September 22, 2015 Exhibit 10.7




    EXHIBIT 10.7



INTERCREDITOR AND SUBORDINATION AGREEMENT


THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") dated as of  September 22, 2015, is by and between (i)
KeyBank National Association (the "Working Capital Lender" as hereinafter further defined), (ii) Hudson Bay Fund LP, in its capacity as agent for the holders of the
Term Loan Debt defined below (in such capacity, the "Term Loan Agent" as hereinafter further defined) and (iii) Pioneer Hi-Bred International, Inc., an Iowa corporation
(the "Pioneer Lender" as hereinafter further defined).


R E C I T A L S:

A.Working Capital Lender has entered into one or more financing arrangements with S&W Seed Company, a Nevada corporation (the
"Borrower"), pursuant to which Working Capital Lender has made and may, upon certain terms and conditions, continue to make loans and provide other financial
accommodations to the Borrower secured by a security interest in substantially all of the personal property of the Borrower and certain of its subsidiaries.

B.Term Loan Lenders (as hereinafter defined) have made loans to the Borrower secured by a security interest in substantially all of the assets and
properties of the Borrower and certain of its subsidiaries.

C.In connection with the sale of the Pioneer Assets (as defined below) by the Pioneer Lender to the Borrower, the Borrower has issued a
promissory note to the Pioneer Lender, which note is secured by the Pioneer Assets (as defined below).

D.Working Capital Lender, Term Loan Agent and the Pioneer Lender desire to enter into this Agreement to (i) confirm the relative priorities of
the security interests of Working Capital Lender, Term Loan Agent (on behalf of itself and the Term Loan Lenders) and the Pioneer Lender in the assets and properties of Borrower
and certain other Obligors (as hereinafter defined), and (ii) provide for the orderly sharing among them, in accordance with such priorities, of the proceeds of such assets and
properties upon any foreclosure thereon or other disposition thereof.

In consideration of the mutual benefits accruing to Working Capital Lender, Term Loan Agent (on behalf of itself and the Term Loan Lenders) and the
Pioneer Lender hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as
follows:


1.DEFINITIONS

As used above and in this Agreement, the following terms shall have the meanings ascribed to them below:

"Accounts" means all now present and future "accounts" (as defined in Article 9 of the UCC).








"Agreements" shall mean, collectively, the Working Capital Loan Agreements, the Term Loan Agreements and the Pioneer Loan
Agreements.

"Borrower" shall mean S&W Seed Company, a Nevada corporation, and its successors and assigns, including, without limitation,
any receiver, trustee or debtor-in-possession on behalf of such person or on behalf of any successor or assign.

"Collateral" shall mean, collectively, the Working Capital Collateral, the Term Loan Collateral and the Pioneer Collateral.

"Equipment" means, as to each Grantor, all of such Grantor's now owned and hereafter acquired equipment, as defined in Article 9 of
the UCC.

"Event of Default" means an "Event of Default" or similar term, as such term is defined in any Working Capital Loan
Agreement, any Term Loan Agreement or any Pioneer Loan Agreement, so long as any such Agreement is in effect.

"Insolvency Proceeding" shall mean, as to any Person, any of the following:  (i) any case or proceeding with respect to such
Person under Title 11 of the United States Code, 11 U.S.C.  101 et seq. (the "U.S. Bankruptcy Code") or any other Federal or State or foreign bankruptcy,
insolvency, reorganization or other law affecting creditors' rights or any other or similar proceedings seeking any stay, reorganization, arrangement, composition or readjustment of
the obligations and indebtedness of such Person or (ii) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with
similar powers with respect to such Person or any of its assets or (iii) any proceeding for liquidation, dissolution or other winding up of the business of such Person or
(iv) any assignment for the benefit of creditors or any marshalling of assets of such Person.

"Intellectual Property" means, all of the following in any jurisdiction throughout the world:  (a) patents, patent applications and
inventions, including all renewals, extensions, combinations, divisions, or reissues thereof ("Patents"); (b) trademarks, service marks, trade names, trade dress,
logos, internet domain names and other business identifiers, together with the goodwill symbolized by any of the foregoing, and all applications, registrations, renewals and
extensions thereof ("Trademarks"); (c) copyrights and all works of authorship including all registrations, applications, renewals, extensions and reversions
thereof ("Copyrights"); (d) all computer software, source code, executable code, data, databases and documentation thereof; (e) all trade secret rights in
information, including trade secret rights in any formula, pattern, compilation, program, device, method, technique, or process, that (1) derives independent economic value, actual or
potential, from not being generally known to, and not being readily ascertainable by proper means by, other Persons who can obtain economic value from its disclosure or use, and
(2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; (f) all other intellectual property or proprietary rights in any discoveries, concepts,
ideas, research and development, know-how, formulae, patterns, inventions, compilations, compositions, manufacturing and production processes and techniques, program, device,
method, technique, technical data, procedures, designs, recordings, graphs, drawings, reports, analyses, specifications, databases, and other proprietary or confidential information,
including customer lists, supplier lists, pricing and cost information, business and marketing


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plans and proposals and advertising and promotional materials; and (g) all rights to sue
at law or in equity for any past, present or future infringement or other impairment or violation thereof and all products and Proceeds of the foregoing.


"Inventory" means as to each Grantor, all of such Grantor's now owned and hereafter existing or acquired inventory, as defined in Article
9 of the UCC.

"Junior Priority Lenders" means 

(a) with respect to the Working Capital Lender Priority Collateral, (i) prior to the payment in full of the Working Capital Debt, the Term Loan Lenders and the
Pioneer Lender and (ii) after the payment in full of the Working Capital Debt, the Pioneer Lender;

(b) with respect to the Term Loan Lender Priority Collateral, (i) prior to the payment in full of the Term Loan Debt, the Working Capital Lender and the Pioneer
Lender and (ii) after the payment in full of the Term Loan Debt, the Working Capital Lender; and

(c) with respect to the Pioneer Lender Priority Collateral, (i) prior to the payment in full of the Pioneer Lender Debt, the Term Loan Lenders and the Working
Capital Lender and (ii) after the payment in full of the Pioneer Lender Debt, the Working Capital Lender.

"Junior Priority Loan Documents" means

(a) with respect to the Working Capital Lender Priority Collateral, (i) prior to the payment in full of the Working Capital Debt, the Term Loan Agreements and
the Pioneer Loan Agreements and (ii) after the payment in full of the Working Capital Debt, the Pioneer Loan Agreements;

(b) with respect to the Term Loan Lender Priority Collateral, (i) prior to the payment in full of the Term Loan Debt, the Working Capital Loan Agreements and
the Pioneer Loan Agreements and (ii) after the payment in full of the Term Loan Debt, the Working Capital Loan Agreements; and

(c) with respect to the Pioneer Lender Priority Collateral, (i) prior to the payment in full of the Pioneer Lender Debt, the Term Loan Agreements and the
Working Capital Loan Agreements and (ii) after the payment in full of the Pioneer Lender Debt, the Working Capital Loan Agreements.

"Junior Priority Obligations" means 

(a) with respect to the Working Capital Lender Priority Collateral, (i) prior to the payment in full of the Working Capital Debt, the Term Loan Debt and the
Pioneer Lender Debt and (ii) after the payment in full of the Working Capital Debt, the Pioneer Lender Debt,

(b) with respect to the Term Loan Lender Priority Collateral, (i) prior to the payment in full the Term Loan Debt, the Working Capital Debt and the Pioneer
Lender Debt and (ii) after the payment in full of the Term Loan Debt, the Working Capital Debt,


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(c) with respect to the Pioneer Lender Priority Collateral, (i) prior to the payment in full of the Pioneer Lender Debt, the Term Loan Debt and the Working
Capital Debt and (ii) after the payment in full of the Pioneer Lender Debt, the Working Capital Debt.

"Lenders" means, collectively, Working Capital Lender, Term Loan Lenders and the Pioneer Lender, and their respective successors
and assigns, being sometimes referred to herein individually as a "Lender".

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance
(including, but not limited to, easements, rights of way and the like), lien (statutory or other), security agreement or transfer intended as security, including without limitation, any
conditional sale or other title retention agreement, the interest of a lessor under a capital lease or any financing lease having substantially the same economic effect as any of the
foregoing.

"Lien Enforcement Action" means (a) any action by any Lender to foreclose, execute, levy or collect on the Lien of such Person in
any of the Collateral, (b) any action by any Lender to take possession of, sell, lease, license or otherwise dispose, or otherwise realize (judicially or non-judicially) upon or
exercise or enforce any remedial rights with respect to any of the Collateral (including, without limitation, by setoff or notification of account debtors), (c) to receive a transfer of
Collateral in satisfaction of indebtedness or obligations secured thereby, and/or (d) the commencement by any Lender of any legal proceedings against or with respect to all or
any of the Collateral to facilitate the actions described in (a) - (c) above.

"Maximum Debt Amount" means 

(a) with respect to the principal amount of the Working Capital Debt the sum of $28,000,000 less the principal amount of any DIP Financing
incurred under Section 4.5 hereof, in each case reduced from time to time by the amount of any repayments of loans to the extent effected with a permanent reduction of the
commitments thereunder (but excluding reductions from refinancings), provided that after such time as any Lender (or agent thereof) has taken any enforcement action against the
Borrower, any Obligor or the Collateral or an Insolvency Proceeding has been commenced with respect to the Borrower or any Obligor, such amount shall only be reduced by
payments in cash actually received by Working Capital Lender which it is permitted to retain under this Agreement;

(b) with respect to the principal amount of the Term Loan Debt, $35,000,000 reduced from time to time by the amount of any repayments of loans (but
excluding reductions from refinancings), provided that after such time as any Lender (or agent thereof) have taken any enforcement action against the Borrower, any Obligor or the
Collateral or an Insolvency Proceeding has been commenced with respect to the Borrower or any Obligor, such amount shall only be reduced by payments in cash actually received
by Term Loan Lenders which they are permitted to retain under this Agreement; and

(c) with respect to the principal amount of the Pioneer Lender Debt, $15,000,000 reduced from time to time by the amount of any repayments of loans
(but excluding reductions from refinancings), provided that after such time as any Lender (or agent thereof) has taken any


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enforcement action against the Borrower, any Obligor or
the Collateral or an Insolvency Proceeding has been commenced with respect to the Borrower or any Obligor, such amount shall only be reduced by payments in cash actually
received by Pioneer Lender which it is permitted to retain under this Agreement.


"Obligors" means, individually and collectively, any person (other than the Borrower) liable on or in respect of the Term Loan Debt, the
Pioneer Lender Debt or the Working Capital Debt, and each of their successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession on behalf of
such person or on behalf of any such successor or assign.

"Obligations" means, collectively and individually, the Pioneer Lender Debt, the Term Loan Debt and the Working Capital Debt.

"paid in full" and "payment in full" means, (a) for purposes of the Working Capital Debt, payment in full in cash of the
Working Capital Debt and termination of the Working Capital Lender's commitments to extend loans and extensions of credit under the Working Capital Loan Agreements, (b) for
purposes of the Term Loan Debt, payment in full in cash of the Term Loan Debt and/or conversion of all Obligations in respect of the Term Loan Debt to common equity of the
Borrower in accordance with the terms of the Term Loan Agreements and (c) for purposes of the Pioneer Lender Debt, payment in full in cash of the Pioneer Lender Debt.  

"Person" or "person" means any individual, sole proprietorship, partnership, corporation (including without limitation,
any corporation which elects subchapter S status under the Internal Revenue Code of 1986, as amended), limited liability company, limited liability partnership, business trust,
unincorporated association, joint stock company, trust, joint venture, or other entity or any government or any agency or instrumentality or political subdivision thereof.

"Pioneer Assets" means the assets described on Annex I hereto.

"Pioneer Collateral" means all Pioneer Assets on which the Pioneer Lender has a Lien under the Pioneer Loan Agreements.

"Pioneer Intellectual Property Collateral" means the Intellectual Property comprising the Pioneer Assets, as set forth on Annex
II hereto, together with all products and Proceeds of the foregoing.

"Pioneer Lender Debt" means all obligations, liabilities and indebtedness of every kind, nature and description owing by Borrower or any
Obligor to the Pioneer Lender evidenced by or arising under the Pioneer Loan Agreements, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary
or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and expenses, however evidenced, whether as principal, surety, endorser,
guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Pioneer Loan Agreements or after the
commencement of any Insolvency Proceeding with respect to Borrower or any Obligor (and including, without limitation, the payment of interest which would accrue and become due
but for the commencement of such Insolvency Proceeding, whether or not such interest is allowed or allowable in whole or in part in any such Insolvency Proceeding), provided that,
for purposes of this Agreement, the term "Pioneer Lender Debt" shall not include the


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principal amount of loans and other credit accommodations in excess of the
Maximum Debt Amount with respect to the Pioneer Lender Debt.  The foregoing limitation shall not apply to, and the term "Pioneer Lender Debt" shall include, obligations
consisting of interest, fees, costs, indemnities or expenses.


"Pioneer Lender" means Pioneer Hi-Bred International, Inc., an Iowa corporation and its successors and assigns (including any other
lender or group of lenders that at any time succeeds to or refinances, replaces or substitutes for all or any portion of the Pioneer Lender Debt at any time and from time to time).

"Pioneer Lender Priority Collateral" means all Pioneer PP&E Assets constituting Collateral; provided, that "Pioneer
Lender Priority Collateral" shall not include any Pioneer Intellectual Property Collateral.

"Pioneer Loan Agreements" means the Promissory Note, dated as of December 31, 2014, between Borrower and the Pioneer Lender,
and all security agreements, guarantees, pledge agreements and other agreements, documents and instruments at any time executed and/or delivered by Borrower or Obligor or
any other person with, to or in favor of the Pioneer Lender in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified,
supplemented, extended, renewed or restated in accordance with the terms of this Agreement; provided, however, that Pioneer Loan Agreements shall not include that certain Asset
Purchase and Sale Agreement by and among Pioneer and Borrower, dated as of December 19, 2014 and the other documents set forth on Annex III hereto.

