10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period year ended December 31, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-34719

S&W SEED COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Nevada	27-1275784
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2101 Ken Pratt Blvd, Suite 201, Longmont, CO	80501
(Address of Principal Executive Offices)	(Zip Code)

(720) 506-9191

(Registrants Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	SANW	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The number of shares outstanding of common stock of the registrant as of February 10, 2022 was 38,907,716.

S&W SEED COMPANY

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements (Unaudited):	4
	Consolidated Balance Sheets at December 31, 2021 and June 30, 2021	4
	Consolidated Statements of Operations for the Three Months and Six Months Ended December 31, 2021 and 2020	5
	Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Six Months Ended December 31, 2021 and 2020	6
	Consolidated Statements of Stockholders’ Equity for the Three Months and Six Months Ended December 31, 2021 and 2020	7
	Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2021 and 2020	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
PART II.	OTHER INFORMATION	45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46

1

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to: statements concerning the potential effects of the COVID-19 pandemic on our business; any statements concerning projections of revenue, margins, expenses, tax provisions, earnings, cash flows and other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding our ability to raise capital in the future; any statements concerning expected development, performance or market acceptance relating to our products or services or our ability to expand our grower or customer bases or to diversify our product offerings; any statements regarding future economic conditions or performance; any statements of expectation or belief; any statements regarding our ability to retain key employees; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements on our current expectations about future events. Such forward-looking statements are subject to risks, uncertainties and other important factors, including certain assumptions, that, if they never materialize or they prove incorrect, could cause our actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Risks, uncertainties and assumptions include the following:

• the duration of the COVID-19 pandemic and the extent to which it continues to disrupt the local and global economies, as well as our business and the businesses of our customers, distributors and suppliers;

• changes in demand for our seed products, including DoubleTeam^TM, our non-GMO herbicide tolerant sorghum solution;

• whether we are able to develop and successfully launch additional trait technology products;

• whether we are successful in commercializing our current and future trait technology products, including DoubleTeam^TM;

• our plans for expansion of our business (including by expanding crop offerings and market share of existing offerings through acquisitions) and our ability to successfully integrate acquisitions into our operations;

• whether we continue to invest in research and development and whether such investment results in trait improvement across our crop categories;

• the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;

• whether we are able to maintain compliance with our current loan agreements or secure replacement loan financing;

• market trends and other factors affecting our financial condition or results of operations from period to period;

• the impact of crop disease, severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;

• the impact of pricing of other crops that may be influence what crops our growers elect to plant;

• whether we are successful in aligning expense levels to revenue changes;

• whether we are successful in monetizing our stevia business;

• the cost and other implications of pending or future legislation or court decisions and pending or future accounting pronouncements; and

• other risks that are described herein and in the section titled “Risk Factors” contained in Part I, Item A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, or the Annual Report, and that are otherwise described or updated from time to time in our filings with the Securities Exchange Commission.

You are urged to carefully review the disclosures made concerning risks and uncertainties that may affect our business or operating results, which include, among others, those described above.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Many factors discussed in this Quarterly Report on Form 10-Q, some of which are beyond our control, will be important in determining our future performance. Consequently, these statements are inherently uncertain and actual results may differ materially from those that might be anticipated from the forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Quarterly Report on Form 10-Q as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Furthermore, such forward-looking statements represent our views as of, and speak only as of, the date of this Quarterly Report on Form 10-Q, and such statements should not be read to indicate that we have conducted

2

an exhaustive inquiry into, or review of, all potentially available relevant information. We undertake no obligation to publicly update any forward-looking statements, or to update the reasons why actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

When used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “the Company,” “S&W” and “S&W Seed” refer to S&W Seed Company and its subsidiaries or, as the context may require, S&W Seed Company only. Our fiscal year ends on June 30, and accordingly, the terms “fiscal 2022,” “fiscal 2021,” and “fiscal 2020” in this Quarterly Report on Form 10-Q refer to the respective fiscal year ended June 30, 2022, 2021 and 2020, respectively, with corresponding meanings to any fiscal year reference beyond such dates. Trademarks, service marks and trade names of other companies appearing in this report are the property of their respective holders.

3

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

S&W SEED COMPANY

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

ASSETS	December 31, 2021			June 30, 2021
CURRENT ASSETS
Cash and cash equivalents	$	2,722,066		$	3,527,937
Accounts receivable, net		16,421,053			19,389,213
Inventories, net		67,700,645			63,395,256
Prepaid expenses and other current assets		1,361,838			1,555,530
TOTAL CURRENT ASSETS		88,205,602			87,867,936
Property, plant and equipment, net		17,677,729			17,740,974
Intangibles, net		35,671,019			37,130,942
Goodwill		1,599,649			1,651,634
Other assets		7,096,984			7,079,490
TOTAL ASSETS	$	150,250,983		$	151,470,976
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	16,727,229		$	15,947,918
Deferred revenue		5,888,138			385,328
Accrued expenses and other current liabilities		8,691,302			9,134,869
Current portion of working capital lines of credit, net		15,153,160			33,946,565
Current portion of long-term debt, net		8,508,018			1,681,166
TOTAL CURRENT LIABILITIES		54,967,847			61,095,846
Long-term working capital lines of credit, less current portion		22,344,308			—
Long-term debt, net, less current portion		4,854,778			11,590,500
Contingent consideration obligation		183,002			741,552
Other non-current liabilities		3,740,519			3,649,885
TOTAL LIABILITIES		86,090,454			77,077,783
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares    issued and outstanding		—			—
Common stock, $0.001 par value; 75,000,000 shares authorized;    38,914,660 issued and 38,889,660 outstanding at December 31, 2021;    36,772,983 issued and 36,747,983 outstanding at June 30, 2021;		38,915			36,773
Treasury stock, at cost, 25,000 shares		(134,196	)		(134,196	)
Additional paid-in capital		155,853,135			149,684,357
Accumulated deficit		(85,506,986	)		(69,311,909	)
Accumulated other comprehensive loss		(6,058,604	)		(5,850,826	)
Noncontrolling interests		(31,735	)		(31,006	)
TOTAL STOCKHOLDERS' EQUITY		64,160,529			74,393,193
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	150,250,983		$	151,470,976

See notes to consolidated financial statements.

4

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Revenue	$	12,631,409		$	15,051,331		$	28,163,090		$	28,906,717
Cost of revenue		10,971,045			13,013,171			23,376,057			25,087,625
Gross profit		1,660,364			2,038,160			4,787,033			3,819,092
Operating expenses
Selling, general and administrative expenses		7,091,093			5,920,286			12,678,727			10,605,030
Research and development expenses		2,110,413			2,109,303			4,105,541			4,125,989
Depreciation and amortization		1,373,653			1,411,890			2,704,698			2,789,978
Gain on disposal of property, plant and equipment		(17,773	)		(41,068	)		(35,840	)		(42,068	)
Total operating expenses		10,557,386			9,400,411			19,453,126			17,478,929
Loss from operations		(8,897,022	)		(7,362,251	)		(14,666,093	)		(13,659,837	)
Other expense
Foreign currency loss (gain)		258,482			(203,770	)		421,028			(104,553	)
Change in contingent consideration obligation		(466,376	)		330,699			(528,630	)		435,519
Interest expense - amortization of debt discount		221,196			257,523			413,391			367,660
Interest expense		613,465			606,059			1,131,950			1,178,342
Loss before income taxes		(9,523,789	)		(8,352,762	)		(16,103,832	)		(15,536,805	)
Provision for income taxes		257,776			42,480			91,974			44,312
Net loss	$	(9,781,565	)	$	(8,395,242	)	$	(16,195,806	)	$	(15,581,117	)
Net income (loss) attributed to noncontrolling interests		13,537			71,210			(729	)		58,095
Net loss attributable to S&W Seed Company	$	(9,795,102	)	$	(8,466,452	)	$	(16,195,077	)	$	(15,639,212	)
Net loss attributable to S&W Seed Company per common share:
Basic	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)
Diluted	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)
Weighted average number of common shares outstanding:
Basic		38,461,049			33,547,868			37,617,457			33,498,952
Diluted		38,461,049			33,547,868			37,617,457			33,498,952

See notes to consolidated financial statements.

5

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Net loss	$	(9,781,565	)	$	(8,395,242	)	$	(16,195,806	)	$	(15,581,117	)
Foreign currency translation adjustment, net of income taxes		253,349			257,128			(207,778	)		533,966
Comprehensive loss	$	(9,528,216	)	$	(8,138,114	)	$	(16,403,584	)	$	(15,047,151	)
Comprehensive income (loss) attributable to noncontrolling interests		13,537			71,210			(729	)		58,095
Comprehensive loss attributable to S&W Seed Company	$	(9,541,753	)	$	(8,209,324	)	$	(16,402,855	)	$	(15,105,246	)

See notes to consolidated financial statements.

