ACQUISITION AGREEMENT, dated as of September 28, 2012 (the "Agreement"), by and among S&W SEED COMPANY, a Nevada corporation ("SW"), IMPERIAL VALLEY SEEDS, INC., a California corporation ("IVS"), GLEN BORNT ("GB"), FRED FABRE ("FF") and THE BORNT FAMILY TRUST, a trust organized under the laws of California (the "Trust" and, together with GB and FF, the "IVS Sellers").

WHEREAS, IVS and the IVS Sellers conduct an alfalfa supply and marketing support business under the name "Imperial Valley Seeds" (the "IVS Business"); and

WHEREAS the Trust and FF are the owners of 100% of the issued and outstanding capital stock of IVS; and

WHEREAS, SW desires to purchase all of the assets of the IVS Business from IVS, and IVS and the IVS Sellers desire to sell all of the assets of the IVS Business to SW on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual representations, warranties and covenants herein contained, the parties hereby agree as follows:

Section 1.01 Definitions.

(a) The following terms, as used herein, have the following meanings:

"Closing Date" means the date of the Closing.

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time.

"Employment Agreement" means the Employment Agreement, in the form of Exhibit A hereto, between SW and FF to be entered into as of the Closing Date.

"Environmental Laws" means any and all federal, state, local and foreign statutes, laws (including common or case law), regulations, ordinances, rules, judgments, judicial decisions, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions, relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic, radioactive or hazardous substances or wastes into the environment, including (without limitation) ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic, radioactive or hazardous substances or wastes or the clean-up or other remediation thereof.

"Intellectual Property Right" means any trademark, service mark, registration thereof or application for registration therefore, trade name, invention, patent, patent application, trade secret, know-how, copyright, copyright registration, application for copyright registration, or any other similar type of proprietary intellectual property right, in each case that is owned or licensed by IVS or any of its affiliates and used or held for use in the IVS Business.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

"Person" means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"SW Securities" means the SW Shares and the Note.

"Tax" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs' duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(b) Each of the following terms is defined in the Section set forth opposite such term:

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Section 2.01 Purchase and Sale of IVS Assets. Upon the terms and subject to the conditions of this Agreement, SW agrees to purchase from IVS and IVS agrees to sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to SW at Closing, free and clear of all Liens, all of the assets, properties and business (other than the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the IVS Business by IVS or any affiliate of IVS as the same shall exist on the Closing Date, including all of the assets shown on the IVS Balance Sheet and not disposed of in the ordinary course of business, and all assets of the IVS Business thereafter acquired by IVS (the "IVS Assets"), and including, without limitation, all right, title and interest of IVS in, to and under:

1. All personal property and interest therein, including equipment, furniture, office equipment, communications equipment;
2. All rights under all contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments (including without limitation, the IVM Supply Agreement and West Side Mill Option Agreement, each as defined below);
3. All prepaid expenses relating to the operation of the IVS Business;
4. All rights, claims, credits, causes of action or rights of set-off against third parties relating to the IVS Assets, including (without limitation) un-liquidated rights under manufacturers' and vendors' warranties;
5. All transferable licenses, permits or other governmental authorizations affecting, or relating in any way to, the IVS Business;
6. All Intellectual Property and other rights to the following seed varieties: La Jolla, Catalina and Saltana and all other brands and labels of the IVS ;
7. All books, records, files and papers, whether in hard copy or computer format, used in the IVS Business, including (without limitation) sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, and any information relating to Taxes imposed on the IVS Assets; and

(i) All goodwill associated with the IVS Business or the IVS Assets, together with the right to represent to third parties that SW is the successor to the IVS Business.:

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Section 2.02 Excluded Assets. SW expressly understands and agrees that the following assets and properties of IVS (the "Excluded Assets") will be excluded from the IVSAssets:

(a) The purchase price for the IVS Assets (the "Purchase Price") is:

(b) The Purchase Price will be paid as provided in this Section 2.03 and in Section 2.04.

(e) In consideration of the covenants set forth in Section 6.01(d), SW agrees to pay FF $50,000 on each of the first five anniversaries of the Closing. Upon the death of FF, if FF has been in compliance with Section 6.01(d) at all times prior to his death, SW will pay the foregoing amounts to the estate or heirs of FF.

Section 2.04 Closing.

(a) The closing (the "Closing") of the purchase and sale of the IVS Assets hereunder shall take place at the offices of SW in Five Points, California as soon as possible, but in no event later than three business days, after the satisfaction of the conditions set forth in Article VII, or at such other time or place as IVS and SW may agree. At the Closing,

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(b) All SW Securities to be issued hereunder shall be deemed "restricted securities" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). All SW Securities to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the SW Securities to be issued hereunder shall bear a restrictive legend in substantially the following form:

If SW proposes to register under the Securities Act any of its "restricted securities" (as defined in paragraph (a) of Rule 144 under the Securities Act) for resale utilizing Form S-3, it shall give written notice to IVS of SW's intention to register such securities, and, upon the written request, given within seven days after receipt of such notice, of IVS to register any of the SW Shares, SW shall cause the SW Shares so requested by IVS to be included in such registration, all to the extent requisite to permit the sale or other disposition by IVS of the SW Shares so registered; provided, however, that the SW Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for SW the proposed transfer by IVS may be effected without registration under the Securities Act and any certificate evidencing the SW Shares so transferred need not bear any restrictive legend. All expenses incurred by SW in connection with any registration pursuant to this paragraph (including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for SW) shall be borne by the selling stockholders in proportion to the number of shares registered. All underwriting discounts and selling commissions applicable to the SW Shares shall be borne by IVS.

