CONTRACT ALFALFA PRODUCTION SERVICES AGREEMENTContract Alfalfa Production Services Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Iowa
This Contract Alfalfa Production Services Agreement (including all Exhibits hereto, as amended, modified or supplemented from time to time in accordance with its terms, the "Agreement") is made and entered into on December 31, 2014 by and between Pioneer Hi-Bred International, Inc., a corporation organized and existing under the laws of the State of Iowa, with its principal place of business at 7100 NW 62nd Ave., P.O. Box 1014, Johnston, Iowa 50131, hereinafter referred to as "Pioneer" and S&W Seed Company, a corporation organized and existing under the laws of Nevada, with its principal place of business at 25552 South Butte Avenue, Five Points, California 93624, hereinafter referred to as "Contractor".
LEASE AGREEMENT (Alfalfa Facilities Only-Connell, Washington)Lease Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Iowa
This Lease Agreement ("Agreement") dated the 31st day of December, 2014, is made by and between Pioneer Hi-Bred International, Inc., an Iowa corporation, with its principal place of business located at 7100 NW 62nd Avenue, Johnston, Polk County, Iowa 50131 ("Landlord") and S & W Seed Company, a Nevada corporation, whose address for purposes of this Agreement is 25552 South Butte Avenue, Five Points, CA 93624 ("Tenant").
FIRST AMENDMENT TO THE ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This First Amendment to the Asset Purchase and Sale Agreement (this "Amendment") is made this 31st day of December 2014, by and between Pioneer Hi-Bred International, Inc., an Iowa corporation ("Seller"), and S&W Seed Company, a Nevada corporation ("Buyer"). Buyer and Seller are collectively referred to herein as the "Parties" and each individually as a "Party".
PROMISSORY NOTEPromissory Note • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This Promissory Note ("Note") is made and entered into by S&W Seed Company, a Nevada corporation ("Borrower") in favor and for the benefit of Pioneer Hi-Bred International, Inc., an Iowa corporation (together with any and all of its successors and assigns and/or any other holder of this Note, "Lender").
ASSET PURCHASE AND SALE AGREEMENT by and between [PIONEER HI-BRED INTERNATIONAL, INC.]1 and [S&W SEED COMPANY]2 Dated: [___________]Asset Purchase and Sale Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This Patent Assignment Agreement (this "Agreement") is made as of the 31st day of December, 2014 (the "Effective Date"), by and between Pioneer Hi-Bred International, Inc., an Iowa corporation with a principal place of business at 7100 N.W. 62nd Avenue, Johnston, IA 50131, USA ("Seller") and S&W Seed Company, a Nevada Corporation with a principal place of business at 25552 South Butte Avenue, Five Points, California 93624 ("Buyer"). Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in that certain Asset Purchase and Sale Agreement dated as of December 19, 2014 by and between Seller and Buyer (the "APSA").
DATA TRANSFER AGREEMENTData Transfer Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This Data Transfer Agreement ("DTA") is made as of the date set forth below (the "Effective Date") between Pioneer Hi-Bred International, Inc. and its Affiliates ("Pioneer") and the undersigned company ("Company"). The parties hereto hereby agree as follows:
SECURITY AGREEMENTSecurity Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This SECURITY AGREEMENT (this "Agreement"), dated as of December 31, 2014, is by and between S&W Seed Company, a Nevada corporation ("Grantor") and Pioneer Hi-Bred International, Inc., an Iowa corporation ("Secured Party").
ASSIGNMENT AGREEMENT OF PLANT VARIETY CERTIFICATES, PLANT BREEDERS' RIGHTS, MAINTENANCE RIGHTS AND REGISTRATION RIGHTSAssignment Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights (this "Agreement") is made as of the 31st day of December, 2014 (the "Effective Date"), by and among Pioneer Hi-Bred International, Inc., an Iowa corporation, with a principal place of business at 7100 NW 62nd Avenue, P.O. Box 1014, Johnston, Iowa 50131-1014, USA ("Seller"), Pioneer Overseas Corporation, an Iowa corporation, with a principal place of business at 7100 NW 62nd Avenue, P.O. Box 1014, Johnston, Iowa 50131-1014, USA ("POC" and, together with Seller, "Pioneer"), and S&W Seed Company, a Nevada corporation, with a principal place of business at 25552 South Butte Avenue, Five Points, California 93624 ("Buyer"). Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in that certain Asset Purchase and Sale Agreement dated as of December 19, 2014 by and between Seller and Buyer (the "APSA").
Patent License AgreementPatent License Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops
This Patent License Agreement ("Agreement") is made this December 31, 2014 (the "Effective Date"), by and between Pioneer Hi-Bred International, Inc., an Iowa corporation, with headquarters at 7100 NW 62nd Avenue, P.O. Box 1014, Johnston, Iowa 50131-1014, US (hereafter "Pioneer") and S&W Seed Company, a Nevada corporation, with headquarters at 25552 South Butte Avenue, Five Points, California 93624 (hereafter "Licensee"). Licensee or Pioneer, a "Party", and jointly, the "Parties".
