Exhibit 10.1




 


EXECUTION COPY


FORBEARANCE
AGREEMENT


 


 


THIS FORBEARANCE AGREEMENT
(the “Agreement”) is dated the 18th day of April, 2013 (the “Effective Date”) between AgFeed
USA, LLC (formerly known as M2 P2, LLC) (“AgFeed”); TS Finishing, LLC; New York Finishing, LLC; Pork Technologies,
LC; New Colony Farms, LLC; Heritage Farms, LLC; Heritage Land, LLC; Genetics Operating, LLC; M2P2 Facilities, LLC; MGM, LLC; M2P2
General Operations, LLC; New Colony Land Company, LLC; M2P2 AF JV, LLC; and Midwest Finishing, LLC (hereinafter referred to as
“Borrower”) and FARM CREDIT SERVICES OF AMERICA, FLCA and FARM CREDIT SERVICES OF AMERICA, PCA (“Lender”).


 


RECITALS


 


A.The
borrower is indebted to lender under the following loan facilities (collectively the “Loans”) pursuant to that
certain Credit Agreement dated as of June 6, 2006, as the same has since been amended by nineteen separate amendments executed
prior to the date of this Agreement (the “Credit Agreement”):


 


Loan Facility A ($64,700,000.00);
and


 


Loan Facility F ($8,911,086.55)


 


B.The
Borrower’s obligations to the Lender under the Loans, as evidenced by the Credit Agreement are secured as provided in one
or more security agreements, mortgages, and other related security documents between Borrower and Lender (the Credit Agreement,
the foregoing security documents together with all other documents related thereto being collectively referred to herein as the
“Credit Documents”).


 


C.The
Borrower acknowledges it is in default of its obligations to Lender under provisions of the Credit Documents as follows: (i) maturity
of all amounts due under Credit Facility A on the date of this Agreement; (ii) use of loan funds for the purchase of pigs feed
and other expenses in connection with the hog feeding operation of Midwest Finishing, LLC which is not a Borrower under the Credit
Agreement; (iii) after giving effect to the arbitration award in favor of Hormel Foods Corporation on or about January 9, 2013
the Borrower is in default of the following terms under the Credit Agreement: a) Section 6.11.3 Tangible Net Worth requirements;
b) Section 6.11.1 Working Capital requirement; and c) Section 6.11.5 EBITDA requirement (collectively referred to herein as the
“Existing Events of Default”).


 


D.Borrower
acknowledges it has received notice dated December 14, 2012 that their Loans are distressed under provisions of the Farm Credit
Act, as amended (Distressed Loan Notice) and that Borrowers’ restructuring request submitted to Lender on or about January 5,
2013 has been denied by Lenders written response dated January 28, 2013.


 



    	 



    	 



    

 


NOW, THEREFORE, in consideration
of the facts set forth in these Recitals, which the parties agree are true and correct and incorporated herein, and in consideration
for entering into this Agreement the parties hereto agree as follows:


 


1.Acknowledgment
of Debt. The Borrower acknowledges that the principal balance and accrued and unpaid interest (as of the date specified)
is owed on each of the Loans as identified on the attached Exhibit A. To the knowledge of the Borrower, after diligent inquiry,
Lender has performed all of its obligations under the Loan Documents, and Borrower has no defenses, offsets, counterclaims, claims
or demands of any nature which can be asserted against Lender for damages or to reduce or eliminate all or any part of the obligations
of Borrower under the Loan Documents. In addition to said principal and interest, the Lender has incurred and in the future may
incur costs and legal expense in connection with the Loans, which amounts are or will be, due and payable by the Borrower in accordance
with the terms of the Credit Documents. The Borrower acknowledges due execution and delivery of the Credit Documents, and acknowledges
that the same and the Loans are valid and enforceable by the Lender against the Borrower in accordance with their terms.


 


2.Acknowledgment
of Default. The Existing Events of Default have not been cured and continue, the occurrence and continuance of which entitles
Lender to exercise all of the rights and remedies contained in the Credit Documents and applicable law. Borrower does not have
any defenses, counterclaims, or rights of setoff with respect to the Existing Events of Default. The forbearance set forth in this
Agreement and the obligations of Lender pursuant to this Agreement will be effective on the Effective Date.


 


3.Conditions
of Forbearance. The obligations of Lender to forbear from exercising any rights or remedies under the Credit Documents
on account of the Existing Defaults are subject to the Borrower’s satisfying each of the conditions (each a “Forbearance
Condition” and collectively, the “Forbearance Conditions”) set forth in Sections 3(a)-(k). The failure
of any Borrower to satisfy any one or more of the Forbearance Conditions shall be a “Forbearance Default.”


 


(a)Hormel
Agreement and Payment. On or before April 25, 2013, Borrower shall (i) enter into a definitive agreement with Hormel Foods
Corporation that contains each of the terms and conditions set forth on the attached Exhibit B; and (ii) is acceptable to
Lender (the “Hormel Settlement”). On or before April 18, 2013, Lender shall cause Hormel Foods Corporation to
remit to Lender the sum of $12,590,434.17 in payment for the Quarterly Settlement amount due from Hormel for the first calendar
quarter of 2013 which Borrower agrees that Lender shall, upon receipt, apply to Borrower’s obligations to Lender in accordance
with the Credit Documents.


 


(b)CRO
Engagement and LLC Agreement Amendment.


 


(i)On
or before April 18, 2013, Borrower shall select a chief restructuring officer (“CRO”) and employ such CRO pursuant
to a written agreement. The CRO selected and employed by Borrower must be approved by Lender, in its sole discretion. Each holder
of an equity interest in Borrower shall cause the CRO to be duly elected or appointed to the office of Chief Restructuring Officer
in accordance with the governing documents of the Borrower and, if necessary, shall cause proper resolutions of the Borrower to
be adopted that authorize the CRO to perform the powers and duties set forth herein. The terms and conditions of the CRO engagement
must include:


 



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		(A)	Borrower’s authorization and direction that CRO possess the powers and authority normally
given to a “Chief Executive Officer,” “Chief Operating Officer,” and “Chief Financial Officer”;



 


		(B)	The express acknowledgement by Borrower and CRO that Borrower and CRO have a duty to maximize the
value of Borrower for the benefit of all stakeholders, including Lender;



 


		(C)	An obligation for CRO to supervise and administer the March 25, 2013 engagement between AgFeed
and BDA Advisors, Inc. such that on or before July 1, 2013 (or such later date as approved by Lender in writing) Borrower has completed
a transaction, with the Lender’s written consent, that will result in a satisfaction of Lender’s claims in full (a
“Transaction”);



 


		(D)	A term for CRO’s engagement that extends at least through July 1, 2013; and



 


		(E)	An obligation for CRO to provide, on a weekly basis, full and complete reporting to Lender and
its designated agents or representatives (including, at Lender’s request, Carl Marks Advisory Group, LLC and McWilliams Agribusiness,
Inc.) regarding Borrower’s business operations, cash flow and status of a Transaction.



 


(ii)On
or before April 18, 2013, AgFeed shall cause AgFeed’s Amended and Restated Limited Liability Company Agreement, dated as
of September 13, 2010, as amended, to be further amended pursuant to an amendment substantially in the form attached hereto as
Exhibit C (the “LLC Amendment”) that will provide (A) that management of AgFeed shall be vested in a
board of managers (the “Board of Managers”) consisting of three (3) managers who shall be appointed by the sole member
of AgFeed in accordance with the LLC Amendment; (B) for the appointment of CRO, Gerry Daignault, and Steven Price as the initial
three (3) managers of AgFeed; (C) that the Board of Managers shall have the sole and exclusive authority to direct the actions
of each Borrower in which AgFeed is the sole direct or indirect member; and (D) that the Board of Managers shall have the sole
and exclusive authority to approve and consummated a Transaction.


