following a given reporting period. Such records shall be made available during normal business hours for inspection, upon at least five (5) days prior notice, by PVMI or a Tri-State Partner Institution, or by a Certified Public Accountant (“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 all reasonable steps, and shall incorporate all reasonable practices, necessary to ensure the quality and reputation of the Licensed Product, which steps and practices 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; and (e) GROWER will ensure that any Licensed Products it uses, sells, transfers or otherwise disposes of are not defective and will satisfy all applicable federal, state, provincial, and local statutes, rules, and regulations. PVMI, or its authorized representatives, have reasonable rights of inspection over GROWER’s operations for the purpose of 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; or (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, at its sole option and discretion, 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 6.2, PVMI shall furnish GROWER a written notice of intention to modify, terminate and/or subject GROWER to Blacklisting, and GROWER shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any provision 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 terminate on December 31, 2021.

7.2 Events following Termination. Upon termination of this Agreement, all sums due to PVMI hereunder shall become immediately payable. GROWER shall, however, pay any subsequent 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, INCLUDING WITHOUT LIMITATION WITH REGARD TO ANY INTELLECTUAL PROPERTY RIGHTS OR CULTIVARS OR LICENSED PRODUCTS HEREUNDER. PVMI EXPLICITLY AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE CULTIVARS OR LICENSED PRODUCTS.

8.2 Limits on Damages. IN NO EVENT SHALL PVMI OR ITS OFFICERS, MEMBERS, AGENTS OR EMPLOYEES BE LIABLE TO GROWER OR ANY THIRD PARTY CLAIMING UNDER OR THROUGH GROWER FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY ECONOMIC DAMAGE OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER GROWER OR THE THIRD PARTY CLAIMING UNDER OR THROUGH GROWER HAS BEEN ADVISED, SHALL HAVE OTHER REASON TO KNOW OR IN FACT KNOWS OF THE POSSIBILITY OF SAID DAMAGES OCCURRING.

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 rights 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.

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