"Pioneer PP&E Assets" means the assets described in Annex IV hereto, which includes all Equipment and Real Estate
Assets (and the buildings, fixtures, improvements and appurtenances thereto located on such Real Estate Assets) constituting Pioneer Assets, and all Proceeds, products, books
and records in respect of or arising from the foregoing. 

"Proceeds" means all "proceeds" (as defined in Article 9 of the UCC), including any payment or property received on account
of any claim secured by Collateral in any Insolvency or Liquidation Proceeding.

"Real Estate Asset" means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Grantor in any
real property.


"Release Event" means (a) prior to the occurrence of an Insolvency Proceeding by or against any Borrower or any Obligor, upon
the occurrence and during the continuance of an Event of Default under the Senior Priority Loan Documents, the taking of any Lien Enforcement Action, provided that any
Release Event occurring prior to an Insolvency Proceeding by or against any Borrower or any Obligor shall cease to constitute a Release Event under this clause (a) as of the
occurrence of such Insolvency Proceeding if the Working Capital Lender continues making loans or other financial accommodations (whether pursuant to the Working Capital Loan
Agreements or otherwise) or consents to the use of cash collateral after the occurrence of such Insolvency Proceeding or (b) after the occurrence of an Insolvency Proceeding
by or against any Borrower or any Obligor, the occurrence of any of the following:  (i) the entry of an order of a Bankruptcy Court pursuant to Section 363 of the U.S.
Bankruptcy Code authorizing the sale of


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all or substantially all of the Borrower's and Obligors' assets or (ii) the taking of any Lien Enforcement Action described in clauses (a)
and (b) of the definition of such term by any Lender or the entry of an order of a Bankruptcy Court pursuant to Section 362 of the U.S. Bankruptcy Code vacating the automatic
stay and authorizing any Lender to take any Lien Enforcement Action.


"Reorganization Securities" means any debt securities of any Obligor or any other Person that are distributed to any Lender in respect of
such Lender's Obligations pursuant to a confirmed plan of reorganization or adjustment or a negotiated reorganization and that are subordinated in right of payment and lien priority
to the other Obligations to the same extent that such debt or liens securing such debt are subordinated under this Agreement.

"Senior Priority Collateral" means, (a) with respect to the Working Capital Lender, the Working Capital Lender Priority Collateral, (b) with
respect to the Term Loan Lenders, the Term Loan Lender Priority Collateral and, after the payment in full of the Pioneer Lender Debt, the Pioneer Lender Priority Collateral, and (c)
with respect to the Pioneer Lender, the Pioneer Lender Priority Collateral and, after the payment in full of the Term Loan Debt, the Term Loan Lender Priority Collateral.

"Senior Priority Lenders" means 

(a) with respect to the Working Capital Lender Priority Collateral, (i) prior to the payment in full of the Working Capital Debt, the Working Capital Lender and
(ii) after the payment in full of the Working Capital Debt, the Term Loan Lenders;

(b) with respect to the Term Loan Lender Priority Collateral, (i) prior to the payment in full of the Term Loan Debt, the Term Loan Lenders and (ii) after the
payment in full of the Term Loan Debt, the Pioneer Lender; and

(c) with respect to the Pioneer Lender Priority Collateral, (i) prior to the payment in full of the Pioneer Lender Debt, the Pioneer Lender and (ii) after the
payment in full of the Pioneer Lender Debt, the Term Loan Lenders.

"Senior Priority Loan Documents" means

(a) with respect to the Working Capital Lender Priority Collateral, (i) prior to the payment in full of the Working Capital Debt, the Working Capital Loan
Agreements and (ii) after the payment in full of the Working Capital Debt, the Term Loan Agreements;

(b) with respect to the Term Loan Lender Priority Collateral, (i) prior to the payment in full of the Term Loan Debt, the Term Loan Agreements and (ii) after the
payment in full of the Term Loan Debt, the Pioneer Loan Agreements; and

(c) with respect to the Pioneer Lender Priority Collateral, (i) prior to the payment in full of the Pioneer Lender Debt, the Pioneer Loan Agreements and (ii) after
the payment in full of the Pioneer Lender Debt, the Term Loan Agreements.


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"Senior Priority Obligations" means 

(a) with respect to the Working Capital Lender Priority Collateral, (i) prior to the payment in full of the Working Capital Debt, the Working Capital Debt and (ii)
after the payment in full of the Working Capital Debt, the Term Loan Debt;

(b) with respect to the Term Loan Lender Priority Collateral, (i) prior to the payment in full of the Term Loan Debt, the Term Loan Debt and (ii) after the
payment in full of the Term Loan Debt, the Pioneer Lender Debt; and

(c) with respect to the Pioneer Lender Priority Collateral, (i) prior to the payment in full of the Pioneer Lender Debt, the Pioneer Lender Debt and (ii) after the
payment in full of the Pioneer Lender Debt, the Term Loan Debt.

"Term Loan Agent" means Hudson Bay Fund LP, and its successors and assigns in its capacity as agent for the Term Loan Lenders
(including any other lender or group of lenders that at any time succeeds to or refinances, replaces or substitutes for all or any portion of the Term Loan Debt at any time and from
time to time).

"Term Loan Agreements" means the Securities Purchase Agreement, dated as of December 30, 2014, between Borrower and Term
Loan Lenders, and all Debentures (as defined therein), Securities (as defined therein), security agreements, guarantees, pledge agreements, other and other agreements,
documents and instruments at any time executed and/or delivered by Borrower or Obligor or any other person with, to or in favor of Term Loan Agent and/or Term Loan Lenders in
connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed or restated in accordance with
the terms of this Agreement.

"Term Loan Collateral" means all assets and properties of any kind whatsoever, real or personal, tangible or intangible and wherever
located of Borrower or any Obligor, on which Term Loan Agent and/or Term Loan Lenders have a Lien under the Term Loan Agreements.

"Term Loan Debt" means all obligations, liabilities and indebtedness of every kind, nature and description owing by Borrower or any
Obligor to Term Loan Agent and Term Loan Lenders evidenced by or arising under the Term Loan Agreements, whether direct or indirect, absolute or contingent, joint or several,
due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Term Loan
Agreements or after the commencement of any Insolvency Proceeding with respect to Borrower or any Obligor (and including, without limitation, the payment of interest which would
accrue and become due but for the commencement of such Insolvency Proceeding, whether or not such interest is allowed or allowable in whole or in part in any such Insolvency
Proceeding), provided that, for purposes of this Agreement, the term "Term Loan Debt" shall not include the principal amount of loans and other credit accommodations
in excess of the Maximum Debt Amount with respect to the Term Loan Debt.  The foregoing limitation shall not apply to, and the term "Term Loan Debt" shall include,
obligations consisting of interest, fees, costs, indemnities or expenses.


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"Term Loan Lender" means, individually and collectively, Term Loan Agent and each Purchaser (as defined in the Term Loan
Agreements), and their respective successors and assigns (including any other lender or group of lenders that at any time succeeds to or refinances, replaces or substitutes for all or
any portion of the Term Loan Debt at any time and from time to time).

"Term Loan Lender Priority Collateral" means the Pioneer Intellectual Property Collateral, and all Proceeds, products, books and records
in respect of or arising from the foregoing.

"UCC" means the Uniform Commercial Code (or any similar equivalent legislation) as in effect from time to time in the State of New
York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Lenders' security interest in any
item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of
definitions relating to such provisions.

"Working Capital Credit Agreement" means the Credit and Security Agreement, dated as of September [__], 2015, between Working
Capital Lender and Borrower, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed or restated in accordance with the terms of this
Agreement.

"Working Capital Collateral" means all assets and properties of any kind whatsoever, real or personal, tangible or intangible and
wherever located of Borrower or any Obligor, on which Working Capital Lender has a Lien under the Working Capital Loan Agreements.

"Working Capital Debt" means any and all obligations, liabilities and indebtedness of every kind, nature and description owing by
Borrower or any Obligor to Working Capital Lender evidenced by or arising under the Working Capital Loan Agreements, whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and expenses, however evidenced, whether
as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Working
Capital Credit Agreement or after the commencement of any Insolvency Proceeding with respect to Borrower or any Obligor (and including, without limitation, the payment of interest
which would accrue and become due but for the commencement of such Insolvency Proceeding whether or not such interest is allowed or allowable in whole or in part in any such
Insolvency Proceeding), provided that, for purposes of this Agreement, the term "Working Capital Debt" shall not include the principal amount of loans and other credit
accommodations in excess of the Maximum Debt Amount with respect to Working Capital Debt, except to the extent provided in Section 3.3 hereof.  The foregoing limitation
shall not apply to, and the term "Working Capital Debt" shall include, obligations consisting of interest, fees, costs, indemnities or expenses, in each case whether or not
charged by Working Capital Lender to the loan account of the Borrower or any other Obligor maintained by Working Capital Lender pursuant to the Working Capital Loan
Agreements.


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"Working Capital Lender" means KeyBank National Association, and its successors and assigns (including any other lender or group of
lenders that at any time succeeds to or refinances, replaces or substitutes for all or any portion of the Working Capital Debt at any time and from time to time).

"Working Capital Lender Priority Collateral" means the Working Capital Collateral other than the Term Loan Lender Priority Collateral
and the Pioneer Lender Priority Collateral.

"Working Capital Loan Agreements" means the Working Capital Credit Agreement and all guarantees, security agreements, pledge
agreements, other agreements, documents and instruments at any time executed and/or delivered by Borrower or any Obligor or any other person with, to or in favor of Working
Capital Lender in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed or restated in
accordance with the terms of this Agreement.

All terms defined in the Uniform Commercial Code as in effect in the State of New York, unless otherwise defined herein shall have the meanings set forth
therein.  All references to any term in the plural shall include the singular and all references to any term in the singular shall include the plural.

2.SUBORDINATION; SECURITY INTERESTS; PRIORITIES; REMEDIES

2.1Except as otherwise expressly set forth herein (including, without limitation, with respect to proceeds of any Term Loan Lender Priority Collateral
and any Pioneer Lender Priority Collateral), all payments on account of the Term Loan Debt and the Pioneer Lender Debt shall be subject, subordinate and junior, in right of
payment and exercise of remedies to the prior payment in full of the Working Capital Debt.  Notwithstanding the terms of the Term Loan Debt or the Pioneer Lender Debt, until the
payment in full of the Working Capital Debt, neither the Borrower nor any other Obligor shall make, directly or indirectly, and no Term Loan Lender or Pioneer Lender shall accept,
any payments on the Term Loan Debt or the Pioneer Debt, other than (i) regularly scheduled cash payments of interest on the Term Loan Debt or the Pioneer Debt  at the non-default
rate set forth in the Term Loan Agreements and the Pioneer Agreements, (ii) regularly scheduled cash payments of principal of the Term Loan Debt and the Pioneer Debt
(which shall not include mandatory or voluntary prepayments, redemptions or repurchases), (iii) reimbursement of fees, expenses and other indemnities pursuant to the Term Loan
Agreements and the Pioneer Agreements, (iv) receipt of Reorganization Securities, (v) any conversion of any Term Loan Debt into common equity of the Borrower in accordance
with Section 4 of the Debentures (as defined in the Term Loan Agreements), (vi) payments made in the form of common equity of the Borrower in accordance with Section 2 of the
Debentures (as defined in the Term Loan Agreements), (vii) payment of any amounts due under the Term Loan Agreements as a result of the Borrower's inability to convert any
Term Loan Debt into equity of the Borrower, in accordance with Sections 2(f) and 2(g) of the Warrants (as defined in the Term Loan Agreements) and Section 4(c)(vi) and 4(e) of the
Debentures (as defined in the Term Loan Agreements), (viii) payments in respect of the Term Loan Debt from proceeds of the Term Loan Lender Priority Collateral, and (ix)
payments or other distributions received by a Senior Priority Lender (including the Term Loan Lenders and/or the Pioneer Lender) from the proceeds or in respect of any Senior
Priority Collateral, provided that in the case of clauses (i), (ii), (iii) and


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(vii) above, no Event of Default under the Working Capital Loan Agreements shall have occurred and be
continuing or would occur as a result of any such payment, provided, that notice thereof has been delivered by the Working Capital Lender in accordance with Section 2.15
hereof as of the date that such payment is made.  If the Term Loan Lender or the Pioneer Lender receives a payment it should not have received pursuant to this Section, such
amount shall forthwith be paid over, in the funds and currency received, to the Working Capital Lender.  For the avoidance of doubt, nothing contained herein shall be deemed to
prohibit the exercise by any Term Loan Lenders of their rights to exercise their Warrants (as defined in the Term Loan Agreements) into the common equity of the Borrower, in each
case in accordance with the term set forth therein. 


2.2Each of the Working Capital Lender and the Pioneer Lender hereby acknowledges that Term Loan Lenders have been granted Liens upon Term
Loan Collateral pursuant to the Term Loan Agreements to secure the Term Loan Debt.  Each of the Term Loan Agent and the Pioneer Lender hereby acknowledges that Working
Capital Lender has been granted Liens upon the Working Capital Collateral pursuant to the Working Capital Loan Agreements to secure the Working Capital Debt.  Each of the Term
Loan Agent and the Working Capital Agent hereby acknowledges that the Pioneer Lender has been granted Liens upon the Pioneer Collateral pursuant to the Pioneer Loan
Agreements to secure the Pioneer Lender Debt.