 



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(iii)At
all times during the Forbearance Period; (x) the LLC Amendment must remain in full force and effect without alteration or amendment;
and (y) the Board of Managers shall be comprised of CRO, Gerry Daignault, and Steven Price or such successors that may be appointed
by the member of AgFeed that are acceptable to Lender which acceptance may not be unreasonably withheld; provided, however, each
successor manager must not be a current or former owner of an equity interest in AgFeed International, Inc. or a current or former
director of AgFeed International, Inc.


 


(c)Under
the direction of the CRO and Board of Managers, Borrower shall complete a Transaction pursuant to the following timetable:


 


(i)On
or before May 15, 2013, Borrower shall deliver to Lender one or more expressions of interest or letters of intent (each, a “Transaction
Option”) that demonstrate Borrower’s ability, on or before July 1, 2013 (or such later date as approved by
Lender in writing) to consummate a Transaction;


 


(ii)On
or before May 22, 2103, Lender will inform Borrower in writing which Transaction Option(s) are acceptable to Lender;


 


(iii)On
or before June 8, 2013, Borrower shall deliver to Lender a definitive agreement between Borrower and a third party that memorializes
Borrower’s agreement to consummate a Transaction with Lender’s consent; and


 


(iv)On
or before July 1, 2013 (or such later date as agreed to by Lender), Borrower shall have closed a Transaction.


 


(d)Lender
acknowledges and agrees that CRO, the Board of Managers and Borrower may be unable or unwilling to complete a Transaction pursuant
to the timetable set forth in Section 3(c)(i)-(iv) in the event such actions would result in Borrower’s material breach of
material contracts or governing law. In such event, a Forbearance Default will nevertheless exist but Lender shall not have an
independent claim against CRO, Board of Managers or Borrower for the failure to approve and consummate a Transaction. Instead,
in such event, a Forbearance Default will exist and Lender shall be free to exercise its rights and remedies under the Credit Agreements
and applicable law.


 


(e)Borrower
shall comply in all respects with the Credit Agreements except that Borrower shall, during the Forbearance Period, not be obligated
to cure the Existing Defaults. Specifically, without limitation:


 



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(i)Borrower
shall pay interest on the Loans as and when due. For avoidance of doubt, at all times during the Forbearance Period, interest shall
accrue on the Loans at the Default Rate.


 


(ii)Borrower
shall submit a current Borrowing Base report calculated as of each Friday which will be due on or before Wednesday of the week
following the date of each calculation.


 


(f)Concurrent
with the effective date of this Agreement, Borrower will submit (x) a thirteen week cash flow projection (the “Cash Flow
Projection”) and (y) a borrowing base projection (the “Borrowing Base Projection”), commencing the
week ending April 19, 2013, attached hereto as Exhibit D.


 


(g)Borrower
agrees to submit an updated thirteen week Cash Flow Projection and Borrowing Base Projection every fourth Wednesday, the first
revision due on or before May 15, 2013 for the thirteen week period commencing with the week ending May 17, 2013, which is subject
to Lender’s review and approval.


 


(h)The
Borrower will submit, on or before Wednesday of the following week, a report comparing the actual results for each week to the
budgeted amounts for that week. The total of the actual reported operating outflows and non-operating outflows (“Cash
Outflows”) on a rolling four week basis (calculated on the most recent four week period completed) will not exceed the
total amount of Cash Outflows projected for the most recent 4 week period by more than 4%. The actual borrowing base margin reported
for each weekly Borrowing Base will not be more than $400,000 less than the projected borrowing base margin for the same reporting
period as set forth in the then-current Borrowing Base Projection. For the avoidance of doubt, Borrower shall be in compliance
with the Borrowing Base requirements and the borrowing base margin shall not at any time be less than $0.


 


(i)Borrower
shall promptly reimburse Lender for (x) Lender’s legal and professional costs and expenses incurred by Lender in connection
administering the Loans including, without limitation, the costs and expenses incurred in connection with this Agreement and Lender’s
evaluation of the Hormel settlement; and (y) Lender’s appraisal and collateral inspection costs.


 


(j)Except
as provided in Section 5 below, Borrower shall not (x) distribute any profits, make any loans, declare or pay any dividends, distribute
earnings, allow any draws, or make other distributions to any holders of equity interests in Borrower; or (y) apply any assets
to the redemption, retirement, purchase or other acquisition of any such interests.


 


(k)Borrower
shall comply with the terms and conditions of this Agreement.


 



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4.Forbearance.
Subject to the terms and conditions set forth in this Agreement, Lender shall forbear from exercising its rights and remedies on
account of the Existing Defaults from the date hereof until the earlier of (a) July 1, 2013; (b) the occurrence of a Forbearance
Default (the “Forbearance Period”). Notwithstanding any provision in the Credit Documents requiring written
notice from Lender prior to Lender pursuing its rights or remedies under the Credit Documents or applicable law, upon the earlier
of the occurrence of a Forbearance Default or July 1, 2013, Lender shall immediately be entitled to pursue its rights and remedies
under any or all of the Credit Documents and applicable law without Borrower being entitled to a cure period or written notice
of the Forbearance Default.


 


5.Funding of
Parent Overhead. In the event Borrower elects to use Collateral to fund payment of expenses incurred by AgFeed Industries,
Inc. (“Parent”), such funding (i) may not exceed $967,788 (the “Forbearance Period Advance”)
during the Forbearance Period; and (ii) shall not exceed $365,000 during any calendar month during the Forbearance Period. On or
before the date hereof, Parent shall execute a Guaranty Agreement in the form attached hereto as Exhibit E that will irrevocably
and absolutely obligate the Parent, following a Forbearance Default, to pay and perform the Loans subject to a maximum payment
obligation of $2,374,038 which amount shall be equal to the sum of (x) the aggregate amount of the Forbearance Period Advances;
and (y) $1,406,250 (the amount of Borrower’s prior use of Lender’s Collateral to fund Parent expenses).


 


6.Management
of Business. Borrower acknowledges that it is the obligation of Borrower, acting through its duly authorized representatives,
to manage the ongoing business of the Borrower and that Lender has not participated in or directed any of the management of the
Borrower.


 


7.Release.
Borrower fully, finally and forever releases and discharges Lender from any and all actions, causes of action, claims, debts, demands,
liabilities, obligations and suits, of whatever kind or nature, in law or equity, that Borrower has or in the future may have,
whether known or unknown (i) in respect of the Loans, this Agreement, the other Credit Documents or the actions or omissions of
Lender in respect of the Loans or the Credit Documents and (ii) arising from events occurring prior to the date of this Agreement.
Nothing contained in this Section 7 shall release obligations owing from Lender pursuant to the Credit Documents.


 


8.Entire Agreement;
Change; Discharge; Termination or Waiver. The Credit Documents contain the entire understanding and agreement of Borrower
and Lender in respect of the Loans and supersede all prior representations, warranties, agreements and understandings. No provision
of the Credit Documents may be changed, discharged, supplemented, terminated or waived except in a writing signed by Lender and
Borrower. This Agreement contains the entire understanding and agreement of Borrower and Lender in respect of the forbearance of
Borrower’s obligations under the Credit Documents and supersedes all prior representations, warranties, agreements and understandings
between Borrower and Lender with respect to the forbearance of Borrower’s obligations under the Credit Documents.


 


9.No Limitations.
The description of the Credit Documents contained in this Agreement is for informational and convenience purposes only and shall
not be deemed to limit, imply or modify the terms or otherwise affect the Credit Documents. The description in this Agreement of
the Acknowledged Defaults under the Credit Documents shall not be to the exclusion of any other defaults now existing or hereafter
occurring under the Credit Documents. The description in this Agreement of the specific rights of Lender shall not be deemed to
limit or exclude any other rights to which Lender may now be or may hereafter become entitled to under the Credit Documents at
law, in equity or otherwise.


 



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10.Time of
the Essence. Time is of the essence in this Agreement.


 


11.Binding
Effect. The Credit Documents shall be binding upon, and inure to the benefit of, Borrower, and Lender and their respective
successors and assigns.


 


12.Further
Assurances. Borrower and Guarantors shall execute, acknowledge (as appropriate) and deliver to Lender such additional agreements,
documents and instruments as reasonably required by Lender to carry out the intent of this Agreement.


