1020-00006 · TerraVault BioSciences Inc · Transaction Documents

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CONFIDENTIAL

PRELIMINARY NON-BINDING TERM SHEET

Proposed Joint Venture — PrairieSense Technologies LLC

August 22, 2022

Prepared by: Calderwood & Harkness LLP 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309

On behalf of Greenfield Agricultural Partners LLC

Submitted to:

TerraVault BioSciences Inc. 1720 Innovation Parkway Champaign, Illinois 61820

Attention: Dr. Anand Mehta, Co-Founder & Chief Executive Officer

This preliminary non-binding term sheet (this "Term Sheet") sets forth the principal terms upon which Greenfield Agricultural Partners LLC ("Greenfield") proposes to form and capitalize a joint venture with TerraVault BioSciences Inc. ("TerraVault," and together with Greenfield, the "Parties," and each, a "Party") for the development, manufacturing, and commercialization of integrated soil-health sensor systems for commercial row-crop agriculture in the U.S. Midwest. Except as expressly provided in Section 12 (Confidentiality) and Section 13 (Exclusivity) below, this Term Sheet is not legally binding on either Party and does not constitute a commitment, obligation, or agreement by either Party to consummate the proposed transaction or to enter into any definitive agreement with respect thereto. The definitive terms and conditions of the proposed joint venture will be set forth in a mutually acceptable Operating Agreement and related definitive agreements to be negotiated by the Parties and their respective legal counsel.

The principal terms of the proposed joint venture are as follows:

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, agricultural technology deployment, and rural infrastructure development across the Midwest. The principal contact for Greenfield with respect to the transactions contemplated by this Term Sheet is Marcus J. Linden, Founder & Managing Partner.

1.2 TerraVault BioSciences Inc.

TerraVault BioSciences Inc. is a Delaware corporation qualified to do business in the State of Illinois, with its principal headquarters located at 1720 Innovation Parkway, Champaign, Illinois 61820. TerraVault's Employer Identification Number is 82-6047231. TerraVault is a precision agriculture technology company focused on the development and commercialization of advanced soil-health sensing and diagnostics platforms, including its proprietary SoilPulse™ technology. The principal contact for TerraVault with respect to the transactions contemplated by this Term Sheet is Dr. Anand Mehta, Co-Founder & Chief Executive Officer.

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, execution, and delivery of the definitive Operating Agreement by both Parties. No filing of articles of organization shall be made, and no limited liability company shall be deemed to exist, until such time as the definitive Operating Agreement has been fully executed and all conditions precedent to formation have been satisfied or waived.

2.4 Registered Agent. The registered agent for PrairieSense in the State of Iowa shall be designated in the articles of organization. The Parties propose that the initial registered agent be Capitol Filings Inc., located at 220 E. Court Avenue, Des Moines, Iowa 50309, or such other registered agent as the Parties may mutually agree upon prior to formation.

2.5 Principal Office. The principal office of PrairieSense shall be located in Des Moines, Iowa. The specific address of the principal office shall be determined by the Parties prior to the execution of the definitive Operating Agreement and shall be set forth therein.

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 sensor arrays optimized for large-scale row-crop farming operations, including but not limited to corn, soybean, wheat, and other staple crop production systems prevalent in the target geography.

3.2 Leveraging Complementary Strengths. The joint venture is premised upon the combination of TerraVault's proprietary SoilPulse™ sensor platform technology—including its patented and patent-pending hardware and software components—with Greenfield's deep operational expertise in the agricultural sector, its extensive network of relationships with farm operators, cooperatives, equipment dealers, and agribusiness enterprises, and its significant capital resources and financial management capabilities. The Parties believe that the combination of these complementary strengths will create a differentiated and commercially viable enterprise capable of achieving meaningful market penetration in the target segment.

3.3 Initial Product Focus. The specific initial focus of PrairieSense shall be the development and commercialization of next-generation real-time soil nutrient and moisture sensor arrays for deployment in commercial row-crop farming operations. These sensor arrays are expected to integrate TerraVault's SoilPulse™ platform with Greenfield's knowledge of grower needs, agronomic practices, and field deployment logistics. The detailed product development roadmap, milestones, and budget shall be established in the initial business plan to be approved by the Board of Managers following formation of the Company.

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 PrairieSense, representing sixty percent (60%) of the total initial capitalization of the Company. Greenfield's cash contribution shall be funded in one or more tranches, with the timing, amounts, and conditions of each tranche to be set forth in the definitive Operating Agreement. It is contemplated that a significant portion of the initial cash contribution will be funded at or promptly following the closing of the Operating Agreement, with subsequent tranches to be funded upon the achievement of agreed-upon milestones or as otherwise provided in the Operating Agreement.

4.3 TerraVault Contribution. TerraVault shall contribute a total of Four Million Eight Hundred Thousand Dollars ($4,800,000) to PrairieSense, representing forty percent (40%) of the total initial capitalization of the Company, consisting of the following:

(a) Cash Contribution. Two Million Four Hundred Thousand Dollars ($2,400,000) in cash, to be funded in one or more tranches as set forth in the definitive Operating Agreement; and

(b) intellectual Property Contribution (the "IP Contribution"). Two Million Four Hundred Thousand Dollars ($2,400,000) in the form of a technology license and intellectual property contribution, consisting of an exclusive license to PrairieSense of TerraVault's SoilPulse™ technology platform (as more fully described in Section 7 below), including rights under U.S. Patent No. 10,842,317 (issued March 9, 2021), pending U.S. Patent Application No. 17/509,664 (filed October 25, 2021), and related know-how, trade secrets, software, and technical documentation. For purposes of this Term Sheet, the IP Contribution is valued at Two Million Four Hundred Thousand Dollars ($2,400,000).

The Parties acknowledge and agree that the valuation methodology and the final agreed-upon value of the IP Contribution shall be subject to further due diligence and negotiation between the Parties (and their respective financial, technical, and legal advisors) and will be definitively set forth in the Operating Agreement. The Parties intend to engage a mutually acceptable independent appraiser or to agree upon another reasonable methodology for purposes of establishing the fair market value of the IP Contribution for tax and accounting purposes.

4.4 Additional Capital Contributions. The definitive Operating Agreement shall include a mechanism for additional capital calls to be made upon the members of PrairieSense in the event that the Board of Managers determines that additional capital is required for the operations or growth of the Company. Such mechanism shall include provisions addressing, among other things, the process for approving and issuing capital calls, the timing and manner of funding, the consequences of a member's failure to fund its pro rata share of any capital call (including, without limitation, provisions regarding the dilution of the membership interest of any non-contributing member), and any protective rights afforded to minority members in connection therewith.

4.5 Proposed Credit Facility. In addition to the equity capitalization described above, the Parties contemplate that PrairieSense may seek to obtain a revolving credit facility of up to Four Million Dollars ($4,000,000) from a third-party commercial lender to support the Company's working capital needs and general corporate purposes. Preliminary discussions regarding the potential availability and terms of such a credit facility have been initiated by Greenfield with Heartland National Bank, N.A. (contact: Douglas Fenn, Senior Vice President, Agribusiness Lending). The terms and conditions of any such credit facility, including any guarantees, pledges, or other credit support to be provided by the members or the Company, shall be subject to further negotiation and approval by the Board of Managers and the members of PrairieSense, as applicable.