2.3Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any
document or instrument, or other method of perfecting a Lien in favor of each Lender in any Collateral, and notwithstanding any conflicting terms or conditions which may be
contained in any of the Agreements:

(a)the Liens of Working Capital Lender on the Working Capital Lender Priority Collateral to the extent that such Liens secure the Working Capital Debt
have and shall have priority over (i) the Liens of Term Loan Lenders on the Working Capital Lender Priority Collateral and such Liens in favor of Term Loan Lenders on the Working
Capital Lender Priority Collateral are and shall be junior and subordinate to the Liens of Working Capital Lender to the extent that such Liens secure the Working Capital Debt, and
(ii) the Liens of Pioneer Lender on the Working Capital Lender Priority Collateral and such Liens in favor of Pioneer Lender on the Working Capital Lender Priority Collateral are and
shall be junior and subordinate to the Liens of Working Capital Lender to the extent that such Liens secure the Working Capital Debt;

(b)the Liens of Term Loan Lenders on the Working Capital Lender Priority Collateral to the extent that such Liens secure the Term Loan Debt have and
shall have priority over the Liens of the Pioneer Lender on the Working Capital Lender Priority Collateral and such Liens in favor of Pioneer Lender on such Working Capital Lender
Priority Collateral are and shall be junior and subordinate to the Liens of Term Loan Lender to the extent that such Liens secure the Term Loan Debt;


(c)the Liens of the Term Loan Lenders on the Term Loan Lender Priority Collateral to the extent that such Liens secure the Term Loan Debt have and
shall have priority over (i) the Liens of Working Capital Lender on the Term Loan Lender Priority Collateral and such Liens in favor of Working Capital Lenders on the Term Loan Lender Priority Collateral are


                                                   11







and shall be junior and subordinate to the Liens of Term Loan Lenders to the extent that such Liens secure the Term Loan Debt, and (ii) the Liens of
the Pioneer Lender on the Term Loan Lender Priority Collateral and such Liens in favor of the Pioneer Lender on the Term Loan Lender Priority Collateral are and shall be junior and
subordinate to the Liens of Term Loan Lenders to the extent that such Liens secure the Term Loan Debt;


(d)the Liens of the Pioneer Lender on the Term Loan Lender Priority Collateral to the extent that such Liens secure the Pioneer Lender Debt have and
shall have priority over the Liens of Working Capital Lender on the Term Loan Lender Priority Collateral and such Liens in favor of Working Capital Lender on the Term Loan Lender
Priority Collateral are and shall be junior and subordinate to the Liens of Pioneer Lenders to the extent that such Liens secure the Pioneer Lender Debt;

(e)the Liens of the Pioneer Lender on the Pioneer Lender Priority Collateral to the extent that such Liens secure the Pioneer Lender Debt have and shall
have priority over (i) the Liens of Working Capital Lender on the Pioneer Lender Priority Collateral and such Liens in favor of Working Capital Lender on the Pioneer Lender Priority
Collateral are and shall be junior and subordinate to the Liens of Pioneer Lender to the extent that such Liens secure the Pioneer Lender Debt, and (ii) the Liens of Term Loan
Lenders on the Pioneer Lender Priority Collateral and such Liens in favor of Term Loan Lenders on the Pioneer Lender Priority Collateral are and shall be junior and subordinate to
the Liens of Pioneer Lender to the extent that such Liens secure the Pioneer Lender Debt; and

(f)the Liens of the Term Loan Lenders on the Pioneer Lender Priority Collateral to the extent that such Liens secure the Term Loan Debt have and shall
have priority over the Liens of Working Capital Lender on the Pioneer Lender Priority Collateral and such Liens in favor of Working Capital Lender on the Pioneer Lender Priority
Collateral are and shall be junior and subordinate to the Liens of Term Loan Lenders to the extent that such Liens secure the Term Loan Debt.

2.4The subordination of the Term Loan Debt and the Pioneer Lender Debt provided in Section 2.1 and the priorities of the Liens provided in Section 2.3
shall not be altered or otherwise affected by (i) any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of the Working Capital Debt,
the Term Loan Debt or the Pioneer Lender Debt, (ii) any action or inaction which any of the Lenders may take or fail to take in respect of the Collateral or (iii) the Pioneer Lender
Debt, the Term Loan Debt or the Working Capital Debt, or the Liens securing any such debt, being held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable,
subordinated, reduced, discharges or are set aside by a court of competent jurisdiction, including pursuant to an Insolvency Proceeding.  Each Lender agrees not to subordinate its
Lien in any Collateral to the Lien, indebtedness or claim of any other creditor of Borrower or any Obligor without the prior written consent of other Lenders party hereto (other than in
connection with a DIP Financing permitted by Section 4.5 hereof).


2.5Notwithstanding Section 2.1, but subject to Section 2.3 and Section 2.10, all proceeds of dispositions of Senior Priority Collateral (including
from any Lien Enforcement Action) and insurance proceeds in connection with a casualty event with respect to Senior Priority Collateral shall be applied first, to the Senior Priority
Obligations up to the Maximum Debt Amount with respect thereto (with a corresponding permanent reduction of any revolving commitments with respect thereto), and second to any Junior Priority Obligations up to the Maximum


                                                   12







Debt Amount with respect thereto; provided, that to the extent consent is required under any Junior Loan Documents, the
applicable Junior Priority Lenders shall have consented to any such disposition (other than in connection with a Lien Enforcement Action).  All proceeds of any Senior Priority
Collateral received by a Senior Priority Lender after the Senior Priority Obligations have been paid in full shall be forthwith paid over, in the funds and currency received, to the Junior
Priority Lender for application to the Junior Priority Obligations (unless otherwise required by law).  For purposes of this Section 2.5, payments made by the Borrower to Term
Loan Lenders in respect of the Term Loan Debt or to the Pioneer Lender in respect of the Pioneer Lender Debt with proceeds of loans by Working Capital Lender to Borrower shall
not be construed to constitute proceeds of Collateral.


2.6Each of the Lenders shall be solely responsible for perfecting and maintaining the perfection of their Liens in and to each item constituting the
Collateral in which such Persons have been granted a Lien.  Except as set forth in Section 2.1, the foregoing provisions of this Agreement are intended solely to govern the
respective Lien priorities as among the Lenders and shall not impose on any Lender any obligations in respect of the disposition of proceeds of any Collateral which would conflict
with prior perfected claims therein in favor of any other person or any order or decree of any court or governmental authority or any applicable law.  Each Junior Priority Lender
agrees that it will not contest (or join any other person contesting) the validity, perfection, priority or enforceability of the Liens or Obligations of another Lender on any Collateral,
provided that nothing in this sentence shall be deemed to impair the rights of the Lenders to enforce this Agreement.

2.7In the event that a Lender shall, in the exercise of its rights under its Agreements, receive possession or control of any books and records of any
Borrower or Obligor which contain information identifying or pertaining to any Collateral  in which the other Lenders have been granted a Lien, such Lender shall, upon request of
any other Lender, make available to the requesting Lender such books and records for inspection and duplication.

2.8Subject to the terms and conditions set forth in this Agreement (including Sections 2.1 and 2.11), each Senior Priority Lender shall have the exclusive
right to manage, perform and enforce the terms of the Senior Priority Loan Documents with respect to the Senior Priority Collateral and its Loan Agreements, to exercise and enforce
all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or
possession of such Senior Priority Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Senior Priority Collateral.

2.9Notwithstanding anything to the contrary contained in any of the Agreements but subject to Section 2.10 below and Section 2.11 below,
prior to the time when a Senior Priority Lender shall have received payment in full of all its Senior Priority Obligations in cash, during the continuance of a Release Event, only the
Senior Priority Lender shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of the Senior Priority Collateral or other Lien
Enforcement Action with respect to the Senior Priority Collateral.


                                                   13






2.10Junior Priority Lenders shall, at any time and during the continuance of a Release Event:

(a)upon the request of the Senior Priority Lender with respect to the Senior Priority Collateral identified in such request as set forth below (which request
shall specify the proposed terms of the sale, transfer or other disposition and the type and amount of consideration to be received in connection therewith), release or otherwise
terminate its Liens on such Senior Priority Collateral, to the extent such Senior Priority Collateral is to be sold, transferred or otherwise disposed of either by (i) the Senior
Priority Lender or its agents, or (ii) the Borrower or any Obligor with the consent of the Senior Priority Lender;

(b)deliver such release documents as the Senior Priority Lenders may reasonably require in connection therewith; provided,
that,

(i)such release shall not extend to or otherwise affect any of the rights of the Junior Priority Lenders to the proceeds from any such sale or other
disposition of Senior Priority Collateral except to the extent such proceeds are applied in accordance with Section 2.10(b)(ii) below;

(ii)the proceeds of any such sale, transfer or disposition shall be promptly applied in the priorities set forth in Section 2.5 hereof;

(iii)no such release documents shall be delivered (A) to the Borrower or any Obligor or (B) more than one Business Day prior to the date of
the closing of the sale or disposition of such Senior Priority Collateral; provided, further, that if the closing of the sale or disposition of such Senior Priority
Collateral is not consummated, the Senior Priority Lender shall promptly return all release documents to the Junior Priority Lenders who supplied such release documents;
and



(c)be deemed to have consented under the applicable Agreements to which the Junior Priority Lender is a party to such sale or other disposition.

The effectiveness of any such release or termination by the Junior Priority Lenders shall be subject to the sale or other disposition of the Senior Priority
Collateral described in such request and on the terms described in such request or on substantially similar terms and shall lapse in the event such sale or other disposition does not
occur within 3 business days of the anticipated closing date.  During the time any Lender or its agent is conducting any Lien Enforcement Action, upon the request of any other
Lender, such Lender conducting such Lien Enforcement Action will advise the other Lenders of any and all offers which may be made from time to time by prospective purchasers of
the applicable Collateral or other information relating to such Lien Enforcement Action.


2.11Except as specifically provided in Section 2.12 below, notwithstanding any rights or remedies available to the Junior Priority Lenders under any of
the Junior Priority Loan Documents, applicable law or otherwise, prior to the time that the Senior Priority Lender shall have received the payment in full of all Senior Priority
Obligations in cash, the Junior Priority Lenders shall not, directly or indirectly, seek to commence or maintain any Lien Enforcement Action on any Senior Priority Collateral or assert any claims or interests therein


                                                   14







(including, without limitation, by setoff or notification of account debtors) and the Senior Priority Lender shall have the exclusive right to commence
and maintain any Lien Enforcement Action on any Senior Priority Collateral; provided, that, notwithstanding the foregoing, (i) upon an Event of Default under the Term Loan
Agreements, without the prior written consent of the Working Capital Lender, the Term Loan Lenders shall not commence or maintain any Lien Enforcement Action with respect to
the Term Loan Lender Priority Collateral until the date which is one hundred twenty (120) days after the declaration of the Term Loan Lenders of such Event of Default under the
applicable Term Loan Agreements and written demand by the Term Loan Lenders to the Borrower for the accelerated payment of all such Term Loan Debt (unless the Borrower or
any Obligor is subject to an Insolvency Proceeding by reason of which such declaration and the making of such demand is stayed, in which case, such declaration shall be deemed
to have occurred on the date of the commencement of such Insolvency Proceeding) and (ii) upon an Event of Default under the Pioneer Loan Agreements, without the prior written
consent of the Working Capital Lender, the Pioneer Lender shall not commence or maintain any Lien Enforcement Action with respect to the Pioneer Lender Priority Collateral until
the date which is one hundred twenty (120) days after the declaration of the Pioneer Lender of such Event of Default under the applicable Pioneer Loan Agreements and written
demand by the Pioneer Lender to the Borrower for the accelerated payment of all such Pioneer Lender Debt (unless the Borrower or any Obligor is subject to an Insolvency
Proceeding by reason of which such declaration and the making of such demand is stayed, in which case, such declaration shall be deemed to have occurred on the date of the
commencement of such Insolvency Proceeding); provided, further, that upon the occurrence of any Event of Default under the Junior Priority Loan Documents and
for so long as such Event of Default under the Junior Priority Loan Documents is continuing, subject at all times to the provisions of Sections 2.2, 2.4 and 2.5 of this
Agreement, commencing one hundred twenty (120) days (or, in the case of any Lien Enforcement Action (x) by the Term Loan Lenders against the Pioneer Lender Priority Collateral
or (y) by the Pioneer Lender against the Term Loan Lender Priority Collateral, one hundred eighty (180) days)  after the receipt by Senior Priority Lender of the declaration of a
Junior Priority Lender of such Event of Default under the applicable Junior Priority Loan Documents and written demand by such Junior Priority Lender to the Borrower for the
accelerated payment of all such Junior Priority Obligations (unless the Borrower or any Obligor is subject to an Insolvency Proceeding by reason of which such declaration and the
making of such demand is stayed, in which case, such declaration shall be deemed to have occurred on the date of the commencement of such Insolvency Proceeding), such Junior
Priority Lenders may take action to enforce their Liens on the Senior Priority Collateral, but only so long as (i) no Senior Priority Lender is not diligently pursuing in good faith the
exercise of its enforcement rights or remedies against, or diligently attempting to vacate any stay or enforcement of its Liens on, all or a material portion of the such Senior Priority
Lender's Senior Priority Collateral (including, without limitation, commencement of any action to foreclose its Liens on all or any material portion of its Senior Priority Collateral,
notification of account debtors to make payments to such Senior Priority Lender, any action to take possession of all or any material portion of such Senior Priority Collateral or
commencement of any legal proceedings or actions against or with respect to all or any material portion of such Senior Priority Collateral), (ii) in the case of any Lien Enforcement
Action by the Working Capital Lender on any Term Loan Lender Priority Collateral, the Working Capital Lender has received the prior written consent of the Term Loan Agent, or (iii)
in the case of any Lien Enforcement Action by the Working Capital Lender on any


                                                   15







Pioneer Lender Priority Collateral, the Working Capital Lender has received the prior written
consent of the Pioneer Lender.  In the event a Junior Priority Lender has commenced any actions to enforce their Liens on any Senior Priority Lender's Senior Priority Collateral to
the extent permitted hereunder and are diligently pursuing such actions, such Senior Priority Lender shall not take any action of a similar nature with respect to such Collateral.


