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

WHEREAS, the Parties entered into that certain Asset Purchase and Sale Agreement dated December 19, 2014, as amended pursuant to that certain First Amendment to the Asset Purchase and Sale Agreement dated December 31, 2014 and that certain Second Amendment to the Asset Purchase and Sale Agreement dated April 23, 2015 (as amended, the "APSA");

WHEREAS, the Parties now wish to amend the APSA as provided in this Third 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 Third Amendment, capitalized terms not defined herein shall have the meanings ascribed to them in the APSA.
2. Section 5.8 of the APSA shall be amended by inserting the following new subsection (h) immediately following subsection (g) thereof:

(h) No later than July 31, 2015, on not less than five (5) days' prior written notice, Buyer shall remove and transport (or cause to be removed and transported) the Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi) from Seller's or its Affiliate's facility in Wagga Wagga, New South Wales, Australia during normal business hours and in a manner that does not interfere with or negatively affect in any material respect any other activities of Seller or its Affiliates. In connection with the actions described in this Section 5.8(h), Buyer shall comply, and shall cause its Affiliates and their respective representatives and agents to comply, with all access rules and requirements of Seller or its Affiliates, including all good manufacturing practices and visitor and safety rules and requirements. The cost of such removal and transport shall be borne by Buyer. Buyer shall indemnify, defend and hold harmless the Seller Indemnified Persons for, and shall pay to each Seller Indemnified Person the amount of any Damages incurred by such Seller Indemnified Person in connection with, the removal and transportation of the Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi), including any claims by any representative or agent of Buyer or its affiliates assisting in the removal and transportation of such property. If Buyer shall fail to remove and transport the Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi) on or before July 31, 2015, Seller shall have no obligation to make

available or deliver such Inventory Seed to Buyer, such Inventory Seed shall be deemed to be an Excluded Asset for purposes of this Agreement and clause (b) of the third berger dot on Exhibit 2.1(a)(xi) shall be deemed to be stricken from such Exhibit 2.1(a)(xi) without further action of any party. Notwithstanding anything to the contrary contained herein, (i) Buyer agrees to accept, and to cause its applicable Affiliates to accept, the Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi) "as is" and "where is", (ii) none of Seller or any of its Affiliates make any and expressly disclaim, and Buyer, for and on behalf of itself and its Affiliates, agrees and acknowledges that none of Seller or any of its Affiliates makes any and expressly disclaims reliance upon, any representation or warranty (express or implied) of any kind (including as to accuracy or completeness) with respect to the Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi), and (iii) none of Seller or any of its Affiliates shall have any Liability (including to any Buyer Indemnified Party) arising from or related to the Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi). Buyer shall bear all risk of loss with respect to all Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi).

3. Section 9.8(a) of the APSA shall be amended by deleting the text therein in its entirety and inserting the following in lieu thereof:

(a) Subject in all events to Section 5.8(h), all claims that any Buyer Indemnified Person may have with respect to the Inventory Seed, for any cause whatsoever (including for any Breach of the representations made in Section 3.14), shall be deemed waived by such Buyer Indemnified Person unless made in writing and received by Seller no later than sixty (60) days after the Closing Date; provided, however, that as to any such cause not reasonably discoverable by visual inspection within such sixty (60) day period, any claim based thereon shall be deemed to be waived by such Buyer Indemnified Person unless made in writing and received by Seller no later than fifteen (15) days after such Buyer Indemnified Person learns of such defect giving rise to such claim. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Buyer Indemnified Person be entitled to make any claim with respect to (i) the Inventory Seed, for any cause whatsoever (including for any Breach of the representations made in Section 3.14), after the date that is twelve (12) months after the Closing Date, or (ii) any of Inventory Seed described in clause (b) of the third berger dot on Exhibit 2.1(a)(xi). Any Buyer Indemnified Person's failure to provide written notice of any claim within the applicable time period(s) specified above shall be deemed an absolute and unconditional waiver by such Buyer Indemnified Person of such claim.

4. Exhibit 2.1(a)(xi) of the APSA shall be deleted in its entirety and the form of Exhibit 2.1(a)(xi) of the APSA set forth on Attachment I to this Third Amendment shall be inserted in lieu thereof.

5. This Third Amendment shall be effective as of the date first written above.
6. In case of any inconsistencies between the terms and conditions contained in this Third Amendment and the terms and conditions contained in the APSA, the terms and conditions of this Third Amendment shall control.
7. Except as set forth in this Third Amendment, (a) all provisions of the APSA shall remain unmodified and in full force and effect and (b) nothing contained in this Third Amendment shall amend, modify or otherwise affect the APSA or any Party's rights or obligations contained therein.
8. This Third Amendment shall be governed by and interpreted in accordance with the substantive laws of the State of Delaware, without regard to its conflicts of laws principles. Any controversy or claim arising out of or relating to this Third Amendment shall be handled in accordance with Section 10.3 of the APSA.
9. This Third Amendment (along with the APSA and the other Transaction Documents) 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.
10. All of the terms and provisions of this Third Amendment shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
11. This Third 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.

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

[Signature Page to Third Amendment to Asset Purchase and Sale Agreement]

Attachment I

• All unharvested alfalfa seed under grower contracts that are Transferred Contracts for the 2014 harvest season.
• All harvested alfalfa seed under grower contracts that are Transferred Contracts for the 2014 harvest season, whether located at the Transferred Plant Sites or with any third-party conditioner.
• The following alfalfa seed: (a) the alfalfa seed purchased on and after November 1, 2014 and prior to December 31, 2014, from the following sellers: SGI, Power Seeds, Seed-Link and Seed-Rite, and (b) non-dormant experimental seed, of the varieties set forth below, located at Seller's or its Affiliate's facility in Wagga Wagga, New South Wales, Australia (if any).