CALDERWOOD & HARKNESS LLP Attorneys at Law 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309

Telephone: (515) 244-7800 Facsimile: (515) 244-7801 www.calderwoodharkness.com

Sandra Tung Partner Direct Dial: (515) 244-7834

Email: stung@calderwoodharkness.com

March 3, 2023

Via Email and First-Class Mail

Jonathan Everett Carey, Esq. Whitfield, Carey & Stokes LLP 233 S. Wacker Drive, Suite 5600 Chicago, Illinois 60606

Re: Proposed Joint Venture Between Greenfield Agricultural Partners LLC and TerraVault BioSciences Inc. — Formation of PrairieSense Technologies LLC Calderwood & Harkness LLP Matter No. 2022-M&A-00437 Termination of Negotiations

Dear Mr. Carey:

As you are aware, this firm represents Greenfield Agricultural Partners LLC, an Iowa limited liability company ("Greenfield"), in connection with the proposed joint venture between Greenfield and TerraVault BioSciences Inc., a Delaware corporation ("TerraVault"). I am writing to formally notify TerraVault, through you as its counsel of record, that Greenfield is hereby terminating all negotiations regarding the proposed formation and capitalization of PrairieSense Technologies LLC (the "Proposed JV"), an Iowa limited liability company that was to be jointly owned and operated by Greenfield and TerraVault. This letter sets forth the basis for that determination and addresses certain continuing obligations of the parties.

Background. By way of brief background, the parties commenced discussions in the summer of 2022 regarding a potential joint venture to develop and commercialize soil-health sensor technology for row-crop farming applications in the Midwest and broader domestic agricultural markets. In furtherance of those discussions, Greenfield and TerraVault executed a Mutual Non-Disclosure Agreement effective July 11, 2022 (the "NDA"), which governed the exchange of proprietary and confidential information between the parties in connection with the evaluation and negotiation of the Proposed JV. Following the exchange of preliminary diligence materials and several rounds of discussion between the principals, Greenfield and TerraVault signed a non-binding term sheet on September 26, 2022 (the "Term Sheet"), which set forth the indicative economic terms and structural framework for the Proposed JV. The Term Sheet contemplated total initial capital commitments of Twelve Million Dollars ($12,000,000), with Greenfield contributing Seven Million Two Hundred Thousand Dollars ($7,200,000) in cash in exchange for a sixty percent (60%) equity interest in the Proposed JV, and TerraVault contributing Four Million Eight Hundred Thousand Dollars ($4,800,000) — consisting of a combination of cash and an intellectual property and technology license contribution — in exchange for a forty percent (40%) equity interest. On the basis of the Term Sheet, Calderwood & Harkness LLP circulated to your firm a first draft of the Operating Agreement of PrairieSense Technologies LLC on November 1, 2022, and a revised second draft reflecting certain comments received from your office on January 9, 2023. Over the intervening months, the parties and their respective counsel engaged in extensive negotiations regarding the definitive terms of the Operating Agreement and related transaction documents, including an in-person negotiation session held in Des Moines, Iowa on December 12, 2022, at which representatives of both Greenfield and TerraVault, together with outside counsel, participated. Notwithstanding these considerable efforts, the parties have been unable to bridge certain fundamental differences, as described below.

Basis for Termination. Despite the good-faith efforts of both parties over the course of approximately seven months, the parties have been unable to reach agreement on definitive terms for the Proposed JV. The principal areas of disagreement that remain unresolved are as follows:

Governance Structure. Greenfield proposed a five-member board of managers for the Proposed JV, with three managers to be appointed by Greenfield and two managers to be appointed by TerraVault, consistent with the sixty/forty percent (60/40%) ownership structure contemplated by the Term Sheet. TerraVault, however, insisted on equal board representation — that is, an equal number of manager appointees for each member — together with broad affirmative consent rights in favor of TerraVault over technology-related decisions, the research and development budget, and sublicensing of intellectual property contributed to or developed by the Proposed JV. Greenfield carefully considered TerraVault's governance proposal but was ultimately unable to accept a structure that would effectively grant TerraVault veto authority over key operational and strategic decisions disproportionate to its ownership interest.