2.12Section 2.11 shall not be construed to in any way limit or impair the right of:  (i) any Lender to bid for or purchase Collateral at any private or
judicial foreclosure upon such Collateral initiated by any Lender (provided that in the case of any such bid or purchase by a Junior Priority Lender with respect to any Senior Priority
Collateral, such Junior Priority Lender may not "credit bid" unless the proceeds of such bid are otherwise sufficient to cause the payment in full of the Senior Priority
Obligations), (ii) Junior Priority Lenders to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to any Senior Priority Collateral
initiated by the applicable Senior Priority Lender, so long as it does not delay or interfere in any material respect with the exercise by such Senior Priority Lender of its rights as
provided in this Agreement, (iii) any Junior Priority Lender's right to receive any remaining proceeds of Senior Priority Collateral after satisfaction and payment in full of all
Senior Priority Obligations, (iv) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete
liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Junior Priority Obligations in any Insolvency
Proceeding commenced by or against any Obligor, in each case in accordance with this Agreement, (v) take action to create, perfect, preserve, or protect its Lien on the Collateral,
so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Seniority Priority Lenders in such Collateral or (vi) file necessary
pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of its Obligations.

2.13If Working Capital Lender should honor a request by the Borrower for a loan, advance or other financial accommodation under the Working Capital
Loan Agreements, whether or not Working Capital Lender has knowledge that the honoring of such request would result in an Event of Default, or act, condition or event which with
notice or passage of time or both would constitute an Event of Default under the Term Loan Agreements or Pioneer Loan Agreements (or the Working Capital Lender waives any
such Event of Default or breach), in no event shall Working Capital Lender have any liability to Term Loan Lenders or the Pioneer Lender as a result of such breach, and without
limiting the generality of the foregoing, Term Loan Lenders and the Pioneer Lender agrees that Working Capital Lender shall not have any liability for tortious interference with
contractual relations or for inducement by Working Capital Lender of the Borrower to breach of contract or otherwise, provided, that, Working Capital Lender
agrees that the aggregate principal amount of loans extended under the Working Capital Debt outstanding at any one time (but not interest, costs, expenses, fees, indemnities or
other charges payable by Borrower or any Obligor to Working Capital Lender or charged by Working Capital Lender to the loan account of Borrower or any Obligor maintained by
Working Capital Lender pursuant to the terms of the Working Capital Credit Agreement) shall not exceed the Maximum Debt Amount with respect to the Working Capital Debt.
Nothing contained in this Section 2.13, but subject to the other sections of this Agreement, shall limit or waive any right that any (i) Term Loan Lender has to enforce any of the
provisions of the Term Loan Agreements against the Borrower or any Obligor or (ii) the Pioneer Lender has to enforce any of the provisions of the Pioneer Loan Agreements against
the Borrower or any Obligor.


                                                   16






2.14Notwithstanding anything to the contrary herein, no Lender shall agree to any amendment, modification, waiver or supplement of its Loan
Agreements if the effect thereof is to: (i) increase the aggregate principal amount of loans or other extensions of credit under its Loan Agreements in excess of the applicable
Maximum Debt Amount; (ii) increase the interest rate on its Obligations or change (to earlier dates) the dates upon which principal, interest and other sums are due under its Loan
Agreements; (iii) alter the redemption, prepayment or subordination provisions thereof; (iv) impose on the Borrower or any other Obligor any new or additional
prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants,
events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to the Borrower or any other
Obligor; (vi) grant any new Lien to secure its Obligations, unless such Lien is granted to the other Lenders in accordance with the priorities set forth in this Agreement; or (vii)
receive a new guarantee, pledge or other credit support from any other Person, except to the extent such additional guarantee, pledge or credit support is required under the terms
of such Lender's Loan Agreements (as in effect on the date hereof); provided that clause (vi) and (vii) shall not prohibit the Working Capital Lender receiving the guarantees, liens
and security interests contemplated by Section 5.21 of the Working Capital Credit Agreement, and no consent of any other party hereto shall be required.

2.15Each of the Lenders shall give to the other Lenders promptly after the giving thereof to the Borrower (i) a copy of any written notice by any
Lender of an Event of Default under its Agreements with the Borrower, or written notice of demand of payment from the Borrower following an Event of Default under its Agreements,
and (ii) a copy of any written notice sent by such Lender to the Borrower at any time an Event of Default under such Lender's Agreements with the Borrower exists stating
such Lender's intention to exercise any of its enforcement rights or remedies, including written notice pertaining to any foreclosure on any of the Collateral or other judicial or non-
judicial remedy in respect thereof to the extent permitted hereunder, and any legal process served or filed in connection therewith; provided, that, the failure of any
party to give notice as required hereby shall not affect the relative priorities of Lender's respective Liens as provided herein or the validity or effectiveness of any such notice as
against the Borrower or any other Obligor.

 2.16Notwithstanding anything to the contrary herein or in any of the Agreements, Working Capital Lender and Term Loan Lenders acknowledge and
agree that (i) the purchase or acceptance by Pioneer or its affiliates of, and the sale or transfer by Borrower or any Obligor of, any products or goods pursuant to the terms of that
certain Distribution Agreement by and among Pioneer and Borrower, dated as of December 31, 2014, or that certain Production Agreement by and among Pioneer and Borrower,
dated as of December 31, 2014, shall not constitute a violation of this Agreement and upon the sale of such products or goods, Working Capital Lender and Term Loan Lender shall
be deemed to have consented thereto and automatically released or terminated its Liens, if any, on such products or goods (provided that such release shall not extend to or
otherwise affect any of the rights of such Lenders, if any, to the proceeds from such sale), and Lenders shall deliver any release documents as Pioneer may


                                                   17







reasonably require in connection therewith, (ii) the transfer or assignment (in whole or in part) of any Intellectual Property pursuant to the terms of that certain Research Agreement by and among Pioneer
and Borrower, dated as of December 31, 2014, and the Production Agreement by and among Pioneer and Borrower, dated as of December 31, 2014, shall not constitute a violation
of this Agreement and upon the transfer or assignment (in whole or in part) of such Intellectual Property, Working Capital Lender and Term Loan Lender shall be deemed to have
consented thereto and automatically released or terminated its Liens on such Intellectual Property, including with respect to any co-ownership interest of Pioneer in such Intellectual
Property, and Lenders shall deliver any release documents as Pioneer may reasonably require in connection therewith, and (iii) the enforcement by Pioneer or its affiliates of any of
its rights pursuant to the terms of that certain Asset Purchase and Sale Agreement by and among Pioneer and Borrower, dated as of December 19, 2014, or any Transaction
Documents (as such term is defined therein, but excluding the Pioneer Loan Agreements, and the payments of any amounts payable to Pioneer or its affiliates by Borrower or any
Obligor thereunder (exclusive of the amount payable pursuant to the Promissory Note), shall not constitute a violation of this Agreement.


3.TERM LOAN LENDER PURCHASE OPTION

3.1Upon the occurrence and during the continuance of an Event of Default under the Working Capital Loan Agreements, Term Loan Lenders shall
have the option at any time within sixty (60) days of the occurrence of such Event of Default and upon five (5) business days' prior written notice to Working Capital Lender to
purchase all of the Working Capital Debt from Working Capital Lender.  Such notice from Term Loan Lenders to Working Capital Lender shall be irrevocable.

3.2On the date specified by Term Loan Lenders in such notice (which shall not be less than five (5) business days, nor more than twenty (20) days, after
the receipt by Working Capital Lender of the notice from Term Loan Lenders of their election to exercise such option), Working Capital Lender shall sell to Term Loan Lenders, and
Term Loan Lenders shall purchase from Working Capital Lender, all of the Working Capital Debt.  

3.3Upon the date of such purchase and sale, Term Loan Lenders shall pay to Working Capital Lender as the purchase price therefor the full amount of
all the Working Capital Debt then outstanding and unpaid (including principal, interest, indemnities, fees and expenses, including attorneys' fees and legal expenses) and other
amounts under the Working Capital Loan Agreements, and (ii) agree to reimburse Working Capital Lender for any loss, cost, damage or expense (including reasonable
attorneys' fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any checks or other payments provisionally credited to the Working
Capital Debt, and/or as to which Working Capital Lender has not yet received final payment.  Such purchase price and cash collateral shall be remitted by wire transfer in federal
funds to such bank account of Working Capital Lender as Working Capital Lender may designate in writing to Term Loan Lenders for such purpose.  Interest shall be calculated to
but excluding the business day on which such purchase and sale shall occur if the amounts so paid by Term Loan Lenders to the bank account designated by Working Capital
Lender are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such business day if the amounts so paid by
Term Loan Lenders to the bank account designated by Working Capital Lender are received in such bank account later than 1:00 p.m., New York City time.


                                                   18






3.4Such purchase shall be expressly made without representation or warranty of any kind by Working Capital Lender as to the Working Capital Debt or
otherwise and without recourse to Working Capital Lender, except that Working Capital Lender shall represent and warrant:  (i) the amount of the Working Capital Debt being
purchased, (ii) that Working Capital Lender owns the Working Capital Debt free and clear of any Liens or encumbrances and (iii) Working Capital Lender has the right to assign the
Working Capital Debt and the assignment is duly authorized.


3.5While the Term Loan Lenders have the right to purchase the Working Capital Debt pursuant to Section 3.1 hereof, Working Capital Lender agrees
that it will give Term Loan Agent five (5) business days prior written notice of its intention to commence any Lien Enforcement Action.  In the event that during such five (5) business
day period, Term Loan Lenders shall send to Working Capital Lender the irrevocable notice of Term Loan Lenders' intention to exercise the purchase option given by Working
Capital Lender to Term Loan Lenders under Section 3.1, Working Capital Lender shall not, absent exigent circumstances, commence any foreclosure or other action to sell or
otherwise realize upon the Collateral, provided, that, the purchase and sale with respect to the Working Capital Debt provided for herein shall have closed within
five (5) business days thereafter and Working Capital Lender shall have received payment in full of the Working Capital Debt as provided for herein within such five (5) business day
period.


4.MISCELLANEOUS

4.1Representations.


(a)Term Loan Agent represents and warrants to the other Lenders that:

(i)the execution, delivery and performance of this Agreement by Term Loan Agent is within the powers of Term Loan Agent, has been duly authorized by
Term Loan Agent, and does not contravene any law, any provision of any of the Term Loan Agreements or any agreement to which Term Loan Agent is a party or by which it is
bound; and

(ii)this Agreement constitutes the legal, valid and binding obligations of Term Loan Agent, enforceable in accordance with its terms and shall be binding
on it.



(b)Working Capital Lender hereby represents and warrants to the other Lenders that:

(i)the execution, delivery and performance of this Agreement by Working Capital Lender is within the powers of Working Capital Lender, has been duly
authorized by Working Capital Lender and does not contravene any law, any provision of the Working Capital Loan Agreements or any agreement to which Working Capital Lender
is a party or by which it is bound; and

(ii)this Agreement constitutes the legal, valid and binding obligations of Working Capital Lender, enforceable in accordance with its terms and shall be
binding on it.



                                                   19






(c)the Pioneer Lender hereby represents and warrants to the other Lenders that:


(i)the execution, delivery and performance of this Agreement by the Pioneer Lender is within the powers of the Pioneer Lender, has been duly
authorized by the Pioneer Lender and does not contravene any law, any provision of the Pioneer Loan Agreements or any agreement to which the Pioneer Lender is a party or by
which it is bound; and

(ii)this Agreement constitutes the legal, valid and binding obligations of the Pioneer Lender, enforceable in accordance with its terms and shall be
binding on it.



4.2Amendments.  Any waiver, permit, consent or approval by any Lender of or under any provision, condition or covenant to this Agreement
must be in writing and shall be effective only to the extent it is set forth in writing and as to the specific facts or circumstances covered thereby.  Any amendment of this Agreement
must be in writing and signed by Working Capital Lender, the Pioneer Lender and Term Loan Agent.

4.3Successors and Assigns.

(a)This Agreement shall be binding upon each of the Lenders and its respective successors and assigns and shall inure to the benefit of each of the
Lenders and its respective successors, participants and assigns.

(b)To the extent provided in their respective Agreements, each of the Lenders reserves the right to grant participations in, or otherwise sell, assign,
transfer or negotiate all or any part of, or any interest in, its respective Obligations, as the case may be; provided, that, no Lender shall be obligated to give any
notices to or otherwise in any manner deal directly with any participant in the other Obligations, as the case may be, and no participant shall be entitled to any rights or benefits
under this Agreement except through the Lender with which it is a participant and any sale of a participation in such Obligations shall be expressly made subject to the provisions of
this Agreement (including, without limitation, Section 3).

(c)In connection with any participation or other transfer or assignment, a Lender (i) may, subject to its respective Agreement, disclose to such assignee,
participant or other transferee or assignee all documents and information which such Lender now or hereafter may have relating to the Borrower or any Obligor or the Collateral and
(ii) shall disclose to such participant or other transferee or assignee the existence and terms and conditions of this Agreement.


                                                   20






(d)In the case of an assignment or transfer, the assignee or transferee acquiring any interest in the Obligations, as the case may be, shall execute and
deliver to the assigning Lender a written acknowledgment of receipt of a copy of this Agreement and the written agreement by such person to be bound by the terms of this
Agreement.  In addition, in the event of an assignment or transfer by any Lender of less than all of its Obligations, such Lender shall agree with the assignee to appoint one person
as an agent to act on their behalf under this Agreement for purposes of receiving payments and notices hereunder and shall notify the other Lenders of the person who shall act in
such capacity.

(e)In connection with any assignment or transfer of any or all of the indebtedness of any Senior Priority Lender or any or all rights of any Senior Priority
Lender in the property of the Borrower or any Obligor (other than pursuant to a participation), Junior Priority Lenders agree to execute and deliver an agreement identical to this
Agreement (subject to changing names of parties, documents and addresses, as appropriate) in favor of any such assignee or transferee and, in addition, will execute and deliver an
agreement identical to this Agreement (subject to changing names of parties, documents and addresses, as appropriate) in favor of any third person who succeeds to or refinances,
replaces or substitutes for any or all of such Senior Priority Lender's financing of the Borrower and of any of the Obligors, whether such successor or replacement financing occurs
by transfer, assignment, "takeout" or any other means or vehicle.