 


13.Counterpart
Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached
to a single copy of this Agreement to physically form one document.


 


14.Limitation
of Liability for Certain Damages. In no event shall Lender Party be liable to Borrower on any theory of liability for any
special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). BORROWER
HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES,
WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


 


15.Post-Default
Waiver of Collateral Disposition Rights. A default and an event of default have occurred under the Credit Documents and
notwithstanding any forbearance or other provision set forth herein, such default and event of default remain as pre-existing events
of default with respect to which the Lender may send (any time after the forbearance hereunder ends) a notice of disposition of
collateral under Section 9-611 of the Uniform Commercial Code.


 


16.WAIVER OF
JURY TRIAL. LENDER AND BORROWER, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS AND ANY OTHER TRANSACTION
CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.
Lender and Borrower intend and agree that the immediately preceding provision, in which such Persons waive their rights to a jury
trial, is valid and shall be given effect.


 


17.Construction.
This Agreement shall not be construed more strictly against Lender merely by virtue of the fact that the same has been prepared
by Lender or its counsel, it being recognized that Borrower is a sophisticated party represented by counsel and Borrower acknowledges
and waives any claim contesting the existence and the adequacy of the consideration given by any of the other parties hereto in
entering into this Agreement.


 



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18.Consent
to Agreement. Borrower acknowledges that it has thoroughly read and reviewed the terms and provisions of this Agreement
and is familiar with same, that the terms and provisions contained herein are clearly understood by it and have been fully and
unconditionally consented to by it, and that Borrower has had full benefit and advice of counsel of its own selection, or the opportunity
to obtain the benefit and advice of counsel of its own selection, in regard to understanding the terms, meaning and effect of this
Agreement and that this Agreement has been entered into by Borrower freely, voluntarily, with full knowledge and without duress,
and that in executing this Agreement, Borrower is relying on no other representations either written or oral, express or implied,
made to Borrower by any other party hereto, and that the consideration received by Borrower hereunder has been actual and adequate.


 


19.Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.


 


20.Severability.
If any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, such provision shall be severable from
the remainder of such agreement and the validity, legality and enforceability of the remaining provisions shall not be adversely
affected or impaired thereby and shall remain in full force and effect.


 


Remainder of this page is intentionally
blank


 




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IN WITNESS WHEREOF, the
parties hereto have caused this agreement to be duly executed and delivered as of the date and year first above written.


 





	BORROWER:
	 	 	 	 	 
	AgFeed USA, LLC (formerly known as M2 P2, LLC) 
	By:	AgFeed Industries Inc., its Managing Member
	By:	/s/ Gerry Daignault	 
	 	Gerry Daignault, Chief Financial Officer	 
	 	 	 	 	 
	TS Finishing, LLC
	 	 	 	 	 
	By:	AgFeed USA, LLC, its Managing Member	 
	 	By:	AgFeed Industries, Inc., its Managing Member	 
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	New York Finishing, LLC
	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member	 
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	Pork Technologies, LC
	By:	M2P2 General Operations, LLC, its Managing Member
	 	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	New Colony Farms, LLC
	By:	M2P2 General Operations, LLC, its Managing Member
	 	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer


  











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	Heritage Farms, LLC
	By:	M2P2 General Operations, LLC, its Managing Member
	 	By:	AgFeed USA, LLC, its Managing Member	 
	 	By:	AgFeed Industries, Inc., its Managing Member	 
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	Genetics Operating, LLC
	By:	M2P2 General Operations, LLC, its Managing Member
	 	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	M2P2 Facilities, LLC
	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	MGM, LLC
	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	M2P2 General Operations, LLC
	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer


  






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	New Colony Land Company, LLC
	By:	M2P2 Facilities, LLC, its Managing Member
	 	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	Heritage Land, LLC
	By:	M2P2 Facilities, LLC, its Managing Member
	 	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	M2P2 AF JV, LLC
	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer
	 	 	 	 	 
	Midwest Finishing, LLC
	By:	AgFeed USA, LLC, its Managing Member
	 	By:	AgFeed Industries, Inc., its Managing Member
	 	 	By:	/s/ Gerry Daignault	 
	 	 	 	Gerry Daignault, Chief Financial Officer



 


	LENDER:
	 	 	 	 	 
	Farm Credit Services of America, PCA 
	Farm Credit Services of America, FLCA
	 	 	 	 	 
	By:	/s/ Brian Frevert	 
	 	Brian Frevert, Vice President


 




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EXHIBIT
A


 


	LOAN FACILITY	
        CURRENT PRINCIPAL BALANCE (as of 4/16/13)

         
	
        INTEREST PAYOFF

        (as of 4/16/13)

	FACILITY A	$68,839,815.11	$256,608.94
	FACILITY F	$8,793,315.45	$28,461.61


 



    	 



    	 



    

 


EXHIBIT
B


 


HORMEL
SETTLEMENT AGREEMENT


 


Principal
Terms


 




    	 



    	 



    

New Agreements


		·	Includes:



 


		°	Three new HPAs



 


		°	Amendment of the two weanling pig agreements



 


		°	Master agreement covering all agreements and including additional items noted below



 


		·	Agreements will be tied together with a master agreement and cross default clauses.



 


		·	Agreements will provide for default/termination in the event of a bankruptcy proceeding.



 


		·	Agreements will represent a new relationship of a short duration, the prior relationship having ended and all claims having
been released.



 


Pricing Terms


		·	AgFeed pig flow: $ * + $ * + ( * x Corn price) + ( * x SBM price) = price per cwt



 


		·	Hormel pig flow: $ * + $ * + ( * x Corn price) + ( * x SBM price) = price per cwt



 


Timing


		·	New pricing terms will be effective retroactive to April 1.



 


		·	Current Weanling Agreements terminate on June 30, 2013; last weanling pig delivered on or before that date.



 


		·	Herd is PRRS positive and unstable, weanling pigs recognized to be from such a herd.



 


		·	Release includes all claims related to PRRS, historic and future.



 


		·	AgFeed will honor Weanling Agreement in terms of rejects during wind down.



 


		·	Revised Market Hog Agreements terminate on December 31, 2013; last market hog delivered on or before December 31, 2013.



 


		·	AgFeed will honor HPAs in terms of sort and carcass quality.



 


2012 Addendum


		·	Hormel releases any claim it may have as to the 2012 Addendum Payment.



 


Pending Arbitration


		·	The pending arbitration will be dismissed with each side to bear its own costs, fees and share of arbitrator fees.



 


* Material has been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and Exchange Commission.


 



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Ledger Balance


		·	Hormel will release its claim as to the ledger balance.



 


1st Quarter Payment and Issuance of Unsecured Note


		·	Hormel will issue payment in full of the first quarter settlement pursuant to the terms of the existing agreements.



 


		·	AgFeed USA will issue Hormel an unsecured, non-interest bearing note equal to the Q1 payment less $9,750,000. The note will
mature on December 31, 2014.



 


Releases


		·	Full and Complete Mutual Releases of All Claims — new relationship during wind down.



 


Conditional / Farm Credit


		·	Entire agreement is conditioned upon Farm Credit’s agreement to release any claim it may have related to any set-off
taken by Hormel and the final payment.



 


		·	Farm Credit (and related lenders) will execute a document confirming approval of the transaction
outlined above and its release of any claims against Hormel related to the same.



 




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EXHIBIT
C


 


LLC
AMENDMENT


 


[See attached.]


 




    	 



    	 



    

 


AMENDMENT NO. 2 TO

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF AGFEED USA, LLC


 


THIS AMENDMENT NO.
2 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is made and entered into as of
the 16 day of April, 2013, by AgFeed Industries, Inc., a Nevada corporation (“AgFeed”), the sole member of AgFeed USA,
LLC.


 


WHEREAS, AgFeed
desires to amend its Amended and Restated Limited Liability Company Agreement, dated September 13, 2010 (as amended from time to
time in accordance with the terms thereof, the “Agreement”), as set forth herein.