Valuation of intellectual Property Contribution. The parties were unable to agree on the fair market value of TerraVault's SoilPulse™ technology license contribution to the Proposed JV. Under the Term Sheet, TerraVault's aggregate contribution was contemplated to be Four Million Eight Hundred Thousand Dollars ($4,800,000), comprising both cash and the IP license. TerraVault's counterproposal dated January 23, 2023 demanded that the SoilPulse™ technology license be valued at Three Million Six Hundred Thousand Dollars ($3,600,000), which — when combined with TerraVault's proposed cash contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) — would have resulted in a total contribution of Six Million Dollars ($6,000,000) and implied a fifty percent (50%) equity stake in the Proposed JV, a material deviation from the economic terms set forth in the Term Sheet. Greenfield's position, supported by a preliminary third-party valuation analysis, was that the fair market value of the SoilPulse™ technology license contribution was Two Million Four Hundred Thousand Dollars ($2,400,000), which, when combined with a cash contribution of Two Million Four Hundred Thousand Dollars ($2,400,000), would yield the Four Million Eight Hundred Thousand Dollars ($4,800,000) aggregate contribution and forty percent (40%) equity interest originally contemplated by the Term Sheet.

These impasse issues were further discussed in a telephonic conference between the undersigned and you on February 6, 2023, during which both counsel acknowledged the material gap that persisted between the parties' respective positions on governance and IP valuation. In an effort to resolve the impasse at the principal level, a call was arranged between Marcus J. Linden, Founder and Managing Partner of Greenfield, and Dr. Anand Mehta, Chief Executive Officer of TerraVault, on February 14, 2023. That discussion likewise failed to produce a resolution or a clear path forward on either of the outstanding issues. Having carefully evaluated the status of the negotiations and the nature and scope of the remaining disagreements, Greenfield has concluded that further negotiations are unlikely to result in the execution of a definitive Operating Agreement for the Proposed JV on terms acceptable to Greenfield. Accordingly, Greenfield is terminating negotiations effective as of the date of this letter.

No Definitive Agreement. We wish to confirm explicitly that no definitive Operating Agreement, joint venture agreement, or other binding agreement has been executed between the parties with respect to the Proposed JV, other than (a) the NDA, and (b) those provisions of the Term Sheet dated September 26, 2022 that are expressly designated as binding therein (including, without limitation, the confidentiality, exclusivity, and governing law provisions contained in Section 9 thereof). PrairieSense Technologies LLC was never formed as a legal entity under the laws of the State of Iowa or any other jurisdiction, no articles of organization were filed, and no employer identification number was obtained. Neither Greenfield nor TerraVault has any binding obligation to consummate the Proposed JV, to form PrairieSense Technologies LLC, or to make any capital contribution in connection therewith. The Term Sheet, by its express terms, does not constitute a binding commitment by either party to proceed with the Proposed JV, and the termination of negotiations as set forth herein is fully consistent with the non-binding nature of the Term Sheet.

Survival of the Mutual Non-Disclosure Agreement. Notwithstanding the termination of negotiations regarding the Proposed JV, the Mutual Non-Disclosure Agreement dated July 11, 2022 between Greenfield and TerraVault remains in full force and effect in accordance with its terms, including without limitation the confidentiality period and any post-termination survival provisions set forth therein. Each party's obligations with respect to the confidentiality, non-use, and non-disclosure of Confidential Information (as that term is defined in the NDA) are wholly unaffected by the termination of the joint venture negotiations described in this letter. Greenfield hereby requests that TerraVault and all of its representatives, agents, officers, employees, and advisors — including Whitfield, Carey & Stokes LLP and any other outside advisors who have received Confidential Information of Greenfield — promptly return or destroy all Confidential Information of Greenfield in their possession, custody, or control, in accordance with the applicable return-or-destroy provisions of the NDA. We further request that TerraVault provide written confirmation of such return or destruction to the undersigned within thirty (30) days of the date of this letter, or within such other period as may be specified in the NDA.

Return of Materials and Reciprocal Obligation. Greenfield and Calderwood & Harkness LLP will likewise return or destroy all Confidential Information of TerraVault in our possession, custody, or control, in accordance with the terms and conditions of the NDA, and will provide written confirmation of such return or destruction upon request by TerraVault or your firm. This obligation extends to all drafts of the Operating Agreement and ancillary transaction documents, memoranda, correspondence, notes, analyses, financial models, technical specifications, and any other work product containing, reflecting, or derived from TerraVault's Confidential Information, in each case subject to applicable document-retention obligations imposed by law, regulation, or professional responsibility rules, and subject to the right of Calderwood & Harkness LLP to retain one archival copy of such materials solely for internal conflict-checking and compliance purposes, as permitted by the NDA.