(c) The expenses of Closing shall be paid as follows:

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Section 2.05 Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, SW is not assuming any liability or obligation of IVS or any IVS Seller (or any predecessor owner of all or part of the IVS Business) of whatever nature whether presently in existence or arising hereafter. All such liabilities and obligations shall be retained by and remain obligations and liabilities of IVS and the IVS Sellers, including (without limitation) any liability or obligation for Tax arising from or with respect to the IVS Assets or the operations of the IVS Business which is incurred in or attributable to any Tax period ending on or prior to the Closing Date.

Section 2.06 Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any IVS Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof to in any way adversely affect the rights of SW or IVS thereunder. Each of IVS and SW will use their best efforts (but without any payment of money by IVS or SW) to obtain the consent of the other parties to any such IVS Asset or any claim or right or any benefit arising thereunder for the assignment thereof to SW as SW may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of IVS thereunder so that SW would not in fact receive all such rights, IVS and SW will cooperate in a mutually agreeable arrangement under which SW would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing, or subleasing to SW, or under which IVS would enforce for the benefit of SW, with SW assuming IVS's obligations, any and all rights of IVS against a third party thereto. IVS will promptly pay to SW, when received, all monies received by IVS under any IVS Asset or any claim or right or any benefit arising thereunder. In such event, IVS and SW shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to SW and IVS, negotiate in good faith an adjustment in the consideration paid by SW for the IVS Assets.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING THE IVS BUSINESS

IVS hereby represents and warrants to SW that:

Section 3.01 Organization. IVS is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. IVS is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not in the aggregate have a material adverse effect on the business, assets, condition (financial or otherwise), results of operations or prospects (a "Material Adverse Effect") of the IVS Business. The IVS Sellers have heretofore delivered to SW accurate and complete copies of the Articles of Incorporation and Bylaws or other applicable organizational documents, as currently in effect, of IVS.

(a) The authorized capital stock of the IVS consists of 10,000 shares of common stock, of which, as of the date hereof, 1,000 were issued and outstanding. All the issued and outstanding shares of IVS common stock are validly issued, fully paid and nonassessable and free of all preemptive rights.

(b) Except as set forth above, there are not now, and at the Closing Date there will not be, any shares of capital stock (or securities substantially equivalent to capital stock) of IVS issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating IVS to issue, transfer or sell any of its securities.

(c) IVS does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business.

Section 3.03 Authorization. The execution, delivery and performance by IVS of this Agreement and the consummation by IVS of the transactions contemplated hereby are within its organizational powers and have been duly authorized by all necessary organizational action of IVS. This Agreement has been duly and validly executed and delivered by IVS and constitutes a valid and binding agreement of IVS, enforceable against it in accordance with its terms.

Section 3.04 Governmental Authorization; Consents.

Section 3.06 Financial Statements. The unaudited financial statements of IVS for the years ended December 31, 2009 and December 31, 2010 and December 31, 2011 and for the six months ended June 30, 2012 (the "IVS Balance Sheet Date") previously delivered to SW fairly present, requiring no material modification to be in conformity with generally accepted accounting principles applied on a consistent basis the financial position of the IVS Business as of the date thereof and its results of operations for the period then ended.

Section 3.07 Absence of Certain Changes. Since the IVS Balance Sheet Date, IVS has conducted the IVS business in the ordinary course consistent with past practices and there has not been:

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Section 3.08 No Liabilities. There are no liabilities of IVS of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than:

(a) IVS has good and marketable title to, or in the case of leased property has valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the IVS Balance Sheet or acquired after the IVS Balance Sheet Date. None of such properties or assets is subject to any Liens, except:

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Section 3.11 Litigation. There is no action, suit, investigation, proceeding, review pending against, or to the knowledge of IVS or any IVS Seller threatened against or affecting, IVS or any of its properties before any court or arbitrator or any Governmental Entity which, in the aggregate, are reasonably likely to have a Material Adverse Effect of the IVS Business or materially delay the transactions contemplated hereby.

Section 3.12 Compliance with Laws; No Defaults.

Section 3.14 Insurance. Section 3.14 of the IVS Disclosure Schedule sets forth a list of all insurance policies and fidelity bonds covering IVS, the IVS Business and its employees. There is no claim by IVS pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums payable under all such policies and bonds have been paid and IVS is otherwise in full compliance with the terms and conditions of all such policies and bonds. Such policies of insurance and bonds (or other policies and bonds providing substantially similar insurance coverage) have been in effect since December 31, 2004 and remain in full force and effect. Such policies of insurance and bonds are of the type and in amounts customarily carried by Persons conducting businesses similar to the IVS Business. IVS does not know of any threatened termination of, or premium increase with respect to, any of such policies or bonds.

Section 3.15 Finders' Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of IVS who might be entitled to any fee or commission from SW or any of its affiliates upon consummation of the transactions contemplated by this Agreement.

Section 3.16 Employees.

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Section 3.17 Intellectual Property.

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Section 3.18 Environmental Compliance. IVS has obtained all material approvals, authorization, certificates, consents, licenses, orders and permits or other similar authorizations of all governmental authorities, or from any other person, that are required under any Environmental Laws in connection with its business. Except for such instances as would not individually or in the aggregate have a Material Adverse Effect of the IVS Business, there are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting IVS or its businesses or assets that violate or may violate any Environmental Law after the Closing Date or that may give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation (i) under any Environmental Law, or (ii) based on or related to the manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened release of any hazardous substance.

