Seed Purchase Agreement

SEED PURCHASE AGREEMENT

This Seed Purchase Agreement (the "Agreement") is made as of by and between Seller Name: whose principal place of business is (the "Company"), and Purchaser Name: whose address for notice is (the "Purchaser").

RECITALS

WHEREAS, the Company is engaged in the business of developing and selling agricultural seed varieties and controls certain seed varieties and related intellectual property used in the development, propagation and sale of seed; and

WHEREAS, the Purchaser desires to purchase and the Company desires to sell a specified quantity of seed units of the variety identified in this Agreement on the terms and conditions set forth herein;

WHEREAS, the parties intend that the sale of seed described herein shall be governed by the terms of this Agreement and that certain representations, warranties, covenants and indemnities be given to allocate risk between the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PURCHASE AND SALE

1.1 Sale. Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company, units of seed of the variety designated as (the "Seed"). The Seed shall conform to the specifications set forth in Schedule A attached hereto and incorporated by reference.

1.2 Use Restrictions. Purchaser acknowledges that the Seed is subject to proprietary rights and agrees not to reproduce, propagate, transfer, license, sell or otherwise exploit the Seed or any plant material produced therefrom except as expressly authorized in writing by the Company or as permitted under applicable plant variety rights. Breach of this Section shall entitle the Company to injunctive relief and damages.

2. PURCHASE PRICE AND PAYMENT

2.1 Purchase Price. The purchase price for the Seed shall be per unit, for an aggregate purchase price of (the "Purchase Price").

2.2 Payment. Purchaser shall pay the Purchase Price at the Closing (as defined below) by wire transfer, certified funds or other immediately available funds to the account designated by Company in writing no fewer than business days prior to Closing.

3. CLOSING

3.1 Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on or at such other date and time as the parties may agree in writing. At the Closing, the Company shall deliver the Seed shipment and associated certifications, and Purchaser shall deliver the Purchase Price in accordance with Section 2.2.

3.2 Delivery and Risk of Loss. Title to and risk of loss for the Seed shall pass to Purchaser upon delivery to the carrier at Company's facility. Company shall package and label the Seed and provide any required phytosanitary or customs documentation necessary for the shipment.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Purchaser as of the date hereof and as of the Closing that:

4.1 Organization and Authority. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

4.2 Title and Quality. To the Company's knowledge, the Seed delivered at Closing will conform to the specifications in Schedule A and will be free from any liens or encumbrances other than those disclosed in writing to Purchaser. The Company makes no warranty as to yield or performance in growing conditions outside those expressly described in Schedule A.

4.3 Compliance with Law. The Company has obtained all licenses and permits required for the sale and export (if applicable) of the Seed and is not in material violation of any law that would prevent the performance of its obligations under this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Company as of the date hereof and as of the Closing that:

5.1 Authority. Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance hereof have been duly authorized by all necessary action on the part of Purchaser.

5.2 Intended Use. Purchaser will use the Seed only in accordance with Section 1.2 and applicable law and will not knowingly introduce the Seed into any territory or for any use for which the Seed is restricted under law or contracts disclosed to Purchaser.

6. COVENANTS

6.1 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested by the other party to carry out the transactions contemplated by this Agreement.

6.2 Confidentiality. Purchaser and Company shall each keep confidential non-public information received from the other party relating to the Seed, proprietary breeding methods and pricing, and shall not disclose such information except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

7. INDEMNIFICATION

7.1 Indemnification by Company. The Company shall indemnify and hold Purchaser harmless from and against any and all losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of the Company's representations, warranties or covenants in this Agreement, except to the extent such losses result from Purchaser's misuse of the Seed.

7.2 Indemnification by Purchaser. Purchaser shall indemnify and hold the Company harmless from and against any and all losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Purchaser's breach of this Agreement, including any unauthorized sale, propagation or transfer of the Seed by Purchaser.

8. CONDITIONS TO CLOSING

8.1 Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) the Company shall have performed all covenants required to be performed prior to Closing, (b) the representations and warranties of the Company shall be true and correct in all material respects as of the Closing, and (c) there shall be no pending litigation or governmental action that prohibits the sale or delivery of the Seed.

8.2 Conditions to Obligations of Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) Purchaser shall have delivered the Purchase Price in accordance with Section 2.2, and (b) Purchaser's representations and warranties shall be true and correct in all material respects as of the Closing.

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9.2 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party. Notices shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or three business days after mailing by certified mail, return receipt requested.

9.3 Entire Agreement. This Agreement, together with the Schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

9.4 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by each of the parties hereto. No failure or delay by any party in exercising any right shall operate as a waiver of such right.

9.5 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

9.6 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

SCHEDULE A — SEED SPECIFICATIONS

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