July 24, 2014 Exhibit 10.1




    Exhibit 10.1


INDEMNIFICATION AGREEMENT


THIS AGREEMENT is made as of the ____ day of _________ , 2014, between S&W SEED COMPANY, a
Nevada corporation (the "Company"), and ______________, an officer, member of the Board of Directors, and/or key employee of
the Company and/or a subsidiary of the Company ("Indemnitee"), with reference to the following facts:


RECITALS:


WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors,
officers, and key employees is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such
persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against
them arising out of their service to and activities on behalf of the Company or any Subsidiary (as such term is defined in Section 19(f) hereof) of
the Company; and


WHEREAS, the Company has adopted provisions in its Articles of Incorporation (the "Articles") and By-laws
(the "By-laws") providing for indemnification and advancement of expenses of its directors and officers to the fullest extent permitted
by the Nevada Revised Statutes (the "NRS") under which the Company is organized, and the Company wishes to clarify and
enhance the rights and obligations of the Company and Indemnitee with respect to indemnification and advancement of expenses; and


WHEREAS, in order to induce and encourage highly experienced and capable persons such as Indemnitee to serve and
continue to serve as directors and officers of the Company and in any other capacity with respect to the Company, and to otherwise promote the
desirable end that such persons shall resist what they consider unjustified lawsuits and claims made against them in connection with the good
faith performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities, and expenses
incurred by them in their defense of such litigation are to be borne by the Company and they shall receive the maximum protection against such
risks and liabilities as may be afforded by law, the Board of Directors of the Company has determined that the following Agreement is
reasonable and prudent to promote and ensure the best interests of the Company and its stockholders; and


WHEREAS, the Company desires to have Indemnitee serve or continue to serve as a director, officer, and/or key
employee of the Company or its Subsidiaries and in such other capacity with respect to the Company as the Company may request, as the case
may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal liabilities by reason of Indemnitee
acting in good faith in the performance of Indemnitee's duty to the Company; and Indemnitee desires to continue so to serve the Company,
provided, and on the express condition, that he or she is furnished with the indemnity set forth hereinafter.



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AGREEMENT:


NOW, THEREFORE, in consideration of Indemnitee's service or continued service as a director, officer, and/or key
employee of the Company or a Subsidiary, the parties hereto agree as follows:


1. Service by Indemnitee.  Indemnitee shall serve and/or continue to serve as a director, officer, and/or key
employee of the Company or a Subsidiary faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed
and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.


2. Indemnification and Advancement of Expenses.  The Company shall indemnify Indemnitee, and shall
pay to Indemnitee in advance of the final disposition of any Proceeding all Expenses incurred by Indemnitee, to the fullest extent permitted by
the NRS in effect on the date of this Agreement or as such law may from time to time be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide broader rights than said law permitted the Company to provide prior to
such amendment). Without diminishing the scope of the rights provided by this Section, the rights of Indemnitee to indemnification and
advancement of Expenses provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no
indemnification or advancement of Expenses shall be paid to Indemnitee:


(a) to the extent expressly prohibited by the NRS or the Articles and By-laws;


(b) for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid
and enforceable indemnity clause, provision of the Articles or By-laws, or agreement of the Company or the organizational documents or
agreement of any other company or organization where Indemnitee is serving at the request of the Company, except in respect of any indemnity
exceeding the payment under such insurance, indemnity clause, provision of the applicable organizational documents or agreement; or


(c) in connection with an action, suit, or proceeding, or part thereof (including claims and counterclaims) initiated by
Indemnitee, except a judicial proceeding or arbitration pursuant to Section 10 to enforce rights under this Agreement, unless the action, suit, or
proceeding (or part thereof) was authorized by the Board of Directors of the Company; or


(d) with respect to any Proceeding brought by or on behalf of the Company against Indemnitee that is authorized by
the Board of Directors of the Company, except as provided in Sections 4, 5 and 6 below.


3. Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by
Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be
made a party to any Proceeding (other than an action by or in the name of the Company) by reason of the fact that Indemnitee is or was a
director, officer, employee, agent, or fiduciary of the Company, or is or


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was serving at the request of the Company as a director, officer,
employee, agent, or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, or trust); or by
reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all
costs, judgments, penalties, fines, liabilities, amounts paid in settlement and Expenses, actually and reasonably incurred by Indemnitee in
connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was
unlawful.


4. Indemnity in Proceedings by or in the Name of the Company. Except as limited by Section 2 above,
Indemnitee shall be entitled to the indemnification rights provided in this

Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name
of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary
of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent, or fiduciary of any other entity
(including, but not limited to, another corporation, partnership, joint venture, or trust); or by reason of anything done or not done by Indemnitee in
any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts
paid in settlement and Expenses, actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however,
that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada law expressly prohibits such
indemnification by reason of any adjudication of liability of Indemnitee to the Company, unless and only to the extent that the court in which such
Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the
case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities, amounts paid in settlement, and Expenses
as such court shall deem proper.


5. Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of
Sections 2(d), 3, and 4 above, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of
any Proceeding or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or
if it is ultimately determined, after all appeals by a court of competent jurisdiction, that Indemnitee is otherwise entitled to be indemnified against
Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.


6. Partial Indemnification.  If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of the costs, judgments, penalties, fines, liabilities, amounts paid in settlement or
Expenses, actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration
pursuant to Section 10 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the


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portion of such costs, judgments, penalties, fines, liabilities, amounts paid in settlement and
Expenses, actually and reasonably incurred to which Indemnitee is entitled.


7. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to
the maximum extent permitted by the NRS, Indemnitee shall be entitled to indemnification against all Expenses actually and reasonably
incurred or suffered by Indemnitee or on Indemnitee's behalf if Indemnitee appears as a witness or otherwise incurs legal expenses as a result
of or related to Indemnitee's service as a director or officer of the Company, in any threatened, pending, or completed action, suit, or
proceeding, whether of a civil, criminal, administrative, investigative, legislative, or other nature, to which Indemnitee neither is, nor is threatened
to be made, a party.


8. Determination of Entitlement to Indemnification. To receive indemnification under this Agreement,
Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is
necessary for such determination and that is reasonably available to Indemnitee. Upon written request by Indemnitee for indemnification
pursuant to Section 3, 4, 5, 6, or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this
Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of
Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of
Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no
Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy
of which shall be delivered to Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by
Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. Such Independent Counsel
shall be selected by the Board of Directors and approved by Indemnitee, except that in the event that a Change in Control has occurred,
Independent Counsel shall be selected by Indemnitee. Upon failure of the Board so to select such Independent Counsel or upon failure of
Indemnitee so to approve (or so to select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected
upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made not later than 30
calendar days after receipt by the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a
request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Articles and By-laws or any
directors' and officers' liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts
and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to
indemnification. If the person making such determination shall determine that Indemnitee is entitled to indemnification as to part (but not all) of
the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues or matters at
issue at the time of the determination.


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9. Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon
receipt of Indemnitee's written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered
to make the determination as provided in Section 8 that Indemnitee has made such request for indemnification. Upon making such request for
indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder, and the Company shall have the burden of proof in
making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to
make the requested determination with respect to indemnification within 30 calendar days after receipt by the Company of such request, a
requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such
indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Section 3 or
4 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a
presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's
conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.


10. Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. If a
determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a
determination of entitlement to indemnification pursuant to Sections 8 and 9, or if Expenses are not paid pursuant to Section 15, Indemnitee
shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively,
Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The
Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any
such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so
made) pursuant to Section 8 or 9 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made
pursuant to the terms of Section 8 or 9 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination and is
precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid,
binding, and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by
all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that
Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Company shall pay all Expenses actually and reasonably
incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate
proceedings).


11. Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any provision of the Articles or
By-laws, vote of stockholders or Disinterested Directors, provision of law, agreement, or otherwise.



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12. Expenses to Enforce Agreement. If Indemnitee is subject to or intervenes in any action, suit, or
proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce
Indemnitee's rights under, or to recover damages for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such
action, suit, or proceeding, shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses
actually and reasonably incurred by Indemnitee.


13. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall
continue during the period Indemnitee is a director, officer, employee, agent, or fiduciary of the Company or is serving at the request of the
Company as a director, officer, employee, agent, or fiduciary of any other entity (including, but not limited to, another corporation, partnership,
joint venture, or trust) and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was a director, officer,
employee, agent, or fiduciary of the Company or was serving at the request of the Company as a director, officer, employee, agent, or fiduciary
of any other entity (including, but not limited to, another corporation, partnership, joint venture, or trust). This Agreement shall be binding upon
all successors and assigns of the Company (including any transferee of all or substantially all of its 

assets and any successor by merger or operation of law) and shall inure to the benefit of the heirs, personal
representatives, and estate of Indemnitee.


14. Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding,
Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the
commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to Indemnitee.
Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Company:


(a) The Company shall be entitled to participate therein at its own expense; and


(b) Except as otherwise provided in this Section 14(b), to the extent that it may wish, the Company, jointly with any
other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice
from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this
Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise
provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such
counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the
employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be
a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not
within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the Proceeding, in each of which cases the fees and expenses of




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Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to
assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion
provided for in (ii) above; and


(c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company's written consent. The
Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to
Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed
settlement.