Reservation of Rights. Greenfield expressly reserves all rights, remedies, claims, and defenses available to it under the NDA, the binding provisions of the Term Sheet dated September 26, 2022 (including, without limitation, the confidentiality, non-solicitation, and governing law provisions contained therein), and applicable law, whether at law or in equity, whether now existing or hereafter arising. Nothing in this letter shall be deemed or construed as a waiver, release, or relinquishment of any such right or remedy, and no course of dealing or delay in exercising any right or remedy shall operate as a waiver thereof. This letter is not, and shall not be deemed, an admission of liability, fault, or wrongdoing by Greenfield or any of its representatives with respect to any matter.

Closing. Greenfield sincerely appreciates the considerable time, effort, and resources invested by TerraVault, Dr. Mehta, and Whitfield, Carey & Stokes LLP in pursuing the Proposed JV over these past several months. While the parties were ultimately unable to reach agreement on definitive terms, Greenfield acknowledges the good faith in which TerraVault engaged throughout the negotiation process. Should you have any questions regarding the foregoing, or regarding the logistics of the return or destruction of Confidential Information, please do not hesitate to contact the undersigned at (515) 244-7834 or stung@calderwoodharkness.com.

Sincerely,

CALDERWOOD & HARKNESS LLP

________________________________________

Sandra Tung Partner Calderwood & Harkness LLP 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309 Telephone: (515) 244-7834

Email: stung@calderwoodharkness.com

cc:

Marcus J. Linden, Founder & Managing Partner, Greenfield Agricultural Partners LLC, 4100 Grand Prairie Drive, Suite 300, Des Moines, Iowa 50309