4.4Insolvency.  This Agreement shall be applicable both before and after the filing of any petition by or against the Borrower or any Obligor
under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof, and all references herein to the Borrower or any Obligor shall be deemed to apply to the
trustee for the Borrower or any Obligor and the Borrower or any Obligor as debtor-in-possession.  The relative rights of Lenders in or to any distributions from or in respect of any
Collateral or proceeds of Collateral, shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of,
or use of cash collateral by, the Borrower or any Obligor as debtor-in-possession.


4.5Bankruptcy Financing.

(a)If the Borrower or any Obligor shall become subject to a case under the U.S. Bankruptcy Code and, if as debtor(s)-in-possession such Borrower or
Obligor moves for approval of financing, including on a priming basis with respect to Working Capital Lender Priority Collateral (the "DIP Financing") to be
provided in good faith by Working Capital Lender or any third party approved by the Working Capital Lender (the "DIP Lender") under Section 364 of the U.S.
Bankruptcy Code or the use of cash collateral of Working Capital Lender Priority Collateral under Section 363 of the U.S. Bankruptcy Code, the other Lenders agree that no
objection, protest or contest (including joinder or support of any third party objecting, protesting or contesting) will be raised by such Lenders to any such financing so long as
(A) the other Lenders retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to
the commencement of the case under the U.S. Bankruptcy Code (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP
Lender), (B) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code  the DIP


                                                    21







Lender seeks on the Pioneer Lender Priority Collateral or the
Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority
Collateral or the Term Loan Lender Priority Collateral, (C) the aggregate principal amount of loans outstanding under such DIP Financing shall not exceed $5,000,000, and (D)
such DIP Financing is pari passu or superior in priority to the then outstanding Working Capital Debt and the Liens securing such Working Capital Lender Priority Collateral.


(b)No Lender shall raise an objection, protest or contest (including joinder or support of any third party objecting, protesting or contesting) (i) any request
by the any other Lender for adequate protection in any Insolvency Proceeding (or any granting of such request), or (ii) any objection by the Working Capital Lender to any motion,
relief, action or proceeding based on a Lender claiming a lack of adequate protection.  Notwithstanding the foregoing, in any Insolvency Proceeding, if any Lender is granted
adequate protection in the form of additional collateral in connection with any use of cash collateral or DIP Financing, then the other Lenders may seek or request adequate
protection in the form of a Lien on such additional collateral, which Lien shall be subordinated to the Liens securing the Obligations of the other Lenders on the same basis as set
forth in this Agreement. 

(c)No Lender shall oppose or seek to challenge any claim by any other Lender for allowance in any Insolvency Proceeding consisting of post-petition
interest, fees or expenses.

(d)The Lenders acknowledge and agree that (i) the grants of Liens pursuant to the Agreements constitute separate and distinct grants of Liens and (ii)
because of, among other things, their differing rights in the Collateral, the Obligations of the Lenders are fundamentally different from each other and must be separately classified in
any plan of reorganization proposed or adopted in an Insolvency Proceeding.  


(e)No Junior Priority Lender shall raise any objection to, oppose or contest (or join with or support any third party opposing, objecting to or
contesting), a sale or other disposition of any Senior Priority Collateral free and clear of its Liens or other claims under Section 363 of the U.S. Bankruptcy Code if the Senior
Priority Lender with respect to such Collateral has consented to such sale or disposition of such assets.


(f)No Junior Priority Lender or DIP Lender shall seek to purchase by a credit bid pursuant to section 363 of the U.S. Bankruptcy Code any Senior
Priority Collateral unless such credit bid provides for the payment in full, in cash, of all Senior Priority Obligations, including any claims for attorneys' fees, costs or other expenses
provided for in the Senior Priority Loan Documents or this Agreement.


(g)No Junior Priority Lender or DIP Lender shall seek relief, pursuant to Section 362(d) of the U.S. Bankruptcy Code or otherwise, from the
automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency Proceeding in respect of any Senior Priority Collateral, without the prior
written consent of the Senior Priority Lender with respect to such Senior Priority Collateral.  Any order entered by the Bankruptcy Court granting authority for the use of cash
collateral or authorizing DIP Financing which order also prospectively grants a Lender relief from the automatic stay shall be subject to the provisions of this subsection (g).


                                                   22







(h)Without the prior written consent of the applicable Senior Priority Lender, no Junior Priority Lender shall assert any marshaling, appraisal,
valuation, or other similar right with respect to any Senior Priority Collateral that may otherwise be available to a junior secured creditor.


4.6Bailee for Perfection.  Each Lender hereby appoints each other Lender as agent for the purposes of perfecting the other Lenders' Liens in
and on any of the Collateral in the possession of such Lender; provided, that, the Lender in the possession of any Collateral shall not have any duty or liability to protect or
preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of
competent jurisdiction, the non-possessing Lenders hereby waives and releases the other Lenders from, all claims and liabilities arising pursuant to the possessing Lender's role as
bailee with respect to the Collateral.  To the extent any Lender receives Collateral which is not such Lender's Senior Priority Collateral, such Lender shall promptly deliver to the
Lender for whom such Collateral is Senior Priority Collateral.  After any Senior Priority Lender has received final payment in full of all of such Lender's Senior Priority Obligations and
such Lender's Agreements have been terminated, such Lender shall deliver the remainder of the Collateral, if any, in its possession to the applicable Junior Priority Lender, except
as may otherwise be required by applicable law or court order.


4.7Notices.  All notices, requests and demands to or upon the respective parties hereto shall be in writing and shall be deemed duly given,
made or received:  if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by
nationally recognized overnight courier service with instructions to deliver the next business day, one (1) business day after sending; and if mailed by certified mail, return receipt
requested five (5) days after mailing to the parties at their addresses set forth below (or to such other addresses as the parties may designate in accordance with the provisions of
this Section):


	

To Working 

Capital Lender:

	
KeyBank National Association

   127 Public Square

Cleveland, Ohio 44114

Attention:Jerome P. Sepich

   E-mail: jerome_p_sepich@keybank.com

   Telecopier No.: 216-689-5609

   Telephone No.:  216-689-5609


With a copy to:  

   KeyBank National Association

   1301 Fifth Avenue, 24th Floor

   Seattle WA 98101

   Attention: Mark R. Bitter

   E-mail: mark_bitter@keybank.com

   Telephone No.:  206-689-5901










                                                   23







	
 


To Term Loan Agent (on behalf of itself and the other Term Loan Lenders):

	
 

Hudson Bay Fund LP

   777 Third Avenue, 30th Floor

New York, NY 10017

Attention:George Antonopoulos 

   Telecopier No.: 646-214-7946

   Telephone No.:  212-571-1244

	
 


To Pioneer Lender:

	
 

Pioneer Hi-Bred International, Inc.

   Attention:  Chief Financial Officer

   DuPont Pioneer

   7100 N.W. 62nd Avenue

   P.O. Box 1014

   Johnston, IA  50131-1014

   Fax: (515) 535-7066


With a copy to:  


Pioneer Hi-Bred International, Inc.

   Attention:  General Counsel

   DuPont Pioneer

   7250 N.W. 62nd Avenue

   P.O. Box 1014

   Johnston, IA  50131-1014

   Fax: (515) 535-4844









Either of the above Lenders may change the address(es) to which all notices, requests and other communications are to be sent by giving written notice of
such address change to the other Lenders in conformity with this Section 4.7, but such change shall not be effective until notice of such change has been received by the
other Lenders.

4.8Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original with the same force and
effect as if the signatures thereto and hereto were upon the same instrument.

4.9Governing Law.  The validity, construction and effect of this Agreement shall be governed by the internal laws of the State of New York.


                                                   24






4.10Consent to Jurisdiction; Waiver of Jury Trial.  EACH PARTY HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY (INCLUDING ITS APPELLATE DIVISION), AND OF ANY OTHER APPELLATE COURT IN THE STATE OF NEW YORK, FOR THE PURPOSES OF ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.  EACH LENDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF
THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

4.11Complete Agreement.  This written Agreement is intended by the parties as a final expression of their agreement and is intended as a
complete statement of the terms and conditions of their agreement with respect to the subject matter hereof.

4.12No Third Parties Benefited.  Except as expressly provided in Section 4.3 and consents which are deemed to have been given under
Section 2.10 hereof, this Agreement is solely for the benefit of the Lenders and their respective successors, participants and assigns, and no other person shall have any right,
benefit, priority or interest under, or because of the existence of, this Agreement.

4.13Disclosures; Non-Reliance.  Each Lender has the means to, and shall in the future remain, fully informed as to the financial condition and
other affairs of Borrower and no Lender shall have any obligation or duty to disclose any such information to the other Lenders.  Except as expressly set forth in this Agreement, the
parties hereto have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with
respect to:  (a) the enforceability, validity, value or collectability of any of the Obligations or any guarantee or security which may have been granted to any of them in
connection therewith, (b) the Borrower's or any Obligors' title to or right to transfer any of the Collateral, or (c) any other matter except as expressly set forth in this
Agreement.

4.14Terms.  This Agreement is a continuing agreement and shall remain in full force and effect until the indefeasible satisfaction in full of all
Obligations and the termination of the Agreements.  This Agreement shall be reinstated if, for any reason, any payment of the Working Capital Debt by or on behalf of the Borrower
or any other Obligor shall be rescinded or must otherwise be restored by the Working Capital Lender, whether as a result of an Insolvency Proceeding or otherwise.


                                                   25






4.15Subrogation.  Until the payment in full of the Working Capital Debt, the other Lenders shall not have, and shall not directly or indirectly
exercise, any rights that it may acquire by way of subrogation under this Agreement, by any payment or distribution to the Working Capital Lender hereunder or otherwise.  The
Working Capital Lender shall have no obligation or duty to protect the other Lenders' rights of subrogation arising pursuant to this Agreement or under any applicable law, nor shall
the Working Capital Lender be liable for any loss to, or impairment of, any subrogation rights held by the other Lenders.


4.16Other KeyBank Transactions.  The parties hereto acknowledge and agree that (i) KeyBank National Association and its affiliates
(collectively, "KeyBank") may now or hereafter provide debt financing, equity capital, financial advisory or other services to the Borrower and the other Obligors
(excluding the transactions contemplated by the Working Capital Loan Agreement, the "Other KeyBank Transactions") and (ii) the Other KeyBank Transactions,
and KeyBank in its capacity as a party to the Other KeyBank Transactions, are not subject to this Agreement, including any Liens that may be granted to KeyBank pursuant to such
Other KeyBank Transactions. 

 

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


11897431.6


   

   

   




                                                   26







IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

 
WORKING CAPITAL LENDER

KEYBANK NATIONAL ASSOCIATION



By:/s/ Mark R. Bitter

Name: Mark R. Bitter

Title: Vice President



TERM LOAN AGENT

HUDSON BAY FUND LP



By:/s/ George Antonopoulos 

Name:  George Antonopoulos

Title:



PIONEER LENDER

PIONEER HI-BRED INTERNATIONAL, INC.



By:Paul E. Schickler

Name:  Paul E. Schickler

Title:  President

 













   

   




                                          Signature Page to     

                              Intercreditor and Subordination Agreement 










ANNEX I


Pioneer Purchased Assets


The Arlington Plant Site, the Nampa Plant Site and the Transferred Equipment (all as described on Annex IV)


The Pioneer Intellectual Property Collateral (as described on Annex II)


   

   

   



                                                   A-1










ANNEX II


Pioneer Intellectual Property


Transferred Know-How:


Unpatented inventions, trade secrets, technical information or formulae (hereinafter, "Know-How") relating to the operation of the Transferred Equipment at the
Arlington Plant Site and the Nampa Plant Site, to the extent existing and reduced to writing, in all events, as located at the Arlington Plant Site or the Nampa Plant Site.


Standard Operating Procedures (SOPs) for the operation of the Transferred Equipment at the Arlington Plant Site and the Nampa Plant Site, including operating and
maintenance procedures, to the extent existing and reduced to writing, in all events, as located at the Arlington Plant Site or the Nampa Plant Site.


Engineering Drawings with respect to the Arlington Plant Site and the Nampa Plant Site, to the extent existing and reduced to writing, in all events, as located at the Arlington
Plant Site or the Nampa Plant Site.


Blue Print Files, P&IDs and assemblies relating to the Transferred Equipment at the Arlington Plant Site and the Nampa Plant Site, to the extent existing and reduced to
writing, in all events, as located at the Arlington Plant Site or the Nampa Plant Site.


Excluding from the foregoing, any Know-How excluded pursuant to Exhibit 2.1(a)(vi) of the Asset Purchase and Sale Agreement by and between Pioneer Lender and Borrower
dated December 19, 2014.



   

   

   



                                                   A-2






Transferred Patents:

 


	
Internal Title
	
Ctry
	
Current Status
	
Filing
	
Filing Number
	
Grant Number

	
Alfalfa Variety 53V52
	
US
	
Grant
	
20 Sep 2006
	
11/533383
	
7652195

	
Alfalfa Variety 05N16PY
	
US
	
Grant
	
04 Oct 2011
	
13/252674
	
8461420

	
Alfalfa Variety 06N02PX
	
US
	
Grant
	
04 Oct 2011
	
13/252692
	
8471103

	
Alfalfa Variety 07W01CZ
	
US
	
Grant
	
04 Oct 2011
	
13/252706
	
8466343

	
Alfalfa Variety 09W08PY
	
US
	
In prosecution
	
30 Jul 2013
	
13/953807
	
 

	
Alfalfa Variety 55Q27
	
US
	
Grant
	
06 Mar 2012
	
13/413254
	
 8802930

	
Alfalfa Variety 09N12CY
	
US
	
Allowed
	
06 Mar 2012
	
13/413267
	
 8822760




 

 


	
Title
	
Application No. 
	