Section 3.19 Books and Records. The books, records and documents of the IVS Business accurately reflect in all material respects the information relating to the IVS Business of and the location of its assets. At the Closing, all of those books, records and documents will be in the possession of SW.

Section 3.20 Absence of Certain Relationships. Except as set forth on Section 3.20 of the IVS Disclosure Schedule, none of (a) IVS, (b) any executive officer of IVS, (c) FF or GB, or (d) any member of the immediate family of the Persons listed in (a) through (c) of this sentence, has any financial or employment interest in any subcontractor, supplier, or customer of the IVS Business (other than holdings in publicly held companies of less than 2% of the outstanding capital stock of any such publicly held company).

Section 3.21 No Questionable Payments. Neither IVS, nor any director, officer, agent, employee, or other person associated with, or acting on behalf of, IVS, nor any shareholder, trustee or beneficiary of IVS have, directly or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

Section 3.22 Completeness of Disclosure. No representation or warranty by IVS in this Agreement contains or, and at the Closing Date will contain, an untrue statement of material fact or omits or, at the Closing Date, will omit to state a material fact required to be stated therein or necessary to make the statements made not misleading.

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Section 3.23 Investment Representations and Covenants. IVS represents and warrants that:

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE IVS SELLERS

The IVS Sellers, jointly and severally, hereby represent and warrant to SW that:

Section 4.01 Representations and Warranties Regarding the IVS Business. The representations and warranties set forth in Article III hereof are true and correct. The representations and warranties made by the IVS Sellers in this Section 4.01 are not intended to be any broader than those made by IVS in Article III.

Section 4.02 Authority. Each IVS Seller has approved this Agreement and duly authorized the execution and delivery hereof. Each IVS Seller has full power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby and in connection herewith.

Section 4.03 Independent Representation. Each IVS Seller have been advised to consult with his or its own attorney regarding legal matters concerning the purchase and sale of the IVS Assets, and with a tax advisor regarding the tax consequences thereof.

SW hereby represents and warrants to IVS and the IVS Sellers that:

Section 5.01 Organization. SW is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. SW is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not in the aggregate have a Material Adverse Effect of SW.

Section 5.02 Corporate Authorization. The execution, delivery and performance by SW of this Agreement and the consummation by SW of the transactions contemplated hereby are within SW's corporate powers and have been duly authorized by all necessary corporate action of SW. This Agreement has been duly and validly executed and delivered by SW and constitutes a valid and binding agreement of SW, enforceable against SW in accordance with its terms.

Section 5.03 Governmental Authorization; Consents.

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Section 5.04 Non-Contravention. The execution, delivery and performance by SW of this Agreement do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws of SW, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to SW; (iii) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of SW or to a loss of any benefit to which SW is entitled under any provision of any agreement, contract, or other instrument binding upon SW or any license, franchise, permit or other similar authorization held by SW or (iv) result in the creation or imposition of any Lien on any asset of SW.

Section 5.05 Validity of SW Shares to be Issued. The SW Shares to be issued at the Closing are validly authorized and, when such SW Shares have been duly delivered pursuant to the terms of this Agreement, such SW Shares will be validly issued, fully paid and nonassessable and will not have been issued, owned or held in violation of any preemptive or similar right of any stockholder.

Section 5.06 Finders' Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of SW who might be entitled to any fee or commission from IVS or any IVS Seller or any affiliate thereof upon consummation of the transactions contemplated by this Agreement.

Section 5.07 Litigation. There is no action, suit, investigation, proceeding, review pending against, or to the knowledge of SW threatened against or affecting, SW or any of its properties before any court or arbitrator or any Governmental Entity which, in the aggregate, are reasonably likely to materially delay the transactions contemplated hereby.

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Section 6.02 Covenants of SW. SW agrees that, prior to the Closing Date and after any termination of this Agreement, SW and its affiliates will hold, and will use best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the IVS Business furnished to SW or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by SW, (ii) in the public domain through no fault of SW or (iii) later lawfully acquired by SW from sources other than the IVS Sellers; provided that SW may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement and to its lenders in connection with obtaining the financing for the transactions contemplated by this Agreement so long as such Persons are informed by SW of the confidential nature of such information and are directed by SW to treat such information confidentially. The obligation of SW and its affiliates to hold such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. If this Agreement is terminated, SW and its affiliates will, and will use best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the IVS Sellers, upon request, all documents and other materials, and all copies thereof, obtained by SW and its affiliates or on their behalf from the IVS Sellers in connection with this Agreement that are subject to such confidence.

Section 6.03 Covenants of IVS Seller. Each IVS Seller agrees to use best efforts to cause IVS to perform each covenant thereof set forth in this Agreement on a timely basis.

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Section 6.04 Additional Covenants of the Parties. Each party hereto agrees that:

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Section 7.01 Conditions to Each Party's Obligation. The obligation of each party to consummate the Closing is subject to the satisfaction of the following conditions:

Section 7.02 Conditions to Obligation of SW. The obligation of SW to consummate the Closing is subject to the satisfaction of the following further conditions:

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Section 7.03 Conditions to Obligations of the IVS. The obligations of the IVS to consummate the Closing are subject to the following further conditions:

Section 8.01 Termination. This Agreement may be terminated at any time prior to the Closing Date:

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Section 8.02 Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of Sections 6.01(c), 6.02 and 6.04(c). Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement.