6

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-In			Accumulated			Noncontrolling			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Interests			Loss			Equity
Balance, September 30, 2020		—		—		33,475,569	$	33,476		(25,000	)	$	(134,196	)	$	138,112,664		$	(57,313,702	)		(133,575	)	$	(5,834,586	)	$	74,730,081
Stock-based compensation -    options, restricted stock, and RSUs		—		—		—		—		—			—			561,216			—			—			—			561,216
Net issuance to settle RSUs		—		—		214,773		215		—			—			(30,633	)		—			—			—			(30,418	)
Proceeds from sale of common stock, net of fees and expenses		—		—		499,318		499		—			—			1,385,427			—			—			—			1,385,926
Other comprehensive income		—		—		—		—		—			—			—			—			—			257,128			257,128
Net income (loss)		—		—		—		—		—			—			—			(8,466,452	)		71,210			—			(8,395,242	)
Balance, December 31, 2020		—	$	—		34,189,660	$	34,190		(25,000	)	$	(134,196	)	$	140,028,674		$	(65,780,154	)	$	(62,365	)	$	(5,577,458	)	$	68,508,691
Balance, September 30, 2021		—	$	—		36,802,094	$	36,802		(25,000	)	$	(134,196	)	$	150,040,406		$	(75,711,884	)	$	(45,272	)	$	(6,311,953	)	$	67,873,903
Stock-based compensation -    options, restricted stock, and RSUs		—		—		—		—		—			—			1,014,203			—			—			—			1,014,203
Net issuance to settle RSUs		—		—		265,223		265		—			—			(117,838	)		—			—			—			(117,573	)
Proceeds from sale of common stock, net of fees and expenses		—		—		1,847,343		1,848		—			—			4,916,364			—			—			—			4,918,212
Other comprehensive income		—		—		—		—		—			—			—			—			—			253,349			253,349
Net income (loss)		—		—		—		—		—			—			—			(9,795,102	)		13,537			—			(9,781,565	)
Balance, December 31, 2021		—	$	—		38,914,660	$	38,915		(25,000	)	$	(134,196	)	$	155,853,135		$	(85,506,986	)	$	(31,735	)	$	(6,058,604	)	$	64,160,529
	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-In			Accumulated			Noncontrolling			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Interests			Loss			Equity
Balance, June 30, 2020		—		—		33,457,861	$	33,458		(25,000	)	$	(134,196	)	$	137,809,540		$	(50,140,942	)		(120,459	)	$	(6,111,424	)	$	81,335,977
Stock-based compensation -    options, restricted stock, and RSUs		—		—		—		—		—			—			881,625			—			—			—			881,625
Net issuance to settle RSUs		—		—		232,481		232		—			—			(47,918	)		—			—			—			(47,686	)
Proceeds from sale of common stock, net of fees and expenses		—		—		499,318		499		—			—			1,385,427			—			—			—			1,385,926
Other comprehensive income		—		—		—		—		—			—			—			—			—			533,966			533,966
Net income (loss)		—		—		—		—		—			—			—			(15,639,212	)		58,095			—			(15,581,117	)
Balance, December 31, 2020		—	$	—		34,189,660	$	34,190		(25,000	)	$	(134,196	)	$	140,028,674		$	(65,780,154	)	$	(62,365	)	$	(5,577,458	)	$	68,508,691
Balance, June 30, 2021		—	$	—		36,772,983	$	36,773		(25,000	)	$	(134,196	)	$	149,684,357		$	(69,311,909	)	$	(31,006	)	$	(5,850,826	)	$	74,393,193
Stock-based compensation -    options, restricted stock, and RSUs		—		—		—		—		—			—			1,408,515			—			—			—			1,408,515
Net issuance to settle RSUs		—		—		293,486		293		—			—			(158,581	)		—			—			—			(158,288	)
Proceeds from sale of common stock, net of fees and expenses		—		—		1,848,191		1,849		—			—			4,918,844			—			—			—			4,920,693
Other comprehensive loss		—		—		—		—		—			—			—			—			—			(207,778	)		(207,778	)
Net income (loss)		—		—		—		—		—			—			—			(16,195,077	)		(729	)		—			(16,195,806	)
Balance, December 31, 2021		—	$	—		38,914,660	$	38,915		(25,000	)	$	(134,196	)	$	155,853,135		$	(85,506,986	)	$	(31,735	)	$	(6,058,604	)	$	64,160,529

See notes to consolidated financial statements.

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S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended December 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(16,195,806	)	$	(15,581,117	)
Adjustments to reconcile net loss from operating activities to net
cash used in operating activities
Stock-based compensation		1,408,515			881,625
Change in allowance for doubtful accounts		221,163			(32,180	)
Inventory write-down		742,035			945,748
Depreciation and amortization		2,704,698			2,789,978
Gain on disposal of property, plant and equipment		(35,840	)		(42,068	)
Change in foreign exchange contracts		239,713			(489,504	)
Change in contingent consideration obligation		(528,630	)		435,519
Amortization of debt discount		413,391			367,660
Changes in:
Accounts receivable		2,513,639			6,774,943
Inventories		(5,741,778	)		(6,939,539	)
Prepaid expenses and other current assets		170,844			(28,889	)
Other non-current asset		(95,186	)		53,188
Accounts payable		1,131,032			5,004,596
Deferred revenue		5,504,147			721,595
Accrued expenses and other current liabilities		(505,240	)		(2,507,353	)
Other non-current liabilities		(12,521	)		(241,281	)
Net cash used in operating activities		(8,065,824	)		(7,887,079	)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(1,227,368	)		(346,980	)
Proceeds from disposal of property, plant and equipment		21,113			629,449
Net cash (used in) provided by investing activities		(1,206,255	)		282,469
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock		4,920,693			1,385,926
Taxes paid related to net share settlements of stock-based compensation awards		(158,288	)		(47,686	)
Borrowings and repayments on lines of credit, net		3,911,452			6,045,840
Borrowings of long-term debt		875,683			—
Debt issuance costs		(112,084	)		(92,727	)
Repayments of long-term debt		(737,843	)		(1,462,798	)
Net cash provided by financing activities		8,699,613			5,828,555
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(233,405	)		579,040
NET DECREASE IN CASH & CASH EQUIVALENTS		(805,871	)		(1,197,015	)
CASH AND CASH EQUIVALENTS, beginning of the period	$	3,527,937		$	4,123,094
CASH AND CASH EQUIVALENTS, end of period	$	2,722,066		$	2,926,079
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	1,133,113		$	1,328,818
Income taxes		50,942			105,699

See notes to consolidated financial statements.

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S&W SEED COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BACKGROUND AND ORGANIZATION

Organization

The Company began as S&W Seed Company, a general partnership, in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. The Company incorporated a corporation with the same name in Delaware in October 2009, which is the successor entity to Seed Holding, LLC, having purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company’s initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the general partnership’s original business. Seed Holding, LLC remains a consolidated subsidiary of the Company.

In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly-owned subsidiary, S&W Seed Company, a Nevada corporation.

In April 2013, the Company, together with its wholly-owned subsidiary, S&W Holdings Australia Pty Ltd, an Australia corporation (f/k/a S&W Seed Australia Pty Ltd), or S&W Holdings, consummated an acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation, or SGI, from SGI’s shareholders. In April 2018, SGI changed its name to S&W Seed Company Australia Pty Ltd, or S&W Australia.

In September 2018, the Company and AGT Foods Africa Proprietary Limited, or AGT, formed a venture based in South Africa named SeedVision Proprietary Limited, or SeedVision. SeedVision will leverage AGT's African-based production and processing facilities to produce S&W's hybrid sunflower, grain sorghum, and forage sorghum to be sold by SeedVision in the African continent, Middle East countries, and Europe.

As part of the Company’s 2018 acquisition of all the assets of Chromatin, Inc., the Company acquired 51.0% of Sorghum Solutions South Africa.

In February 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics Ltd., or Pasture Genetics, from Pasture Genetics’ sole shareholder.

Business Overview

Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural seeds. The Company owns seed cleaning and processing facilities, which are located in Nampa, Idaho, Dumas, Texas, New Deal, Texas, Keith, South Australia and Penfield, South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company began its stevia initiative in fiscal year 2010 and is currently focused on breeding improved varieties of stevia and developing marketing and distribution programs for its stevia products.

The Company has also been actively engaged in expansion initiatives through a combination of organic growth and strategic acquisitions.

The Company had a long-term distribution agreement with Pioneer Hi-Bred International, Inc., or Pioneer, now a subsidiary of Corteva Agriscience, Inc., which is jointly referred to as Corteva, regarding conventional (non-GMO) varieties, and a production agreement with Pioneer (relating to GMO-traited varieties). These agreements were terminated on May 20, 2019. See Note 4 for further discussion.

In May 2016, the Company acquired the assets and business of SV Genetics, a private Australian company specializing in the breeding and licensing of proprietary hybrid sorghum and sunflower seed germplasm, which represented the Company’s initial effort to diversify its product portfolio beyond alfalfa seed and stevia.

In October 2018, the Company acquired substantially all of the assets of Chromatin, Inc., a U.S.-based sorghum genetics and seed company, as part of the Company's efforts to expand its penetration into the hybrid sorghum market.

In August 2019, S&W Australia, a wholly owned subsidiary of S&W Seed Company, licensed certain wheat germplasm varieties and acquired certain equipment from affiliates of Corteva. In the transaction, S&W Australia paid a one-time license fee of $2.3 million and an equipment purchase price of $0.3 million. The license has an initial term of 15 years.

In February 2020, S&W Australia acquired Pasture Genetics, the third largest pasture seed company in Australia, as part of the Company’s efforts to diversify its product offerings and expand its distribution channels.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests.

The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision.

The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa.

Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements.  The Company recorded a combined $0.5 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of December 31, 2021. The Company recorded a combined $0.6 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of June 30, 2021.  

Unaudited Interim Financial Information

The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2022. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report, as filed with the SEC.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared.

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However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically.

Certain Risks and Concentrations

The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. Four customers accounted for 23% of its revenue for the three months ended December 31, 2021 and one customer accounted for 29% of its revenue for the three months ended December 31, 2020. Five customers accounted for 24% of its revenue for the six months ended December 31, 2021 and one customer accounted for 21% of its revenue for the six months ended December 31, 2020.

Two customers accounted for 22% of the Company’s accounts receivable at December 31, 2021. One customer accounted for 11% of the Company’s accounts receivable at June 30, 2021.

The Company sells a substantial portion of its products to international customers. Sales to international markets represented 81% and 55% of revenue during the three months ended December 31, 2021 and 2020, respectively. Sales to international markets represented 78% and 58% of revenue during the six months ended December 31, 2021 and 2020, respectively. The net book value of fixed assets located outside the United States was 23% and 19% of total fixed assets at December 31, 2021 and June 30, 2021, respectively. Cash balances located outside of the United States may not be insured and totaled $216,555 and $204,813 at December 31, 2021 and June 30, 2021, respectively.