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 anticipated that, except as otherwise provided in the Operating Agreement (including with respect to governance, consent rights, and protective provisions), the Class A Units and Class B Units shall share equally on a per-unit basis in all distributions, allocations of profits and losses, and other economic attributes of the Company.

5.3 Transfer Restrictions. All membership interests in PrairieSense shall be subject to transfer restrictions, rights of first refusal, tag-along rights, drag-along rights, and such other restrictions on transfer as shall be set forth in the Operating Agreement. A summary of the proposed transfer restriction framework is set forth in Section 10 below.

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 Greenfield-appointed managers shall serve as the Chairperson of the Board (the "Chairperson"). The Chairperson shall preside over meetings of the Board and shall have such other duties and responsibilities as may be set forth in the Operating Agreement; provided, however, that the Chairperson shall not have a tie-breaking or casting vote except as may otherwise be agreed upon by the Parties.

Each Party shall have the right, at any time and from time to time, to remove and replace any manager appointed by such Party, in its sole discretion, upon written notice to the other Party and the Company.

6.2 Voting. The Board shall act on the following basis:

(a) Ordinary Matters. Ordinary matters of Company business shall be decided by a simple majority vote of the managers present at a duly convened meeting of the Board at which a quorum is present (or by written consent in lieu of a meeting, as permitted by the Operating Agreement).

(b) Major Decisions. Certain significant actions and decisions of the Company (each, a "Major Decision") shall require either a supermajority vote (e.g., four of five managers) or the unanimous approval of all managers of the Board, as shall be specified in the Operating Agreement. The Parties anticipate that Major Decisions shall include, without limitation, the following:

(i) any amendment, modification, or waiver of any provision of the Operating Agreement or the articles of organization of PrairieSense;

(ii) the authorization, issuance, or sale of any additional membership interests, equity securities, or equity-linked instruments of the Company;

(iii) the incurrence of any indebtedness or the granting of any liens on Company assets in excess of a specified threshold amount (to be agreed upon);

(iv) the approval of the Company's annual operating budget and any material deviations therefrom;

(v) the entry into, material amendment of, or termination of any contract involving aggregate consideration or obligations in excess of a specified threshold amount (to be agreed upon);

(vi) the voluntary dissolution, winding up, or liquidation of the Company, or the filing of any petition for bankruptcy or insolvency;

(vii) the admission of any new member to the Company;

(viii) any merger, consolidation, reorganization, or sale of all or substantially all of the assets of the Company;

(ix) the initiation or settlement of any material litigation or regulatory proceeding involving the Company; and

(x) such other matters as the Parties may agree to designate as Major Decisions in the Operating Agreement.

6.3 Officers. The day-to-day business and affairs of PrairieSense shall be managed by officers appointed by the Board. The officers of the Company shall serve at the pleasure of the Board and shall have such titles, duties, authority, and compensation as shall be determined by the Board and set forth in the Operating Agreement or resolutions of the Board. The Parties propose the following initial officer structure:

(a) Chief Executive Officer (CEO). The identity and qualifications of the initial CEO shall be determined by the Board. The Parties agree to work cooperatively to identify and recruit a qualified candidate for this position prior to or promptly following the formation of the Company.

(b) Chief Financial Officer (CFO). The identity and qualifications of the initial CFO shall be determined by the Board. The Parties agree to work cooperatively to identify and recruit a qualified candidate for this position prior to or promptly following the formation of the Company.

(c) Chief Technology Officer (CTO). The CTO position shall be filled by a nominee of TerraVault, subject to the approval of the Board. It is contemplated that the CTO will be responsible for overseeing all aspects of product development, engineering, and technology strategy for PrairieSense, leveraging TerraVault's SoilPulse™ platform and related technical expertise.

6.4 Deadlock Resolution. The definitive Operating Agreement shall include a mechanism for the resolution of deadlocks arising from the inability of the Board to reach the requisite vote on any matter requiring Board approval. Such mechanism shall be negotiated in good faith by the Parties and may include, without limitation, one or more of the following elements: (a) escalation of the disputed matter to the respective senior principals of each Party (i.e., Marcus J. Linden for Greenfield and Dr. Anand Mehta for TerraVault) for a specified negotiation period; (b) engagement of a neutral, third-party mediator to assist the Parties in resolving the deadlock; and (c) implementation of buy-sell or "shotgun" provisions pursuant to which either Party may trigger a process for the acquisition by one Party of the other Party's membership interest in the Company at a price and on terms determined in accordance with a specified methodology. The specific terms and conditions of the deadlock resolution mechanism shall be set forth in the Operating Agreement.

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 limitation, the following:

(a) U.S. Patent No. 10,842,317, entitled "Integrated Multi-Parameter Soil Nutrient and Moisture Sensing Array," issued on March 9, 2021;

(b) U.S. Patent Application No. 17/509,664, entitled "Real-Time Soil Health Monitoring System with Predictive Analytics Module," filed on October 25, 2021, and any patent issuing therefrom;

(c) SoilPulse™ trademark, U.S. Registration No. 6,318,205, as registered with the United States Patent and Trademark Office;

(d) all related trade secrets, proprietary know-how, software (including source code and object code), algorithms, data models, technical documentation, engineering specifications, manufacturing processes, and other confidential technical information owned or controlled by TerraVault that is necessary or useful for the development, manufacture, and commercialization of products and services within the Field of Use; and

(e) any improvements, enhancements, or modifications to the foregoing made by TerraVault during the term of the License.

For purposes of this Term Sheet, the "Field of Use" shall mean the development, manufacturing, marketing, sale, distribution, installation, maintenance, and support of soil-health sensor systems and related products and services for use in commercial row-crop agriculture in the United States.

7.2 Ownership of Improvements. Any improvements, enhancements, modifications, derivative works, or new intellectual property developed by or on behalf of PrairieSense (whether by PrairieSense employees, contractors, or agents) in the course of developing, manufacturing, or commercializing products and services based upon or incorporating the SoilPulse™ technology (collectively, "PrairieSense Improvements") shall be owned by PrairieSense; provided, however, that TerraVault shall retain sole ownership of the underlying SoilPulse™ base intellectual property (including the patents, patent applications, trademarks, trade secrets, and know-how described in Section 7.1 above). The respective rights of PrairieSense and TerraVault with respect to PrairieSense Improvements, including any license-back or cross-license rights in favor of TerraVault for use outside the Field of Use, shall be set forth in the definitive technology license agreement.

