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".

WHEREAS, the Parties entered into that certain Contract Alfalfa Production Services Agreement dated December 31, 2014 (the "Agreement").

WHEREAS, the Parties now wish to amend the Agreement as provided in this Amendment.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. As used in this Amendment, capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
2. Section 4 of the Agreement shall be amended by deleting the text therein in its entirety and inserting the following in lieu thereof:

Contractor shall provide Conditioning Services of the Contracted Amounts (other than the 2015 Contracted Amount) to meet the Specifications and shall provide the Bagging and Treating Services as may be requested by Pioneer with the final Alfalfa Varieties and any Purchased Units to be delivered in Unit sizes or such other bulk containers as specified by Pioneer. On or before September 1 in each CY-1, Pioneer shall provide a conditioning request to Contractor that provides its then-current request for the applicable Contracted Amount by variety in substantially the form set forth on Exhibit G; provided, however, that on or before November 1 in each such CY-1, Pioneer shall have the right to amend each such conditioning request to the extent that such Alfalfa Varieties have not yet been conditioned in the manner as originally set forth in such conditioning request; provided, further, that on or before January 1 in the calendar year immediately following each such CY-1, Pioneer shall have the right to amend further such conditioning request to the extent that such Alfalfa Varieties have not yet been conditioned in the manner as originally set forth in such conditioning request, as the same may have been amended. By way of example, Pioneer may request changing a previous request for bulk untreated or treated seed to fully conditioned, treated and bagged units, but may not request a change from fully conditioned, treated or untreated, bagged units to bulk conditioned units without an agreement in writing between the parties. As another example, Pioneer may request to change bulk untreated to bulk treated. Pioneer will furnish Contractor with bags, and tags as reasonably required

by Contractor to perform such services at no charge. Fungicide and inoculants seed treatment will be applied by Contractor as specified by Pioneer in Exhibit D. Contractor shall provide a full accounting, by lot and batch, of the amount of bags and tags used by Contractor, the number of Units Conditioned, Bagged and Treated and an identification of which products and rates were used, together with the seed treatment testing results. Contractor agrees that it will utilize the tagging equipment specified by Pioneer during the term of this Agreement for all Contracted Amounts. Pioneer shall instruct Contractor as to the required text for certification tags and labeling. Prior to and after performing Conditioning Services, Contractor shall thoroughly clean all equipment and facilities in its control used in the planting, harvesting and Conditioning Services of the Alfalfa Varieties.

3. This Amendment shall be effective as of the date first written above.
4. In case of any inconsistencies between the terms and conditions contained in this Amendment and the terms and conditions contained in the Agreement, the terms and conditions of this Amendment shall control.
5. Except as set forth in this Amendment, (a) all provisions of the Agreement shall remain unmodified and in full force and effect and (b) nothing contained in this Amendment shall amend, modify or otherwise affect the Agreement or any Party's rights or obligations contained therein.
6. This Amendment shall be governed by the substantive laws of the State of Iowa, without regard to its conflicts of laws principles. Any controversy or claim arising out of or relating to this Amendment shall be handled in accordance with Section 16 of the Agreement.
7. This Amendment (along with the Agreement and the other Transaction Documents (as such term is defined in the APSA)) supersedes all prior agreements between the Parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.
8. All of the terms and provisions of this Amendment shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
9. This Amendment may be executed in any number of counterparts (including via facsimile or portable document format (PDF)), each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first above written.