 


NOW THEREFORE,
for good and valuable consideration, AgFeed, intending to be legally bound, does hereby amend the Agreement and agrees as follows:


 


1.Capitalized
Terms. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement.


 


2.Defined Terms.
Article I of the Agreement is hereby modified and amended, and from and after the date hereof shall include the following additional
defined terms:


 


“Board”
has the meaning set forth in Section 5.01(a).


 


“Manager”
has the meaning set forth in Section 5.01(a).


 


“Officer”
has the meaning set forth in Section 5.02.


 


“Subsidiary
Entity” has the meaning set forth in Section 5.01(b)(ix).


 


“Transaction”
has the meaning set forth in that certain Forbearance Agreement, dated as of April 18, 2013, between the Company, TS Finishing,
LLC; New York Finishing, LLC; Pork Technologies, LC; New Colony Farms, LLC; Heritage Farms, LLC; Heritage Land, LLC; Genetics Operating,
LLC; M2P2 Facilities, LLC; MGM, LLC; M2P2 General Operations, LLC; New Colony Land Company, LLC; M2P2 AF JV, LLC; and Midwest Finishing,
LLC, collectively as Borrower, and Farm Credit Services Of America, FLCA and Farm Credit Services Of America, PCA, collectively
as Lender.


 


3.Management.
Section 5.01 of the Agreement is hereby modified and amended, and from and after the date hereof shall read in its entirety, as
follows:


 


Section 5.01 Management.


 


(a)The
business and affairs of the Company shall be managed under the direction of a board of managers (the “Board”).
A member of the Board shall be referred to as a “Manager.” The Board shall consist of three Managers who will
initially be Keith Maib, Gerard Daignault and Steve Price. Each Manager shall be appointed by and serve at the sole discretion
of the Member. The Member shall have the right to remove any Manager appointed by the Member and to appoint a substitute Manager
to replace any removed Manager.


 



    	2



    	 



    

 


(b)The
Board shall act on behalf of the Company only as a body. No Manager acting individually in the capacity of a Manager shall have
the authority or capacity to bind the Company or conduct its business. Any action of the Board may be taken by a majority vote
cast at a duly called meeting of the Board at which a quorum of the Managers is present, or alternately, by a written consent signed
by all of the Managers that sets forth the action being taken. Decisions of the Board within its scope of authority shall be binding
upon the Company and the Member. Such scope of authority shall specifically include but shall not be limited to the power to:


 


(i)Authorize
any Officer or Officers, agent or agents to sign all checks, drafts or other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Company, which shall be signed by such Officer or Officers, agent or agents of the Company
and in such manner, including by means of facsimile signatures, as shall from time to time be determined by or under the authority
of a resolution of the Board;


 


(ii)Select
directly or under the authority of a resolution such banks, trust companies or other depositories to which all funds of the Company
not otherwise employed shall be deposited from time to time to the credit of the Company;


 


(iii)Borrow
and lend money at such rates of interest and from or to such parties as is approved, such approval may be general or confined to
specific instances;


 


(iv)Take
such actions as are consistent with the Company’s business and purpose under Section 2.02 of this Agreement;


 


(v)Insure
the Company’s activities and property;


 


(vi)Pay out
of the Company’s funds all fees and expenses incurred in the organization and operation of the Company;


 


(vii)Authorize
the execution of all documents, instruments and agreements reasonably deemed by the Board of Managers to be necessary, appropriate
or needed for the performance of its duties and the exercise of its powers under this Agreement;


 


(viii)Retain
attorneys, accountants and other professionals in the course of the performance of the Managers’ duties and exercise of their
powers;


 


(ix)to authorize
and approve any Transaction on behalf of (A) the Company and (B) on behalf of any entity in which the Company is a member or for
which the Company, directly or indirectly, has the authority to act as manager (collectively, a “Subsidiary Entity”);
and


 



    	3



    	 



    

 


(x)to authorize
and approve the Company’s and any Subsidiary Entity’s execution and delivery of any documents or instruments in connection
with a Transaction, and to cause the Company and any Subsidiary Entity to take any actions as may be necessary to consummate a
Transaction.


 


4.Indemnification.
Section 5.02 of the Agreement is hereby renumbered as Section 5.03 and modified and amended, and from and after the date hereof
shall read in its entirety, as follows:


 


Section 5.03 Liability
and Indemnification.


 


(a)To the
fullest extent permitted by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or
otherwise (including under a judgment, decree or order of a court), shall be solely the debts, obligations and liabilities of the
Company, and no member of the Company (including the Member) or Manager shall be obligated personally for any such debt, obligation
or liability of the Company solely by reason of being a member or Manager of the Company.


 


(b)Notwithstanding
any provision in this Agreement or any other agreement or writing to the contrary, no provision of this Agreement is intended to
or shall: (i) eliminate the implied contractual covenant of good faith and fair dealing, or (ii) limit or eliminate liability for
any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.


 


(c)The
Company shall indemnify and hold harmless the Managers for any losses, judgments, liabilities, expenses and amounts paid in settlement
of any claims sustained by a Manager in connection with the Company, provided that the same were not caused by the
gross negligence or willful misconduct on the part of the Manager. Any indemnity under this Section shall be provided out of and
to the extent of Company assets only, and no member of the Company or Manager shall have any personal liability on account thereof.


 


5.Officers.
A new Section 5.02 is hereby added to the Agreement, and from and after the date hereof shall read in its entirety, as follows:


 


Section 5.02
Officers. The Officers of the Company (each, an “Officer”) shall be chosen by the Board and may consist
of a Chief Restructuring Officer, a President, a Secretary and a Treasurer. The Board may also choose one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board may appoint such
other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by the Board. Unless the Board otherwise specifies,
if the title of an Officer is one commonly used for officers of a business corporation, the assignment of such title shall constitute
the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific
delegation of broader or more narrow authority and duties made to such Officer by the Board pursuant to this Agreement. The salaries
of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company
shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause,
by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board.


 



    	4



    	 



    

 


6.Amendment.
The Agreement is hereby amended in all respects necessary to give effect to the foregoing and the Agreement is otherwise ratified
and confirmed and remains in full force and effect. The Agreement as amended by this Amendment constitutes the entire limited liability
company agreement of the Company.


 


7.Governing
Law. This Amendment and the rights, remedies, duties, powers, authority, and authorization of the parties hereto and the
Company hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to principles
of conflict of laws.


 


[Signature page follows.]


 




    	5



    	 



    

 


IN WITNESS WHEREOF,
the Member has executed this Amendment or caused this Amendment to be executed as of the date set forth above.


 





	 	AGFEED INDUSTRIES, INC. 
	 	as sole member
	 	 
	 	   
	 	Gerard Daignault, Chief Financial Officer


 




    	6



    	 



    

 


EXHIBIT
D


 


CASH FLOW
AND BORROWING BASE PROJECTIONS


 






    	 



    	 



    




 





AgFeed USA, LLC              


13 Wk Cash Flow Projections Beginning the Week Ending 4/19/13        


EXHIBIT D              


 