The following table shows revenue from external sources by destination country:

	Three Months Ended December 31,								Six Months Ended December 31,
	2021				2020				2021				2020
United States	$	2,404,078	19	%	$	6,738,493	45	%	$	6,069,406	22	%	$	12,100,270	42	%
Australia		2,245,847	18	%		2,059,429	14	%		5,679,852	20	%		4,841,892	17	%
Saudi Arabia		1,680,546	13	%		860,282	6	%		5,147,756	18	%		2,059,192	7	%
Pakistan		2,067,507	16	%		1,183,752	8	%		2,231,561	8	%		1,183,667	4	%
Argentina		1,058,308	8	%		312,819	2	%		1,409,147	5	%		976,894	3	%
South Africa		914,552	7	%		187,960	1	%		1,378,781	5	%		412,960	1	%
Libya		44,000	0	%		—	0	%		1,088,000	4	%		484,645	2	%
Sudan		—	0	%		480,626	3	%		819,618	3	%		480,626	2	%
China		265,584	2	%		652,766	4	%		738,709	3	%		1,788,856	6	%
Canada		79,200	1	%		1,120	0	%		482,020	2	%		393,080	1	%
Other		1,871,787	16	%		2,574,084	17	%		3,118,240	10	%		4,184,635	15	%
Total	$	12,631,409	100	%	$	15,051,331	100	%	$	28,163,090	100	%	$	28,906,717	100	%

Liquidity and Covid-19 Pandemic

The Company is monitoring the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implemented measures designed to protect the health and safety of its employees while continuing its operations.  

The Company’s sales efforts historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In particular, the Company’s sales cycle is highly seasonal, and the majority of its sales season activities for the United States and Australia are typically concentrated between March and June of each year. If ongoing measures to protect against COVID-19 remain in effect throughout the 2022 sales season, the Company may experience similar negative impacts that it experienced during the 2020 and 2021 sales seasons.

Further, vaccine mandates may be enforced in jurisdictions in which our business operates. Although it is not possible to predict with certainty the impact of these measures on our business and workforce, these requirements may result in attrition, difficulty securing future labor needs, and may further disrupt the national supply chain, all of which could have a material adverse effect on our business, financial condition and results of operations.

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In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, or if the Company is unable to timely fulfill their orders, this would adversely affect the Company’s product revenue.

During the year ended June 30, 2021 and the three and six months ended December 31, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs.  The Company expects these logistical challenges to persist throughout fiscal 2022, which may, among other things, delay or reduce its ability to recognize revenue within a particular fiscal period and harm its results of operations.

Given the level of uncertainty regarding the duration and broader impact of the COVID-19 pandemic, the Company is unable to fully assess the extent of its impact on the Company’s operations.

The Company’s loan and security agreement with CIBC Bank USA, or CIBC, and the Company’s secured promissory note with Conterra Agriculture Capital, LLC, or Conterra, which mature on December 23, 2022 and November 30, 2022, respectively, contain various operating and financial covenants (See Note 8). The COVID-19 pandemic has increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the Company was not in compliance with certain of these covenants as of June 30, 2021 and was required to obtain waivers and/or amendments from CIBC and Conterra. As of December 31, 2021, the Company obtained a covenant waiver from CIBC, due to its CFO transition costs, to continue to be in compliance with the financial covenants under our loan agreement with CIBC. The CIBC loan agreement also requires the Company to maintain minimum liquidity of no less than $3,000,000 at all times. The Company believes it is uncertain it will be able to generate sufficient cash flow from operations or maintain sufficient liquidity to meet these covenants in future periods. Additionally, there can be no assurance that existing lenders will agree to refinance the CIBC and Conterra loan facilities, either through its existing lenders or potential new lenders. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company will need to raise additional capital or secure future waivers and/or amendments from its lenders or obtain financing from new lenders. There can be no assurance the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, or renewing or refinancing its existing debt or obtaining financing from new lenders. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets.              

International Operations

The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations.

Cost of Revenue

The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation.

Accounts Receivable

The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $288,831 and $57,582 at December 31, 2021 and June 30, 2021, respectively.

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Inventories

Inventories consist of seed and packaging materials.

Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities.

Inventory is periodically reviewed to determine if it is marketable, obsolete, or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage.  Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern.  Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents.  The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality.

Components of inventory are:

	December 31, 2021		June 30, 2021
Raw materials and supplies	$	2,258,083	$	2,722,832
Work in progress		14,496,925		6,662,006
Finished goods		50,945,637		54,010,418
	$	67,700,645	$	63,395,256

Property, Plant and Equipment

Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 2-20 years for machinery and equipment, and 2-5 years for vehicles. 

Intangible Assets

Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 26 years for technology/IP/germplasm, 20 years for customer relationships, 16 years for trade names, 18 years for license agreements and 18 years for other intangible assets.

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Goodwill

Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill.

The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 on its one reporting unit and determined that goodwill was not impaired. See Note 6 for further information.

Investment in Bioceres S.A.

The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina.  The carrying value of the investment is $1.3 million at December 31, 2021 and June 30, 2021, and the investment is included in Other Assets on the Consolidated Balance Sheet.

The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities beginning July 1, 2018.  As such, this investment is accounted for in accordance with ASC 321, Investments – Equity Securities. As the stock is not publicly traded, the Company has elected to account for its investment at cost, with adjustments to fair value when there are observable transactions that provide an indicator of fair value.  In addition, if qualitative factors indicate a potential impairment, fair value must be estimated, and the investment written down to that fair value if it is lower than the carrying value.  

No adjustments for impairment or observable transactions were made for the three months or six months ended December 31, 2021 or December 31, 2020.  

Research and Development Costs

The Company is engaged in ongoing research and development, or R&D, of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the three and six months ended December 31, 2021 and December 31, 2020 has been affected by the valuation allowance on the Company’s deferred tax assets.

Net Income (Loss) Per Common Share Data

Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. 

Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options and restricted stock awards. 

The treasury stock method is used for stock options and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator.

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The calculation of Basic and Diluted EPS is shown in the table below. 

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Numerator:
Net loss attributable to S&W Seed Company	$	(9,795,102	)	$	(8,466,452	)	$	(16,195,077	)	$	(15,639,212	)
Numerator for basic and diluted EPS		(9,795,102	)		(8,466,452	)		(16,195,077	)		(15,639,212	)
Denominator:
Denominator for basic EPS-weighted- average    shares		38,461,049			33,547,868			37,617,457			33,498,952
Effect of dilutive securities:
Employee stock options		—			—			—			—
Employee restricted stock units		—			—			—			—
Dilutive potential common shares		—			—			—			—
Denominator for diluted EPS - adjusted weighted    average shares and assumed conversions		38,461,049			33,547,868			37,617,457			33,498,952
Basic EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)
Diluted EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)

The effects of employee stock options and restricted stock units are excluded because they would be anti-dilutive due to the Company’s net loss for the three and six months ended December 31, 2021 and 2020.  

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 6 for impairment discussion.

Derivative Financial Instruments

Foreign Exchange Contracts

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts.

The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings.

Fair Value of Financial Instruments

The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows:

• Level 1. Observable inputs such as quoted prices in active markets;

• Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates.

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Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows:

	Fair Value Measurements as of December 31, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract asset	$	—	$	336,796	$	—
Contingent consideration obligations	$	—	$	—	$	183,002
Total	$	—	$	336,796	$	183,002

	Fair Value Measurements as of June 30, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract liability	$	—	$	96,466	$	—
Contingent consideration obligations	$	—	$	—	$	741,552
Total	$	—	$	96,466	$	741,552

Recently Adopted Accounting Pronouncements

The Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes effective July 1, 2020. This ASU is intended to simplify various aspects to accounting for income taxes by removing certain exceptions to the general principles of Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of this ASU had no impact on the Company’s consolidated financial statements and related disclosures. 

NOTE 3 - LEASES

S&W leases office and laboratory space, research plots and equipment used in connection with its operations under various operating and finance leases.

Right-of-use, or ROU, assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the net present value of the Company’s obligation to make payments arising from these leases. The lease liabilities are based on the present value of fixed lease payments over the lease term using the implicit lease interest rate or, when unknown, the Company's incremental borrowing rate on the lease commencement date or July 1, 2019 for leases that commenced prior to that date. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less, or short-term leases, are not recorded on the accompanying consolidated balance sheet.

The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component under the practical expedient provisions of the standard. The Company has lease agreements with terms less than one year. For the qualifying short-term leases, the Company elected the short-term lease recognition exemption in which the Company will not recognize ROU assets or lease liabilities, including the ROU assets or lease liabilities for existing short-term leases of those assets in upon adoption.

Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities.  Variable lease payments and short-term lease expenses were immaterial to the Company’s financial statements for the three and six months ended December 31, 2021. The Company’s lease agreements do not contain material restrictive covenants.

The components of lease assets and liabilities are as follows:

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Leases	Balance Sheet Classification	December 31, 2021
Assets:
Right of use assets - operating leases	Other assets	$	4,460,066
Right of use assets - finance leases	Other assets		2,323,133
Accumulated amortization - finance leases	Other assets		(1,194,418	)
Right of use assets - finance leases, net	Other assets		1,128,715
Total lease assets		$	5,588,781
Liabilities:
Current portion of long-term debt, net	Current portion of long-term debt, net		865,143
Current lease liabilities	Accrued expenses and other current liabilities		1,338,791
Long-term debt, net	Long-term debt, net		783,665
Long-term lease liabilities	Other long-term liabilities		3,524,463
Total lease liabilities		$	6,512,062

The components of lease cost are as follows:

Leases	Income Statement Classification	Three Months Ended December 31, 2021		Six Months Ended December 31, 2021
Operating lease cost	Cost of revenue	$	172,759	$	345,341
Operating lease cost	Selling, general and administrative expenses		81,481		163,524
Operating lease cost	Research and development expenses		108,158		230,438
Finance lease cost	Depreciation and amortization		163,815		347,077
Total lease costs		$	526,213	$	1,086,380

Maturities of lease liabilities as of December 31, 2021 are as follows:

	Operating Leases			Finance Leases
Remainder of 2022	$	908,679		$	475,062
2023		1,250,404			874,196
2024		1,147,436			295,238
2025		807,304			62,881
2026		720,727			23,577
After 2026		447,434			—
Total lease payments		5,281,984			1,730,954
Less: Interest		(418,730	)		(82,146	)
Present value of lease liabilities	$	4,863,254		$	1,648,808

The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of December 31, 2021:

Operating lease remaining lease term	4.4 years
Operating lease discount rate		4.16	%
Finance lease remaining lease term	1.9 years
Finance lease discount rate		5.11	%
Cash paid for operating leases	$	558,284
Cash paid for finance leases	$	719,092

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NOTE 4 – PIONEER RELATIONSHIP

Distribution and Production Agreements with Pioneer

In 2014, the Company purchased from Pioneer certain assets related to alfalfa and entered into a long-term contract to sell alfalfa seed to Pioneer under a production agreement (GMO varieties) and a distribution agreement (conventional varieties). Under the production and distribution agreements with Pioneer, the Company grew, processed, and delivered alfalfa seed for and to Pioneer.  See Note 5 for a discussion of the recognition of revenue under these agreements.  

