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Term Sheet for Agricultural Laboratory Venture

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Term Sheet for Agricultural Laboratory Venture - attorney-drafted template. Party names and deal-specific details have been replaced with neutral placeholders. Review before use.

SUMMARY OF TERMS

[COMPANY]

1 | Issuer | | [COMPANY] (the “Company”), a North Carolina limited liability company formed pursuant to Chapter 57D of the North Carolina General Statutes as amended and in effect from time to time (the “Act”) by filing the Articles of Organization with the Office of the Secretary of State on the 11th day of October 2019 (the “Formation Date”)

2 | Member Investors | | Accredited Investors via a to be formed separate special purpose entity (“Investco”)

3 | Amount of Offering | | Tranche #1 - $[AMOUNT]

Tranche #2 - $[AMOUNT]

4 | Ownership Interests Offered | | 25% of LLC membership units of the Company (the “Units”) equivalent to 250,000 Units.

5 | Capitalization | | If all of the Units offered are purchased, the existing members and Invesco shall own the following percentages of all LLC membership units, on a fully-diluted basis, as of the Closing as follows:

Existing Members: [PERCENT]%

Reserved for Key Employees/Consultants: [PERCENT]%as incentive units that may, for tax purposes merely be phantom units or only economic interests

Investco: [PERCENT]%

6 | Purchase Price | | $ ____ per Unit with an expected purchase of 250,000 Units ($12,500,000); provided however, that the Company reserves the right to accept less than the $_______ minimum purchase amount from one or more investors.

7 | Payment of Purchase Price: | | Upon execution of the appropriate contribution documents, which may include but not be limited to subscription agreements, etc. (the “Purchase Agreements”), Investor Questionnaire and Signature Pages to the Company’s Operating Agreement (the “Operating Agreement”), the total purchase price which is non-refundable, subject to applicable state law.

8 | Membership in the Company and Management | | Invesco shall not become a member of the Company until Invesco pays the full amount of the purchase price.

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Term Sheet for Agricultural Laboratory Venture

Investment Agreements -- US - General