Filing Date

	
Alfalfa Variety 10XXP11
	
62095258
	
12/22/2014

	
Alfalfa Variety 54Q14
	
62095279
	
12/22/2014

	
Alfalfa Variety 12XXP13
	
62095286
	
12/22/2014




 



Transferred Germplasm:


Genetic material contained in the parent and research Product seed and the Inventory Seed (other than, in any events, any of the Excluded Seed) at the Arlington Plant
Site, Nampa Plant Site or the Leased Premises.  All capitalized terms shall have the meanings ascribed thereto in the Asset Purchase and Sale Agreement by and between Pioneer
Lender and Borrower dated December 19, 2014.  


Excluding from the foregoing, any genetic material, germplasm or seed excluded pursuant to Exhibit 2.1(a)(viii) of the Asset Purchase and Sale Agreement by and between
Pioneer Lender and Borrower dated December 19, 2014.



   



                                                   A-3









Transferred PVPs:

 

	
Country
	
App_num
	
App_date
	
Grant #
	
Grant start
	
endtype
	
den_final
	
title holder

	
	
	
	
	
	
	
	

	
AR
	
003195
	
9/22/1993
	
000677
	
11/3/1994
	
Granted
	
5472
	
PHI

	
AR
	
003795
	
3/31/1995
	
000771
	
10/24/1995
	
Granted
	
5939
	
POC 

	
AR
	
004433
	
4/9/1996
	
000872
	
2/28/1997
	
Granted
	
5681
	
PHI

	
AR
	
005649
	
2/6/1998
	
001087
	
5/26/1998
	
Granted
	
58N58
	
PHI

	
AR
	
007689
	
10/25/2001
	
001612
	
10/24/2002
	
Granted
	
59N49
	
PHI

	
AR
	
008687
	
	
001982
	
3/15/2005
	
Granted
	
56S82
	
PHI

	
AU
	
2003333
	
11/26/2003
	
4652
	
9/18/2013
	
Granted
	
57Q75
	
PHI

	
AU
	
2005001
	
1/6/2005
	
Not yet granted
	
Applied
	
56S82
	
PHI

	
QZ (EP)
	
20112119
	
9/5/2011
	
Not yet granted
	
Applied
	
PR55V48
	
PHI

	
QZ (EP)
	
20082160
	
10/2/2008
	
33444
	
9/24/2012
	
Granted
	
PR59N59
	
PHI

	
US
	
9100158
	
3/28/1991
	
9100158
	
8/31/1995
	
Granted
	
5888
	
PHI

	
US
	
9200218
	
6/22/1992
	
9200218
	
8/31/1995
	
Granted
	
5454
	
PHI

	
US
	
9200220
	
6/22/1992
	
9200220
	
8/31/1995
	
Granted
	
5246
	
PHI

	
US
	
9500089
	
2/10/1995
	
9500089
	
3/31/1997
	
Granted
	
5312
	
PHI

	
US
	
9600331
	
8/13/1996
	
9600331
	
6/30/1999
	
Granted
	
Superba
	
PHI

	
US
	
9600332
	
8/13/1996
	
9600332
	
7/30/1999
	
Granted
	
5681
	
PHI

	
US
	
9600333
	
8/13/1996
	
9600333
	
6/30/1999
	
Granted
	
5939
	
PHI

	
US
	
9800114
	
2/18/1998
	
9800114
	
4/24/2001
	
Granted
	
5347LH
	
PHI

	
US
	
9800143
	
3/3/1998
	
9800143
	
4/24/2001
	
Granted
	
53Q60
	
PHI

	
US
	
9800341
	
7/13/1998
	
9800341
	
4/24/2001
	
Granted
	
53V08
	
PHI

	
US
	
9900064
	
11/23/1998
	
9900064
	
4/24/2001
	
Granted
	
54H55
	
PHI

	
US
	
9900126
	
1/7/1999
	
9900126
	
4/24/2001
	
Granted
	
54H69
	
PHI

	
US
	
9900127
	
1/7/1999
	
9900127
	
4/24/2001
	
Granted
	
53V63
	
PHI

	
US
	
9900410
	
9/13/1999
	
9900410
	
4/24/2001
	
Granted
	
54V54
	
PHI

	
US
	
9900411
	
9/13/1999
	
9900411
	
4/24/2001
	
Granted
	
53H81
	
PHI

	
US
	
200000193
	
4/4/2000
	
200000193
	
4/24/2001
	
Granted
	
57N02
	
PHI





   

   


                                                   A-4







ANNEX III


Pioneer Transaction Documents



	Assignment and Assumption Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014. 
	Data Transfer Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014. 
	Alfalfa Distribution Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.
	Lease Agreement (Alfalfa Facilities Only-Connell, Washington) by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31,
2014.
	Know-How Transfer Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.
	Information Technology Transition Services Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31,
2014.            
	Non-Exclusive Alfalfa Licensing and Assignment Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.

	Patent Assignment Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.
	Patent License Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014. 
	Production Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.
	Assignment Agreement Of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights And Registration Rights, by and among Pioneer Hi-Bred International, Inc.,
S&W Seed Company and Pioneer Overseas Corporation, dated December 31, 2014.
	Research Agreement, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.
	Warranty Deed, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.
	General Warranty Deed, by and between Pioneer Hi-Bred International, Inc. and S&W Seed Company, dated December 31, 2014.





In each case, including any amendments to the foregoing documents entered into by the parties thereto. 


   

   


                                                   A-5








ANNEX IV


Pioneer PP&E Assets


Arlington Plant Site: 


Lands described in Columbia County Certified Survey Map No. 884, as recorded in Volume 4 of Surveys, on page 104, as Document No. 441386, being located in the North
East 1/4 of the North East 1/4 of Section 22, Township 10 North, Range 9 East, Town of Arlington, Columbia County, Wisconsin,


Tax Key No. 11002 392.01


Lot 1 of Certified Survey Map No. 3122, as recorded in Volume 20 of Certified Survey Maps, page 118, Document No. 593525, being a Survey in the North East 1/4 of the North
East 1/4 of Section 22, Township 10 North, Range 9 East, Town of Arlington, Columbia County, Wisconsin.


Tax Key No. 11002 392.A


Together with all buildings, fixtures, improvements and appurtenances thereon.



Nampa Plant Site:


Parcel I

The West 220 feet of the East 1022 feet of the Southeast quarter of the Northeast quarter of Section 16, Township 2 North, Range 2 West, Boise Meridian, Canyon County,
Idaho; and

A portion of the Southeast quarter of the Northeast quarter of Section 16, Township 2 North, Range 2 West of the Boise Meridian, Canyon County, Idaho, being more particularly
described as follows:

Commencing at the Southeast corner of said Southeast quarter of the Northeast quarter of Section 16; thence

South 89°55'04" West along the South line of said Southeast quarter of the Northeast quarter a distance of 1022.00 feet to the True Point of Beginning; thence continuing

South 89°55'04" West along said South line, a distance of 30.00 feet to a point; thence

North on a line parallel to the East line of said Southeast quarter of the Northeast quarter of Section 16, a distance of 190.00 feet to a point; thence

North 89°55'04" East, along a line parallel with the South line of said Southeast quarter of the Northeast quarter, a distance of 30.00 feet; thence

South along a line parallel to the East line of said Southeast quarter of the Northeast quarter, a distance of 190.00 feet to the True Point of Beginning.


                                                   A-6







Parcel II

A parcel of land located in the Southeast quarter of the Northeast quarter of Section 16, Township 2 North, Range 2 West of the Boise Meridian, Canyon County, Idaho,
and is more particularly described as follows:

Commencing at the East quarter corner of said Section 16, being a P.K. Nail and the centerline intersection of Lake Shore Drive and 12th Avenue South; thence

South 89°55'04" West along the South line of said Southeast quarter of the Northeast quarter, and the centerline of Lake Shore Drive, a distance of 1022.00 feet to a P.K. Nail,
being the True Point of Beginning; thence continuing

South 89°55'04" West along said South line of the Southeast quarter of the Northeast quarter and the centerline of Lake Shore Drive, a distance of 300.20 feet to the Southwest
corner of said parcel, being a 5/8 inch steel pin, from whence a 1/2 inch steel pin bears North 0°06'20" West, a distance or 33.00 feet; thence leaving said South line of the
Southeast quarter of the Northeast quarter and the centerline of Lake Shore Drive

North 0°06'20" West, along the West line of said Southeast quarter of the Northeast quarter, a distance of 1324.04 feet to the Northwest corner of said parcel being a 5/8 inch
steel pin, and the Northeast 1/16 corner of said Section 16; thence

North 89°55'27" East along the North line of said Southeast quarter of the Northeast quarter, a distance of 302.64 feet to the Northeast corner of said parcel, being a 1/2 inch
steel pin; thence

South and parallel with the East line of said Southeast quarter of the Northeast quarter, a distance of 1324.01 feet to the True Point of Beginning.


Excepting Therefrom

A portion of the Southeast quarter of the Northeast quarter of Section 16, Township 2 North, Range 2 West of the Boise Meridian, Canyon County, Idaho, being more
particularly described as follows:

Commencing at the Southeast corner of said Southeast quarter of the Northeast quarter of Section 16; thence

South 89°55'04" West along the South line of said Southeast quarter of the Northeast quarter a distance of 1022.00 feet to the True Point of Beginning; thence continuing

South 89°55'04" West along said South line, a distance of 30.00 feet to a point; thence

North on a line parallel to the East line of said Southeast quarter of the Northeast quarter of Section 16, a distance of 190.00 feet to a point; thence

North 89°55'04" East, along a line parallel with the South line of said Southeast quarter of the Northeast quarter, a distance of 30.00 feet; thence

South along a line parallel to the East line of said Southeast quarter of the Northeast quarter, a distance of 190.00 feet to the True Point of Beginning.


Together with all buildings, fixtures, improvements and appurtenances thereon.


   


                                                   A-7








Transferred Equipment:

	
Name - Nampa Plant Site

	

	
Trimble GPS

	
CLIPPER CLEANER (LAB MODEL)

	
INDICATOR FOR CONDITIONING SCALE (#3)

	
GRAVITY, FORSBERG #50VM, #7

	
FORSBERG GRAVITY #50V C1703

	
FORSBERG GRAVITY #50V C1703

	
BIN FOR WESTRUP #1

	
#17 C-3 ELEVATOR, 28'

	
BEE TRAILER

	
KUBOTA TRACTOR

	
PORTABLE PLATFORM SCALE (#4)

	
Elev, E-16 D-3

	
#25, D-3 ELEVATOR, 16'

	
METAL SEED BOXES

	
WINDOW AWNING

	
TRUCK SCALE (#5)

	
INSTALL WELL FOR PLANT

	
OUTDOOR PLATFORM SCALE (#8)

	
DUST CONTROL SYSTEM INSTALLATION EXPENSE

	
ELECTRICAL, CONDITIONING

	
#21 C-3 28' Elevator

	
SEWING PEDESTAL, PACKAGING

	
BAG TOP TRIMMER, PACKAGING

	
MICROSCOPE WITH ILLUMINATOR

	
MAGNETIC SEPERATOR #2

	
MAGNETIC SEPERATOR #3

	
MIXING CHAMBER, MAG

	
6' VELVET ROLL, LAB

	
SG30 SEED GERMINATOR

	
MAGNETIC SEPARATOR #4

	
W-2 Baghouse Airlock

	
W-2 Bag filter, Conditioning

	
LAND ACQUISITION-TIEGS LAND CO

	
DEMOLITION-NEW PROPERTY

	
WAREHOUSE E

	
WAREHOUSE D

	
REFRIGERATION UNIT COLD STORAGE #1




                                                   A-8






	
MAIN ELECTRICAL

	
WESTRUP SCREEN CLEANER #1

	
WESTRUP SCREEN CLEANER#2

	
VELVET ROLL #1

	
VELVETROLL #2

	
VELVET ROLL #3

	
VELVET ROLL #4

	
ELECTRICAL-CONDITIONING

	
#18, B-3 ELEVATOR, 14'

	
#8 C-3 ELEVATOR, 24'

	
#3 C-3  7' Elevator

	
#20 C-3 ELEVATOR, 28'

	
#5 C-3 ELEVATOR, 14'

	
#29 C-3 26' Elevator

	
VELVET ROLL TAILS VIBRATING CONVEYOR #1

	
VIBRATING CONVEYOR CLIPPER 6'

	
PORTABLE PLATFORM SCALE (#2)

	
ASPHALT PATCHING AND OVERLAY

	
HART UNIFLOW

	
HART UNIFLOW

	
PLATFORM SCALE CONDITIONING (#3)

	
#19, C-3 ELEVATOR, 28'

	
#27 C-3 17' Elevator

	
#2 D-3 ELEVATOR, 16'

	
#24 D-3 ELEVATOR, 24'

	
#4 C-3 ELEVATOR, 24'

	
#6 C-3 ELEVATOR, 33'

	
#1 3-D elevator, 24'

	
#15 C-3 28' Elevator

	
METAL SEED BOXES

	
METAL SEED BOXES

	
BIN FOR WESTRUP #2

	
CLIPPER CLEANER-CONV

	
CLIPPER CLEANER X298

	
GRAVITY SEPARATOR #8

	
SEWING MACHINE, PACKAGING

	
OFFICE/WAREHOUSE (RAR ADJUST)

	
OFFICE ADD 30X12

	
OFFICE BLDG ADDTN      P2740

	
OFFICE BLDG-ELECTRICAL P2740

	
COLD STORAGE #2

	
COLD STORAGE #3

	
REFRIGERATION UNIT COLD STORAGE #2 & #3





                                                   A-9






	
6 DISTRIBUTORS

	
VELVET ROLL #5

	
VELVET ROLL #6

	
VELVET ROLL #7

	
VELVET ROLL #8

	
VELVET ROLL #9

	
VELVET ROLL #10

	
VELVET ROLL #11

	
VELVET ROLL #12

	
LAND 6.5A

	
ASPALT PAVING

	
ASPHALT PAVING-PJP6529

	
ASPHALT PAVING

	
AIR SYSTEM

	
AIR SCREEN CLEANER

	
ASPHALT PAVING

	
GRISIEZ MAG CLEANER-RICE/DODDER MILL

	
MAC DUST COLLECTOR INSTALLATION EXPENSE

	
W.A. RICE ROLL MACHINE (2)

	
ASPHALT OVERLAY, WAREHOUSE E

	
4380 POWER INFEED

	
FIRE SECURITY SYSTEM

	
GAS AND DISTRIBUTION SYSTEM

	
CMS Retrofit

	
Treat/Pkg Tower Structural Steel

	
BLENDING BIN-95,000 LBS.

