0001047469-10-002022 Sample Contracts

SUPPORT SERVICES AGREEMENT
Support Services Agreement • March 10th, 2010 • S&W Seed Co • Agricultural production-crops • California

Support Services Agreement (this “Agreement”) dated as of March 1, 2010 (the “Effective Date”) between Cardiff Partners, LLC, a California limited liability company (“CP”) and S&W Seed Company, a Delaware Corporation, (“S&W”).

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IPO SUPPORT SERVICES AGREEMENT
Ipo Support Services Agreement • March 10th, 2010 • S&W Seed Co • Agricultural production-crops • California

Support Services Agreement (this “Agreement”) dated as of January 1, 2010 (the “Effective Date”) between Cardiff Partners, LLC, a California limited liability company (“CP”) and S&W Seed Company., a Delaware Corporation, (“S&W”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2010 • S&W Seed Co • Agricultural production-crops

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 26, 2010, by and between S&W SEED COMPANY, a California general partnership (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

LOCK-UP AGREEMENT
Lock-Up Agreement • March 10th, 2010 • S&W Seed Co • Agricultural production-crops • New York
CLIENT SERVICE AGREEMENT
Client Service Agreement • March 10th, 2010 • S&W Seed Co • Agricultural production-crops • California
AMENDED AND RESTATED OPERATING AGREEMENT OF SEED HOLDING, LLC, a Manager- Managed Limited Liability Company
Operating Agreement • March 10th, 2010 • S&W Seed Co • Agricultural production-crops
AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF SEED HOLDING, LLC, a Manager-Managed Limited Liability Company
Operating Agreement • March 10th, 2010 • S&W Seed Co • Agricultural production-crops

WHEREAS, the Operating Agreement of Seed Holding, LLC., a Nevada limited liability company (the “Company”) was originally adopted effective June 27, 2008 and was amended and restated on December 31, 2009 to provide, among other things, for the admission of two additional members;

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