0001136261-15-000283 Sample Contracts

CONTINUING GUARANTY
Continuing Guaranty • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • California
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CORPORATE GUARANTEE
Corporate Guarantee • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • California

CORPORATE GUARANTEE (this "Guarantee"), dated as of April 21, 2015, is made by S&W SEED COMPANY, a Nevada corporation ("S&W Seed" or the "Guarantor") in favor of NATIONAL AUSTRALIA BANK LIMITED (the "Lender").

EX-IM WORKING CAPITAL GUARANTEE CONTINUING GUARANTY
Ex-Im Working Capital Guarantee • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • California
FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • California

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of June 23, 2015, by and between S&W SEED COMPANY ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

COLLABORATION AGREEMENT
Collaboration Agreement • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware

This COLLABORATION AGREEMENT (the "Agreement") is entered into as from May 28th , 2015 (the "Effective Date") by and between S&W Seed Company, 7018 N. Fresno, Suite 380, Fresno, CA 93720 (hereinafter "S&W") and CALYXT Inc., a company having its head office at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA (hereinafter "Calyxt");

SECOND AMENDMENT TO THE ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware

This Second Amendment to the Asset Purchase and Sale Agreement (this "Second Amendment") is made this 23rd day of April 2015, 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".

FIRST AMENDMENT TO THE ASSIGNMENT AGREEMENT OF PLANT VARIETY CERTIFICATES, PLANT BREEDERS' RIGHTS, MAINTENANCE RIGHTS AND REGISTRATION RIGHTS
Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • Delaware

This First Amendment to the Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights (this "Amendment") is made this 23rd day of April 2015, by and among Pioneer Hi-Bred International, Inc., an Iowa corporation ("Seller"), Pioneer Overseas Corporation, an Iowa corporation ("POC" and, together with Seller, "Pioneer"), and S&W Seed Company, a Nevada corporation ("Buyer"). Buyer, Seller and POC are collectively referred to herein as the "Parties" and each individually as a "Party".

FIRST AMENDMENT TO THE CONTRACT ALFALFA PRODUCTION SERVICES AGREEMENT
Contract Alfalfa Production Services Agreement • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • Iowa

This First Amendment to the Contract Alfalfa Production Services Agreement (this "Amendment") is made this 23rd day of July, 2015, by and among Pioneer Hi-Bred International, Inc., an Iowa corporation ("Pioneer"), and S&W Seed Company, a Nevada corporation ("Contractor"). Pioneer and Contractor are collectively referred to herein as the "Parties" and each individually as a "Party".

FIRST AMENDMENT TO THE ALFALFA DISTRIBUTION AGREEMENT
Alfalfa Distribution Agreement • September 30th, 2015 • S&W Seed Co • Agricultural production-crops • Iowa

This First Amendment to the Alfalfa Distribution Agreement (this "Amendment") is made this 23rd day of July, 2015, by and among Pioneer Hi-Bred International, Inc., an Iowa corporation ("Pioneer"), and S&W Seed Company, a Nevada corporation ("Company"). Pioneer and Company are collectively referred to herein as the "Parties" and each individually as a "Party".

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