Section 8.03 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 8.04 Extension; Waiver. At any time prior to the Closing Date, the parties hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Section 9.01 Survival. The covenants, agreements, representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the second anniversary of the Closing Date or (a) in the case of Section 6.01(d), for the period set forth therein, (b) in the case of Section 6.01(c), 6.02 or 6.04(c), indefinitely and (c) in the case of covenants, agreements, representations and warranties contained in Section 3.13, 3.16, 3.18 or 6.04(e), until expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof). Notwithstanding the preceding sentence, any covenant, agreement, representation or warranty in respect of which indemnity may be sought under Section 9.02 shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if notice of the inaccuracy or breach thereof giving rise to such right to indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

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Section 9.02 Indemnification.

(a) Each of IVS and each IVS Seller, jointly and severally, hereby indemnifies SW against and agrees to hold them harmless from any and all damage, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by SW arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by IVS or any IVS Seller pursuant to this Agreement. Notwithstanding the foregoing, SW shall not be entitled to any Damages unless the aggregate amount of all Damages referred to in this Section 9.02(a) (determined without regard to any materiality or Material Adverse Effect qualifications contained in any representation, warranty or covenant giving rise to the claim for indemnity hereunder) exceeds $50,000.

(b) SW hereby indemnifies IVS and the IVM Sellers against and agrees to hold them harmless from any and all Damages incurred or suffered by IVS or any IVS Seller arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by SW pursuant to this Agreement.

Section 9.03 Procedures. The party seeking indemnification under Section 9.02 (the "Indemnified Party") agrees to give prompt notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under such Section. The Indemnifying Party may at the request of the Indemnified Party participate in and control the defense of any such suit, action, or proceeding at its own expense. The Indemnifying Party shall not be liable under Section 9.02 for any settlement effected without its consent (which consent will not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.

Section 10.01 Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof (other than any confidentiality agreement between the parties; any provisions of such agreements which are inconsistent with the transactions contemplated by this Agreement being waived hereby) and (b) shall not be assigned by operation of law or otherwise; provided, that SW may assign its rights and obligations hereunder to any subsidiary of SW.

Section 10.02 Expenses. Whether or not the transactions contemplated in this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, will be paid by the party incurring such expense or as otherwise agreed to herein; provided that all costs and expenses incurred by IVS or any IVS Seller shall be the sole obligation and responsibility of the IVS Sellers.

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Section 10.03 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand sent via a reputable nationwide courier service or mailed by registered or certified mail (return receipt requested) to a party at the address of such party set forth in the signature pages to this Agreement (or at such other address for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or on the third business day following the date on which so mailed or sent.

Section 10.04 Parties in Interest. This Agreement will inure to the benefit of and be binding upon the parties hereto and the respective successors and assigns. Nothing in this Agreement is intended to confer, expressly or by implication, upon any other person any rights or remedies under or by reason of this Agreement.

Section 10.05 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all together will constitute one document. The delivery by facsimile of an executed counterpart of this Agreement will be deemed to be an original and will have the full force and effect of an original executed copy.

Section 10.06 Severability; Separate Transactions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.07 Specific Performance. The parties hereto acknowledge that damages alone may not adequately compensate a party for violation by another party of this Agreement. Accordingly, in addition to all other remedies that may be available hereunder or under applicable law, any party shall have the right to any equitable relief that may be appropriate to remedy a breach or threatened breach by any other party hereunder, including the right to enforce specifically the terms of this Agreement by obtaining injunctive relief in respect of any violation or non-performance hereof.

Section 10.08 Bulk Sales Laws. SW and IVS each hereby waive compliance by the Trust with the "bulk sales", "bulk transfer" or similar laws of any state. IVS and GB agree to indemnify and hold SW harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by SW or any of its affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Section 10.09 Governing Law; Jurisdiction.

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Notwithstanding the foregoing, the parties shall continue performing their respective obligations under this Agreement while the Dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.

Section 10.10 Additional Condition to Effectiveness of SW's Obligations; Delivery of IVS Disclosure Schedule. IVS acknowledges and agrees that this Agreement shall not be deemed to have been executed and delivered by SW, and SW shall have no liability or obligation hereunder, unless and until the Board of Directors of SW (in its sole discretion) shall have approved the execution, delivery and performance by SW of this Agreement and the consummation by SW of the transactions contemplated hereby. IVS agrees to deliver the IVS Disclosure Schedule referenced in Article III (in form and substance satisfactory to SW) to SW a reasonable time prior to the Closing.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement in a manner legally binding upon them as of the date first above written.

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EXHIBIT A TO ACQUISITION AGREEMENT
FORM OF EMPLOYMENT AGREEMENT

This Agreement is made and is effective as of the ___ day of _________, 2012, by and between S&W Seed Company, a Nevada corporation (the "Company"), and Fred Fabre ("Executive"). Together, Executive and the Company are sometimes referred to as the "Parties."

WHEREAS, the Company desires to retain Executive in the capacity of Vice President - Sales, and Executive wishes to be so retained; and

WHEREAS, the Company and Executive both desire to memorialize the arrangement in writing.