7.3 License Terms. The License shall be granted on the following key terms, subject to further negotiation and documentation in the definitive technology license agreement:

(a) Royalty. The License shall be royalty-free within the Field of Use for the duration of the joint venture (i.e., for so long as PrairieSense remains a going concern and both Parties remain members of PrairieSense);

(b) Term. The License shall remain in effect for the full term of the joint venture, subject to earlier termination as provided herein and in the definitive agreements;

(c) Termination. The License shall terminate upon the dissolution of PrairieSense or the withdrawal or removal of TerraVault as a member of PrairieSense, in each case subject to negotiation of reasonable wind-down rights to be granted to PrairieSense and/or Greenfield (including, without limitation, a transitional license period to permit the orderly completion of existing contracts, fulfillment of warranty obligations, and wind-down of operations); and

(d) Exclusivity. Within the Field of Use, the License shall be exclusive, meaning that TerraVault shall not grant any other license or right to any third party to use the SoilPulse™ technology within the Field of Use during the term of the License, subject to any carve-outs for existing pilot program agreements to be identified and agreed upon during due diligence.

7.4 IP Due Diligence. Greenfield and its advisors reserve the right to conduct customary intellectual property due diligence on TerraVault's patent portfolio, trademark registrations, trade secrets, software, and related technology prior to the execution of the definitive agreements. Such due diligence may include, without limitation, review of patent prosecution histories, freedom-to-operate analyses, assessment of the scope and enforceability of issued patents and pending applications, review of existing license agreements and encumbrances, and evaluation of TerraVault's internal IP protection and documentation practices. TerraVault shall cooperate in good faith with such due diligence in accordance with Section 14 below.

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, partnership, licensing arrangement, or other business combination), license, sell, distribute, market, or otherwise make available the SoilPulse™ technology, or any competing soil-health sensor technology (meaning any technology, product, or service that is substantially similar to, or that performs the same or substantially similar functions as, the SoilPulse™ technology), to any third party for use in commercial row-crop agriculture within the following U.S. states (the "Restricted Territory"): Iowa, Illinois, Indiana, Minnesota, Wisconsin, Missouri, Nebraska, Kansas, South Dakota, North Dakota, and Ohio.

(b) Greenfield Non-Compete. During the Non-Compete Period and within the Restricted Territory, Greenfield agrees that it shall not, directly or indirectly (whether individually, through any affiliate, subsidiary, or related entity, or through any joint venture, partnership, or other business combination), invest in, develop, manufacture, market, or commercialize any soil-health sensor technology that directly competes with the SoilPulse™ technology or the products and services of PrairieSense, other than through PrairieSense.

(c) Scope and Enforceability. The precise scope, duration, and geographic limitations of the non-compete covenants described above, as well as any exceptions or carve-outs thereto, shall be further negotiated and set forth in the definitive Operating Agreement and/or a separate restrictive covenant agreement. The Parties acknowledge that the enforceability of such non-compete covenants will be subject to applicable law and intend to craft provisions that are reasonable in scope and enforceable in all relevant jurisdictions.

8.2 Non-Solicitation. During the term of the joint venture and for a period of two (2) years following the termination or dissolution of PrairieSense, neither Party shall, directly or indirectly, solicit, recruit, hire, or attempt to solicit, recruit, or hire any key employee, officer, or consultant of the other Party or of PrairieSense, without the prior written consent of the employing Party or PrairieSense, as applicable. The definition of "key employee" and the specific terms and conditions of the mutual non-solicitation covenant (including any exceptions for unsolicited applications, general advertising, and the like) shall be defined in the definitive Operating Agreement.

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 to:

(a) Working Capital Reserves. The maintenance of reasonable working capital reserves as determined by the Board in its reasonable discretion, taking into account the Company's operating needs, capital expenditure requirements, debt service obligations, and other foreseeable cash requirements;

(b) Tax Distributions. Mandatory tax distributions in amounts sufficient to cover each member's estimated federal and state income tax liabilities arising from the allocation of taxable income or gain from PrairieSense operations to such member, calculated at the highest applicable combined marginal tax rate, as shall be specified in the Operating Agreement; and

(c) Compliance with Law and Contractual Obligations. Compliance with applicable law and the terms of any credit facility or other contractual obligations of the Company that may restrict or limit the Company's ability to make distributions.

9.3 Distribution Waterfall. The detailed distribution waterfall, including any preferred return provisions, return of capital priorities, and catch-up mechanisms, shall be negotiated and set forth in the Operating Agreement.

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 below.

10.2 Permitted Transfers. Notwithstanding Section 10.1, transfers to permitted transferees (such as affiliates, subsidiaries, or controlled entities of the transferring member) shall be permitted without the consent of the non-transferring member, subject to customary conditions (including the requirement that the transferee agree in writing to be bound by the terms of the Operating Agreement). The specific definition of "permitted transferee" and the conditions applicable to permitted transfers shall be set forth in the Operating Agreement.

10.3 Right of First Refusal. In the event that either member proposes to transfer all or any portion of its membership interest to a third party (other than a permitted transferee), the non-transferring member shall have a right of first refusal to purchase the interest proposed to be transferred, on the same terms and conditions offered by the proposed third-party transferee. The procedural mechanics of the right of first refusal (including notice requirements, exercise periods, and closing procedures) shall be set forth in the Operating Agreement.

10.4 Tag-Along and Drag-Along Rights. The Operating Agreement shall include tag-along rights (permitting the non-transferring member to participate, on a pro rata basis, in any transfer of membership interests to a third party) and drag-along rights (permitting a member holding a specified minimum percentage of the total membership interests to compel the other member to participate in a sale of all membership interests to a third party). The applicable thresholds, conditions, and procedures for the exercise of tag-along and drag-along rights shall be set forth in the Operating Agreement.

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:

(a) the mutual written agreement of both members to dissolve the Company;

(b) the expiration of the initial term (or any renewal term) without the members having agreed in writing to renew or extend the term;

(c) a material default by either member under the Operating Agreement that remains uncured after notice and the expiration of any applicable cure period specified therein;

(d) entry of a judicial order of dissolution pursuant to the Iowa Revised Uniform Limited Liability Company Act or other applicable law; or

(e) such other events as may be specified in the Operating Agreement as triggering dissolution.

11.3 Wind-Down and Liquidation. Upon the dissolution of PrairieSense, the Company shall be wound down in an orderly manner. The Board (or a liquidating trustee or agent appointed by the Board or by the members) shall proceed to collect the Company's assets, discharge or make provision for all of its liabilities and obligations, and distribute any remaining proceeds to the members in accordance with their respective capital account balances, as determined in accordance with the Operating Agreement and applicable provisions of the Internal Revenue Code and Treasury Regulations. The detailed procedures for winding up and liquidation shall be set forth in the Operating Agreement.

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 with the proposed joint venture (collectively, "Confidential Information") shall be treated as strictly confidential by each Party and shall not be disclosed to any third party without the prior written consent of the other Party, except as may be required by applicable law, regulation, or legal process, or as otherwise permitted under the terms of the Mutual Non-Disclosure Agreement between Greenfield and TerraVault, effective as of July 11, 2022 (the "NDA"). Each Party may disclose Confidential Information to its directors, officers, employees, advisors, attorneys, accountants, and other representatives on a need-to-know basis, provided that such recipients are bound by obligations of confidentiality no less restrictive than those set forth herein and in the NDA.