Rachel Yun-Park, Chief Financial Officer, Greenfield Agricultural Partners LLC

Derek Okonkwo, Calderwood & Harkness LLP

Tiffany Rosenthal, Calderwood & Harkness LLP

Enclosures: None

CALDERWOOD & HARKNESS LLP Attorneys at Law 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309
Telephone: (515) 244-7800 Facsimile: (515) 244-7801 www.calderwoodharkness.com
Sandra Tung Partner Direct Dial: (515) 244-7834
Email: stung@calderwoodharkness.com
March 3, 2023
Via Email and First-Class Mail
Jonathan Everett Carey, Esq. Whitfield, Carey & Stokes LLP 233 S. Wacker Drive, Suite 5600 Chicago, Illinois 60606
Re: Proposed Joint Venture Between Greenfield Agricultural Partners LLC and TerraVault BioSciences Inc. — Formation of PrairieSense Technologies LLC Calderwood & Harkness LLP Matter No. 2022-M&A-00437 Termination of Negotiations
Dear Mr. Carey:
As you are aware, this firm represents Greenfield Agricultural Partners LLC, an Iowa limited liability company ("Greenfield"), in connection with the proposed joint venture between Greenfield and TerraVault BioSciences Inc., a Delaware corporation ("TerraVault"). I am writing to formally notify TerraVault, through you as its counsel of record, that Greenfield is hereby terminating all negotiations regarding the proposed formation and capitalization of PrairieSense Technologies LLC (the "Proposed JV"), an Iowa limited liability company that was to be jointly owned and operated by Greenfield and TerraVault. This letter sets forth the basis for that determination and addresses certain continuing obligations of the parties.
Background. By way of brief background, the parties commenced discussions in the summer of 2022 regarding a potential joint venture to develop and commercialize soil-health sensor technology for row-crop farming applications in the Midwest and broader domestic agricultural markets. In furtherance of those discussions, Greenfield and TerraVault executed a Mutual Non-Disclosure Agreement effective July 11, 2022 (the "NDA"), which governed the exchange of proprietary and confidential information between the parties in connection with the evaluation and negotiation of the Proposed JV. Following the exchange of preliminary diligence materials and several rounds of discussion between the principals, Greenfield and TerraVault signed a non-binding term sheet on September 26, 2022 (the "Term Sheet"), which set forth the indicative economic terms and structural framework for the Proposed JV. The Term Sheet contemplated total initial capital commitments of Twelve Million Dollars ($12,000,000), with Greenfield contributing Seven Million Two Hundred Thousand Dollars ($7,200,000) in cash in exchange for a sixty percent (60%) equity interest in the Proposed JV, and TerraVault contributing Four Million Eight Hundred Thousand Dollars ($4,800,000) — consisting of a combination of cash and an intellectual property and technology license contribution — in exchange for a forty percent (40%) equity interest. On the basis of the Term Sheet, Calderwood & Harkness LLP circulated to your firm a first draft of the Operating Agreement of PrairieSense Technologies LLC on November 1, 2022, and a revised second draft reflecting certain comments received from your office on January 9, 2023. Over the intervening months, the parties and their respective counsel engaged in extensive negotiations regarding the definitive terms of the Operating Agreement and related transaction documents, including an in-person negotiation session held in Des Moines, Iowa on December 12, 2022, at which representatives of both Greenfield and TerraVault, together with outside counsel, participated. Notwithstanding these considerable efforts, the parties have been unable to bridge certain fundamental differences, as described below.
Basis for Termination. Despite the good-faith efforts of both parties over the course of approximately seven months, the parties have been unable to reach agreement on definitive terms for the Proposed JV. The principal areas of disagreement that remain unresolved are as follows:
Governance Structure. Greenfield proposed a five-member board of managers for the Proposed JV, with three managers to be appointed by Greenfield and two managers to be appointed by TerraVault, consistent with the sixty/forty percent (60/40%) ownership structure contemplated by the Term Sheet. TerraVault, however, insisted on equal board representation — that is, an equal number of manager appointees for each member — together with broad affirmative consent rights in favor of TerraVault over technology-related decisions, the research and development budget, and sublicensing of intellectual property contributed to or developed by the Proposed JV. Greenfield carefully considered TerraVault's governance proposal but was ultimately unable to accept a structure that would effectively grant TerraVault veto authority over key operational and strategic decisions disproportionate to its ownership interest.
Valuation of intellectual Property Contribution. The parties were unable to agree on the fair market value of TerraVault's SoilPulse™ technology license contribution to the Proposed JV. Under the Term Sheet, TerraVault's aggregate contribution was contemplated to be Four Million Eight Hundred Thousand Dollars ($4,800,000), comprising both cash and the IP license. TerraVault's counterproposal dated January 23, 2023 demanded that the SoilPulse™ technology license be valued at Three Million Six Hundred Thousand Dollars ($3,600,000), which — when combined with TerraVault's proposed cash contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) — would have resulted in a total contribution of Six Million Dollars ($6,000,000) and implied a fifty percent (50%) equity stake in the Proposed JV, a material deviation from the economic terms set forth in the Term Sheet. Greenfield's position, supported by a preliminary third-party valuation analysis, was that the fair market value of the SoilPulse™ technology license contribution was Two Million Four Hundred Thousand Dollars ($2,400,000), which, when combined with a cash contribution of Two Million Four Hundred Thousand Dollars ($2,400,000), would yield the Four Million Eight Hundred Thousand Dollars ($4,800,000) aggregate contribution and forty percent (40%) equity interest originally contemplated by the Term Sheet.