	Cash Inflows:	 	 	4/19/13	 	 	 	4/26/13	 	 	 	5/3/13	 	 	 	5/10/13	 	 	 	5/17/13	 	 	 	5/24/13	 	 	 	5/31/13	 	 	 	6/7/13	 	 	 	6/14/13	 	 	 	6/21/13	 	 	 	6/28/13	 	 	 	7/5/13	 	 	 	7/12/13	 	 	 	13 Week CF Total	 
	Hormel Market Sales	 	$	3,332,285	 	 	$	4,326,825	 	 	$	4,507,816	 	 	$	4,423,246	 	 	$	4,302,843	 	 	$	4,320,169	 	 	$	3,744,383	 	 	$	3,772,974	 	 	$	3,865,777	 	 	$	3,934,111	 	 	$	4,065,258	 	 	$	3,433,103	 	 	$	3,818,207	 	 	$	51,846,997	 
	Cull Sales- Finishing	 	 	187,611	 	 	 	81,326	 	 	 	86,820	 	 	 	84,013	 	 	 	82,272	 	 	 	85,743	 	 	 	80,113	 	 	 	79,453	 	 	 	74,036	 	 	 	79,736	 	 	 	79,590	 	 	 	75,565	 	 	 	85,055	 	 	 	1,161,333	 
	Cull Sales- Sows	 	 	189,331	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	57,000	 	 	 	873,331	 
	Hormel Qtrly Settlement	 	 	12,590,434	 	 	 	3,000,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	15,590,434	 
	Misc Income	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	External Feed Sales	 	 	308,661	 	 	 	215,000	 	 	 	150,000	 	 	 	150,000	 	 	 	150,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	973,661	 
	Total Inflows	 	$	16,608,322	 	 	$	7,680,151	 	 	$	4,801,636	 	 	$	4,714,258	 	 	$	4,592,115	 	 	$	4,462,912	 	 	$	3,881,496	 	 	$	3,909,427	 	 	$	3,996,813	 	 	$	4,070,847	 	 	$	4,201,848	 	 	$	3,565,668	 	 	$	3,960,262	 	 	$	70,445,756	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Outflows	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payroll	 	 	302,948	 	 	 	-	 	 	 	308,230	 	 	 	-	 	 	 	350,284	 	 	 	-	 	 	 	308,230	 	 	 	-	 	 	 	350,284	 	 	 	-	 	 	 	308,230	 	 	 	-	 	 	 	350,284	 	 	$	2,278,489	 
	401k/H.S.A./Insurance	 	 	67,986	 	 	 	-	 	 	 	67,986	 	 	 	-	 	 	 	67,986	 	 	 	-	 	 	 	67,986	 	 	 	-	 	 	 	67,986	 	 	 	-	 	 	 	67,986	 	 	 	-	 	 	 	67,986	 	 	 	475,905	 
	Purchased Wean Pigs (CH/MP/3rd Party)	 	 	617,009	 	 	 	635,605	 	 	 	621,634	 	 	 	612,320	 	 	 	502,415	 	 	 	612,320	 	 	 	612,320	 	 	 	612,320	 	 	 	612,320	 	 	 	612,320	 	 	 	502,415	 	 	 	612,320	 	 	 	60,000	 	 	 	7,225,320	 
	Boar Purchases	 	 	-	 	 	 	-	 	 	 	22,500	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	22,500	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	45,000	 
	Feed Costs- Finishing	 	 	2,345,038	 	 	 	2,174,994	 	 	 	2,187,091	 	 	 	2,190,702	 	 	 	2,191,971	 	 	 	2,187,604	 	 	 	2,194,616	 	 	 	2,177,359	 	 	 	2,202,895	 	 	 	2,190,899	 	 	 	2,207,870	 	 	 	2,164,191	 	 	 	2,173,995	 	 	 	28,589,226	 
	Feed Ingredient Costs- Farrowing	 	 	165,134	 	 	 	438,565	 	 	 	398,565	 	 	 	398,565	 	 	 	248,565	 	 	 	248,565	 	 	 	248,565	 	 	 	248,565	 	 	 	248,565	 	 	 	248,565	 	 	 	286,365	 	 	 	298,965	 	 	 	298,965	 	 	 	3,776,511	 
	Producer Fees	 	 	54,969	 	 	 	21,000	 	 	 	1,693,554	 	 	 	121,353	 	 	 	21,000	 	 	 	21,000	 	 	 	1,693,554	 	 	 	71,177	 	 	 	21,000	 	 	 	21,000	 	 	 	1,693,554	 	 	 	121,353	 	 	 	21,000	 	 	 	5,575,514	 
	Vet/Meds	 	 	68,245	 	 	 	118,120	 	 	 	118,589	 	 	 	118,729	 	 	 	118,778	 	 	 	118,609	 	 	 	118,881	 	 	 	119,064	 	 	 	120,064	 	 	 	120,461	 	 	 	121,132	 	 	 	121,161	 	 	 	121,556	 	 	 	1,503,390	 
	Rent- Offices	 	 	-	 	 	 	-	 	 	 	13,750	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	13,750	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	13,750	 	 	 	-	 	 	 	41,250	 
	Lease Pmts (TriOak/Bridenstine(OK)/RV(CO))	 	 	24,133	 	 	 	-	 	 	 	294,773	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	79,773	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	75,361	 	 	 	-	 	 	 	474,040	 
	AF Parent Overhead	 	 	130,794	 	 	 	-	 	 	 	147,069	 	 	 	-	 	 	 	147,069	 	 	 	-	 	 	 	147,069	 	 	 	-	 	 	 	147,069	 	 	 	-	 	 	 	147,069	 	 	 	-	 	 	 	-	 	 	 	866,140	 
	Trucking	 	 	162,533	 	 	 	161,261	 	 	 	169,515	 	 	 	169,798	 	 	 	165,943	 	 	 	159,861	 	 	 	165,776	 	 	 	144,105	 	 	 	160,955	 	 	 	153,962	 	 	 	161,021	 	 	 	151,771	 	 	 	133,299	 	 	 	2,059,801	 
	Utilities	 	 	34,004	 	 	 	34,004	 	 	 	20,375	 	 	 	20,375	 	 	 	20,375	 	 	 	20,375	 	 	 	20,375	 	 	 	22,759	 	 	 	22,759	 	 	 	22,759	 	 	 	22,759	 	 	 	29,158	 	 	 	29,158	 	 	 	319,234	 
	Repairs & Maintenance	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	19,466	 	 	 	253,058	 
	Insurance	 	 	-	 	 	 	166,749	 	 	 	-	 	 	 	-	 	 	 	166,749	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	166,749	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	166,749	 	 	 	666,996	 
	Vehicle/Fleet Costs	 	 	-	 	 	 	30,000	 	 	 	20,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	40,000	 	 	 	30,000	 	 	 	-	 	 	 	-	 	 	 	40,000	 	 	 	30,000	 	 	 	-	 	 	 	190,000	 
	Truck Wash	 	 	7,809	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	5,000	 	 	 	67,809	 
	Business Meals/Travel	 	 	212,294	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	300,000	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	50,000	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	567,294	 
	Misc/Supplies	 	 	25,000	 	 	 	153,000	 	 	 	25,000	 	 	 	25,000	 	 	 	125,000	 	 	 	25,000	 	 	 	25,000	 	 	 	25,000	 	 	 	25,000	 	 	 	125,000	 	 	 	25,000	 	 	 	25,000	 	 	 	25,000	 	 	 	653,000	 
	Total Operating Outflows	 	$	4,237,362	 	 	$	3,958,263	 	 	$	6,133,598	 	 	$	3,681,809	 	 	$	4,151,101	 	 	$	3,717,800	 	 	$	5,760,861	 	 	$	3,497,815	 	 	$	4,170,613	 	 	$	3,569,432	 	 	$	5,608,368	 	 	$	3,667,996	 	 	$	3,472,958	 	 	$	55,627,978	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Operating Cash Inflow (Outflow)	 	$	12,370,960	 	 	$	3,721,888	 	 	$	(1,331,962	)	 	$	1,032,450	 	 	$	441,014	 	 	$	745,112	 	 	$	(1,879,365	)	 	$	411,611	 	 	$	(173,800	)	 	$	501,415	 	 	$	(1,406,521	)	 	$	(102,328	)	 	$	487,304	 	 	$	14,817,778	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non Operating Outflows	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Payment Other Debt (NC)	 	 	-	 	 	 	-	 	 	 	120,874	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	119,894	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	122,886	 	 	 	-	 	 	 	363,655	 
	Interest Payment - FCSA Revolver	 	 	-	 	 	 	-	 	 	 	440,200	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	378,744	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	389,523	 	 	 	-	 	 	 	1,208,467	 
	Interest Payment Other Debt (NC + HM)	 	 	-	 	 	 	-	 	 	 	60,635	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	61,615	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	58,623	 	 	 	-	 	 	 	180,873	 
	Capital Expenditures	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	10,600	 	 	 	137,800	 
	Professional Fees	 	 	108,000	 	 	 	81,700	 	 	 	50,000	 	 	 	242,000	 	 	 	45,000	 	 	 	45,000	 	 	 	45,000	 	 	 	145,000	 	 	 	45,000	 	 	 	45,000	 	 	 	45,000	 	 	 	145,000	 	 	 	95,000	 	 	 	1,136,700	 
	Total Non Operating Outflows	 	$	118,600	 	 	$	92,300	 	 	$	682,309	 	 	$	252,600	 	 	$	55,600	 	 	$	55,600	 	 	$	434,344	 	 	$	337,109	 	 	$	55,600	 	 	$	55,600	 	 	$	55,600	 	 	$	726,632	 	 	$	105,600	 	 	$	3,027,495	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Cash Outflows	 	$	4,355,962	 	 	$	4,050,563	 	 	$	6,815,907	 	 	$	3,934,409	 	 	$	4,206,701	 	 	$	3,773,400	 	 	$	6,195,205	 	 	$	3,834,925	 	 	$	4,226,213	 	 	$	3,625,032	 	 	$	5,663,968	 	 	$	4,394,628	 	 	$	3,578,558	 	 	$	58,655,473	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Cash Inflow (Outflow)	 	$	12,252,360	 	 	$	3,629,588	 	 	$	(2,014,271	)	 	$	779,850	 	 	$	385,414	 	 	$	689,512	 	 	$	(2,313,709	)	 	$	74,502	 	 	$	(229,400	)	 	$	445,815	 	 	$	(1,462,121	)	 	$	(828,961	)	 	$	381,704	 	 	$	11,790,283	 