12.2 Survival. The confidentiality obligations set forth in this Section 12 and in the NDA shall survive any termination of discussions regarding the proposed joint venture, any expiration of this Term Sheet, and any decision by either Party not to proceed with the proposed transaction, and shall continue in full force and effect for the period specified in the NDA.

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 officers, directors, employees, agents, advisors, and representatives not to, directly or indirectly:

(a) solicit, initiate, encourage, facilitate, or respond to any inquiry, proposal, or offer from any third party regarding (i) a joint venture, partnership, strategic alliance, or similar arrangement involving the SoilPulse™ technology for use in commercial row-crop agriculture, or (ii) a sale, license (other than existing pilot program agreements previously disclosed to Greenfield), assignment, or other disposition of TerraVault's SoilPulse™ intellectual property for use in commercial row-crop agriculture;

(b) negotiate, enter into, or consummate any agreement, arrangement, or understanding with any third party with respect to any of the foregoing transactions; or

(c) provide any non-public information concerning TerraVault's SoilPulse™ technology to any third party in connection with any of the foregoing transactions.

13.2 Extension. The Exclusivity Period may be extended by mutual written agreement of the Parties.

13.3 Notification. During the Exclusivity Period, TerraVault shall promptly notify Greenfield of any unsolicited contact, inquiry, or proposal received by TerraVault or any of its representatives from any third party in connection with any of the transactions described in Section 13.1 above.

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 diligence shall include, without limitation, review and analysis of TerraVault's corporate records, organizational documents, capitalization, material contracts, financial statements (including audited and unaudited financial statements for the most recently completed fiscal years), tax returns, intellectual property portfolio, pending and threatened litigation, regulatory compliance, employee matters, and any other matters that Greenfield deems relevant to the proposed transaction.

14.2 Cooperation. TerraVault agrees to cooperate in good faith with Greenfield and its advisors throughout the due diligence process and to provide reasonable and timely access to information, documents, records, key personnel, and facilities as may be reasonably requested by Greenfield. TerraVault shall use commercially reasonable efforts to respond to due diligence requests within a reasonable period and to make its officers, employees, and technical personnel available for meetings and discussions as reasonably requested by Greenfield.

14.3 TerraVault Due Diligence. TerraVault shall likewise have the right to conduct such due diligence on Greenfield as it deems appropriate, and Greenfield agrees to cooperate in good faith with such review.

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) the final valuation of TerraVault's IP Contribution; (ii) the governance structure, consent rights, and protective provisions applicable to Major Decisions; and (iii) the scope, duration, and geographic limitations of the non-compete covenants;

(c) negotiation, execution, and delivery of the definitive Operating Agreement and all ancillary agreements (including, without limitation, the technology license agreement, any employment or consulting agreements, and any intellectual property assignment or contribution agreements);

(d) receipt of all necessary internal approvals from each Party, including approvals from each Party's respective board of directors (or equivalent governing body), members, or partners, as applicable;

(e) receipt of any required third-party consents, including, if applicable, any consents or waivers required from TerraVault's existing investors, Meridian Venture Partners and Bluestem Capital Group, or pursuant to any existing agreements to which TerraVault is a party that may be implicated by the proposed transaction;

(f) satisfactory tax structuring analysis, to be coordinated with Clarendon & Marsh CPAs LLP on behalf of Greenfield, confirming that the proposed joint venture structure is tax-efficient and does not give rise to any material adverse tax consequences for either Party or the Company; and

(g) such other conditions as the Parties may mutually agree upon during the course of negotiations.

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. Neither Party shall have any claim against the other Party for reimbursement of any such costs and expenses in the event that the proposed transaction does not proceed for any reason.

16.2 Advisors. The Parties' respective external advisors are as follows:

(a) Greenfield's Legal Counsel: Calderwood & Harkness LLP, 800 Walnut Street, Suite 2400, Des Moines, Iowa 50309; Contact: Sandra Tung, Partner.

(b) TerraVault's Legal Counsel: Whitfield, Carey & Stokes LLP, 233 S. Wacker Drive, Suite 5600, Chicago, Illinois 60606; Contact: Jonathan Everett Carey, Partner.

(c) TerraVault's Financial Advisor: Ridgeline Advisors LLC, 444 N. Michigan Avenue, Suite 1800, Chicago, Illinois 60611; Contact: Catherine Holloway, Managing Director.

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 application of the laws of any other jurisdiction.

17.2 The definitive Operating Agreement and all ancillary agreements to be entered into in connection with the proposed joint venture shall likewise be governed by the laws of the State of Iowa.

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 no Party shall have any obligation (express, implied, or otherwise) to consummate the proposed joint venture or to enter into any definitive agreement with respect thereto solely by reason of the execution, delivery, or acknowledgment of this Term Sheet.

18.2 Right to Terminate Discussions. Either Party may, in its sole and absolute discretion, terminate discussions and negotiations regarding the proposed joint venture at any time, for any reason or for no reason, without liability or obligation to the other Party (other than with respect to the binding obligations set forth in Sections 12 and 13).

18.3 No Binding Commitment Until Definitive Agreements. No binding commitment or obligation of either Party with respect to the formation, capitalization, governance, or operation of the proposed joint venture shall exist unless and until the definitive Operating Agreement and all related definitive agreements have been duly negotiated, executed, and delivered by both Parties. Until such time, all discussions, negotiations, drafts, and proposals are subject to the terms and limitations of this Section 18.

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 or impair the continuing obligations of the Parties under the NDA.

[Remainder of page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO PRELIMINARY NON-BINDING TERM SHEET Proposed Joint Venture — PrairieSense Technologies LLC

IN WITNESS WHEREOF, the undersigned have executed this Preliminary Non-Binding Term Sheet as of the date first set forth above.

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Marcus J. Linden

Title: Founder & Managing Partner

Date: August 22, 2022

Address:

4100 Grand Prairie Drive, Suite 300 Des Moines, Iowa 50309

Acknowledged and Received (for discussion purposes only; does not constitute acceptance of any binding obligation other than Sections 12 and 13):

TERRAVAULT BIOSCIENCES INC.

By: ________

Name: Dr. Anand Mehta

Title: Co-Founder & Chief Executive Officer

Date: ________

Address:

1720 Innovation Parkway Champaign, Illinois 61820

Prepared by: Calderwood & Harkness LLP 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309

Matter No. 2022-M&A-00437

Contact: Sandra Tung, Partner Derek Okonkwo, Associate

Telephone: (515) 555-2400

Email: stung@calderwoodharkness.com / dokonkwo@calderwoodharkness.com

Prepared on behalf of Greenfield Agricultural Partners LLC.