On May 22, 2019, the Company and Pioneer terminated the production and distribution agreements.  As part of the termination, Pioneer’s parent company, Corteva, agreed to purchase from the Company certain quantities of seed held by the Company as of that date that Pioneer was not previously obligated to purchase.  Those quantities of seed were delivered to Corteva periodically through March 2021.  

The Company does not expect to sell any other products to Pioneer or Corteva beyond those quantities of seed.

License Agreement with Corteva

Contemporaneously with the terminations discussed above, the Company entered into a license agreement with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. The Company also assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties.  Corteva received no license to the Company's other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by the Company.

Payments Due from Corteva and Pioneer

The Company received payments of $45.0 million in fiscal 2019, $16.7 million in fiscal 2020, and $8.3 million in fiscal 2021, which totaled $70.0 million. Approximately $34.2 million of these amounts referenced above has been allocated to the license to the Company’s alfalfa varieties. The $34.2 million was reported as licensing revenue in the consolidated statement of operations for the fiscal year ended June 30, 2019.  

The remaining amounts were recognized as revenue as the seed was delivered to Corteva through March 2021.  The amount allocated to the seed represented the estimated standalone selling price of those quantities of seed, determined based on the Company’s normal profit margin on the quantities and varieties of seed that Corteva agreed to purchase.  The Company allocated approximately $1.8 million to an unbilled receivable related to revenue recognition at contract termination and the remainder of the payments was allocated to the license using a residual method approach. The unbilled receivable is $0 as of December 31, 2021 and June 30, 2021.

NOTE 5 - REVENUE RECOGNITION

The Company derives its revenue from 1) the sale of seed, 2) milling and packaging services 3) research and development services and 4) product licensing agreements.

The following table disaggregates the Company’s revenue by type of contract:

	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
Pioneer product sales	$	—	$	4,069,433	$	—	$	5,699,955
Other product sales		11,818,392		10,408,743		26,723,793		22,271,496
Services		813,017		573,155		1,439,297		935,266
	$	12,631,409	$	15,051,331	$	28,163,090	$	28,906,717

Pioneer Product Sales

In the three and six months ended December 31, 2020, Pioneer product sales consisted of product shipments to Pioneer under the termination agreement discussed in Note 4.

Other Product Sales

Revenue from other product sales is recognized at the point in time at which control of the product is transferred to the customer. Generally, this occurs upon shipment of the product. Pricing for such transactions is negotiated and determined at the time the

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contracts are signed. We have elected the practical expedient that allows us to account for shipping and handling activities as a fulfillment cost, and we accrue those costs when the related revenue is recognized.

The Company has certain contracts with customers that offer a limited right of return on certain branded products. The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for refund.  Returns are only accepted on product received by August 31^st of the current sales year.  The Company uses a historical returns percentage to estimate the refund liability and records a reduction of revenue in the period in which revenue is recognized.

Services

Revenue from milling, conditioning, and treating and packaging services, which are performed on the customer's product, is recognized as services are completed and the milled product is delivered to the customer.

Revenue from research and development services is recognized over time as the services are performed.

Payment Terms and Related Balance Sheet Accounts

Accounts receivable represent amounts that are payable to the Company by its customers subject only to the passage of time. Payment terms on invoices are generally 30 to 120 days for export customers and end of sales season (September 30^th) for branded products sold within the United States. As the period between the transfer of goods and/or services to the customer and receipt of payment is less than one year, the Company does not separately account for a financing component in its contracts with customers.

Unbilled receivables represent contract assets that arise when the Company has partially performed under a contract but is not yet able to invoice the customer until the Company has made additional progress. Unbilled receivables arose from the distribution and production agreements for which the Company recognized revenue over time, as the Company bills for these arrangements upon product delivery, while revenue was recognized, as described above, as costs were incurred. Unbilled receivables may arise as much as three months before billing is expected to occur. Unbilled receivables are generally expected to be generated in the first and second fiscal quarters, and to be billed in the second, third and fourth fiscal quarters.

Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the three months ended December 31, 2021, the Company recognized a net loss on amounts written off to bad debt expense of $124,135.  During the six months ended December 31, 2021, the Company recognized a net loss on amounts written off to bad debt expense of $221,163.

Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the six months ended December 31, 2021, the Company recognized $0.4 million of revenue that was included in the deferred balance as of June 30, 2021. During the six months ended December 31, 2020, the Company recognized $5.7 million of revenue that was included in the deferred balance as of June 30, 2020.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436, as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 on its one reporting unit and determined that goodwill was not impaired.

The following table summarizes the activity of goodwill for the six months ended December 31, 2021 and the year ended June 30, 2021, respectively.

	Balance at July 1, 2021		Additions		Impairment		Currency Translation Adjustment			Balance at December 31, 2021
Goodwill	$	1,651,634	$	—	$	—	$	(51,985	)	$	1,599,649

	Balance at July 1, 2020		Additions		Impairment		Currency Translation Adjustment		Balance at June 30, 2021
Goodwill	$	1,508,675	$	—	$	—	$	142,959	$	1,651,634

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Intangible assets consist of the following:

	Balance at July 1, 2021		Additions		Impairment		Amortization			Currency Translation Adjustment			Balance at December 31, 2021
Trade name	$	1,310,489	$	—	$	—	$	(101,876	)	$	(10,178	)	$	1,198,435
Customer relationships		6,302,591		—		—		(187,888	)		(170,599	)		5,944,104
Non-compete		5,058		—		—		(5,058	)		—			—
GI customer list		50,146		—		—		(3,582	)		—			46,564
Supply agreement		850,874		—		—		(37,817	)		—			813,057
Grower relationships		1,436,988		—		—		(52,702	)		—			1,384,286
Intellectual property		24,427,857		—		—		(696,600	)		—			23,731,257
License agreement		2,340,269		—		—		(86,725	)		(73,008	)		2,180,536
Internal use software		406,670		—		—		(33,890	)		—			372,780
	$	37,130,942	$	—	$	—	$	(1,206,138	)	$	(253,785	)	$	35,671,019

	Balance at July 1, 2020		Additions			Impairment		Amortization			Currency Translation Adjustment		Balance at June 30, 2021
Trade name	$	1,479,278	$	—		$	—	$	(206,311	)	$	37,522	$	1,310,489
Customer relationships		6,187,086		—			—		(376,431	)		491,936		6,302,591
Non-compete		21,312		—			—		(16,254	)		—		5,058
GI customer list		57,310		—			—		(7,164	)		—		50,146
Supply agreement		926,507		—					(75,633	)		—		850,874
Grower relationships		1,542,393		—			—		(105,405	)		—		1,436,988
Intellectual property		25,415,665		388,499			—		(1,376,307	)		—		24,427,857
In process research and development		380,000		(380,000	)		—		—			—		—
License agreement		2,300,059		—			—		(176,646	)		216,856		2,340,269
Internal use software		474,448		—			—		(67,778	)		—		406,670
	$	38,784,058	$	8,499		$	—	$	(2,407,929	)	$	746,314	$	37,130,942

Amortization expense totaled $601,649 and $599,068 for the three months ended December 31, 2021 and 2020, respectively. Amortization expense totaled $1,206,138 and $1,193,788 for the six months ended December 31, 2021 and 2020, respectively.

Estimated aggregate remaining amortization is as follows:

	2022		2023		2024		2025		2026		Thereafter
Amortization expense	$	1,170,033	$	2,359,400	$	2,336,865	$	2,325,315	$	2,238,898	$	25,240,508

NOTE 7 - PROPERTY, PLANT AND EQUIPMENT

Components of property, plant and equipment were as follows:

	December 31, 2021			June 30, 2021
Land and improvements	$	2,284,977		$	2,297,529
Buildings and improvements		8,171,925			8,196,593
Machinery and equipment		14,864,323			13,935,053
Vehicles		1,051,938			1,046,937
Leasehold improvements		552,810			552,810
Construction in progress		139,265			48,480
Total property, plant and equipment		27,065,238			26,077,402
Less: accumulated depreciation		(9,387,509	)		(8,336,428	)
Property, plant and equipment, net	$	17,677,729		$	17,740,974

Depreciation expense totaled $614,078 and $646,187 for the three months ended December 31, 2021 and 2020, respectively. Depreciation expense totaled $1,184,588 and $1,337,670 for the six months ended December 31, 2021 and 2020, respectively.

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NOTE 8 - DEBT

Total debt outstanding is presented on the consolidated balance sheet as follows:

	December 31, 2021			June 30, 2021
Current portion of working capital lines of credit
CIBC	$	13,784,913		$	14,500,000
National Australia Bank Limited		894,092			19,494,800
National Australia Bank Limited Overdraft Facility		886,281			617,471
Debt issuance costs		(412,126	)		(665,706	)
Total current portion of working capital lines of credit, net		15,153,160			33,946,565
Long-term portion of working capital lines of credit, less current portion
National Australia Bank Limited		22,344,308			—
Total long-term portion of working capital lines of credit		22,344,308			—
Total working capital lines of credit, net	$	37,497,468		$	33,946,565
Current portion of long-term debt
Finance lease	$	865,143		$	909,413
Debt issuance costs		(3,473	)	$	(5,077	)
Term loan - National Australia    Bank Limited		363,100			374,900
Machinery & equipment loans -    National Australia Bank Limited		274,229			165,802
Secured real estate note - Conterra		7,085,612			275,684
Debt issuance costs		(76,593	)		(39,556	)
Total current portion, net		8,508,018			1,681,166
Long-term debt, less current portion
Finance lease		783,665			1,108,709
Debt issuance costs		(518	)		(1,847	)
Term loan - National Australia    Bank Limited		2,904,800			2,999,200
Machinery & equipment loans -    National Australia Bank Limited		1,166,831			526,564
Secured real estate note - Conterra		—			6,974,356
Debt issuance costs		—			(16,482	)
Total long-term portion, net		4,854,778			11,590,500
Total debt, net	$	13,362,796		$	13,271,666

On December 26, 2019, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with CIBC, which originally provided for a $35.0 million credit facility, or the CIBC Credit Facility. The Loan Agreement was subsequently amended on September 22, 2020, December 30, 2020, May 12, 2021 and September 27, 2021. As amended, the Loan Agreement provides for a $25.0 million revolving credit facility.

