Contract analysis

Section 1: Parties 1.1 Party A Greenfield Agricultural Partners LLC, an Iowa limited liability company (hereinafter referred to as "Greenfield" or "GAP"), having its principal office at 4100 Grand Prairie Drive, Suite 300, Des Moines, Iowa 50309. Greenfield's authorized representative for purposes of this Term Sheet and the negotiations contemplated hereby is Marcus J. Linden, Founder and Managing Partner. Greenfield

Section 2: Proposed Joint Venture Entity The Parties propose to form a new joint venture entity with the following characteristics: Name: PrairieSense Technologies LLC (hereinafter referred to as the "Company" or the "JV Entity"). Entity Type: The Company shall be organized as a limited liability company formed under the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489, as amended from time t

Section 3: Purpose of the Joint Venture The purpose of the proposed joint venture is 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 region. The joint venture is intended to leverage TerraVault's proprietary SoilPulse™ real-time soil nutrient and moisture sensor technology

Section 4: Capitalization 4.1 Total Initial Capital Commitment The aggregate initial capital commitment of the Parties to the JV Entity shall be $12,000,000 (Twelve Million Dollars), allocated between the Parties as set forth below. A summary of the proposed capital structure is set forth in Schedule A attached hereto for informational purposes. 4.2 Greenfield Contribution Amount: $7,200,000 (Seven Million Two Hundre

Section 5: Technology License TerraVault shall grant to the JV Entity an exclusive license within the JV Field (as defined below) to use, modify, enhance, improve, and sublicense TerraVault's SoilPulse™ technology platform, including the following identified intellectual property assets (which are more fully described in Schedule B attached hereto): (a) U.S. Patent No. 10,842,317, entitled "Real-Time Soil Nutrient an

Section 6: Governance and Management 6.1 Board of Managers The JV Entity shall be managed by a Board of Managers (the "Board") in accordance with the terms to be set forth in the definitive JV Operating Agreement. As reflected in this Term Sheet, Greenfield has proposed that the Board consist of five (5) members, allocated as follows: (a) Three (3) members shall be appointed by Greenfield (the "Greenfield Managers");

Section 7: Non-Competition and Exclusivity 7.1 Non-Competition. As reflected in this Term Sheet, Greenfield has proposed the following non-competition terms: During the term of the JV and for a period of three (3) years following the formation of the JV Entity, TerraVault shall not, directly or indirectly (whether through affiliates, subsidiaries, licensees, or otherwise), license, sell, distribute, or otherwise make

Section 8: Open Items The Parties acknowledge and agree that the following material terms remain subject to further good faith negotiation and have not been resolved as of the date of this Term Sheet. The Parties intend to use commercially reasonable efforts to negotiate and resolve each of the following open items during the course of negotiating the definitive JV Operating Agreement and related transaction document

Section 9: Due Diligence The execution and delivery of any definitive agreement with respect to the proposed JV shall be conditioned upon the satisfactory completion of customary due diligence by each Party with respect to the other Party and, where applicable, the assets and intellectual property to be contributed to or licensed to the JV Entity. The due diligence to be conducted by each Party is expected to include

Section 10: Conditions to Definitive Agreement The consummation of the proposed JV shall be subject to the satisfaction or mutual waiver of the following conditions: 10.1 Definitive Agreements. The Parties shall have negotiated, executed, and delivered the following definitive agreements, in each case in form and substance satisfactory to both Parties and their respective counsel: (a) A definitive Operating Agreement

Section 11: Binding Provisions This Term Sheet is non-binding and does not constitute a commitment by either Party to enter into the proposed JV, to consummate any transaction described herein, or to enter into any definitive agreement, and neither Party shall have any liability to the other Party with respect to the transactions contemplated hereby unless and until a definitive JV Operating Agreement and related tra

Section 12: Proposed Timeline and Next Steps The Parties have discussed the following indicative timeline for the completion of due diligence, the negotiation of definitive agreements, and the closing of the proposed JV: The foregoing timeline is indicative only and is provided for the Parties' planning purposes. The proposed timeline shall not create any binding obligation on either Party, and the actual timing of e

Section 13: Miscellaneous 13.1 No Assignment. Neither Party may assign, transfer, or delegate any of its rights or obligations under this Term Sheet without the prior written consent of the other Party. Any purported assignment in violation of this Section 13.1 shall be null and void. 13.2 Counterparts. This Term Sheet may be executed in two or more counterparts, each of which shall be deemed an original and all of w

1. Issued Patent U.S. Patent No. 10,842,317 Title: "Real-Time Soil Nutrient and Moisture Sensor Array" Date of Issuance: March 9, 2021 Assignee: TerraVault BioSciences Inc. Status: Active; maintenance fees current as of the date hereof

2. Pending Patent Application U.S. Patent Application No. 17/509,664 Filing Date: October 25, 2021 Applicant: TerraVault BioSciences Inc. Status: Pending before the United States Patent and Trademark Office

3. Trademark Registration SoilPulse™ U.S. Registration No. 6,318,205 Registrant: TerraVault BioSciences Inc. Status: Active; registered on the Principal Register

4. Associated Trade Secrets, Software, and Know-How TerraVault's SoilPulse™ technology platform includes associated trade secrets, proprietary software (including sensor firmware, data processing algorithms, and cloud-based analytics software), technical documentation (including engineering specifications, schematics, calibration protocols, and manufacturing process documentation), research data, field trial results,