Member	Membership Interest	Unit Class
Greenfield Agricultural Partners LLC	60%	Class A Units
TerraVault BioSciences Inc.	40%	Class B Units

CONFIDENTIAL
PRELIMINARY NON-BINDING TERM SHEET
Proposed Joint Venture — PrairieSense Technologies LLC
August 22, 2022
Prepared by: Calderwood & Harkness LLP 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309
On behalf of Greenfield Agricultural Partners LLC
Submitted to:
TerraVault BioSciences Inc. 1720 Innovation Parkway Champaign, Illinois 61820
Attention: Dr. Anand Mehta, Co-Founder & Chief Executive Officer
This preliminary non-binding term sheet (this "Term Sheet") sets forth the principal terms upon which Greenfield Agricultural Partners LLC ("Greenfield") proposes to form and capitalize a joint venture with TerraVault BioSciences Inc. ("TerraVault," and together with Greenfield, the "Parties," and each, a "Party") for the development, manufacturing, and commercialization of integrated soil-health sensor systems for commercial row-crop agriculture in the U.S. Midwest. Except as expressly provided in Section 12 (Confidentiality) and Section 13 (Exclusivity) below, this Term Sheet is not legally binding on either Party and does not constitute a commitment, obligation, or agreement by either Party to consummate the proposed transaction or to enter into any definitive agreement with respect thereto. The definitive terms and conditions of the proposed joint venture will be set forth in a mutually acceptable Operating Agreement and related definitive agreements to be negotiated by the Parties and their respective legal counsel.
The principal terms of the proposed joint venture are as follows:
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, agricultural technology deployment, and rural infrastructure development across the Midwest. The principal contact for Greenfield with respect to the transactions contemplated by this Term Sheet is Marcus J. Linden, Founder & Managing Partner.
1.2 TerraVault BioSciences Inc.
TerraVault BioSciences Inc. is a Delaware corporation qualified to do business in the State of Illinois, with its principal headquarters located at 1720 Innovation Parkway, Champaign, Illinois 61820. TerraVault's Employer Identification Number is 82-6047231. TerraVault is a precision agriculture technology company focused on the development and commercialization of advanced soil-health sensing and diagnostics platforms, including its proprietary SoilPulse™ technology. The principal contact for TerraVault with respect to the transactions contemplated by this Term Sheet is Dr. Anand Mehta, Co-Founder & Chief Executive Officer.
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, execution, and delivery of the definitive Operating Agreement by both Parties. No filing of articles of organization shall be made, and no limited liability company shall be deemed to exist, until such time as the definitive Operating Agreement has been fully executed and all conditions precedent to formation have been satisfied or waived.
2.4 Registered Agent. The registered agent for PrairieSense in the State of Iowa shall be designated in the articles of organization. The Parties propose that the initial registered agent be Capitol Filings Inc., located at 220 E. Court Avenue, Des Moines, Iowa 50309, or such other registered agent as the Parties may mutually agree upon prior to formation.
2.5 Principal Office. The principal office of PrairieSense shall be located in Des Moines, Iowa. The specific address of the principal office shall be determined by the Parties prior to the execution of the definitive Operating Agreement and shall be set forth therein.
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 sensor arrays optimized for large-scale row-crop farming operations, including but not limited to corn, soybean, wheat, and other staple crop production systems prevalent in the target geography.
3.2 Leveraging Complementary Strengths. The joint venture is premised upon the combination of TerraVault's proprietary SoilPulse™ sensor platform technology—including its patented and patent-pending hardware and software components—with Greenfield's deep operational expertise in the agricultural sector, its extensive network of relationships with farm operators, cooperatives, equipment dealers, and agribusiness enterprises, and its significant capital resources and financial management capabilities. The Parties believe that the combination of these complementary strengths will create a differentiated and commercially viable enterprise capable of achieving meaningful market penetration in the target segment.
3.3 Initial Product Focus. The specific initial focus of PrairieSense shall be the development and commercialization of next-generation real-time soil nutrient and moisture sensor arrays for deployment in commercial row-crop farming operations. These sensor arrays are expected to integrate TerraVault's SoilPulse™ platform with Greenfield's knowledge of grower needs, agronomic practices, and field deployment logistics. The detailed product development roadmap, milestones, and budget shall be established in the initial business plan to be approved by the Board of Managers following formation of the Company.
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 PrairieSense, representing sixty percent (60%) of the total initial capitalization of the Company. Greenfield's cash contribution shall be funded in one or more tranches, with the timing, amounts, and conditions of each tranche to be set forth in the definitive Operating Agreement. It is contemplated that a significant portion of the initial cash contribution will be funded at or promptly following the closing of the Operating Agreement, with subsequent tranches to be funded upon the achievement of agreed-upon milestones or as otherwise provided in the Operating Agreement.
4.3 TerraVault Contribution. TerraVault shall contribute a total of Four Million Eight Hundred Thousand Dollars ($4,800,000) to PrairieSense, representing forty percent (40%) of the total initial capitalization of the Company, consisting of the following:
(a) Cash Contribution. Two Million Four Hundred Thousand Dollars ($2,400,000) in cash, to be funded in one or more tranches as set forth in the definitive Operating Agreement; and
(b) intellectual Property Contribution (the "IP Contribution"). Two Million Four Hundred Thousand Dollars ($2,400,000) in the form of a technology license and intellectual property contribution, consisting of an exclusive license to PrairieSense of TerraVault's SoilPulse™ technology platform (as more fully described in Section 7 below), including rights under U.S. Patent No. 10,842,317 (issued March 9, 2021), pending U.S. Patent Application No. 17/509,664 (filed October 25, 2021), and related know-how, trade secrets, software, and technical documentation. For purposes of this Term Sheet, the IP Contribution is valued at Two Million Four Hundred Thousand Dollars ($2,400,000).
The Parties acknowledge and agree that the valuation methodology and the final agreed-upon value of the IP Contribution shall be subject to further due diligence and negotiation between the Parties (and their respective financial, technical, and legal advisors) and will be definitively set forth in the Operating Agreement. The Parties intend to engage a mutually acceptable independent appraiser or to agree upon another reasonable methodology for purposes of establishing the fair market value of the IP Contribution for tax and accounting purposes.
4.4 Additional Capital Contributions. The definitive Operating Agreement shall include a mechanism for additional capital calls to be made upon the members of PrairieSense in the event that the Board of Managers determines that additional capital is required for the operations or growth of the Company. Such mechanism shall include provisions addressing, among other things, the process for approving and issuing capital calls, the timing and manner of funding, the consequences of a member's failure to fund its pro rata share of any capital call (including, without limitation, provisions regarding the dilution of the membership interest of any non-contributing member), and any protective rights afforded to minority members in connection therewith.
4.5 Proposed Credit Facility. In addition to the equity capitalization described above, the Parties contemplate that PrairieSense may seek to obtain a revolving credit facility of up to Four Million Dollars ($4,000,000) from a third-party commercial lender to support the Company's working capital needs and general corporate purposes. Preliminary discussions regarding the potential availability and terms of such a credit facility have been initiated by Greenfield with Heartland National Bank, N.A. (contact: Douglas Fenn, Senior Vice President, Agribusiness Lending). The terms and conditions of any such credit facility, including any guarantees, pledges, or other credit support to be provided by the members or the Company, shall be subject to further negotiation and approval by the Board of Managers and the members of PrairieSense, as applicable.