The following is a summary of certain terms of the CIBC Credit Facility:

• Advances under the CIBC Credit Facility are to be used: (i) to finance the Company’s ongoing working capital requirements; and (ii) for general corporate purposes.

• All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022.

• The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves.

• Loans may be based on (i) a Base Rate plus 1.0% per annum or (ii) LIBOR Rate plus 3.0% per annum, with a 1.0% LIBOR floor (both as defined in the Loan Agreement), generally at the Company’s option. Pursuant to the September 27, 2021 amendment, the Loans will be based on Prime plus 2.0% per annum. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable.

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• The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ assets (subject to certain exceptions), including intellectual property.

• The Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate the Company’s outstanding obligations under the Credit Facility, all as set forth in the Loan Agreement and related documents. The CIBC Credit Facility also contains customary and usual financial covenants imposed by CIBC.

Pursuant to the September 2021 amendment to the Loan Agreement, CIBC waived noncompliance with the Company’s fixed charge coverage ratio as of June 30, 2021 and suspended the Company’s fixed charge coverage ratio financial covenants for the fiscal quarters ending September 30, 2021 and December 31, 2021 and replaced that financial covenant with a minimum EBITDA threshold tested quarterly for the quarters ending September 30, 2021 and December 31, 2021. Pursuant to the September 2021 amendment, the Company reverts back to its previous financial covenant to require that it maintain a fixed charge coverage ratio equal to or greater than (i) 1.00 to 1.00 for the quarter ending March 31, 2022 and (ii) 1.15 to 1.00 for each fiscal quarter thereafter. In addition, pursuant to the September 2021 amendment, the Company is required to maintain liquidity of no less than $3,000,000 at all times for the remainder of the term of the Loan Agreement. As of December 31, 2021, the Company obtained a covenant waiver from CIBC, due to our CFO transition costs, to continue to be in compliance with the financial covenants under the loan agreement with CIBC.  

As of December 31, 2021, there was approximately $2.2 million of unused availability on the CIBC Credit Facility.

In November 2017, the Company entered into a secured note financing transaction, or the Loan Transaction, with Conterra Agricultural Capital, LLC, or Conterra, for $12.5 million in gross proceeds. Pursuant to the Loan Transaction, the Company issued a secured real estate note to Conterra in the principal amount of $10.4 million, which bears interest of 7.75% per annum and is secured by a first priority security interest in the property, plant and fixtures located at the Company's Nampa, Idaho production facilities and its Nampa, Idaho research facilities. On December 24, 2019, the Company entered into an amendment to extend the note’s maturity date to November 30, 2022 and revise the amounts payable under the note. Pursuant to the December 2019 amendment, the Company agreed to make (i) a principal and interest payment of approximately $515,711 on January 1, 2020; (ii) five consecutive semi-annual principal and interest payments of approximately $454,185, beginning on July 1, 2020; and (iii) a one-time final payment of approximately $8,957,095 on November 30, 2022. The Company may prepay the Secured Real Estate Note, in whole or in part, at any time. In January 2021, the Company completed the sale of its Five Points facility which resulted in the Company making a one-time principal pay-down of $1,706,845 on the secured real estate note. The Company will also make three consecutive semi-annual principal and interest payments of approximately $388,045, beginning on July 1, 2021; and a one-time final payment of approximately $7,184,109 on November 30, 2022. The Company was in compliance with all debt covenants as of December 31, 2021.

On August 15, 2018, the Company completed a sale and leaseback transaction with American AgCredit involving certain equipment located at the Company's Five Points, California and Nampa, Idaho production facilities. Due to its terms, the sale and leaseback transaction was required to be accounted for as a financing arrangement. Accordingly, the proceeds received from American AgCredit were accounted for as proceeds from a debt financing. Under the terms of the transaction:

• The Company sold the equipment to American AgCredit for $2,106,395 million in proceeds. The proceeds were used to pay off in full a note (in the principal amount of $2,081,527, plus accrued interest of $24,868) held by Conterra Agricultural Capital, LLC, which had an interest rate of 9.5% per annum and was secured by, among other things, the equipment.

• The Company entered into a lease agreement with American AgCredit relating to the equipment. The lease agreement has a five-year term and provides for monthly lease payments of $40,023 (representing an annual interest rate of 5.6%). At the end of the lease term, the Company will repurchase the equipment for $1. During January 2021, the Company completed the sale of its Five Points facility which triggered the Company making a one-time principal pay down of $294,163 on the finance lease agreement.

Australian Facilities

At December 31, 2021, S&W Australia has debt facilities with National Australia Bank, or NAB, all of which are guaranteed by S&W Seed Company up to a maximum of AUD $15,000,000 (USD $10,983,000).

In June 2020, S&W Australia executed documentation to consolidate the Pasture Genetics debt facility with NAB into its debt facilities with NAB.  The documentation became effective in July 2020.

On November 11, 2021, S&W Australia amended its debt facilities with NAB pursuant to which: 

• the borrowing base line credit limit under the seasonal credit facility increased from AUD $26,000,000 (USD $18,722,600 at September 30, 2021), to AUD $32,000,000 (USD $23,238,400 at December 31, 2021);

• the overdraft credit limit under the seasonal credit facility decreased from AUD $3,000,000 (USD $2,160,300 at September 30, 2021) to AUD $2,000,000 (USD $1,452,400 at December 31, 2021) and will decrease to zero on June 30, 2022;

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• the credit limit under the master asset finance facility increased from AUD $2,000,000 (USD $1,440,200 at September 30, 2021) to AUD $3,000,000 (USD $2,178,600 at December 31, 2021); and

• the month in which annual principal repayments are required on the flexible rate loan was adjusted from November to May of each fiscal year.

After the amendment, the consolidated debt facilities with NAB provide for up to an aggregate of AUD $41,500,000 (USD $30,137,300) of credit as of December 31, 2021, and include the following:    

• S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an Overdraft Facility having a credit limit of AUD $2,000,000 (USD $1,452,400 at December 31, 2021) and (ii) a Borrowing Base Line having a credit limit of AUD $32,000,000 (USD $23,238,400 at December 31, 2021).  As of December 31, 2021, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 3.5% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of December 31, 2021, the Overdraft Facility accrued interest at approximately 5.47% per annum calculated daily. As of December 31, 2021, AUD $33,220,437 (USD $24,124,681) was outstanding under S&W Australia’s seasonal credit facility with NAB.  The seasonal credit facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. 

• S&W Australia has a flexible rate loan, or the Term Loan, in the amount of AUD $4,500,000 (USD $3,267,900 at December 31, 2021). Required annual principal payments of AUD $500,000 on the Term Loan commenced on November 30, 2020, with the remainder of any unpaid balance becoming due on March 31, 2025. As part of the amendment, the November 2021 repayment was deferred to May 2022, with the remaining repayments due in May of each year. Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%.  The Term Loan is secured by a lien on all the present and future rights, property, and undertakings of S&W Australia.

• S&W Australia finances certain equipment purchases under a master asset finance facility with NAB.  The master asset finance facility has various maturity dates through 2029 and have interest rates ranging from 2.86% to 4.29%.  The credit limit under the facility is AUD $3,000,000 (USD $2,178,600 at December 31, 2021). As of December 31, 2021, AUD $1,917,200 (USD $1,392,271) was outstanding under S&W Australia’s master asset finance facility.   

S&W Australia was in compliance with all debt covenants under the debt facilities with NAB at December 31, 2021.

The annual maturities of short-term and long-term debt are as follows:

Fiscal Year	Amount
Remaining in 2022	$	1,057,780
2023		8,439,509
2024		924,159
2025		2,451,485
2026		291,907
Thereafter		278,540
Total	$	13,443,380

NOTE 9 - FOREIGN CURRENCY CONTRACTS

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $13,810,450 at December 31, 2021, with maturities ranging from January to August 2022.

The Company records an asset or liability on the consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $336,796 at December 31, 2021 and foreign currency contract liabilities totaled $96,466 at June 30, 2021. The Company recorded a loss on foreign exchange contracts of $13,256 and a gain on foreign exchange contracts of $484,758, which is reflected in cost of revenue for the three months ended December 31, 2021 and 2020,

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respectively. The Company recorded a loss on foreign exchange contracts of $252,059 and a gain on foreign exchange contracts of $489,504, which is reflected in cost of revenue for the six months ended December 31, 2021 and 2020, respectively.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Contingencies

Based on information currently available, management is not aware of any other matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Legal Matters

The Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.  Any current litigation is considered immaterial and counter claims have been assessed as remote.

NOTE 11 - EQUITY-BASED COMPENSATION

Equity Incentive Plans

In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan, or as amended and/or restated from time to time, the 2009 Plan. The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. In September 2015 and December 2015, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 2,450,000 shares.

In December 2018 and January 2019, the Company's Board of Directors and stockholders, respectively, approved the 2019 Equity Incentive Plan, or the 2019 Plan, as a successor to and continuation of the 2009 Plan. In October 2020 and December 2020, the Company’s Board of Directors and stockholders approved, respectively, the amendment to the 2019 Plan to increase the number of shares available for issues as grants and awards by 4,000,000 shares. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan, as amended, will not exceed 8,243,790 shares, which is the sum of (i) 4,000,000 new shares, (ii) 2,750,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 350,343 shares (the number of unallocated shares that were available for grant under the 2009 Plan as of January 16, 2019, the effective date of the 2019 Plan), and (iv) 1,143,447 shares, which is the number of shares subject to outstanding stock awards granted under the 2009 Plan that on or after the effective date of the 2019 Plan may expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to us, or are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award.    

The term of incentive stock options granted under the Company’s equity incentive plans may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the Company’s equity incentive plans must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period.

The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants.