NOW THEREFORE, in consideration of the material advantages accruing to the two parties and the mutual covenants contained herein, and intending to be legally and ethically bound hereby, the Company and Executive:

(a) Positions and Duties. Executive will serve, at the pleasure of the Chief Executive Officer of the Company (the "CEO"), as Vice President - Sales of the Company and shall report to the CEO and the Company's Board of Directors. As of the date of this Agreement (the "Effective Date"), Executive will be considered a full-time employee of the Company. In the capacity of Vice President - Sales, Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company. Executive will have such powers, authorities and responsibilities as may reasonably be assigned to him by the CEO. However it is the presumption of the parties that Executive shall possess sole decision making authority regarding trading of non-certified alfalfa seed commodities sourced from Imperial Valley Milling, Co, a California corporation. The period Executive is employed by the Company under this Agreement is referred to herein as the "Employment Term."

(b) Obligations. During the Employment Term, Executive will devote his full business efforts and time to the Company and will use good faith efforts to discharge his obligations under this Agreement to the best of his ability. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Company; provided, however, that Executive may, without the approval of the Company, serve in any capacity with any civic, educational, or charitable organization and serve on the board(s) set forth on Schedule A attached hereto, provided such services do not materially interfere with Executive's obligations to the Company. Executive represents that he is not subject to any non-competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict in any way, Executive from fully performing his services hereunder during his employment with the Company.

2. Term of Agreement. This Agreement will have a term of five (5) years commencing on the Effective Date. No later than ninety (90) days before the end of the term of this Agreement, the Company and Executive will discuss whether and under what circumstances the Agreement will be renewed.

4. Compensation.

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5. Executive Benefits

6. Expenses. The Company will reimburse Executive for reasonable travel, client entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.

7. Termination of Employment. In the event Executive's employment with the Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary accrued up to the Date of Termination, (b) pay for accrued but unused vacation, (c) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive and under which he has a vested right (including any right that vests in connection the termination of his employment), (d) unreimbursed business expenses to which Executive is entitled to reimbursement under the Company's expense reimbursement policy, and (e) rights to indemnification Executive may have under the Company's Articles of Incorporation, Bylaws, the Employment Agreement, or separate indemnification agreement, as applicable, including any rights Executive may have under directors and officers insurance policies.

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8. Covenants

9. Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company's by-laws and Certificate of Incorporation, including coverage, if applicable, under any directors and officers insurance policies, with such indemnification determined by the Board or any of its committees.

10. Confidential Information, etc..

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11. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive's death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation, or other business entity, which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive's right to compensation or other benefits will be null and void.

12. Notices. All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent overnight by a well-established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

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13. Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision.

14. Governing Law: Arbitration.

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Notwithstanding the foregoing, the parties shall continue performing their respective obligations under this Agreement while the Dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.

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15. Integration. This Agreement, together with the Proprietary Inventions and Assignment Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing and is signed by duly authorized representatives of the parties hereto. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.

16. Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

17. Survival. The Proprietary Inventions and Assignment Agreement and the Company's and Executive's responsibilities under Sections 7, 8, 9, 11, 12, 13, and 14 will survive the termination of this Agreement.

18. Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

19. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

20. Governing Law. This Agreement will be governed by the laws of the State of California.

21. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

22. Internal Revenue Code Section 409A. Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code or regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of his "separation from service" (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then such amount or benefit will not be paid or provided during the six-month period following the date of Executive's separation from service and instead shall be paid or provided on

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the first business day that is at least seven (7) months following the date of Executive's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

23. Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, on the day and year written below.

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EXHIBIT B TO ACQUISITION AGREEMENT
FORM OF SUBORDINATED PROMISSORY NOTE

FOR VALUE RECEIVED, S&W SEED COMPANY, a Nevada corporation (the "Maker"), promises to pay to Imperial Valley Seeds, Inc., 250 E. 5th Street, Holtville, CA 92250 (the "Holder") or its registered assigns or successors in interest, the sum of FIVE HUNDRED THOUSAND Dollars ($500,000), together with any accrued and unpaid interest hereon, on _________, 2017 (the "Maturity Date"), if not sooner paid.

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Acquisition Agreement dated as of the date hereof by and among the Maker, the Holder and the other parties named therein (as amended, modified and/or supplemented from time to time, the "Acquisition Agreement").

The following terms shall apply to this Subordinated Promissory Note (this "Note"):

1.1 Interest Rate. Interest payable on the outstanding principal amount of this Note (the "Principal Amount") shall accrue at a rate per annum equal to one-month LIBOR at Closing plus 2%. Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable in five annual installments, in arrears, commencing on _________ __, 2013, and on each succeeding anniversary thereof (i.e., _____ 2014, ______ 2015, and _________ 2016) through and including the Maturity Date (each, a "Payment Date"), and on the Maturity Date, whether by acceleration or otherwise.

1.2 Principal Payments. Amortizing payments of the Principal Amount (together with accrued and unpaid interest) shall be made in cash by the Maker on each Payment Date in the amount of $100,000. Any remaining outstanding Principal Amount together with any accrued and unpaid interest under this Note shall be due and payable on the Maturity Date.

1.3 Optional Prepayment. The Maker may prepay this Note, in whole or in part, at any time.

1.4 Cancellation In Event of Fred Fabre Ceases to be Employed by Maker. This Note shall be cancelled and Maker released from any and all liabilities hereunder if, at any time prior to the Maturity Date, either (a) Fred Fabre terminates his employment with Maker or an affiliate thereof (excluding (i) a termination that Maker and Mr. Fabre agree is due to a physical or mental disability that would prevent the performance of Mr. Fabre's duties and (ii) termination upon Mr. Fabre's death) or (b) Maker or an affiliate thereof terminates the employment of Mr. Fabre pursuant to Section 3(a) of the Employment Agreement, of even date herewith, between Mr. Fabre and Maker, as the same may be amended by the parties.