 





 






    	 



    	 



    







 


AgFeed USA, LLC             


Borrowing Base Projections             


EXHIBIT D             


 








	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 	 	Projection	 
	 	 	4/19/13	 	 	4/26/13	 	 	5/3/13	 	 	5/10/13	 	 	5/17/13	 	 	5/24/13	 	 	5/31/13	 	 	6/7/13	 	 	6/14/13	 	 	6/21/13	 	 	6/28/13	 	 	7/5/13	 	 	7/12/13	 
	AgFeed USA Operations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sows & Gilts over 7 months.	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 	 	$	5,224,975	 
	Breeding Gilts under 7 months	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 	 	 	1,458,450	 
	Boars (A.I. Quality)	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 	 	 	124,600	 
	Boars (V-Boar Quality)	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 	 	 	24,675	 
	Pigs - Farrowing
    House	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 	 	 	793,260	 
	Total
    AgFeed USA Ops Livestock	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 	 	$	7,625,960	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finishing Inventory	 	$	48,813,118	 	 	$	48,893,712	 	 	$	48,922,027	 	 	$	48,824,568	 	 	$	48,981,052	 	 	$	49,086,765	 	 	$	49,662,463	 	 	$	49,890,931	 	 	$	50,277,392	 	 	$	50,293,635	 	 	$	50,521,482	 	 	$	50,175,939	 	 	$	49,204,284	 
	Head	 	 	549,945	 	 	 	550,853	 	 	 	551,172	 	 	 	550,074	 	 	 	551,837	 	 	 	553,028	 	 	 	559,514	 	 	 	562,088	 	 	 	566,442	 	 	 	566,625	 	 	 	569,192	 	 	 	565,299	 	 	 	554,352	 
	Feed & Grain Inventory	 	 	876,345	 	 	 	841,605	 	 	 	806,865	 	 	 	772,125	 	 	 	737,385	 	 	 	702,645	 	 	 	667,905	 	 	 	633,165	 	 	 	598,425	 	 	 	563,685	 	 	 	555,000	 	 	 	555,000	 	 	 	555,000	 
	Accounts Receivable (<30 Days)	 	 	701,702	 	 	 	496,490	 	 	 	381,615	 	 	 	330,759	 	 	 	329,454	 	 	 	219,557	 	 	 	102,835	 	 	 	102,340	 	 	 	98,277	 	 	 	102,552	 	 	 	102,443	 	 	 	99,424	 	 	 	106,541	 
	Packer Receivable/Hormel Ledger	 	 	3,332,914	 	 	 	1,730,730	 	 	 	1,803,126	 	 	 	1,769,298	 	 	 	1,721,137	 	 	 	1,728,068	 	 	 	1,497,753	 	 	 	1,509,189	 	 	 	1,546,311	 	 	 	1,573,644	 	 	 	1,626,103	 	 	 	1,373,241	 	 	 	1,527,283	 
	Prepaid Yardage	 	 	384,891	 	 	 	1,203,925	 	 	 	1,037,059	 	 	 	745,044	 	 	 	453,028	 	 	 	1,203,925	 	 	 	1,203,925	 	 	 	911,910	 	 	 	619,894	 	 	 	1,203,925	 	 	 	1,203,925	 	 	 	995,343	 	 	 	703,327	 
	Commodity Account	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Cash	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 	 	 	300,000	 
	Total
    Borrowing Base	 	$	62,034,931	 	 	$	61,092,423	 	 	$	60,876,652	 	 	$	60,367,755	 	 	$	60,148,016	 	 	$	60,866,921	 	 	$	61,060,841	 	 	$	60,973,495	 	 	$	61,066,259	 	 	$	61,663,402	 	 	$	61,934,913	 	 	$	61,124,907	 	 	$	60,022,395	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FCSA LOC Balance (Operating)	 	 	55,141,358	 	 	 	51,511,770	 	 	 	53,526,041	 	 	 	52,746,192	 	 	 	52,360,778	 	 	 	51,671,265	 	 	 	53,984,974	 	 	 	53,910,472	 	 	 	54,139,872	 	 	 	53,694,057	 	 	 	55,156,178	 	 	 	55,985,139	 	 	 	55,603,435	 
	Drafts Outstanding	 	 	4,050,563	 	 	 	6,239,734	 	 	 	3,934,409	 	 	 	3,709,348	 	 	 	3,773,400	 	 	 	5,739,906	 	 	 	3,715,030	 	 	 	3,728,860	 	 	 	3,625,032	 	 	 	5,208,669	 	 	 	4,271,742	 	 	 	3,228,275	 	 	 	3,147,626	 
	Accounts Payable	 	 	1,950,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,850,242	 	 	 	1,703,294	 	 	 	1,633,460	 
	Accrued Expenses	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 
	Total Borrowing Base Liabilities	 	$	61,242,164	 	 	$	59,701,746	 	 	$	59,410,692	 	 	$	58,405,782	 	 	$	58,084,420	 	 	$	59,361,413	 	 	$	59,650,247	 	 	$	59,589,575	 	 	$	59,715,147	 	 	$	60,852,969	 	 	$	61,378,162	 	 	$	61,016,707	 	 	$	60,484,521	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowing
    Base Margin (Deficit)	 	$	792,767	 	 	$	1,390,676	 	 	$	1,465,960	 	 	$	1,961,973	 	 	$	2,063,596	 	 	$	1,505,507	 	 	$	1,410,594	 	 	$	1,383,920	 	 	$	1,351,112	 	 	$	810,433	 	 	$	556,751	 	 	$	108,200	 	 	$	(462,127	)



 





 









    	 



    	 



    

 


EXHIBIT
E


 


GUARANTY
AGREEMENT


 


[See attached.]


 




    	 



    	 



    

 


GUARANTY


 


This GUARANTY
(the “Guaranty”) is made as of April 18, 2013 by AgFeed Industries, Inc. a Nevada corporation (“Guarantor”),
to and for the benefit of Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (“Lender”).


 


RECITALS:


 


E.Lender
is a party to that certain Credit Agreement dated as of June 6, 2006, as the same has since been amended by nineteen separate
amendments executed prior to the date of this Agreement (the “Credit Agreement”) with AgFeed USA, LLC (formerly
known as M2 P2, LLC) (“AgFeed”); TS Finishing, LLC; New York Finishing, LLC; Pork Technologies, LC; New Colony
Farms, LLC; Heritage Farms, LLC; Heritage Land, LLC; Genetics Operating, LLC; M2P2 Facilities, LLC; MGM, LLC; M2P2 General Operations,
LLC; New Colony Land Company, LLC; M2P2 AF JV, LLC; and Midwest Finishing, LLC (collectively, hereinafter referred to as “Borrower”).