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Weighted average assumptions used in the Black-Scholes-Merton model are set forth below:

	December 31,
	2021			2020
Risk free rate	0.8% - 1.1%			0.2% - 0.3%
Dividend yield		0	%		0	%
Volatility	61.8% - 62.4%			52.1%
Average forfeiture assumptions	2.8%			2.3%

During the six months ended December 31, 2021, the Company granted options to purchase 944,725 shares of its common stock to certain of its Directors, members of the executive management team and other employees at exercise prices ranging from $2.64 - $3.39 per share. These options vest in either quarterly or annual periods over one to three years, and expire ten years from the date of grant.

A summary of stock option activity for the six months ended December 31, 2021 and the year ended June 30, 2021 is presented below:

	Number Outstanding			Weighted - Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2020		2,875,894		$	2.74		8.6	$	22,409
Granted		976,924			2.41		—		—
Exercised		(65,990	)		2.48		—		—
Canceled/forfeited/expired		(10,260	)		2.94		—		—
Outstanding at June 30, 2021		3,776,568			2.65		8.0		3,962,766
Granted		944,725			2.69		—		—
Exercised		(38,774	)		2.33		—		—
Canceled/forfeited/expired		(67,919	)		2.86		—		—
Outstanding at December 31, 2021		4,614,600			2.65		7.1		1,068,461
Options vested and exercisable at December 31, 2021		2,694,607			2.75		5.7		646,060
Options vested and expected to vest as of    December 31, 2021		4,607,611		$	2.65		7.1	$	1,067,301

The weighted average grant date fair value of options granted and outstanding at December 31, 2021 was $1.13. At December 31, 2021, the Company had $1,666,520 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 and 2019 Plans, which will be recognized over the weighted average remaining service period of 2.1 years. The Company settles employee stock option exercises with newly issued shares of common stock.

During the six months ended December 31, 2021, the Company issued 294,421 restricted stock units to its directors, certain members of the executive management team, and other employees. The restricted stock units have varying vesting periods ranging from immediate vesting to quarterly or annual installments over one to three-years. The fair value of the awards granted during the six months ended December 31, 2021 and 2020 totaled $829,780 and $714,368, respectively, and was based on the closing stock price on the date of grants.

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The Company recorded $648,232 and $454,904 of stock-based compensation expense associated with grants of restricted stock units during the six months ended December 31, 2021 and 2020, respectively. A summary of activity related to non-vested restricted stock units is presented below:

	Number of Nonvested Restricted Stock Units			Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (Years)
Nonvested restricted units outstanding at June 30, 2020		396,803		$	2.33		1.6
Granted		291,206			2.59		1.9
Vested		(326,439	)		2.36		—
Forfeited		—			—		—
Nonvested restricted units outstanding at June 30, 2021		361,570			2.51		1.3
Granted		294,421			2.82		2.9
Vested		(335,695	)		2.63		—
Forfeited		(7,036	)		2.35		—
Nonvested restricted units outstanding at December 31, 2021		313,260		$	2.67		1.6

At December 31, 2021, the Company had $752,646 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.5 years.

At December 31, 2021, there were 2,568,386 shares available under the 2019 Plan for future grants and awards.

Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the three months ended December 31, 2021 and 2020, totaled $1,014,203 and $561,216, respectively. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the six months ended December 31, 2021 and 2020, totaled $1,408,515 and $881,625, respectively.

NOTE 12 – EQUITY

On September 23, 2020, the Company entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B Riley, under which the Company may offer and sell from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $14 million through B. Riley as its sales agent. The Company agreed to pay B. Riley a commission of 3.5% of the gross proceeds of the sales price per share of any common stock sold through B. Riley under the ATM Agreement. For the year ended June 30, 2021, the Company received gross proceeds of approximately $10.9 million from the sale of 3,008,015 shares of its common stock pursuant to the ATM Agreement.

On September 27, 2021, the Company entered into an amendment to the At Market Issuance Sales Agreement, under which the aggregate offering price was increased from $14 million to $17.1 million. For the six months ended December 31, 2021, the Company received gross proceeds of approximately $2,586 from the sale of 848 shares of its common stock pursuant to the ATM Agreement.

On October 14, 2021, the Company entered into a Securities Purchase Agreement with MFP Partners, L.P., the Company’s largest stockholder, Starlight 4, LLLP, an entity affiliated with Mark W. Wong, the Company’s Chief Executive Officer and a member of its board of directors, and Alan D. Willits, Charles B. Seidler and Robert Straus, each a member of its board of directors, pursuant to which the Company sold and issued an aggregate of 1,847,343 shares of its common stock at a purchase price of $2.73 per share, for aggregate gross proceeds of approximately $5.0 million. Alexander C. Matina, a member of the Company’s board of directors, is Vice President of Investments of the general partner of MFP.

As of December 31, 2021, the Company had $6.2 million remaining under the ATM Agreement.

In December 2020, the Company’s shareholders approved the amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 50,000,000 shares to 75,000,000 shares.

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NOTE 13 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS

The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the six months ended December 31, 2021 and 2020, respectively.

	Six Months Ended December 31,
	2021			2020
Purchases of equipment classified as finance lease	$	(122,863	)	$	(454,146	)

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as referred to on page 2 of this Quarterly Report on Form 10-Q. Factors that could cause or contribute to these differences include those discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, particularly in Part I, Item 1A, “Risk Factors”.

Executive Overview

We are a global multi-crop, middle-market agricultural company. We are market leaders in the breeding, production and sale of alfalfa seed and sorghum seed. We also have a growing commercial market presence in sunflower, wheat and pasture seed and maintain an active stevia development program.

Our seed platform develops and supplies high quality germplasm designed to produce higher yields for farmers worldwide. We sell over 500 seed products in more than 40 countries. We maintain an active product pipeline and expect to introduce more than 20 new products during the 2022-2023 fiscal years.

Founded in 1980, we began our operations as a limited producer of non-dormant alfalfa seed varieties bred for warm climates and high-yields, including varieties that can thrive in poor, saline soils. Over the years we have built a diversified, global agricultural platform through a combination of organic growth and strategic acquisitions and collaborations, including:

• Our 2012 acquisition of Imperial Valley Seeds, Inc., which enabled us to expand production of non-GMO alfalfa seed into California's Imperial Valley, thereby ensuring a non-GMO uncontaminated source of alfalfa seed due to the prohibition on growing GMO crops in the Imperial Valley, as well as enabling us to diversify our production areas and distribution channels;

• Our 2012 acquisition of a portfolio of dormant alfalfa germplasm, which launched our entry into the dormant alfalfa market;

• Our 2013 acquisition of Seed Genetics International Pty Ltd (now S&W Seed Company Australia Pty Ltd, or S&W Australia), the leading producer of non-dormant alfalfa seed in South Australia, which made us the largest non-dormant alfalfa seed company in the world, with production capabilities in both hemispheres;

• Our 2014 acquisition of alfalfa production and research facility assets and conventional (non-GMO) alfalfa germplasm from Pioneer Hi-Bred International, Inc., or Pioneer (now a subsidiary of Corteva Agriscience, Inc., or Corteva), which substantially broadened and improved our dormant alfalfa germplasm portfolio and deepened our production, research and product development capabilities;

• Our 2016 acquisition of the business and assets of SV Genetics Pty Ltd, a developer of proprietary hybrid sorghum and sunflower seed germplasm, which expanded our crop focus into two areas which we believe have high global growth potential;

• Our 2018 acquisition of the assets of Chromatin, Inc. and related companies, which positioned us to become a global leader in the hybrid sorghum seed market and enhanced our distribution channels both internationally and within a U.S.-based farmer-dealer network;  

• Our 2018 joint venture with AGT Foods Africa Proprietary Limited and 2019 joint venture with Zaad Holdings Limited, both based in South Africa, each of which were formed to produce our hybrid sunflower, grain sorghum and forage sorghum seed in Africa for sale in Africa, the Middle East and Europe;

• Our 2019 license of commercialized and developmental wheat germplasm from Corteva, through which we entered the largest grain crop market in Australia;

• Our 2020 acquisition of Pasture Genetics Ltd., or Pasture Genetics, the third largest pasture seed company in Australia, which further diversified our product offerings in Australia and strengthened our Australian sales team and distribution relationships;

• Our 2020 collaboration with ADAMA Ltd., or ADAMA, a subsidiary of China National Chemical Engineering Co Ltd., or ChemChina, to bring to the U.S. sorghum market the DoubleTeam™ grassy weed management system, consisting of ADAMA’s proprietary herbicides and our non-GMO, herbicide tolerant sorghum hybrids; and

• Our 2020 licensing agreement with The Agricultural Alumni Seed Improvement Association, Inc., an affiliate of Purdue University in West Lafayette, IN, to develop and commercialize worldwide a non-GMO, dhurrin-free trait in sorghum species, which essentially eliminates potential livestock death from hydrogen cyanide poisoning when grazing sorghum.

In 2019, we restructured our relationship with Corteva, under which, among other things:

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• We received $45.0 million in fiscal 2019, $16.7 million in fiscal 2020, and approximately $8.3 million in fiscal 2021.

• Corteva received a fully pre-paid, exclusive license to produce and distribute certain of our alfalfa varieties world-wide (except South America). The licensed varieties include certain of our existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. Corteva received no license to our other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by us.

• We assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties.

• Our prior Distribution Agreement, related to conventional (non-GMO) alfalfa varieties, and Contract Alfalfa Production Services Agreement, related to GMO-traited alfalfa varieties, with Corteva both terminated.  Under the Distribution Agreement, Corteva was obligated to make minimum annual purchases from us.

As a result of the 2018 Chromatin acquisition, the 2019 restructuring of our relationship with Corteva, and our February 2020 acquisition of Pasture Genetics, we expect that our results of operations for fiscal 2022 and future periods will differ significantly from prior periods as the mix of our product portfolio rebalances away from a reliance on alfalfa sales (sales of alfalfa seed to Corteva totaled $14.2 million and $19.7 million during the year ended June 30, 2021 and 2020) to a more diverse product mix. We do not expect any other significant revenue from sales to Corteva in the future.

COVID-19 Update

We are monitoring the impact of the COVID-19 global pandemic on our business and have implemented measures designed to protect the health and safety of our workforce, including a voluntary work-from-home policy for employees who can perform their jobs offsite. We are continuing our activities and are taking precautionary measures to protect our employees working in our facilities.  