15. Advancement of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of
any Proceeding shall be paid by the Company at the request of Indemnitee. To receive payment of Expenses under this Agreement, Indemnitee
shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by Indemnitee
and shall include or be accompanied by an undertaking, by or on behalf of Indemnitee, to reimburse such amounts if it is ultimately determined,
after all appeals by a court of competent jurisdiction, that Indemnitee is not entitled to be indemnified against such Expenses by the Company
as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured. Each such
payment of Expenses shall be made within 20 calendar days after the receipt by the Company of such written request. Indemnitee's entitlement
to such Expenses shall include those incurred in connection with any action, suit, or proceeding by Indemnitee seeking a judgment in court or
an adjudication or award in arbitration pursuant to Section 10 of this Agreement (including the enforcement of this provision) to the extent the
court or arbitrator shall determine that Indemnitee is entitled to payment of Expenses hereunder.


16.Officer and Director Liability Insurance.  The Company hereby covenants that, so long as Indemnitee
shall continue to serve as an a director, officer, or key employee of the Company or a  Subsidiary and thereafter so long as Indemnitee shall be
subject to any possible proceeding by reason of the fact that Indemnitee was a director, officer, or employee of the Company or a  Subsidiary,
the Company shall obtain and maintain in full force and effect, at no expense to Indemnitee, directors' and officers' liability insurance which shall
cover and apply to  Indemnitee in a manner that would provide Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's or Subsidiary's (as the case may be) directors, if Indemnitee is a director; or of the Company's or Subsidiary's (as the
case may be) officers, if Indemnitee is not a director of the Company or a Subsidiary but is an officer; or of the Company's or Subsidiary's (as
the case may be) employees, if Indemnitee is not an officer or director but is an employee.


17. Separability; Prior Indemnification Agreements. If any provision or provisions of this Agreement shall
be held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions
of this Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid,
illegal, or unenforceable, that are not by themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and
(b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all


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portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be
construed so as to give effect to the intent of the parties that the Company provide protection to Indemnitee to the fullest enforceable extent.
This Agreement shall supersede and replace any prior indemnification agreements entered into by and between the Company and Indemnitee,
and any such prior agreements shall be terminated upon execution of this Agreement.


18. Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to
section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular, or plural as appropriate.


19. Definitions. For purposes of this Agreement:


(a)"Change in Control" means a change in control of the Company occurring after the date of this
Agreement of a nature that would be required to be reported in response to Item 5.01 of Current Report on Form 8-K (or in response to any
similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, whether or not the Company is then
subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall be deemed to have occurred if after
the date of this Agreement (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities without the
prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such
percentage, (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence
of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of
Directors thereafter, or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or nomination for election by the Company's stockholders was approved by
a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors.


(b) "Disinterested Director" means a director of the Company who is not or was not a party to the
Proceeding in respect of which indemnification is being sought by Indemnitee.


(c) "Expenses" includes, without limitation, expenses incurred in connection with the defense or
settlement of any investigation, action, suit, or other proceeding, including any judicial, administrative, investigative, legislative, or other
proceedings, and appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and
disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), and any




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expenses of establishing a right to indemnification or advancement under Sections 8, 10, 12, and 15 above but shall
not include the amount of judgments, penalties, fines, or amounts paid in settlement.


(d) "Independent Counsel" means a law firm or a member of a law firm that neither is presently nor in
the past five years has been retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this
Agreement.


(e) "Proceeding" includes any threatened, pending, or completed investigation, action, suit, or other
proceeding, whether brought in the name of the Company or otherwise, against Indemnitee, whether of a civil, criminal, administrative,
investigative, legislative, or other nature, including, but not limited to, actions, suits, or proceedings in which Indemnitee may be or may have
been involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the
Company, or is or was serving, at the request of the Company, as a director, officer, employee, agent, or fiduciary of any other entity, including,
but not limited to, another corporation, partnership, joint venture, or trust, or by reason of anything done or not done by Indemnitee in any such
capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.


(f) "Subsidiary," for purposes of this Agreement, means any corporation or limited liability company of
which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more
of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent, or fiduciary.  The term
"Subsidiary" expressly includes, but is not limited to, Seeds Genetics International Pty Ltd. and S&W Seed Australia Pty Ltd.,
each a Subsidiary of the Company organized under the laws of Australia.





20. Other Provisions.


(a) This Agreement shall be interpreted and enforced in accordance with the laws of California.


(b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against
whom enforceability is sought needs to be produced as evidence of the existence of this Agreement.


(c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is
an officer of the Company, and, if Indemnitee is an officer and/or employee of the Company, Indemnitee specifically acknowledges that Indemnitee may be




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discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may
be otherwise provided in a separate written contract between Indemnitee and the Company.


(d) Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and
instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents
as may be necessary for the Company to bring suit to enforce such rights.


(e) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by
both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.




IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.


COMPANY


S&W SEED COMPANY


By:  ________________________

                                                        Tile: _________________


INDEMNITEE


____________________________

                                                ____________________________

                                                ____________________________

                                                [Address]















   

   


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