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 anticipated that, except as otherwise provided in the Operating Agreement (including with respect to governance, consent rights, and protective provisions), the Class A Units and Class B Units shall share equally on a per-unit basis in all distributions, allocations of profits and losses, and other economic attributes of the Company.
5.3 Transfer Restrictions. All membership interests in PrairieSense shall be subject to transfer restrictions, rights of first refusal, tag-along rights, drag-along rights, and such other restrictions on transfer as shall be set forth in the Operating Agreement. A summary of the proposed transfer restriction framework is set forth in Section 10 below.
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 Greenfield-appointed managers shall serve as the Chairperson of the Board (the "Chairperson"). The Chairperson shall preside over meetings of the Board and shall have such other duties and responsibilities as may be set forth in the Operating Agreement; provided, however, that the Chairperson shall not have a tie-breaking or casting vote except as may otherwise be agreed upon by the Parties.
Each Party shall have the right, at any time and from time to time, to remove and replace any manager appointed by such Party, in its sole discretion, upon written notice to the other Party and the Company.
6.2 Voting. The Board shall act on the following basis:
(a) Ordinary Matters. Ordinary matters of Company business shall be decided by a simple majority vote of the managers present at a duly convened meeting of the Board at which a quorum is present (or by written consent in lieu of a meeting, as permitted by the Operating Agreement).
(b) Major Decisions. Certain significant actions and decisions of the Company (each, a "Major Decision") shall require either a supermajority vote (e.g., four of five managers) or the unanimous approval of all managers of the Board, as shall be specified in the Operating Agreement. The Parties anticipate that Major Decisions shall include, without limitation, the following:
(i) any amendment, modification, or waiver of any provision of the Operating Agreement or the articles of organization of PrairieSense;
(ii) the authorization, issuance, or sale of any additional membership interests, equity securities, or equity-linked instruments of the Company;
(iii) the incurrence of any indebtedness or the granting of any liens on Company assets in excess of a specified threshold amount (to be agreed upon);
(iv) the approval of the Company's annual operating budget and any material deviations therefrom;
(v) the entry into, material amendment of, or termination of any contract involving aggregate consideration or obligations in excess of a specified threshold amount (to be agreed upon);
(vi) the voluntary dissolution, winding up, or liquidation of the Company, or the filing of any petition for bankruptcy or insolvency;
(vii) the admission of any new member to the Company;
(viii) any merger, consolidation, reorganization, or sale of all or substantially all of the assets of the Company;
(ix) the initiation or settlement of any material litigation or regulatory proceeding involving the Company; and
(x) such other matters as the Parties may agree to designate as Major Decisions in the Operating Agreement.
6.3 Officers. The day-to-day business and affairs of PrairieSense shall be managed by officers appointed by the Board. The officers of the Company shall serve at the pleasure of the Board and shall have such titles, duties, authority, and compensation as shall be determined by the Board and set forth in the Operating Agreement or resolutions of the Board. The Parties propose the following initial officer structure:
(a) Chief Executive Officer (CEO). The identity and qualifications of the initial CEO shall be determined by the Board. The Parties agree to work cooperatively to identify and recruit a qualified candidate for this position prior to or promptly following the formation of the Company.
(b) Chief Financial Officer (CFO). The identity and qualifications of the initial CFO shall be determined by the Board. The Parties agree to work cooperatively to identify and recruit a qualified candidate for this position prior to or promptly following the formation of the Company.
(c) Chief Technology Officer (CTO). The CTO position shall be filled by a nominee of TerraVault, subject to the approval of the Board. It is contemplated that the CTO will be responsible for overseeing all aspects of product development, engineering, and technology strategy for PrairieSense, leveraging TerraVault's SoilPulse™ platform and related technical expertise.
6.4 Deadlock Resolution. The definitive Operating Agreement shall include a mechanism for the resolution of deadlocks arising from the inability of the Board to reach the requisite vote on any matter requiring Board approval. Such mechanism shall be negotiated in good faith by the Parties and may include, without limitation, one or more of the following elements: (a) escalation of the disputed matter to the respective senior principals of each Party (i.e., Marcus J. Linden for Greenfield and Dr. Anand Mehta for TerraVault) for a specified negotiation period; (b) engagement of a neutral, third-party mediator to assist the Parties in resolving the deadlock; and (c) implementation of buy-sell or "shotgun" provisions pursuant to which either Party may trigger a process for the acquisition by one Party of the other Party's membership interest in the Company at a price and on terms determined in accordance with a specified methodology. The specific terms and conditions of the deadlock resolution mechanism shall be set forth in the Operating Agreement.
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 limitation, the following:
(a) U.S. Patent No. 10,842,317, entitled "Integrated Multi-Parameter Soil Nutrient and Moisture Sensing Array," issued on March 9, 2021;
(b) U.S. Patent Application No. 17/509,664, entitled "Real-Time Soil Health Monitoring System with Predictive Analytics Module," filed on October 25, 2021, and any patent issuing therefrom;
(c) SoilPulse™ trademark, U.S. Registration No. 6,318,205, as registered with the United States Patent and Trademark Office;
(d) all related trade secrets, proprietary know-how, software (including source code and object code), algorithms, data models, technical documentation, engineering specifications, manufacturing processes, and other confidential technical information owned or controlled by TerraVault that is necessary or useful for the development, manufacture, and commercialization of products and services within the Field of Use; and
(e) any improvements, enhancements, or modifications to the foregoing made by TerraVault during the term of the License.
For purposes of this Term Sheet, the "Field of Use" shall mean the development, manufacturing, marketing, sale, distribution, installation, maintenance, and support of soil-health sensor systems and related products and services for use in commercial row-crop agriculture in the United States.
7.2 Ownership of Improvements. Any improvements, enhancements, modifications, derivative works, or new intellectual property developed by or on behalf of PrairieSense (whether by PrairieSense employees, contractors, or agents) in the course of developing, manufacturing, or commercializing products and services based upon or incorporating the SoilPulse™ technology (collectively, "PrairieSense Improvements") shall be owned by PrairieSense; provided, however, that TerraVault shall retain sole ownership of the underlying SoilPulse™ base intellectual property (including the patents, patent applications, trademarks, trade secrets, and know-how described in Section 7.1 above). The respective rights of PrairieSense and TerraVault with respect to PrairieSense Improvements, including any license-back or cross-license rights in favor of TerraVault for use outside the Field of Use, shall be set forth in the definitive technology license agreement.
7.3 License Terms. The License shall be granted on the following key terms, subject to further negotiation and documentation in the definitive technology license agreement:
(a) Royalty. The License shall be royalty-free within the Field of Use for the duration of the joint venture (i.e., for so long as PrairieSense remains a going concern and both Parties remain members of PrairieSense);