2.1 Subordination. All payments due under this Note shall be subordinated and made junior, in all respects to the payment in full of all principal, all interest accrued on and all other amounts due on any and all Senior Indebtedness (as defined in the next sentence) of the Maker. "Senior Indebtedness" means all indebtedness owed by or incurred by the Maker, from time to time, under any credit or similar facility with any financial institution, bank or other lender.

3.1 Events of Default. The occurrence of any of the following events set forth in this Section 3.1 shall constitute an event of default ("Event of Default") hereunder:

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3.2 Default Payment. Following the occurrence and during the continuance of an Event of Default, the Holder, at its option, may demand repayment in full of all obligations and liabilities owing by Maker to the Holder under this Note.

3.3 Costs of Collection. Maker agrees to pay all reasonable attorneys' fees and expenses in connection with any legal proceedings brought by Holder to collect any unpaid Principal Amount or interest which is not paid in full when due.

4.1 Amendment Provision. The term "Note" and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as such successor instrument may be amended or supplemented.

4.2 Right to Withhold and Offset. The Holder acknowledges and agrees that the Maker shall have the right (a) to withhold from payments due hereunder the aggregate amounts of any indemnification claims then pending or unresolved against the Holder under the Acquisition Agreement and (b) to off-set against payments due hereunder the aggregate amounts of any such indemnification claims resolved in favor of the Maker.

4.3 Governing Law.

4.4 Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

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IN WITNESS WHEREOF, the Maker has caused this Note to be signed in its name effective as of this ___ day of __________, 2012.

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EXHIBIT C TO ACQUISITION AGREEMENT
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of ________ __, 2012, between S&W Seed Company, a Nevada corporation ("Buyer") and Imperial Valley Seeds, Inc., a California corporation ("Seller").

WHEREAS, Seller and Buyer have concurrently herewith consummated the purchase by Buyer of the IVS Assets pursuant to the terms and conditions of the Acquisition Agreement, dated _________, 2012, among Buyer, Seller and the other parties thereto (the "Acquisition Agreement"; terms defined in the Acquisition Agreement and not otherwise defined herein being used herein as therein defined);

NOW, THEREFORE, in consideration of the sale of the Purchased Assets and in accordance with the terms of the Acquisition Agreement, Buyer and Seller agree as follows:

1. Seller does hereby sell, transfer, assign and deliver to Buyer all of the right, title and interest of Seller in, to and under the IVS Assets.

2. Buyer does hereby accept all of the right, title and interest of Seller in, to and under the IVS Assets.

3. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflict of laws. Any dispute arising out of, based on, or in connection with this Agreement or the transactions contemplated hereby shall be resolved in the manner contemplated by the Acquisition Agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

EXHIBIT D TO ACQUISITION AGREEMENT
FORM OF IVM SUPPLY AGREEMENT

SUPPLY AGREEMENT, dated as of _________ __, 2012 (the "Agreement"), by and between IMPERIAL VALLEY SEEDS, INC., a California corporation ("IVS"), and IMPERIAL VALLEY MILLING CO., a California corporation ("IVM").

WHEREAS, IVM conducts an alfalfa and other seed sourcing, cleaning and supply business; and

WHEREAS approximately 90% of the seed that IVM processes is subsequently sold by IVS, a company that was established for the purpose of selling IVM's certified and uncertified alfalfa seed (collectively, "Seed") and Bermuda grass seed production;

WHEREAS, IVS is engaged in the marketing and sale of Seed throughout the world;

WHEREAS, IVM agrees to offer to sell and (at SW's option) to sell its entire output of all of the Seed production that IVM contracts for and/or purchases from farmers and any other sources;

WHEREAS, in order to be successful, IVS needs to participate with IVM at all stages of the process of contracting for and acquiring Seed, including the particular varieties that are grown or acquired;

WHEREAS, IVS and IVM desire to establish the framework, terms and conditions upon which IVM will sell Seed to IVS.

NOW, THEREFORE, in consideration of the premises and mutual representations, warranties and covenants herein contained, the parties hereby agree as follows:

1. Agreement to Supply Seed. During the term of this Agreement, and subject to the terms and conditions of this Agreement, the presumption of parties shall be that the entire Seed production of IVM will be offered and sold to IVS and that IVS will sell IVM's entire output from any and all sources (including, without limitation, Seed inventory held on consignment for growers) of Seed to IVS in the quantities and at the prices as hereinafter provided. Notwithstanding anything else in this agreement, IVS shall not be mandated to purchase all Seed if it so declines to do so.

1. Coordination and communication. IVS and IVM hereby agree that IVM will use a standard grower contract in the form attached hereto as Exhibit A, which form can be amended from time to time by IVM and IVS. When and as signed by a grower, IVM will promptly supply IVS with a copy of each grower contract so that IVS is always aware of the terms of the contractual commitments for Seed production. On the 15th of each month commencing in June and ending with September 15, IVM will deliver to IVS a written report stating both the amount of Seed processed for the harvest as of that date and

a forecast of its expected output of Seed for the remainder of the harvest. Further, during the Imperial Valley's annual Seed harvest IVM and IVS shall use their best efforts to see that their respective employees are in frequent communication as to the status of IVS's sales and IVM's production. In its grower relationships, IVM will ensure that IVS has the right to contact growers directly regarding harvesting and farming practices and to conduct field observation throughout the life of a stand (regardless of whether seed is actually in production). During the cyclical contracting and seed planting period, from approximately September through November and also in early Spring IVM and IVS agree to communicate often, but at least weekly, on the subjects of seed production contracting, seed purchase and seed consignment.