 


F.As
of [April 16, 2013], each Borrower is indebted to Lender pursuant to the Credit Agreement in the following principal amounts (the
“Principal Indebtedness”):


 


	LOAN FACILITY	CURRENT PRINCIPAL BALANCE
	
        FACILITY A
	
        $68,839,815.11

	FACILITY F	$8,793,315.45


 


In addition to the Principal Indebtedness, interest, fees, charges
and costs have accrued and will accrue pursuant to the Credit Agreement and be payable from Borrower to Lender (together, the “Interest,
Fees and Costs”). Together, the Principal Indebtedness and Accrued Interest Fees and Costs shall be referred to hereinafter
as the Credit Agreement Debt.


 


G.Each
Borrower is in default of various obligations to Lender specified in the Credit Documents including, without limitation, the failure
to pay the Credit Agreement Debt to Lender when and as due (together, as more fully set forth in the Forbearance Agreement (as
defined below), the “Existing Events of Default”).


 


H.Lender
has agreed to enter into a Forbearance Agreement (the “Forbearance Agreement”) with each Borrower as of the date hereof.
Pursuant to the Forbearance Agreement, Lender will forbear from exercising its rights and remedies on account of the Existing Defaults,
as more fully set forth in the Forbearance Agreement, and Lender has agreed to permit Borrower to use Lender’s Collateral
to fund and pay for expenses incurred by Parent in the operation of Parent’s business, as more fully set forth in the Forbearance
Agreement. As a condition of Lender’s agreement to execute the Forbearance Agreement, Lender requires that Borrower obtain
this Guaranty duly executed by Guarantor. Lender is relying upon this Guaranty in providing forbearance to Borrower and permitting
Borrower to use Lender’s Collateral to fund Guarantor’s expenses as set forth in the Forbearance Agreement (as specifically
defined in the Forbearance Agreement, the “Forbearance Period Advances”). The forbearance provided by Lender to Borrower
and Borrower’s use of Lender’s Collateral to fund the Forbearance Period Advances is of value to Guarantor and is reasonably
expected to benefit Guarantor.


 






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AGREEMENT


 


In consideration of Lender
executing the Forbearance Agreement, as an inducement to Lender to do so, and for other valuable consideration, Guarantor agrees,
warrants, represents, and covenants as follows:


 


1.Definitions.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Forbearance Agreement.


 


2.Guaranty.
Guarantor unconditionally, absolutely and irrevocably guarantees: (a) the full, prompt, and complete payment upon the occurrence
of a Forbearance Default of the entire amount of principal, accrued interest, and premiums due from time to time under the Credit
Agreement and all other Obligations of Borrower to Lender under or in respect of any of the Credit Agreement, including reimbursements,
late charges, interest and default interest (including post-petition interest to the extent a petition is filed by or against Borrower
under the Bankruptcy Code), damages, indemnity obligations, collection and court costs, attorneys’ fees, advances, and all
other expenses and charges of any kind, in each case whether incurred prior to or after the execution of this Guaranty and all
without set-off, counterclaim, recoupment, or deduction of any amounts owing or alleged to be owing by Lender to Borrower or Guarantor.
All of the indebtedness, obligations, and liabilities described in this Section are referred to in this Guaranty as the “Guaranteed
Obligations.” All payments made pursuant to this Guaranty shall be in U.S. dollars.


 


3.Limitation on
Amount Guaranteed. Notwithstanding the provisions of Section 2, the obligations of Guarantor pursuant to this Guaranty shall
not exceed an amount (the “Guaranteed Amount”) equal to the sum of (a) the Forbearance Period Advances;
plus (b) $1,406,250. The Guaranteed Amount shall not be subject to reduction by reason of (y) any payment of the Obligations,
except that payments by Guarantor pursuant to this Guaranty shall reduce the Guaranteed Amount. If Guarantor is entitled to the
benefits of any statute, law, decision, rule or regulation that limits or reduces the monetary liability of guarantors (a “Statutory
Limitation”), the Statutory Limitation shall be determined without regard to the limit of the Guaranteed Obligations
set forth in this Section and as if Guarantor had guaranteed 100% of the Guaranteed Obligations.


 


4.Guarantor’s
Obligations Primary. Guarantor’s obligations under this Guaranty are primary and are independent of the obligations of
Borrower, and a separate action or actions may be brought and executed against Guarantor, whether or not such action is brought
against Borrower and whether or not Borrower is joined in such action or actions.


 


5.Representations
and Warranties. Guarantor acknowledges and agrees that the representations and warranties in this Section are a material consideration
to Lender; that Lender is relying on their correctness and completeness in entering into the Forbearance Agreement and making the
Forbearance Period Advances available to Guarantor; that these representations and warranties are true and accurate as of the date
hereof regardless of any investigation or inspection by Lender. Accordingly, each Guarantor represents, warrants, and certifies
to and covenants with Lender that:


 



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(a)No permits,
consents, or approvals from any person or entity are required in connection with the authorization, execution, delivery, consummation,
or performance by Guarantor of this Guaranty;


 


(b)The
entry into and performance by Guarantor of this Guaranty does not and will not violate any judgment, order, law or regulation applicable
to Guarantor or result in any breach of, constitute an event of default under, or result in the creation of any lien, charge, security
interest or other encumbrance upon any collateral pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement
or other instrument to which Guarantor is a party or by which Guarantor’s assets are bound;


 


(c)Upon
execution by Guarantor of this Guaranty, the Guaranty shall constitute the legal, valid and binding obligations of Guarantor, enforceable
against Guarantor in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
liquidation, reorganization and other laws affecting the rights of creditors generally and general principles of equity;


 


(d)Guarantor
is and will remain in compliance in all material respects with all U.S. economic sanctions laws, Executive Orders and implementing
regulations promulgated by OFAC and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank
Secrecy Act and all regulations issued pursuant to it. Neither Guarantor nor any Affiliate of Guarantor is or will become a Person
(i) designated by the U.S. government on the SDN List or who is otherwise the target of U.S. economic sanctions laws, such that,
in either case, a U.S. Person cannot deal with or otherwise engage in business transactions with such Person; or (ii) Controlled
by, or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the target
of U.S. economic sanctions prohibitions, such that the entry into, or performance under, this Guaranty or any other Loan Document
would violate Applicable Law. Guarantor and its Affiliates are and will remain in compliance with the U.S. Patriot Act and other
federal or state laws relating to “know your customer” and anti-money laundering and anti-terrorism rules and regulations.
No proceeds of any Forbearance Period Advance will be used directly or indirectly for any payments to any government official or
employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign
Corrupt Practices Act of 1977. For purposes of this subsection, “Affiliate” does not include the shareholders of any
entity that is publicly traded on a recognized national United States stock exchange.


 



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(e)Guarantor
is and will remain validly existing and in good standing under the laws of the state of its formation and has and will continue
to have full power and capacity to enter into and perform its obligations hereunder;


 


(f)Guarantor
has taken all necessary action to obtain the authorization, execution, delivery, consummation, and performance of this Guaranty;


 


(g)The
individual signing this Guaranty on behalf of Guarantor is duly authorized to do so;


 


(h)The
entry into and performance by Guarantor of this Guaranty does not and will not violate any provision of Guarantor’s organizational
documents.