As the COVID-19 pandemic continues to affect the areas in which we operate, we believe the outbreak has and will continue to have a negative impact on our sales, operating results and financial condition. The extent of the impact of the COVID-19 pandemic on our sales, operating results and financial condition will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors, all of which are uncertain and cannot be predicted.

Our sales efforts historically involved significant in-person interaction with potential customers and distributors.  Throughout the COVID-19 pandemic, many national, state and local governments in our target markets implemented various stat-at-home, shelter-in-place and other quarantine measures in response to the COVID-19 pandemic.  As a result, we have shifted certain of our sales activities to video conferencing and similar customer interaction models. We continue to evaluate our sales approach, but we have found these alternative approaches to generally be less effective than in-person sales efforts.  In particular, our sales cycle is highly seasonal, and the majority of our sales season activities for the United States and Australia are typically concentrated between March and June each year. If ongoing measures designed to protect against COVID-19 remain in effect throughout the 2022 sales season, we may experience similar negative impacts that we experienced during the 2020 and 2021 sales seasons.

Further, vaccine mandates may be enforced in jurisdictions in which our business operates. Although it is not possible to predict with certainty the impact of these measures on our business and workforce, these requirements may result in attrition, difficulty securing future labor needs, and may further disrupt the national supply chain, all of which could have a material adverse effect on our business, financial condition and results of operations.

In addition, our product revenue is predicated on our ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in our distribution and supply channels, or concerns about our ability to timely fulfill their orders. If our customers delay or decrease their orders due to potential disruptions in our distribution and supply channels, this will adversely affect our product revenue.

During the year ended June 30, 2021 and the three and six months ended December 31, 2021, we experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall rising costs of shipping and transportation costs.  We expect these logistical challenges to persist throughout fiscal 2022, which may, among other things, delay or reduce our ability to recognize revenues within a particular fiscal period and harm our results of operations.

Given these uncertainties, at this time we cannot reasonably estimate the overall impact of the COVID-19 pandemic on our business, operating results and financial condition.

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Components of Our Statements of Operations Data

Revenue and Cost of Revenue

Product and Other Revenue

We derive most of our revenue from the sale of our proprietary seed varieties and hybrids. We expect that over the next several years, a substantial majority of our revenue will be generated from the sale of alfalfa, sorghum, and pasture seed, although we are continually assessing other possible product offerings or means to increase revenue, including expanding into other, higher margin crops.

The mix of our product offerings will continue to change over time with the introduction of new seed varieties and hybrids resulting from our robust research and development efforts, including our potential expansion into gene-edited products in future periods, and our strategic acquisitions.

Our revenue will fluctuate depending on the timing of orders from our customers and distributors. Because some of our large customers and distributors order in bulk only one or two times per year, our product revenue can fluctuate significantly from period to period. However, some of this fluctuation is offset by having operations in both the northern and southern hemispheres.

Our stevia breeding program has yet to generate any meaningful revenue. However, management continues to evaluate this portion of our business and assess various means to monetize the results of our effort to breed new, better-tasting stevia varieties. Such potential opportunities include possible licensing agreements and royalty-based agreements.

Cost of Revenue

Cost of revenue relates to sale of our seed products and consists of the cost of procuring seed, plant conditioning and packaging costs, direct labor and raw materials and overhead costs.

Operating Expenses

Research and Development Expenses

Research and development expenses consist of costs incurred in the discovery, development, breeding and testing of new products incorporating the traits we have specifically selected. These expenses consist primarily of employee salaries and benefits, consultant services, land leased for field trials, chemicals and supplies and other external expenses.

Overall, we have been focused on controlling research and development expenses, while balancing that objective against the recognition that continued advancement in product development is an important part of our strategic planning. We intend to focus our resources on high value activities. For alfalfa seed, we plan to invest in further development of differentiating forage quality traits. For sorghum, we plan to invest in higher value grain products, proprietary herbicide tolerance traits and improved safety and palatability in forage products. We expect our research and development expenses will fluctuate from period to period as a result of the timing of various research and development projects.

Our internal research and development costs are expensed as incurred, while third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or construed for research and development activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses consist primarily of employee costs, including salaries, employee benefits and share-based compensation, as well as professional service fees, insurance, marketing, travel and entertainment expense, public company expense and other overhead costs. We proactively take steps on an ongoing basis to control selling, general and administrative expense as much as is reasonably possible.

Depreciation and Amortization

We amortize intangible assets, including those acquired from Pasture Genetics in 2020, Chromatin in 2018 and from SV Genetics in May 2016, using the straight-line method over the estimated useful life of the asset, consisting of periods of 10-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 years for other intangible assets. Property,

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plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset, consisting of periods of 5-35 years for buildings, 2-20 years for machinery and equipment and 2-5 years for vehicles.

Other Expense

Other expense consists primarily of foreign currency gains and losses, change in contingent consideration obligation and interest expense in connection with amortization of debt discount. Interest expense primarily consists of interest costs related to outstanding borrowings on our working capital credit facilities and our financing with Conterra Agricultural Capital, LLC, or Conterra.

Provision (Benefit) for Income Taxes

Our effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to us in the various jurisdictions in which we operate. Under U.S. GAAP, if we determine that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, we recognize the benefit. Tax regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, our effective tax rate reflected in our consolidated financial statements is different from that reported in our tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on our tax return, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which we have already recorded the tax benefit in our consolidated statements of operations. In the fourth quarter of fiscal year 2017, we recorded a valuation allowance against all of our deferred tax assets. The full valuation allowance was recorded during the fiscal year 2017 as a result of changes to our operating results and future projections, resulting from a decline in export sales to Saudi Arabia. As a result, we do not believe that it is more likely than not that our deferred tax assets will be realized.

Results of Operations

Three Months Ended December 31, 2021 Compared to the Three Months Ended December 31, 2020

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Revenue and Cost of Revenue

Revenue for the three months ended December 31, 2021 was $12.6 million compared to $15.1 million for the three months ended December 31, 2020. The $2.5 million decrease in revenue for the three months ended December 31, 2021 was primarily due to the decrease in product revenue from Pioneer of $4.1 million offset by a $1.6 million increase in product revenue from an increase in alfalfa revenue in the Middle East, Argentina and South Africa and pasture products in Australia. During the three months ended December 31, 2021 we recorded no sales to Pioneer, compared to $4.1 million for the three months ended December 31, 2020.  

Core Revenue (which we define as total revenue, excluding product revenue attributable to Pioneer) for the three months ended December 31, 2021 was $12.6 million compared to Core Revenue for the three months ended December 31, 2020 of $11.0 million, representing an increase of $1.6 million or 15%. Due to the revised agreements with Pioneer in May 2019, we plan to provide Core Revenue as a metric to track performance of our business until product revenue attributable to our revised agreements with Pioneer is no longer reflected in comparisons between fiscal periods. The increase in Core Revenue for the three months ended December 31, 2021 can be attributed to $1.6 million from an increase in alfalfa revenue in the Middle East, Argentina and South Africa and pasture products in Australia.

Sales into international markets represented 81% and 55% of our total revenue during the three months ended December 31, 2021 and 2020, respectively. Domestic revenue accounted for 19% and 45% of our total revenue for the three months ended December 31, 2021 and 2020, respectively. The decrease in domestic revenue as a percentage of total revenue is primarily attributable to the termination of the Pioneer and Corteva agreement mentioned above.

The following table shows revenue from external sources by destination country:

	Three Months Ended December 31,
	2021				2020
United States	$	2,404,078	19	%	$	6,738,493	45	%
Australia		2,245,847	18	%		2,059,429	14	%
Saudi Arabia		1,680,546	13	%		860,282	6	%
Pakistan		2,067,507	16	%		1,183,752	8	%
Argentina		1,058,308	8	%		312,819	2	%
South Africa		914,552	7	%		187,960	1	%
Libya		44,000	0	%		—	0	%
Sudan		—	0	%		480,626	3	%
China		265,584	2	%		652,766	4	%
Canada		79,200	1	%		1,120	0	%
Other		1,871,787	16	%		2,574,084	17	%
Total	$	12,631,409	100	%	$	15,051,331	100	%

Cost of revenue of $11.0 million for the three months ended December 31, 2021 was equal to 86.9% of total revenue for the three months ended December 31, 2021, while the cost of revenue of $13.0 million for the three months ended December 31, 2020 was equal to 86.5% of total revenue for the three months ended December 31, 2020. Cost of revenue for the three months ended December 31, 2021 and 2020 included inventory write-downs of $0.4 million and $37,251, respectively. The write-down of inventory during the three months ended December 31, 2021 and 2020 related to certain inventory lots that deteriorated in quality and germination rates during the quarter.

Gross profit margin for the three months ended December 31, 2021 was 13.1% compared to 13.5% for the three months ended December 31, 2020. The decrease in gross margin for the three months ended December 31, 2021 is primarily driven by the increase in inventory write-downs, offset with higher margin alfalfa seed and pasture product sales. During the three months ended December 31, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall rising costs increases of shipping and transportation costs. The Company expects these logistical challenges to persist throughout the remainder of fiscal 2022.

Selling, General and Administrative Expenses

Selling, General and Administrative, or SG&A, expense for the three months ended December 31, 2021 totaled $7.1 million compared to $5.9 million for the three months ended December 31, 2020. The $1.2 million increase in SG&A expense versus the comparable period of the prior year was primarily due to $0.7 million of non-recurring severance and other costs associated with the change in our Chief Financial Officer as well as a $0.5 million increase in our stock-based compensation. As a percentage of revenue, SG&A

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expenses were 56.1% for the three months ended December 31, 2021, compared to 39.3% for the three months ended December 31, 2020.

Research and Development Expenses

Research and development expenses for the three months ended December 31, 2021 totaled $2.1 million compared to $2.1 million for the three months ended December 31, 2020. We expect that research and development costs will total approximately $8.0 million for the year ended June 30, 2022.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended December 31, 2021 was $1.4 million compared to $1.4 million for the three months ended December 31, 2020. Included in these amounts was amortization expense for intangible assets, which totaled $0.6 million for the three months ended December 31, 2021 and $0.6 million for the three months ended December 31, 2020.

Foreign Currency Loss

We recorded a foreign currency loss of $0.3 million for the three months ended December 31, 2021 compared to a gain of $0.2 million for the three months ended December 31, 2020. The foreign currency gains and losses are primarily associated with S&W Australia and S&W Hungary, our wholly-owned subsidiaries.