2. IVM will use its best efforts to coordinate its Seed supplying efforts so that the maximum amount of Seed commercially possible is available for sale during the harvest to IVS's traditional markets in Middle East and North Africa. In addition, IVM will use its best efforts to contract and/or produce Seed in quantities and of quality consistent with its historical operations and the requirements of IVS. Without limiting the foregoing, IVM will place first priority on scheduling of its processing of Seed before other products.
3. At any time during the term of this Agreement IVS may submit a request to purchase Seed from IVM in such quantities and on such delivery dates as required by IVS (an "Acquisition Request"). The Acquisition request may be communicated telephonically, by facsimile or by electronic mail.
4. Following receipt of the Acquisition Request, IVM shall use best efforts to source the requested Seed and to deliver as promptly as possible a statement to IVS setting forth the quantity of Seed IVM has available in whole or in part to fulfill the requirements of the Acquisition Request (an "Availability Notice"). For a commercially reasonable period following its receipt of an Availability Notice, IVS will have the exclusive option to purchase all or any portion of the Seed listed in the Availability Notice at a purchase price equal to IVM's Actual Cost (as defined below) plus $___ per pound (during the first ten years of the term of this Agreement) and $___ per pound (during the final five years of the term of this Agreement). IVS may exercise its purchase option by delivering to IVM a purchase order for the quantity of Seed it desires to purchase. Any such purchase will be made on IVS's standard payment, delivery and other terms as specified in the purchase order. The foregoing purchase price will be inclusive of all services set forth on Exhibit B hereto.
5. IVS agrees to purchase from IVM, and IVM agrees to sell to IVS, all of its requirements for seed coating services for up to 4 million pounds per annum of Seed (and Bermuda grass seed) sourced by IVS from the Imperial Valley. IVM will provide any and all seed coating services requested by IVS for a total price of $___ per pound for the services described in Exhibit C hereto.
6. As used herein, "Actual Cost" means, as to any seed, the contracted price per pound IVM actually pays to the grower of the seed.

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7. If IVS declines to purchase all or any portion of the Seed listed in an Availability Notice (the amount and type of Seed that IVS declines to purchase being referred to herein as, a "Declined Portion"), then IVM may sell all or any portion of the Declined Portion to other purchasers solely for distribution and end use within the United States. IVM will not sell, or offer to sell, (i) any Seed which has not been first offered for sale to IVS pursuant to an Availability Notice and (ii)_any Seed for a price less than the price set forth in paragraph 1(d). In addition, IVM will not (directly or indirectly) provide any sourcing, cleaning, coating or other services in respect of Seed which has not been offered for sale to IVS pursuant to an Availability Notice.
8. All responsibility for decisions regarding the maintenance of inventory, the construction of a new plant and similar elements of IVM's business will rest entirely with IVM. IVS shall have no liability or other responsibility whatsoever for loss or damage incurred by IVM with respect to these decisions.
9. IVM will ensure that Shane Brady, (IVM's production manager) enters into confidentiality and trade secret protection agreements, in form and substance reasonably satisfactory to IVS, that protect (among other things) IVM's Seed grower relationships and the identity of its growers. IVS will be named as an intended third-party beneficiary of such agreements. IVM agrees that it will use best efforts to enforce such agreements in the event of any breach thereof.

2. Agreement to Supply Bermuda Grass Seed. IVS will provide IVM with an annual forecast of IVS's requirements for Bermuda grass seed during the following year. IVM agrees to use its best efforts to source a sufficient supply of Bermuda grass seed to meet IVS's forecast requirements at a purchase price equal to IVM's Actual Cost plus $___ per pound (during the first ten years of the term of this Agreement) and $___ per pound (during the final five years of the term of this Agreement), such price inclusive of all services set forth on Exhibit B hereto.

3. Quality; Inspection and Audit.

1. IVM will satisfy and comply diligently with all written quality assurance requirements of IVS. The Seed (and any Bermuda grass seed sold hereunder) will be cleaned, stored and shipped by IVM in strict compliance with all applicable federal, state and local laws and regulations (including, without limitation, CCIA blue tag requirements) and IVS's specifications.
2. IVS will have the right to inspect without advance notice (i) the premises of IVM at which the Seed (or any Bermuda grass seed sold hereunder) is produced; (ii) all of IVM's facilities and equipment relating to cleaning, storage and delivery of such seed and (c) such seed, prior to its shipment to IVS. Neither IVS nor its employees or agents will be required by IVM to execute a confidentiality agreement, waiver or other agreement as a condition to engaging in inspections related to such seed.
3. During the term of this Agreement and for a period of two years after termination, IVM's correspondence, records and books of account related to the supply of Seed (and any Bermuda grass seed sold hereunder) to IVS, will be open to inspection and audit by IVS during IVM's normal business hours.

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4. Right of First Refusal. During the term of this Agreement:

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4. Term. The term of this Agreement will start on the date first written above (the "Effective Date") and will expire on the fifteenth anniversary of the Effective Date.

1. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof (other than any confidentiality agreement between the parties; any provisions of such agreements which are inconsistent with the transactions contemplated by this Agreement being waived hereby) and (ii) shall not be assigned by operation of law or otherwise; provided, that IVS (or any assignee of IVS) may assign its rights and obligations hereunder to any subsidiary of IVS (or such assignee). IVM hereby consents to the assignment by IVS of its rights and obligation under this Agreement to S&W Seed Company (or any subsidiary thereof).
2. Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand sent via a reputable nationwide courier service or mailed by registered or certified mail (return receipt requested) to a party at the address of such party set forth in the signature pages to this Agreement (or at such other address for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or on the third business day following the date on which so mailed or sent.
3. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
4. IVM acknowledges that it is an independent contractor and is not an agent, partner, joint venturer nor employee of IVS. IVM shall have no authority to bind or otherwise obligate IVS in any manner nor shall IVM represent to anyone that it has a right to do so.

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5. The parties hereto acknowledge that damages alone may not adequately compensate a party for violation by another party of this Agreement. Accordingly, in addition to all other remedies that may be available hereunder or under applicable law, any party shall have the right to any equitable relief that may be appropriate to remedy a breach or threatened breach by any other party hereunder, including the right to enforce specifically the terms of this Agreement by obtaining injunctive relief in respect of any violation or non-performance hereof.
6. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the law of the State of California without regard to any applicable principles of conflicts of law.
7. Any dispute, controversy or claim, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory (a "Dispute") between IVS and IVM arising out of or relating to this Agreement, any obligations hereunder or the relationship of the parties under this Agreement shall be settled by binding arbitration conducted in San Diego, California in accordance with the then current arbitration rules of JAMS as modified by the following provisions of this Agreement:

   (i) Within five business days following the delivery of notice of a Dispute by a party in accordance with this Agreement (a "Notification"), the parties shall meet and confer on a date and at a time and place agreed upon between the parties. If the Dispute(s) are resolved by the parties in such meeting, the parties agree to reduce to writing the settlement or resolution thereof, which shall thereupon become part of this Agreement. In the event that the meeting for any reason does not occur prior to the tenth day following a Notification or does not result in a mutually agreed settlement, then the parties shall proceed with the arbitration.

   (ii) If the amount in dispute exceeds $1,000,000, three neutral arbitrators shall be selected by the parties from the JAMS panel list, one of whom shall be chosen by IVS, one of whom shall be chosen by IVM and the third to be chosen by the two arbitrators chosen by IVS and IVM; provided, that if the two arbitrators chosen by IVS and IVM are unable to reach agreement with respect to the third arbitrator, the third shall be chosen in accordance with the appointment rules of JAMS. If the amount in dispute is less than $1,000,000, selection of one neutral arbitrator by the parties shall be from JAMS panel list and shall be chosen by IVS and IVM together; provided, that if IVS and IVM are unable to reach agreement with respect to the arbitrator, the arbitrator shall be chosen in accordance with appointment rules of JAMS. The arbitrator(s) shall be experienced in complex business matters and mergers and acquisitions transactions.

   (iii) The arbitration process shall be conducted on an expedited basis by the regional office of JAMS located in San Diego, California. Proceedings in arbitration shall begin no later than 45 days after the filing of the Dispute with JAMS and shall be scheduled to conclude no later than 180 days after the filing of the Dispute (including delivery of the written judgment under clause (vi) below). All hearings, unless otherwise agreed to by the parties, shall be held in San Diego, California. Notwithstanding the foregoing, the timetable for the arbitration process will be further expedited in the event that IVM or IVS is seeking mandatory or prohibitive injunctive relief and an expedited schedule is reasonably required to preserve the business interests of the party or parties seeking such relief.

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(iv) IVM and IVS may obtain and take discovery, including requests for production, interrogatories, requests for admissions and depositions, as provided by the Federal Rules of Civil Procedure; provided that the arbitrator(s) may, in his, her or their discretion, set parameters on (including the extension of) the timing and/or completion of this discovery and may order additional pre-hearing exchange of information, including, without limitation, exchange of summaries of testimony or exchange of statements of positions. All rights of discovery shall commence upon delivery of a Notification, regardless of the timing or occurrence of the meeting contemplated by clause (i) above.

(v) The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be disclosed exclusively for the purpose of facilitating the arbitration process and for no other purpose.

(vi) The award of the arbitrator(s) shall be made in a written opinion containing a concise reasoned analysis of the basis upon which the award was made. The award of the arbitrator(s) may provide for mandatory or prohibitive injunctive relief.

(vii) A judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(viii) The parties to any arbitration initially shall share equally the fees and costs of JAMS and the arbitrator(s). At the discretion of the arbitrator(s), the prevailing party or parties may recover from the adverse parties his, her or its actual reasonable attorneys' fees and costs incurred in connection with the arbitration and the enforcement thereof (including reimbursement of any fees and costs of JAMS and the arbitrator(s) paid by such party).

(ix) Any party may apply to a court having jurisdiction to: (A) enforce this agreement to arbitrate; (B) seek provisional injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved; (C) avoid the expiration of any applicable limitations period; or (D) preserve a superior position with respect to other creditors.

(x) The arbitrator(s) are only authorized to, and only have the consent of the parties to, interpret and apply the terms and conditions of this Agreement in accordance with the governing law. The arbitrator(s) are not authorized to, and shall not, order any remedy not permitted by this Agreement and shall not change any term or condition of this Agreement, deprive either party of any remedy expressly provided hereunder or provide any right or remedy that has not been expressly provided hereunder.

(xi) The Federal Arbitration Act, 9 U.S.C. Sections 1 through 14 (as amended and including any successor provision), except as modified hereby, shall govern the interpretation and enforcement of this Section 5(g).

Notwithstanding the foregoing, the parties shall continue performing their respective obligations under this Agreement while the Dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.

8. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement in a manner legally binding upon them as of the date first above written.