 


6.Nature of Guaranty;
Waivers. This is an absolute and unconditional guaranty of payment and performance and not of collection. Guarantor unconditionally
waives: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against, Borrower or any
other Person or any of the Collateral or other property of Borrower or such other Person before demanding payment from or seeking
to enforce any of the provisions of this Guaranty against such Guarantor; (b) and agrees not to assert any and all rights, benefits
and defenses which might otherwise be available under any applicable law that might operate to limit Guarantor’s liability
under, or the enforcement of, this Guaranty; (c) the benefits of any statutory or common law provision limiting the right of Lender
to recover a deficiency judgment, or to otherwise proceed, against any Person obligated for the payment of the Guaranteed Obligations,
after any foreclosure or trustee’s sale of any collateral securing payment of the Guaranteed Obligations; (d) any statute
of limitations affecting Guarantor’s liability under this Guaranty or Borrower’s obligations under the Credit Agreement;
and (e) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice
of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance
of this Guaranty, notice of default under any of the Credit Agreement or any ancillary document, and all other notices whatsoever.
Guarantor agrees that this Guaranty shall remain in full effect without regard to, and shall not be affected or impaired by, any
invalidity, irregularity or unenforceability in whole or in part of any of the Credit Agreement or any ancillary documents or instruments,
or any limitation of the liability of Borrower under the Credit Agreement, including any claim that the Credit Agreement or any
ancillary agreement, document or instrument was not duly authorized, executed, or delivered on behalf of any Borrower.


 


7.Duration; Indemnification.
This Guaranty is effective when received by Lender and, except as may otherwise be specifically provided herein, shall continue
in full force and effect, until all of the Guaranteed Obligations are fully and finally paid and performed. The Guaranteed Obligations
shall not be considered fully and finally paid and performed unless and until all payments by Borrower to Lender are no longer
subject to any right on the part of any Person, including Borrower, Borrower as a debtor-in-possession, or any trustee in bankruptcy,
to require Lender to disgorge such payments or to seek to recoup all or any portion of such payments. Accordingly, this Guaranty
shall continue to be effective or be reinstated, as applicable, if at any time the payment or performance of all or any portion
of the Guaranteed Obligations is rescinded or reduced in amount or must otherwise be restored or returned by Lender, whether as
a “voidable preference” or “fraudulent conveyance,” or under any federal or state law, including the Bankruptcy
Code or otherwise, all as though such payment or performance had not been made, and Guarantor will indemnify, defend, and hold
Lender harmless for, from and against, any and all liabilities incurred by Lender in connection with such remission, rescission
or restoration; provided, however, that Guarantor shall not have any liability under this Section to Lender with
respect to any indemnified matter to the extent such liability has resulted primarily from the gross negligence or willful misconduct
of Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. This Guaranty shall
remain in full force and effect and continue to be effective if (a) any petition is filed by or against Borrower or Guarantor for
relief under the Bankruptcy Code; (b) Borrower or Guarantor becomes insolvent or makes an assignment for the benefit of creditors;
or (c) a receiver or trustee is appointed for all or any significant part of Borrower’s or Guarantor’s assets.


 






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8.Effect of Certain
Matters. Guarantor’s obligations under this Guaranty shall not be affected or impaired by reason of any of the following,
all without notice to, or the further consent of, Guarantor: (a) the waiver by Lender of the observance or performance by Borrower
of any of the obligations, conditions or other provisions contained in any of the Credit Agreement, except to the extent of such
waiver; (b) the extension, in whole or in part, of the time for payment of any amount owing or payable under the Credit Agreement;
(c) the modification or amendment (whether material or otherwise) of any of the obligations of Borrower under, or any other provisions
of, the Credit Agreement, except to the extent of such modification or amendment; (d) the taking or the omission of any of the
actions referred to in any of the Credit Agreement (including the giving of any consent, indulgences, or extensions); (e) any failure,
omission, delay or lack on the part of Lender to enforce, assert or exercise any right, power or remedy conferred on Lender in
any of the Credit Agreement; (f) the assignment to or assumption by any third party of any or all of the rights or obligations
of Borrower under all or any of the Credit Agreement; (g) the release or discharge of Borrower from the performance or observance
of any obligation, undertaking or condition to be performed by Borrower under any of the Credit Agreement by operation of law,
including any rejection or disaffirmance of any of the Credit Agreement in any bankruptcy or similar proceedings; (h) the receipt
and acceptance by Lender or any other Person of notes, checks or other instruments for the payment of money and extensions and
renewals thereof; (i) any action, inaction or election of remedies by Lender which results in any impairment or destruction of
any subrogation, indemnity, reimbursement or contribution rights of Guarantor or of any rights of Guarantor to proceed against
any other Person for reimbursement; (j) any setoff, defense, counterclaim, abatement, recoupment, reduction, change in law or any
other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor
or surety under Applicable Law; or (k) the termination or renewal of any of the Guaranteed Obligations.


 


9.Waiver of Certain
Rights Against Borrower and Others. Guarantor waives any claim or other right which Guarantor may now have or hereafter acquire
against Borrower, any other obligor primarily or secondarily obligated with respect to any of the Guaranteed Obligations or the
Collateral that arises from the existence or performance of the obligations of Guarantor under this Guaranty, including any right
of subrogation, reimbursement, exoneration, contribution, indemnification or any right to participate in any claim or remedy of
Lender against Borrower or any property securing any of the Guaranteed Obligations which Lender now has or hereafter acquires,
whether or not such claim, right or remedy arises in equity or under contract, statute or common law.


 



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10.Access to Borrower
Information. Guarantor now has and will continue to have independent means of obtaining information concerning the affairs,
financial condition and business of Borrower. Lender shall have no obligation to provide Guarantor with any credit or other information
concerning the affairs, financial condition or business of Borrower that is in, or may come into, Lender’s possession.


 


11.Notices.
All Notices shall be given as provided in the Credit Agreement, if to Guarantor, at the address set forth below, and if to Lender,
as provided in the Credit Agreement.


 


12.Binding Nature.
This Guaranty is binding on Guarantor and its successors and assigns, including a debtor-in-possession on behalf of Guarantor,
and shall inure to the benefit of Lender, its successors and assigns.


 


13.Severability.
Any provision of this Guaranty being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such
provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in
any other jurisdiction.


 


14.Remedies.
No delay on the part of Lender in the exercise of any right or remedy under this Guaranty shall operate as a waiver thereof. No
single or partial exercise by Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of
any other right or remedy. No modification or waiver of any of the provisions of this Guaranty shall be binding upon Lender except
as set forth in a writing executed by Lender.


 


15.Limitation
of Liability for Certain Damages. In no event shall Lender be liable to Guarantor or on any theory of liability for any special,
indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). GUARANTOR, FOR
ITSELF AND ITS AFFILIATES, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL
OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR


 


16.Governing Law.
THE LAWS OF THE STATE OF NEBRASKA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF) SHALL GOVERN ALL MATTERS
ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS GUARANTY AND THE OTHER CREDIT AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION,
CONSTRUCTION, PERFORMANCE AND ENFORCEMENT..


 


17.Jurisdiction
and Service of Process. Any legal action or proceeding with respect to this Guaranty shall be brought exclusively in the courts
of the State of Nebraska or of the United States for the District of Nebraska, sitting in Omaha, Nebraska, and Guarantor accepts
for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Lender and
Guarantor hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum
non conveniens, that either of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.
Guarantor hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other
service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America
with respect to or otherwise arising out of or in connection with this Guaranty by any means permitted by applicable law, including
by the mailing thereof to the address of Guarantor specified on the signature page hereto. Guarantor agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by applicable law.


 



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18.Waiver of July
Trial. LENDER AND GUARANTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS GUARANTY, THE OTHER CREDIT AGREEMENT AND ANY OTHER TRANSACTION
CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.


 


19.Entire Agreement.
This Guaranty embodies the entire agreement of the parties and supersedes all prior agreements and understandings, oral or written,
relating to the subject matter hereof. Guarantor acknowledges and affirms that Guarantor did not rely on any statement, oral or
written, not contained in this Guaranty or the Credit Agreement in making Guarantor’s decisions to enter into this Guaranty.


 


[SIGNATURE PAGE FOLLOWS]


 




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EXECUTED effective as
of the date first set forth above.


 





	 	GUARANTOR:
	 	 
	 	AgFeed Industries, Inc.
	 	 
	 	 	 	 
	 	By:	   
	 	Printed Name:	   
	 	Its:	    
	 
	 	Address for Notices:
	 	    
	 	     
	 	     


  









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