	
SCARIFIER BIN-95,000 LBS.

	
CMS BIN-95,000 LBS.

	
BEFORE BAGGER BIN-95,000 LBS.

	
BEFORE BAGGER BIN-95,000 LBS.

	
BIN SPIRAL LETDOWNS (5)

	
DUMP HOPPER AND UNLOAD CONVEYOR

	
DUMP HOPPER AND SUPPORT FRAME

	
UNLOAD CONVEYOR - BIN - 10'0"

	
UNLOAD CONVEYOR - BIN TRANSFER - 40'0"

	
ROTARY VALVE AND LIN ACT. BEFORE SCARFIER #1

	
ROTARY VALVE AND LIN ACT. BEFORE SCARFIER #2

	
COLLECTING CONVEYOR - SCARFIER - 10'0"

	
TRANS CONVEYOR TO BM&M CLEANER

	
BM&M CLEANER

	
#1 Treating D-Leg Elevator 55' Main Dump

	
#2 Treating D-Leg Elevator 55' After Scarifier

	
#3 Treating D-Leg Elevator 55' After CMS





                                                   A-10






	
#4 Treating D-Leg Elevator 12' between CMS

	
REBUILD SCARFIER #1

	
REINSTALL SCARFIER

	
REBUILD SCARFIER #2

	
REINSTALL SCARFIER #2

	
BUILDING DUST SYSTEM

	
NEW BAG INCLINE CONVEYOR

	
NEW BAG CONVEYOR THRU WALL

	
REINSTALL PACING CONVEYOR

	
NEW POWER TURN CONVEYOR

	
REINSTALL STRETCH WRAPPER

	
WEIGHT BELT FEEDER

	
CMS TREAT SYSTEM - DRUM #1 & #2

	
CMS TREAT SYSTEM - STAND #1 & #2

	
CMS TREAT SYSTEM - DRUM #3

	
CMS TREAT SYSTEM - STAND #3

	
CMS ALLAN BRADLEY PLC PROGRAMMING

	
CMS RAYTEX TEMPERATURE SENSOR

	
INLET FAN - DRUM #1 & #2

	
INLET FAN - DRUM #3

	
SYSTEM DUCTWORK

	
PROCESS HEATER - DRUM #1 & #2

	
PROCESS HEATER - DRUM #3

	
CMS NITROGEN GOLD PROD FEEDER

	
CMS PUMP-MIX TRANSFER

	
CMS - FILTERS

	
CMS POLYMER PUMP - TRANSFER MIX

	
CMS APRON PUMP - MIX TRANSFER

	
CMS APRON - FILTERS

	
CMS MICRO-MOTION FLOWMETER

	
CMS MICRO-MOTION FLOWMETER

	
CMS MICROMOTION FLOWMETER

	
POLYMER MIX/STAND - NURSE

	
APRON MIX TANK/STAND - MIX

	
MIXING TANK/STAND - MIX

	
MIXING TANK/STAND - MIX

	
MIXING TANK/STAND - NURSE

	
APRON-CHEMICAL MIXER - NURSE

	
POLYMER-CHEMICAL MIXER - NURSE

	
CHEMICAL MIXER - #1

	
100 HP Air Compressor for CMS

	
AIR DRYER FOR 100 HP Compressor

	
FLUID PIPING-FACILITY





                                                   A-11






	
BULK STORAGE - TANK 110,000 LBS.

	
BULK BLOWER PACKAGE

	
Bulk - Rotary Feeder

	
BULK - TRANSFER PIPING

	
BULK POLY - POLYMER ROTARY FEEDER

	
BULK POLY - ROTARY FEEDER W/AUGER

	
BULK POLY - POLYMER SCALE HOPPER

	
BULK POLY - POLY DIGITAL CONTROL SYSTEM

	
BULK SCALE HOPPER - Polymer

	
BULK - FILL/PASS VALVE

	
BULK - ROTARY VALVE

	
Wall & Overhead Door-Warehouse E

	
PARTNER PLUS PHONE SYSTEM

	
FIRE AND SECURITY

	
SPEEDFLO PT4500 AIRLESS PAINT SPRAYER

	
PLASMA CUTTER

	
MILLER SHOPMASTER COMBO

	
PACKING CHECK WEIGHT SCALE (#1)

	
NATIONAL 48" BOX AND PAN BREAK

	
LAN WIRING

	
Cond Equip Installation - Small Line

	
WATER SYSTEM-POTABLE

	
SEPTIC SYSTEM

	
GAS SYSTEM-NATURAL

	
PKG OFFICE

	
PKG OFFICE

	
PLUMBING FIXTURES, PKG OFFICE

	
ELECTRICAL FIXTURES, WAREHOUSE C

	
ELECTRICAL, TREATING TOWER

	
FIRE AND SECURITY ALARMS

	
ELECTRICAL, CONDITIONING LINE #2

	
PKG TOWER CONSTRUCTION

	
PKG TOWER ROOF

	
FIXTURES, PACKAGING TOWER

	
ELECTRICAL, PACKAGING TOWER

	
50HP QUINCY AIR COMPRESSOR

	
SECONDARY ELEC-QUINCY AIR COMPRESSOR

	
LASERJET 400N PRINTER/ETHERNET

	
Treater PLC Programming

	
Lan Wiring

	
CMS Retro-fit

	
Flexicon Conveyor-Polymer Bulk Bag System

	
Install Cond Equip-Small Line





                                                   A-12






	
Mica/Polymer Delivery Sys Modification

	
Steel Seed Bins

	
Box Washer

	
Reinstall Dust Baghouse-Treating Area

	
Bulk Bin

	
D3 Elevator

	
Car Unloader Conveyor

	
Electrical-Bulk Receiving

	
Tag-It-System

	
Wire Feed Welder

	
Iron Worker

	
Bulk Bag Hanger

	
Mica Transfer Sys-Bulk Bags to Stg Tank

	
GPS Recording Equipment

	
Re-Install Cleaner/Scalper

	
Typewriter

	
CMS Programming

	
Primary Elec-Office Construction

	
Irrigation-New Office

	
Parking-New Office

	
Landscaping-New Office

	
Office Bldg-General Construction

	
Office-Interior Finishes

	
Office-Mechanical Construction

	
Office-Electrical Construction

	
Telephone/Data-Office Construction

	
Security-Office Construction

	
Interior Doors/Hardware-Office Construction

	
Carpet/Tile-Office Construction

	
Furniture-Office Construction

	
Lab Remodel-Gen Construction

	
Elec-Lab/Breakroom Remodel

	
Furnace/Air Conditioner-Lab/Breakroom Remodel

	
Carpet/Tile-Lab/Breakroom Remodel

	
Eriez Magnetic Separator and Mixer

	
Pioneer Signage

	
Confined Space Air Monitor

	
Chain Hoist

	
Vertical Mill

	
Band Saw

	
Weather Loggers

	
Binocular Microscopes

	
Sample Divider





                                                   A-13






	
Elec Monitors/Controllers in Treating

	
Elevator-Treating

	
Heater-Treater

	
Elec Monitors & Controls-Treating

	
Control Bridge Installation

	
Miller Retrieval Units

	
Inspection Vibrator

	
Portable Scales

	
Warehouse, Security and Emergency Lighting

	
Warehouse, Security and Emergency Lighting Install

	
Phone System

	
Water Activity Meter

	
75 HP Quincy Air Compressor

	
Automatic External Defibrillator

	
Westrup Upgrades for Frequency Drives

	
4x4 Utility Vehicle - Kawasaki Mule

	
Upgrade to Dust Collection System

	
Proximity Sensors for Conditioning

	
Lawn Mower

	
Water and Oil Separator for Compressors

	
60 HP Quincy Air Compressor

	
Padmount Transformer and Switchgear

	
Gravity Valve Sample System

	
Velvet Roll Feed Automation

	
Gravity Feed Automation

	
Scissor Lift

	
Tag Burster

	
Panel View for Treating System

	
HP Bag Lip Code Printer

	
Conditioning Airlift Conveyor

	
Mac Dust System and Ducting (32 cartridge)

	
Colorant Scale

	
Relocate clipper for Small Line Automation

	
Electrical and Proximity Sensors-Small Line Automa

	
Programming for Small Line Automation

	
FANUC Palletizer - FANUC 410iB Robot & equip

	
FANUC Palletizer - Programming

	
FANUC Palletizer - Conveying equipment

	
FANUC Palletizer - Secondary electrical

	
FANUC Palletizer - Refurbish equipment

	
FANUC Palletizer - Safety fencing & systems

	
Monosem Planter (alfalfa)

	
Metal Shear Hydraulic 52"





                                                   A-14






	
Germinator / Growth chamber

	
Treat batch mixing upgrades

	
Conditioning vacuum

	
FORMAX CUTTER FD572 (print-on-demand)

	
HP LaserJet 9050dn - Printer (print-on-demand)

	
FORMAX CUTTER FD572 (print-on-demand)

	
FORMAX CUTTER FD572 (print-on-demand)

	
Lanier LD550 C Copier / Printer

	
Bag lip printer

	
Bulk Unloading Conveyors

	
Gravity 1 Serial # 8455

	
Gravity 2 Serial # 8456

	
Gravity 3 Serial # 8457

	
Gravity 4 Serial # 13716

	
Donaldson/Torit Serial # 3194794-2

	
Donaldson/Torit Serial # Reinbeck 1

	
Donaldson/Torit Serial # 3194794-1

	
Donaldson/Torit Serial # Reinbeck 2

	
Main Water Vault & well house

	
Well house backup generator

	
Thiele Bag Hanger

	
16' Flat Belt Bagging Conveyor

	
36" Flat Belt Bagging Conveyor

	
72" Flat Belt Bagging Conveyor

	
Bag Kicker w/ 48" conveyor

	
Fischbein 400T-NS Sewing Machine

	
Fischbein-Inglett 3920 Tag Hanger

	
Wulftech SMH-200 Stretch Wrapper

	
Control Logix Processor Pallet conveyors

	
Apron Micro Motion flow meter

	
Reyco Airlift Receiver for mainline

	
Control logix module in treating

	
Waste water recovery - treating

	
Clean Seed Airlift Small line

	
Color Sorter

	
Sharp MX5111N copier/printer

	
Concrete pad of air systems

	
Steel Boxes(280)

	
Donaldson/Torit Air System

	
Box Dump

	
Donaldson/Torit dust collector

	
Air ducting

	
Donaldson Torit dust collector





                                                   A-15






	
Reyco airlift

	
Reyco receiver

	
Air ducting

	
DRO for mill

	
Case loader for tractor

	
Air ducting to dust collector (gravities)

	
Labor and materials to install Forsberg Gravity

	
Air Screen Crippen gx360

	
Box dump

	
Torit Dust Collector

	
Fluke Thermal Imager

	
Treater Micro Motion

	
Treater Micro Motion

	
WELDER/COMPRESSOR/GENERATOR COMBO UNIT

	
329 Steel Boxes

	
Bagging Scales - Mainline

	
SMALL LINE BOX DUMP AND DUST COLLECTOR

	
Parent alfalfa seed room

	
UPGRADE PROCESSORS TO ETHERNET CAPABILITY

	
ELEC TRICAL INSTALL FOR PARENT ALFALFA CONDITIIONI

	
PARENT SEED CONDITIONING EQUIPMENT

	
phone upgrade-training area

	
chairs-training area

	
training area remodel

	
waste water treatment - Moved to asset @ 12/31

	
SAFETY EXIT DOOR - Asset @ 12/31

	
WASTE WATER RECLAIM SYSTEM - Asset @ 12/31

	
BAG SPLITTER

	
ELECTRICAL-BAG SPLITTER

	
PAINT BLDG ADDITION

	
COLD STORAGE #1

	
ELECTRICAL, COLD STORAGE #1

	
STEEL BLDG W/ CANOPY

	
PARENT SEED ROOM

	
WAREHOUSE/ADD 25X160-PJP6529

	
REMODEL WAREHOUSE P8622

	
WAREHOUSE EXPANSION

	
NORTH CONDITIONING DOOR

	
WAREHOUSE EXPANSION-FOUNDATION

	
SHOP CONCRETE FLOOR

	
SHOP

	
WAREHOUSE A OVERHEAD DOOR





                                                   A-16






	
SHOP

	
SHOP CONCRETE FLOOR

	
ELECTRICAL FIXTURES, WAREHOUSE A

	
ELECTRICAL FIXTURES, WAREHOUSE B

	
WAREHOUSE B

	
COVERED LOADING DOCK/CONCRETE APPROACH

	
DOCK LEVELERS

	
ELECTRICAL, BREAK ROOM

	
DOOR ON WAREHOUSE

	
SAFETY EMERGENCY LIGHTING

	
ELECTRICAL, WAREHOUSE D & E

	
ELECTRICAL, TREATING ROOM

	
TREATING TOWER

	
WAREHOUSE C

	
TREATING TOWER

	
WAREHOUSE C ROOF

	
18X38 TREATMENT SOLUTION RETENTION BLDG

	
MECHANICAL PLUMBING-RETENETION BLDG

	
SECONDARY ELEC-RETENTION BLDG

	
CONCRETE PAD W/RETAINING WALL-RETENTION BLDG

	
Warehouse Roof Replacement

	
New Warehouse Roof

	
2 RF Antennas in Warehouse

	
Emergency Exit Doors

	
Refrigeration Unit - Cold Storage #3

	
Roof on CS3

	
HVAC for CS2

	
03 HYSTER S50XM FORKLIFT

	
HYSTER FORKLIFT S60XM

	
WMS Forklift Mounts

	
WMS fork truck mount units

	
Overhead door

	
Concrete floor for Parent alfalfa seed equipment

	
WMS units for new forktrucks

	
DOCK LOCKS FOR RECEIVING/SHIPPIING TRUCK SAFETY

	
6 ROW PRECISION PLANTER

	
6 ROLL-RICE VELVET R

	
6 ROLL-RICE VELVET ROLLS

	
#27 CLIPPER CLEANER

	
#27 CLIPPER CLEANER

	
BAGGING & HANDLING E

	
BAGGING & HANDLING EQUIP

	
VICTOR 4-DRAWER FILE





                                                   A-17






	
SEED BAG & WEIGH SYS

	
52-S 8 ROLL DODDER VELVET MILL

	
GRAVITY SEPARATOR #7

	
BAGGING SCALE





	
Name - Arlington Plant Site

	

