairieSense without the prior written consent of the other member, which consent may be granted or withheld in such member's sole discretion, subject to the exceptions and qualifications set forth be

Section 11: Term and Dissolution 11.1 Initial Term. The initial term of PrairieSense shall be ten (10) years from the date of the filing of the Company's articles of organization with the Iowa Secretary of State, subject to renewal by the mutual written agreement of both members. 11.2 Dissolution Events. PrairieSense shall be dissolved and its affairs wound up upon the earliest to occur of any of the following events

Section 12: Confidentiality (Binding Provision) This Section 12 is binding upon the Parties and shall survive the expiration or termination of this Term Sheet. 12.1 Confidentiality Obligation. The existence of this Term Sheet, the terms and conditions set forth herein, and all information, discussions, negotiations, and correspondence exchanged between the Parties or their respective representatives in connection wit

Section 13: Exclusivity (Binding Provision) This Section 13 is binding upon the Parties and shall survive the expiration or termination of this Term Sheet, subject to the terms set forth below. 13.1 Exclusivity Period. For a period of ninety (90) days from the date of this Term Sheet (i.e., through and including November 20, 2022) (the "Exclusivity Period"), TerraVault agrees that it shall not, and shall cause its of

Section 14: Due Diligence 14.1 Greenfield Due Diligence. The execution of the definitive Operating Agreement and related definitive agreements is subject to the satisfactory completion by Greenfield (in its sole discretion, exercised reasonably) of customary business, financial, legal, tax, intellectual property, environmental, and regulatory due diligence on TerraVault and the SoilPulse™ technology. Such due diligen

Section 15: Conditions Precedent to Definitive Agreement The execution and delivery of the definitive Operating Agreement and related definitive agreements shall be subject to the satisfaction (or waiver) of the following conditions precedent: (a) satisfactory completion of due diligence by both Parties in accordance with Section 14; (b) agreement by the Parties on all open issues, including without limitation: (i) t

Section 16: Expenses 16.1 Own Expenses. Each Party shall bear its own costs and expenses (including, without limitation, legal, financial advisory, accounting, and consulting fees and expenses) incurred in connection with the negotiation, preparation, and documentation of this Term Sheet, the due diligence process, and the proposed joint venture, whether or not the proposed transaction is ultimately consummated. Neit

Section 17: Governing Law 17.1 This Term Sheet and any dispute arising hereunder or in connection herewith, including without limitation any claim arising out of or relating to the binding provisions of Sections 12 and 13, shall be governed by and construed in accordance with the laws of the State of Iowa, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the applicat

Section 18: Non-Binding Nature; No Obligation 18.1 Non-Binding Term Sheet. Except for Section 12 (Confidentiality) and Section 13 (Exclusivity), which are expressly binding upon the Parties, this Term Sheet is non-binding and is intended solely as a basis for further discussion and negotiation between the Parties. This Term Sheet does not constitute an offer, acceptance, agreement, or commitment by either Party, and

Section 19: Expiration This Term Sheet, including the binding provisions of Sections 12 and 13, shall automatically expire and be of no further force or effect if this Term Sheet has not been accepted by TerraVault within thirty (30) calendar days of the date hereof (i.e., by September 21, 2022), unless extended in writing by Greenfield. For the avoidance of doubt, the expiration of this Term Sheet shall not affect o