(“CPA”) selected by PVMI or a Tri-State Partner Institution and approved by GROWER, for the sole purpose of verifying reports and payments hereunder. Such CPA shall not disclose any information other than information relating to accuracy of reports and payments made under this Agreement. In the event that any such inspection shows an underreporting and underpayment, then GROWER shall pay any additional sum that would have been payable to PVMI had GROWER reported correctly, with interest at the rate provided in Section 3, plus any out-of-pocket costs associated with the audit.

5. Performance and Diligence. GROWER shall take reasonable steps, and shall incorporate reasonable practices to insure the quality and reputation of the Licensed Product, which steps and provisions will include, as applicable: (a) the Licensed Products may be sold only as foundation, registered, or certified seed (or equivalent); (b) GROWER must mark all packages and/or invoices for Licensed Products with applicable indicators of identity (i.e., variety name, certificate numbers); (c) GROWER’s applicable catalogs, advertising and/or other commercial documents must include a notice that the Licensed Products are protected under applicable certificate number(s) (or equivalent); (d) GROWER will implement and monitor quality assurance standards for all contract growers authorized for Commercial Use of Licensed Product; (e) GROWER will ensure that any Licensed Products it uses, sells, transfers or otherwise disposes of are not defective and satisfy all applicable federal, state, and local statutes, rules, and regulations. PVMI, or its authorized representatives, have reasonable rights of inspection over GROWER’s operations for the purpose verifying GROWER’s compliance with the terms of this Agreement.

######## 6. Enforcement.

6.1. Notice of Infringement. Notice of Infringement. GROWER shall notify PVMI of any apparent or likely unauthorized propagation of PVMI Varieties that comes to the attention of GROWER.

6.2 Failure to Meet Obligations. to Meet Obligations. If (i) GROWER fails to meet the obligations set forth in Section 5 above; (ii) GROWER is in default on payment of Annual Royalties (iii) GROWER has willfully made a false statement or willfully omitted a material fact in any report required by this Agreement; (iv) GROWER commits a substantial breach of any other covenant or agreement contained in this Agreement; and (v) GROWER is adjudged bankrupt or has its assets placed in the hands of receiver or makes any assignment or other accommodation for the benefit of creditors, PVMI may modify or terminate this Agreement and/or may refuse to license future PVMI varieties to GROWER (“Blacklisting”). Prior to any modification or termination of this Agreement or Blacklisting under this Section 6, PVMI shall furnish GROWER a written notice of intention to modify, terminate and/or Blacklist, and GROWER shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement to PVMI’s satisfaction.

######## 7. Term and Termination.

7.1 Term. This Agreement shall commence on the Effective Date, and unless sooner terminated under this Section 6, shall remain for the crop year 2021, and shall automatically terminate as of December 31, 2021.

7.2 Events following Termination. Upon termination of this Agreement, all sums due to PVMI pursuant to Section 1.2 and 1.3 shall become immediately payable. GROWER shall, however, pay any further royalties accruing in accordance with the provisions of Section 1.3.

######## 8. Limitations; Indemnification by GROWER.

8.1 Disclaimer of Warranties. PVMI MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH REGARD TO ANY INTELLECTUAL PROPERTY RIGHTS OR CULTIVARS OR LICENSED PRODUCTS HEREUNDER. PVMI EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OF THE CULTIVARS OR LICENSED PRODUCTS UNDER THIS AGREEMENT.

8.2 Limits on Damages. IN NO EVENT SHALL PVMI OR ITS OFFICERS, MEMBERS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW OR IN FACT KNOW OF THE POSSIBILITY.

8.3 No Representations or Warranties. or Warranties. Nothing in this Agreement will be construed as: (a) a warranty or representation by PVMI as to the validity or scope of any Intellectual Property Rights; or (b) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of any intellectual property of third parties; or (c) an obligation to bring or prosecute actions or suits against third parties for infringement; or (d) an obligation to furnish any manufacturing or technical information outside the scope of this Agreement; or (e) conferring a right to use in advertising, publicity, or otherwise any trademark or trade name of PVMI or any of the Tri-State Partner Institutions.

8.4 Indemnification by GROWER. GROWER agrees to indemnify, hold harmless and defend PVMI and the Tri-State Partner Institutions, and their officers, employees, and agents from and against any and all liability, claims, suits, losses, damages, costs, fees, and expenses for personal injury or damage to life or property arising from: (i) the production,

2021 NON-EXCLUSIVE SUBLICENSE AGREEMENT (GROWER) Page 3 of 5