(b) Term. The License shall remain in effect for the full term of the joint venture, subject to earlier termination as provided herein and in the definitive agreements;
(c) Termination. The License shall terminate upon the dissolution of PrairieSense or the withdrawal or removal of TerraVault as a member of PrairieSense, in each case subject to negotiation of reasonable wind-down rights to be granted to PrairieSense and/or Greenfield (including, without limitation, a transitional license period to permit the orderly completion of existing contracts, fulfillment of warranty obligations, and wind-down of operations); and
(d) Exclusivity. Within the Field of Use, the License shall be exclusive, meaning that TerraVault shall not grant any other license or right to any third party to use the SoilPulse™ technology within the Field of Use during the term of the License, subject to any carve-outs for existing pilot program agreements to be identified and agreed upon during due diligence.
7.4 IP Due Diligence. Greenfield and its advisors reserve the right to conduct customary intellectual property due diligence on TerraVault's patent portfolio, trademark registrations, trade secrets, software, and related technology prior to the execution of the definitive agreements. Such due diligence may include, without limitation, review of patent prosecution histories, freedom-to-operate analyses, assessment of the scope and enforceability of issued patents and pending applications, review of existing license agreements and encumbrances, and evaluation of TerraVault's internal IP protection and documentation practices. TerraVault shall cooperate in good faith with such due diligence in accordance with Section 14 below.
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, partnership, licensing arrangement, or other business combination), license, sell, distribute, market, or otherwise make available the SoilPulse™ technology, or any competing soil-health sensor technology (meaning any technology, product, or service that is substantially similar to, or that performs the same or substantially similar functions as, the SoilPulse™ technology), to any third party for use in commercial row-crop agriculture within the following U.S. states (the "Restricted Territory"): Iowa, Illinois, Indiana, Minnesota, Wisconsin, Missouri, Nebraska, Kansas, South Dakota, North Dakota, and Ohio.
(b) Greenfield Non-Compete. During the Non-Compete Period and within the Restricted Territory, Greenfield agrees that it shall not, directly or indirectly (whether individually, through any affiliate, subsidiary, or related entity, or through any joint venture, partnership, or other business combination), invest in, develop, manufacture, market, or commercialize any soil-health sensor technology that directly competes with the SoilPulse™ technology or the products and services of PrairieSense, other than through PrairieSense.
(c) Scope and Enforceability. The precise scope, duration, and geographic limitations of the non-compete covenants described above, as well as any exceptions or carve-outs thereto, shall be further negotiated and set forth in the definitive Operating Agreement and/or a separate restrictive covenant agreement. The Parties acknowledge that the enforceability of such non-compete covenants will be subject to applicable law and intend to craft provisions that are reasonable in scope and enforceable in all relevant jurisdictions.
8.2 Non-Solicitation. During the term of the joint venture and for a period of two (2) years following the termination or dissolution of PrairieSense, neither Party shall, directly or indirectly, solicit, recruit, hire, or attempt to solicit, recruit, or hire any key employee, officer, or consultant of the other Party or of PrairieSense, without the prior written consent of the employing Party or PrairieSense, as applicable. The definition of "key employee" and the specific terms and conditions of the mutual non-solicitation covenant (including any exceptions for unsolicited applications, general advertising, and the like) shall be defined in the definitive Operating Agreement.
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 to:
(a) Working Capital Reserves. The maintenance of reasonable working capital reserves as determined by the Board in its reasonable discretion, taking into account the Company's operating needs, capital expenditure requirements, debt service obligations, and other foreseeable cash requirements;
(b) Tax Distributions. Mandatory tax distributions in amounts sufficient to cover each member's estimated federal and state income tax liabilities arising from the allocation of taxable income or gain from PrairieSense operations to such member, calculated at the highest applicable combined marginal tax rate, as shall be specified in the Operating Agreement; and
(c) Compliance with Law and Contractual Obligations. Compliance with applicable law and the terms of any credit facility or other contractual obligations of the Company that may restrict or limit the Company's ability to make distributions.
9.3 Distribution Waterfall. The detailed distribution waterfall, including any preferred return provisions, return of capital priorities, and catch-up mechanisms, shall be negotiated and set forth in the Operating Agreement.
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 below.
10.2 Permitted Transfers. Notwithstanding Section 10.1, transfers to permitted transferees (such as affiliates, subsidiaries, or controlled entities of the transferring member) shall be permitted without the consent of the non-transferring member, subject to customary conditions (including the requirement that the transferee agree in writing to be bound by the terms of the Operating Agreement). The specific definition of "permitted transferee" and the conditions applicable to permitted transfers shall be set forth in the Operating Agreement.
10.3 Right of First Refusal. In the event that either member proposes to transfer all or any portion of its membership interest to a third party (other than a permitted transferee), the non-transferring member shall have a right of first refusal to purchase the interest proposed to be transferred, on the same terms and conditions offered by the proposed third-party transferee. The procedural mechanics of the right of first refusal (including notice requirements, exercise periods, and closing procedures) shall be set forth in the Operating Agreement.
10.4 Tag-Along and Drag-Along Rights. The Operating Agreement shall include tag-along rights (permitting the non-transferring member to participate, on a pro rata basis, in any transfer of membership interests to a third party) and drag-along rights (permitting a member holding a specified minimum percentage of the total membership interests to compel the other member to participate in a sale of all membership interests to a third party). The applicable thresholds, conditions, and procedures for the exercise of tag-along and drag-along rights shall be set forth in the Operating Agreement.
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:
(a) the mutual written agreement of both members to dissolve the Company;
(b) the expiration of the initial term (or any renewal term) without the members having agreed in writing to renew or extend the term;
(c) a material default by either member under the Operating Agreement that remains uncured after notice and the expiration of any applicable cure period specified therein;
(d) entry of a judicial order of dissolution pursuant to the Iowa Revised Uniform Limited Liability Company Act or other applicable law; or
(e) such other events as may be specified in the Operating Agreement as triggering dissolution.
11.3 Wind-Down and Liquidation. Upon the dissolution of PrairieSense, the Company shall be wound down in an orderly manner. The Board (or a liquidating trustee or agent appointed by the Board or by the members) shall proceed to collect the Company's assets, discharge or make provision for all of its liabilities and obligations, and distribute any remaining proceeds to the members in accordance with their respective capital account balances, as determined in accordance with the Operating Agreement and applicable provisions of the Internal Revenue Code and Treasury Regulations. The detailed procedures for winding up and liquidation shall be set forth in the Operating Agreement.