These impasse issues were further discussed in a telephonic conference between the undersigned and you on February 6, 2023, during which both counsel acknowledged the material gap that persisted between the parties' respective positions on governance and IP valuation. In an effort to resolve the impasse at the principal level, a call was arranged between Marcus J. Linden, Founder and Managing Partner of Greenfield, and Dr. Anand Mehta, Chief Executive Officer of TerraVault, on February 14, 2023. That discussion likewise failed to produce a resolution or a clear path forward on either of the outstanding issues. Having carefully evaluated the status of the negotiations and the nature and scope of the remaining disagreements, Greenfield has concluded that further negotiations are unlikely to result in the execution of a definitive Operating Agreement for the Proposed JV on terms acceptable to Greenfield. Accordingly, Greenfield is terminating negotiations effective as of the date of this letter.
No Definitive Agreement. We wish to confirm explicitly that no definitive Operating Agreement, joint venture agreement, or other binding agreement has been executed between the parties with respect to the Proposed JV, other than (a) the NDA, and (b) those provisions of the Term Sheet dated September 26, 2022 that are expressly designated as binding therein (including, without limitation, the confidentiality, exclusivity, and governing law provisions contained in Section 9 thereof). PrairieSense Technologies LLC was never formed as a legal entity under the laws of the State of Iowa or any other jurisdiction, no articles of organization were filed, and no employer identification number was obtained. Neither Greenfield nor TerraVault has any binding obligation to consummate the Proposed JV, to form PrairieSense Technologies LLC, or to make any capital contribution in connection therewith. The Term Sheet, by its express terms, does not constitute a binding commitment by either party to proceed with the Proposed JV, and the termination of negotiations as set forth herein is fully consistent with the non-binding nature of the Term Sheet.
Survival of the Mutual Non-Disclosure Agreement. Notwithstanding the termination of negotiations regarding the Proposed JV, the Mutual Non-Disclosure Agreement dated July 11, 2022 between Greenfield and TerraVault remains in full force and effect in accordance with its terms, including without limitation the confidentiality period and any post-termination survival provisions set forth therein. Each party's obligations with respect to the confidentiality, non-use, and non-disclosure of Confidential Information (as that term is defined in the NDA) are wholly unaffected by the termination of the joint venture negotiations described in this letter. Greenfield hereby requests that TerraVault and all of its representatives, agents, officers, employees, and advisors — including Whitfield, Carey & Stokes LLP and any other outside advisors who have received Confidential Information of Greenfield — promptly return or destroy all Confidential Information of Greenfield in their possession, custody, or control, in accordance with the applicable return-or-destroy provisions of the NDA. We further request that TerraVault provide written confirmation of such return or destruction to the undersigned within thirty (30) days of the date of this letter, or within such other period as may be specified in the NDA.
Return of Materials and Reciprocal Obligation. Greenfield and Calderwood & Harkness LLP will likewise return or destroy all Confidential Information of TerraVault in our possession, custody, or control, in accordance with the terms and conditions of the NDA, and will provide written confirmation of such return or destruction upon request by TerraVault or your firm. This obligation extends to all drafts of the Operating Agreement and ancillary transaction documents, memoranda, correspondence, notes, analyses, financial models, technical specifications, and any other work product containing, reflecting, or derived from TerraVault's Confidential Information, in each case subject to applicable document-retention obligations imposed by law, regulation, or professional responsibility rules, and subject to the right of Calderwood & Harkness LLP to retain one archival copy of such materials solely for internal conflict-checking and compliance purposes, as permitted by the NDA.
Reservation of Rights. Greenfield expressly reserves all rights, remedies, claims, and defenses available to it under the NDA, the binding provisions of the Term Sheet dated September 26, 2022 (including, without limitation, the confidentiality, non-solicitation, and governing law provisions contained therein), and applicable law, whether at law or in equity, whether now existing or hereafter arising. Nothing in this letter shall be deemed or construed as a waiver, release, or relinquishment of any such right or remedy, and no course of dealing or delay in exercising any right or remedy shall operate as a waiver thereof. This letter is not, and shall not be deemed, an admission of liability, fault, or wrongdoing by Greenfield or any of its representatives with respect to any matter.
Closing. Greenfield sincerely appreciates the considerable time, effort, and resources invested by TerraVault, Dr. Mehta, and Whitfield, Carey & Stokes LLP in pursuing the Proposed JV over these past several months. While the parties were ultimately unable to reach agreement on definitive terms, Greenfield acknowledges the good faith in which TerraVault engaged throughout the negotiation process. Should you have any questions regarding the foregoing, or regarding the logistics of the return or destruction of Confidential Information, please do not hesitate to contact the undersigned at (515) 244-7834 or stung@calderwoodharkness.com.
Sincerely,
CALDERWOOD & HARKNESS LLP
________________________________________
Sandra Tung Partner Calderwood & Harkness LLP 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309 Telephone: (515) 244-7834
Email: stung@calderwoodharkness.com
cc:
Marcus J. Linden, Founder & Managing Partner, Greenfield Agricultural Partners LLC, 4100 Grand Prairie Drive, Suite 300, Des Moines, Iowa 50309
Rachel Yun-Park, Chief Financial Officer, Greenfield Agricultural Partners LLC
Derek Okonkwo, Calderwood & Harkness LLP
Tiffany Rosenthal, Calderwood & Harkness LLP
Enclosures: None

CALDERWOOD & HARKNESS LLP Attorneys at Law 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309

CALDERWOOD & HARKNESS LLP

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