INFORMATION TECHNOLOGY TRANSITION SERVICES AGREEMENTInformation Technology Transition Services Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This INFORMATION TECHNOLOGY TRANSITION SERVICES AGREEMENT is made as of the 31st day of December, 2014, by and between Pioneer Hi-Bred International, Inc., an Iowa corporation ("Pioneer"), and S&W Seed Company, a Nevada corporation ("S&W"). S&W and Pioneer are at times referred to herein individually as a "Party" and collectively as the "Parties."
RESEARCH AGREEMENTResearch Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Iowa
This Research Agreement (including all Exhibits hereto, as amended, modified or supplemented from time to time in accordance with its terms, the "Agreement"), is made and entered into on December 31, 2014 by and between Pioneer Hi-Bred International, Inc., a corporation organized and existing under the laws of the State of Iowa, with its principal place of business at 7100 NW 62nd Ave., P.O. Box 1014, Johnston, Iowa 50131, hereinafter referred to as "Pioneer", and S&W Seed Company, a corporation organized and existing under the laws of Nevada, with its principal place of business at 25552 South Butte Avenue, Five Points, California 93624, hereinafter referred to as "Researcher" (Researcher and Pioneer, each individually a "Party", and together the "Parties").
Document Number State Bar of Wisconsin Form 21-2003 WARRANTY DEED Document NameWarranty Deed • January 7th, 2015 • S&W Seed Co • Agricultural production-crops
THIS DEED, made between Pioneer Hi-Bred International, Inc., an Iowa corporation ("Grantor," whether one or more), and S&W Seed Company, a Nevada Corporation ("Grantee," whether one or more). _________________________________________________, Grantor for a valuable consideration, conveys to Grantee the following described real estate, together with the rents, profits, fixtures and other appurtenant interests, in Columbia County, State of Wisconsin ("Property") (if more space is needed, please attach addendum): Lands described In Columbia County Certified Survey Map No. 884, as recorded in Volume 4 of Surveys, on page 104, as Document No. 441386, being located In the North East 114 of the North East 114 of Section 22, Township 10 North, Range 9 East, Town of Arlington, Columbia County, Wisconsin. Lot 1 of Certified Survey Map No. 3122, as recorded in Volume 20 of Certified Survey Maps, page 118, Document No. 593525, being a Survey in the North East 1/4 of the North East 1/4 of Section 2
NON-EXCLUSIVE ALFALFA LICENSING AND ASSIGNMENT AGREEMENTNon-Exclusive Alfalfa Licensing and Assignment Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This Non-Exclusive Alfalfa Licensing and Assignment Agreement (including all Exhibits hereto, as amended, modified or supplemented from time to time in accordance with its terms, the "Agreement") is entered into this 31st day of December, 2014, by and between Pioneer Hi-Bred International, Inc., having an address at 7100 NW 62nd Avenue, Johnston, Iowa 50131-1014 (the licensee, hereafter "Pioneer"), and S&W Seed Company, having an address at 25552 South Butte Avenue, Five Points, California 93624 (hereinafter "Licensor") (Pioneer and Licensor, hereinafter, are referred to each individually as a "Party" and together as the "Parties").
DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILINGDeed of Trust • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Idaho
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Borrower hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, the real property commonly known as 9224 Lake Shore Drive, Nampa, Idaho and more particularly described as follows, which contains not more than eighty (80) acres or which is located within the legal boundaries of an incorporated city (the "Property"):
ALFALFA DISTRIBUTION AGREEMENTDistribution Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Iowa
This Alfalfa Distribution Agreement (the "Agreement") is entered into as of this 31st day of December, 2014 (hereinafter referred to as the "Effective Date"), by and between Pioneer Hi-Bred International, Inc., a company organized and existing under the laws of the State of Iowa, with its principal place of business at 7100 N.W. 62nd Ave, Johnston, Iowa 50131, (hereinafter referred to as "Pioneer"), and S&W Seed Company, a company organized and existing under the laws of the State of Nevada, with its principal place of business at 25552 South Butte Avenue, Five Points, California 93624, (hereinafter referred to as "Company").
KNOW-HOW TRANSFER AGREEMENTKnow-How Transfer Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This Know-How Transfer Agreement (including all Schedules hereto, this "Agreement") is made this 31st day of December, 2014, by and between Pioneer Hi-Bred International, Inc., an Iowa corporation ("Seller"), and S&W Seed Company, a Nevada corporation ("Buyer")
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 7th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware
This Assignment and Assumption Agreement (this "Agreement") is made this 31st day of December, 2014, by and between Pioneer Hi-Bred International, Inc., an Iowa corporation ("Seller"), and S&W Seed Company, a Nevada corporation ("Buyer"). Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in that certain Asset Purchase and Sale Agreement dated as of December 19, 2014 by and between Seller and Buyer (the "APSA").
GENERAL WARRANTY DEEDGeneral Warranty Deed • January 7th, 2015 • S&W Seed Co • Agricultural production-crops
FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, Pioneer Hi-Bred International, Inc., an Iowa corporation (hereinafter referred to as the "Grantor"), hereby grants, bargains, sells, and conveys unto, S&W Seed Company, a Nevada corporation, whose current address is 25552 South Butte Avenue, Five Points, California 93624 (hereinafter referred to as the "Grantee"), the following described real property, located in Canyon County, Idaho, to wit (hereinafter referred to as the "Premises"):