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 with the proposed joint venture (collectively, "Confidential Information") shall be treated as strictly confidential by each Party and shall not be disclosed to any third party without the prior written consent of the other Party, except as may be required by applicable law, regulation, or legal process, or as otherwise permitted under the terms of the Mutual Non-Disclosure Agreement between Greenfield and TerraVault, effective as of July 11, 2022 (the "NDA"). Each Party may disclose Confidential Information to its directors, officers, employees, advisors, attorneys, accountants, and other representatives on a need-to-know basis, provided that such recipients are bound by obligations of confidentiality no less restrictive than those set forth herein and in the NDA.
12.2 Survival. The confidentiality obligations set forth in this Section 12 and in the NDA shall survive any termination of discussions regarding the proposed joint venture, any expiration of this Term Sheet, and any decision by either Party not to proceed with the proposed transaction, and shall continue in full force and effect for the period specified in the NDA.
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 officers, directors, employees, agents, advisors, and representatives not to, directly or indirectly:
(a) solicit, initiate, encourage, facilitate, or respond to any inquiry, proposal, or offer from any third party regarding (i) a joint venture, partnership, strategic alliance, or similar arrangement involving the SoilPulse™ technology for use in commercial row-crop agriculture, or (ii) a sale, license (other than existing pilot program agreements previously disclosed to Greenfield), assignment, or other disposition of TerraVault's SoilPulse™ intellectual property for use in commercial row-crop agriculture;
(b) negotiate, enter into, or consummate any agreement, arrangement, or understanding with any third party with respect to any of the foregoing transactions; or
(c) provide any non-public information concerning TerraVault's SoilPulse™ technology to any third party in connection with any of the foregoing transactions.
13.2 Extension. The Exclusivity Period may be extended by mutual written agreement of the Parties.
13.3 Notification. During the Exclusivity Period, TerraVault shall promptly notify Greenfield of any unsolicited contact, inquiry, or proposal received by TerraVault or any of its representatives from any third party in connection with any of the transactions described in Section 13.1 above.
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 diligence shall include, without limitation, review and analysis of TerraVault's corporate records, organizational documents, capitalization, material contracts, financial statements (including audited and unaudited financial statements for the most recently completed fiscal years), tax returns, intellectual property portfolio, pending and threatened litigation, regulatory compliance, employee matters, and any other matters that Greenfield deems relevant to the proposed transaction.
14.2 Cooperation. TerraVault agrees to cooperate in good faith with Greenfield and its advisors throughout the due diligence process and to provide reasonable and timely access to information, documents, records, key personnel, and facilities as may be reasonably requested by Greenfield. TerraVault shall use commercially reasonable efforts to respond to due diligence requests within a reasonable period and to make its officers, employees, and technical personnel available for meetings and discussions as reasonably requested by Greenfield.
14.3 TerraVault Due Diligence. TerraVault shall likewise have the right to conduct such due diligence on Greenfield as it deems appropriate, and Greenfield agrees to cooperate in good faith with such review.
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) the final valuation of TerraVault's IP Contribution; (ii) the governance structure, consent rights, and protective provisions applicable to Major Decisions; and (iii) the scope, duration, and geographic limitations of the non-compete covenants;
(c) negotiation, execution, and delivery of the definitive Operating Agreement and all ancillary agreements (including, without limitation, the technology license agreement, any employment or consulting agreements, and any intellectual property assignment or contribution agreements);
(d) receipt of all necessary internal approvals from each Party, including approvals from each Party's respective board of directors (or equivalent governing body), members, or partners, as applicable;
(e) receipt of any required third-party consents, including, if applicable, any consents or waivers required from TerraVault's existing investors, Meridian Venture Partners and Bluestem Capital Group, or pursuant to any existing agreements to which TerraVault is a party that may be implicated by the proposed transaction;
(f) satisfactory tax structuring analysis, to be coordinated with Clarendon & Marsh CPAs LLP on behalf of Greenfield, confirming that the proposed joint venture structure is tax-efficient and does not give rise to any material adverse tax consequences for either Party or the Company; and
(g) such other conditions as the Parties may mutually agree upon during the course of negotiations.
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. Neither Party shall have any claim against the other Party for reimbursement of any such costs and expenses in the event that the proposed transaction does not proceed for any reason.
16.2 Advisors. The Parties' respective external advisors are as follows:
(a) Greenfield's Legal Counsel: Calderwood & Harkness LLP, 800 Walnut Street, Suite 2400, Des Moines, Iowa 50309; Contact: Sandra Tung, Partner.
(b) TerraVault's Legal Counsel: Whitfield, Carey & Stokes LLP, 233 S. Wacker Drive, Suite 5600, Chicago, Illinois 60606; Contact: Jonathan Everett Carey, Partner.
(c) TerraVault's Financial Advisor: Ridgeline Advisors LLC, 444 N. Michigan Avenue, Suite 1800, Chicago, Illinois 60611; Contact: Catherine Holloway, Managing Director.
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 application of the laws of any other jurisdiction.
17.2 The definitive Operating Agreement and all ancillary agreements to be entered into in connection with the proposed joint venture shall likewise be governed by the laws of the State of Iowa.
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 no Party shall have any obligation (express, implied, or otherwise) to consummate the proposed joint venture or to enter into any definitive agreement with respect thereto solely by reason of the execution, delivery, or acknowledgment of this Term Sheet.
18.2 Right to Terminate Discussions. Either Party may, in its sole and absolute discretion, terminate discussions and negotiations regarding the proposed joint venture at any time, for any reason or for no reason, without liability or obligation to the other Party (other than with respect to the binding obligations set forth in Sections 12 and 13).
18.3 No Binding Commitment Until Definitive Agreements. No binding commitment or obligation of either Party with respect to the formation, capitalization, governance, or operation of the proposed joint venture shall exist unless and until the definitive Operating Agreement and all related definitive agreements have been duly negotiated, executed, and delivered by both Parties. Until such time, all discussions, negotiations, drafts, and proposals are subject to the terms and limitations of this Section 18.
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 or impair the continuing obligations of the Parties under the NDA.
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SIGNATURE PAGE TO PRELIMINARY NON-BINDING TERM SHEET Proposed Joint Venture — PrairieSense Technologies LLC
IN WITNESS WHEREOF, the undersigned have executed this Preliminary Non-Binding Term Sheet as of the date first set forth above.
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Marcus J. Linden
Title: Founder & Managing Partner
Date: August 22, 2022
Address:
4100 Grand Prairie Drive, Suite 300 Des Moines, Iowa 50309
Acknowledged and Received (for discussion purposes only; does not constitute acceptance of any binding obligation other than Sections 12 and 13):
TERRAVAULT BIOSCIENCES INC.
By: ________
Name: Dr. Anand Mehta
Title: Co-Founder & Chief Executive Officer
Date: ________
Address:
1720 Innovation Parkway Champaign, Illinois 61820
Prepared by: Calderwood & Harkness LLP 800 Walnut Street, Suite 2400 Des Moines, Iowa 50309
Matter No. 2022-M&A-00437
Contact: Sandra Tung, Partner Derek Okonkwo, Associate
Telephone: (515) 555-2400
Email: stung@calderwoodharkness.com / dokonkwo@calderwoodharkness.com
Prepared on behalf of Greenfield Agricultural Partners LLC.
Member | Membership Interest | Unit Class
Greenfield Agricultural Partners LLC | 60% | Class A Units
TerraVault BioSciences Inc. | 40% | Class B Units

CONFIDENTIAL

PRELIMINARY NON-BINDING TERM SHEET

GREENFIELD AGRICULTURAL PARTNERS LLC

TERRAVAULT BIOSCIENCES INC.

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