	
ELECTRONIC BALANCE

	
FIMCO SPRAYERW/65 GAL TANK

	
LAND-15 ACRES-CURRIE

	
FORD 1510 DIESEL 4WD TRACTOR

	
HEGE 80 PLOT PLANTER

	
HEGE 80 PLANTER MODIFICATION

	
SHAKER & PLATFORM

	
AUTOCLAVE

	
STEREOMICROSCOPE SYSTEM W/ LIGHT SOURCE

	
LAMINAR FLOW HOOD

	
COMPOUND MICROSCOPE

	
SEED CLEANER

	
GREENHOUSES (2)

	
BLDG. SITE PREP.

	
BLDG SITE PREPARATION

	
OFFICE/LAB BLDG.

	
OFFICE/LAB BUILDING

	
SHOP DECK

	
ELECTRICAL IMPROVEMENT

	
SEEDER/PLOT DRILL

	
INCUBATOR

	
ELECTRONIC SCALE

	
PERISTALTIC PUMP

	
GREENHOUSE ROOF REPAIR

	
DRYING OVEN

	
GROWTH CHAMBER

	
IRRIGATION WELL

	
IRRIGATION PUMP

	
MODIFICATION-HEGE 80 PLANTER

	
FORD 1520 TRACTOR W/4WD

	
GROWTH ROOM Modification

	
BUILDING MAINTENANCE

	
FORAGE HARVESTER





                                                   A-18






	
MODINE HEATER UNIT

	
VICON FERTILIZER SPREADER

	
PLOT HARVESTER

	
SEED THRESHER

	
SEED THRESHER

	
GROWTH ROOM HVAC

	
GREENHOUSE ROOF REPLACEMENT

	
GREENHOUSE HEATER

	
CHEMICAL STORAGE CABINET

	
DUST COLLECTION SYSTEM

	
DRYER REPLACMEMENT INSTALLATION

	
WILEY MILL

	
GREENHOUSE INSULATION

	
GREENHOUSE HEATER

	
HARVESTER UPGRADE

	
GROWTH ROOM HVAC UPGRADE

	
ALFALFA HARVESTER

	
LAB HOMOGENIZER

	
GREENHOUSE SHADE CLOTH

	
PORTABLE DUST COLLECTION SYSTEM

	
FLAIL MOWER

	
High Power Washer

	
Flail Mower

	
Kuhn Rototiller

	
LAND - 5 ACRES ARLINGTON, WI

	
AED Unit

	
Irrigation System Upgrade

	
Allegro Field PC

	
Backup Generator

	
Alfalfa GH Exp - Site Utils

	
Alfalfa GH Exp - Gen Constr

	
Alfalfa GH Exp - Mechanical

	
Alfalfa GH Exp - Electrical

	
Alfalfa GH Exp - Safety/Security

	
Alfalfa GH Exp - Lauer Rolling Benches

	
Greenhouse Benches

	
Gooseneck trailer, 83"x32'x4'

	
Parking lot concrete work

	
Lab remodel

	
Growth room lighting

	
Snow Slide Prefention Roof main building

	
Chem Store Bldg/Arlington

	
Card Access Sys/Arlington





                                                   A-19






	
LD180 seed thresher

	
ASC-3 seed cleaner, stand & side funnel

	
Falc Rotary Tiller Model CS4-1800 (72")

	
Ferris Lawn Mower

	
Landpride FM1488 flail mower

	
Phone System

	
Electrical for office addition

	
Office addition and remodel

	
Elec/Security for Machine Storage Shed

	
Strip topsoil for Machine Storage Shed

	
Concrete for Machine Storage Shed

	
Construct Machine Storage Shed

	
Homogenizer

	
Centrifuge

	
Freeze Dryer

	
Harvest Weigh System

	
Harvest Weigh System

	
Irrigation Safety/Pump upgrade





   


	
Name - Connell, WA (Leased Premises)

	

	
SCREEN CAGES

	
BIG OX 8' TERRACER BLADE

	
VOGEL M-2 THRESHER

	
AOC STATIONARY BELT THRESHER

	
SG 30 SEED GERMINATOR

	
ELECTRONIC SCALE

	
SEED GERMINATOR

	
DISSECTING MICROSCOPE

	
SCREEN LIMITE CAGES

	
PLOT DRILL "HEGE 80" W/EXTRA WEIGHTS

	
SOUTH DAKOTA SEED BLOWER

	
BALANCE

	
BEE INCUBATOR

	
FORD 1520 TRACTOR W/LOADER& BUCKET

	
HEDGE 80 PLOT PLANTER

	
BELT THRESHER

	
MICROSCOPE

	
(6) MESH CAGES

	
DRYER BOX

	
BUSH HOG 60" TILLER




                                                   A-20





	
ZEBRA PRINTER

	
FORAGE CHOPPER

	
PLANTER MODIFICATIONS FOR ASSET #2216

	
ALMACO PLOT THRESHER

	
POLLINATING CAGES

	
DISSECTING SCOPE

	
TRACTOR ENGINE REPLACEMENT FOR ASSET #2762

	
ALFALFA HARVESTER

	
LINEAR IRRIGATION SYSTEM

	
LINEAR IRRIGATION SYSTEM-Modifications

	
LINEAR IRRIGATION SYSTEM-Ramp System

	
5500 TRACTOR

	
Used Forklift

	
Safety upgrade for harvester for asset #6388

	
Tiller/Sickle Bar with trade

	
Flail Mower

	
Equipment Trailer

	
4 - Wheeler

	
Air Compressor/Installation

	
Polaris Ranger 2 x 4

	
WinterSteiger Thresher

	
Harvest Weigh System & Handheld Device w/ Loadbars

	
TXS65 Thermal Tag Printer-rewinder

	
2011 Frontier Rototiller 1307R

	
72 inch flail mower

	
LD180 seed thresher

	
Agriculex ASC-3 seed cleaner

 

	
UPGRADE OF LINEAR SYSTEM TO INCLUDE GPS NOZZLE OFF/ON

	
HARVEST MASTER MIRUS WEIGHT SYSTEMS )

	
PANASONIC TOUGHPAD  

	
JOHN DEER 8300 GRAIN DRILL

	
DOMRIES 8 FT DISC

	
8.5 FT RING PACKER

	
7 FT RING PACKER

	
7 FT SPRING SHANK CHISEL

	
JOHN DEER 50 BOX SCRAPER

	
HAY FORKS LOADER ATTACHMENT

	
PALLETT FORK LOADER ATTACHMENT

	
FIELD TRANSPLANTER HOME MADE

	
LAND PRIDE 7 FT TINE HARROW

	
CATLIN MFG GOPHER POISON MACHINE

	
10 FT LAND PLANE





                                                   A-21





	
8 FT ROD WEEDER

	
RANKIN 3 TOOTH 7 FT RIPPER

	
2 MISC TOOL BARS W ITH SHOVELS

	
JOHN DEER 3 BOTTOM ROLL OVER PLOW

	
PIPE TRAILER

	
JOHN DEER ROW MARKER

	
HOME MADE ROW MARKER

	
FUEL TANK GAS/DIESEL ON TRAILER

	
NEW HOLLAND 520 MANURE SPREADER

	
OLDER MANURE SPREADER MAKE UNKNOWN 

	
3" X 40' ALUMINUM HANDLINE  APPROX  150 EA  

	
3 PT SPRAYER WITH POLY TANK HERBICIDE

	
3 PT SPRAYER WITH POLY TANK PESTICIDE 

	
30 FT SPRAY BOOM

	
BRABER DRY FERTILIZER SPREADER 3 PT

	
MT MECHANICAL TRANS PLANTER

	
EMGLOW 5HP AIR COMPRESSOR

	
LD 350 SEED THRASHER

	
1987 JACOBSEN BUMPER PULL EQUIP TRAILER

	
2002 WALTON GOOSNECK EQUIP TRAILER

	
SCREENED CAGE TOPS WITH FRAME WORK


	APPROX 30 EA 20'X30' 
	APPROX 30 EA 10'X14'
	APPROX 20 EA VARIOUS SIZES         
                         &nb
sp;                         &
nbsp;  







   

   


                                                   A-22







	
VIN
	
Year
	
Manufacturer
	
Make
	
Model

	
1FTFW1ET5DKE25192
	
2013
	
Ford
	
Ford
	
F150 XLT

	
1FT7W2BT4DEA70383
	
2013
	
Ford
	
Ford
	
F250 XLT

	
1FTFW1EF0EKD28249
	
2014
	
Ford
	
Ford
	
F150 XLT

	
056655
	
2012
	
Other
	
TRLR
	
UT TL

	
1J9DE2H24NF015282
	
1992
	
Other
	
 
	
7'x18' Flatbed Tilt Deck

	
1FTFX1EV8AKA32734
	
2010
	
Ford
	
Ford
	
F150 XLT

	
1FDAF57Y78ED02598
	
2008
	
Ford
	
Ford
	
F550 XLT

	
1FTPW14V68KE07653
	
2008
	
Ford
	
Ford
	
F150 XLT

	
1FTFW1ET6DKD66430
	
2013
	
Ford
	
Ford
	
F150 XLT

	
1FTFW1ET4DKE19187
	
2013
	
Ford
	
Ford
	
F150 XLT

	
1FDAW5GR6AEB43085
	
2010
	
Ford
	
Ford
	
F550 XLT

	
1FDXF46P86EC68617
	
2006
	
Ford
	
Ford
	
F450 XLT

	
1FTPX14V28KC96595
	
2008
	
Ford
	
Ford
	
F150 XLT





   


                                                   A-23







	
VIN
	
Pre_desc
	
Year
	
Make
	
Model

	
H06
	
2003POWERNESTER
	
2003
	
Power Nester
	
Clamp

	
L177V03542G
	
2009HYSTERH50FT
	
2009
	
Hyster
	
H50FT

	
F187V15245G
	
2009HYSTERS50FT189
	
2009
	
Hyster
	
S50FT

	
F187V15251G
	
2009HYSTERS50FT189
	
2009
	
Hyster
	
S50FT

	
F187V15250G
	
2009HYSTERS50FT189
	
2009
	
Hyster
	
S50FT

	
F187V18593J
	
2011HYSTERS50FT83L189
	
2011
	
Hyster
	
S50FT

	
F187V23981L
	
2013HYSTERS50FT
	
2013
	
Hyster
	
S50FT

	
38C01651
	
2013POWERBOSS38C
	
2013
	
Power Boss
	
38C

	
F187V23980L
	
2013HYSTERS50FT
	
2013
	
Hyster
	
S50FT

	
L177V10562K
	
2012HYSTERH60FT91L187
	
2012
	
Hyster
	
H60FT

	
7192412
	
2012CASE55ATRACTOR
	
2012
	
Farmall
	
55A

	
34459
	
2013KUBOTAB2320TRACTOR
	
2013
	
Kubota
	
B2320DTN-1

	
ZBDD01054
	
2011FARMALLTRACTOR
	
2011
	
Farmall
	
35





   


                                                   A-24







Each of the undersigned hereby acknowledges and agrees to the foregoing terms and provisions.  By its signature below, each of the undersigned agrees
that it will, together with its successors and assigns, be bound by the provisions hereof.

Each of the undersigned agrees that any Lender holding Collateral does so as bailee (under the UCC) for the other Lender which has a Lien on such
Collateral and is hereby authorized to and may turn over to such other Lender upon request therefor any such Collateral, after all obligations and indebtedness of the undersigned to
the bailee Lender have been fully paid and performed.

Each of the undersigned acknowledges and agrees that:  (i) although it may sign this Agreement it is not a party hereto and does not and will not receive any
right, benefit, priority or interest under or because of the existence of the foregoing Agreement (except for Section 2.1 thereof and a consent which is deemed to have been given by
a Junior Priority Lender under Section 2.10), and (ii) it will execute and deliver such additional documents and take such additional action as may be necessary or desirable in the
reasonable opinion of any of the Lenders to effectuate the provisions and purposes of the foregoing Agreement.


	

 
	
S&W SEED COMPANY


By: ______________________________________

                           Matthew K. Szot

      Executive Vice President of Finance and
Administration and Chief Financial
Officer
 

	

 
	SEED HOLDING, LLC



By: ______________________________________

                           Mark S. Grewal

                       Manager

 

	 	STEVIA CALIFORNIA, LLC



By: ______________________________________

                           Mark S. Grewal

                       Manager

 





   



                                          Acknowledgment Page to     

                              Intercreditor and Subordination Agreement