Change in Contingent Consideration Obligation

The contingent consideration obligation is considered a level 3 fair value financial instrument and will be measured at each reporting period. The $0.5 million gain to non-cash change in contingent consideration obligation for the quarter ended December 31, 2021 represents the decrease in the estimated fair value of the contingent consideration obligation associated with the February 2020 Pasture Genetics acquisition.

Interest Expense - Amortization of Debt Discount

Non-cash amortization of debt discount expense for the three months ended December 31, 2021 was $0.2 million compared to $0.3 million for the three months ended December 31, 2020. The expense in both periods represents the amortization of the debt issuance costs associated with our working capital facilities, our secured property note, and our equipment capital leases.

Interest Expense

Interest expense for the three months ended December 31, 2021 totaled $0.6 million compared to $0.6 million for the three months ended December 31, 2020. Interest expense for the three months ended December 31, 2021 and 2020 primarily consisted of interest incurred on the working capital credit facilities, the secured property loan entered into in November 2017, and equipment capital leases.

Provision for Income Taxes

Income tax expense totaled $0.3 million for the three months ended December 31, 2021 compared to income tax expense of $42,480 for the three months ended December 31, 2020. Our effective tax rate was (2.7)% for the three months ended December 31, 2021 compared to an effective tax rate of (0.5)% for the three months ended December 31, 2020. Our effective tax rate was relatively consistent period over period. Our effective tax rate for the three months ended December 31, 2021 was (2.7)% due to the valuation allowance recorded against substantially all of our deferred tax assets. Due to the valuation allowance, we do not record the income tax expense or benefit related to substantially all of our current year operating results, with the exception of our operations in Australia. Our effective tax rate for the current quarter is primarily due to this Australian tax expense and minor state taxes.

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Six Months Ended December 31, 2021 Compared to the Six Months Ended December 31, 2020

Revenue and Cost of Revenue

Revenue for the six months ended December 31, 2021 was $28.2 million compared to $28.9 million for the six months ended December 31, 2020. The $0.7 million decrease in revenue for the six months ended December 31, 2021 was primarily due to the $5.7 million decrease in product revenue received from Pioneer (subsidiary of Corteva), offset by a $5.0 million increase in core product revenue in alfalfa and pasture products. During the six months ended December 31, 2021 we recorded no sales to Pioneer, compared to $5.7 million for the six months ended December 31, 2020.  

Core Revenue (which we define as total revenue, excluding product revenue attributable to Pioneer) for the six months ended December 31, 2021 was $28.2 million compared to Core Revenue for the six months ended December 31, 2020 of $23.2 million, representing an increase of $5.0 million or 21.4%. Due to revised agreements with Pioneer in May 2019, S&W plans to provide Core Revenue as a metric to track performance of our business until product revenue attributable to our revised agreements with Pioneer is no longer reflected in comparisons between fiscal periods. The increase in Core Revenue for the six months ended December 31, 2021 can be attributed to an increase in alfalfa revenues in the Middle East, Argentina and the North and South Africa regions and pasture products in Australia.

Sales into international markets represented 78% and 58% of our total revenue during the six months ended December 31, 2021 and 2020, respectively. Domestic revenue accounted for 22% and 42% of our total revenue for the six months ended December 31, 2021 and 2020, respectively. The decrease in domestic revenue as a percentage of total revenue was primarily attributable to the termination of the Pioneer and Corteva agreement mentioned above.

The following table shows revenue from external sources by destination country:

	Six Months Ended December 31,
	2021				2020
United States	$	6,069,406	22	%	$	12,100,270	42	%
Australia		5,679,852	20	%		4,841,892	17	%
Saudi Arabia		5,147,756	18	%		2,059,192	7	%
Pakistan		2,231,561	8	%		1,183,667	4	%
Argentina		1,409,147	5	%		976,894	3	%
South Africa		1,378,781	5	%		412,960	1	%
Libya		1,088,000	4	%		484,645	2	%
Sudan		819,618	3	%		480,626	2	%
China		738,709	3	%		1,788,856	6	%
Canada		482,020	2	%		393,080	1	%
Other		3,118,240	10	%		4,184,635	15	%
Total	$	28,163,090	100	%	$	28,906,717	100	%

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Cost of revenue of $23.4 million for the six months ended December 31, 2021 was equal to 83.0% of total revenue for the six months ended December 31, 2021, while the cost of revenue of $25.1 million for the six months ended December 31, 2020 was equal to 86.8% of total revenue for the six months ended December 31, 2020. Cost of revenue for the six months ended December 31, 2021 and 2020 included inventory write-downs of $0.7 million and $0.9 million, respectively. The write-down of inventory during the six months ended December 31, 2021 and 2020, respectively, related to certain inventory lots that deteriorated in quality and germination rates during the period.

Total gross profit margin for the six months ended December 31, 2021 was 17.0% compared to 13.2% in the six months ended December 31, 2020. The increase in gross margin for the six months ended December 31, 2021 is primarily driven by the decrease in inventory write-downs, coupled with higher margin alfalfa seed and pasture product sales. During the six months ended December 31, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall rising costs increases of shipping and transportation costs. The Company expects these logistical challenges to persist throughout the remainder of fiscal 2022.

Selling, General and Administrative Expenses

SG&A expense for the six months ended December 31, 2021 totaled $12.7 million compared to $10.6 million for the six months ended December 31, 2020. The $2.1 million increase in SG&A expense versus the comparable period of the prior year was primarily due to a $0.6 million change in our incentive compensation accruals, $0.7 million incurred for the change in CFO during November 2021, $0.5 million increase in our stock-based compensation and a $0.3 million increase in other expenses including professional fees, travel, rent and salaries and wages. As a percentage of revenue, SG&A expenses were 45.0% for the six months ended December 31, 2021, compared to 36.7% for the six months ended December 31, 2020.

Research and Development Expenses

Research and development expenses for the six months ended December 31, 2021 totaled $4.1 million compared to $4.1 million for the six months ended December 31, 2020. We expect that research and development costs will total approximately $8.0 million for the year ended June 30, 2022.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended December 31, 2021 was $2.7 million compared to $2.8 million for the six months ended December 31, 2020. Included in these amounts was amortization expense for intangible assets, which totaled $1.2 million for the six months ended December 31, 2021 and $1.2 million for the six months ended December 31, 2020.

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Foreign Currency Loss

We recorded a foreign currency loss of $0.4 million for the six months ended December 31, 2021 compared to a gain of $0.1 million for the six months ended December 31, 2020. The foreign currency gains and losses are primarily associated with S&W Australia and S&W Hungary, our wholly-owned subsidiaries.

Change in Contingent Consideration Obligation

The contingent consideration obligation is considered a level 3 fair value financial instrument and will be measured at each reporting period. The $0.5 million benefit to non-cash change in contingent consideration obligation for the six months ended December 31, 2021 represents the decrease in the estimated fair value of the contingent consideration obligation associated with the February 2020 Pasture Genetics acquisition.

Interest Expense - Amortization of Debt Discount

Non-cash amortization of debt discount expense for the six months ended December 31, 2021 was $0.4 million compared to $0.4 million for the six months ended December 31, 2020. The expense in both periods represents the amortization of the debt issuance costs associated with our working capital facilities, our secured property note, and our equipment capital leases.

Interest Expense

Interest expense for the six months ended December 31, 2021 totaled $1.1 million compared to $1.2 million for the six months ended December 31, 2020. Interest expense for the six months ended December 31, 2021 and 2020 primarily consisted of interest incurred on the working capital credit facilities, the secured property loan entered into in November 2017, and equipment capital leases.

Provision for Income Taxes

Income tax expense totaled $0.1 million for the six months ended December 31, 2021 compared to income tax expense of $44,312 for the six months ended December 31, 2020. Our effective tax rate was (0.6)% for the six months ended December 31, 2021 compared to (0.3)% for the six months ended December 31, 2020. Our effective tax rate for the six months ended December 31, 2021 was (0.6)% due to the full valuation allowance established against our deferred tax assets which was recorded during the fourth quarter of fiscal year 2017. Due to the valuation allowance, we do not record the income tax expense or benefit related to substantially all of our current year operating results, with the exception of our operations in Australia. Our effective tax rate for the current quarter is primarily due to this Australian tax expense and minor state taxes.

Liquidity and Capital Resources

Our working capital and working capital requirements fluctuate from quarter to quarter depending on the phase of the growing and sales cycle that falls during a particular quarter. Our need for cash has historically been highest in the second and third fiscal quarters (October through March) because we historically have paid our North American contracted growers progressively, starting in the second fiscal quarter. In fiscal year 2021, we paid our North American growers approximately 50% of amounts due in the fall of 2020 and the balance was paid in the spring of 2021. This payment cycle to our growers was similar in fiscal year 2020, and we expect it to be similar for fiscal year 2022.  S&W Australia and Pasture Genetics, our Australia-based subsidiaries, have production cycles that are counter-cyclical to North America; however, this also puts a greater demand on our working capital and working capital requirements during the second, third and fourth fiscal quarters based on timing of payments to growers in the second through fourth quarters.

Historically, due to the concentration of sales to certain distributors, our month-to-month and quarter-to-quarter sales and associated cash receipts are highly dependent upon the timing of deliveries to and payments from these distributors, which varies significantly from year to year.

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We continuously monitor and evaluate our credit policies with all of our customers based on historical collection experience, current economic and market conditions and a review of the current status of the respective trade accounts receivable balance. Our principal working capital components include cash and cash equivalents, accounts receivable, inventory, prepaid expense and other current assets, accounts payable and our working capital lines of credit.

In addition to funding our business with cash from operations, we have historically relied upon occasional sales of our debt and equity securities and credit facilities from financial institutions, both in the United States and South Australia.

Capital Resources and Requirements

We are not profitable and have had negative cash flow from operations for the last several years. To help fund our operations, we have relied on equity and debt financings, and we will need to obtain additional funding to finance our operations in the future. Accordingly, we are actively evaluating financing and strategic alternatives, including debt and equity financings and potential sales of assets or certain lines of business.

Our loan and security agreement with CIBC and our secured promissory note with Conterra contain various operating and financial covenants, and the COVID-19 pandemic has increased the risk of our inability to comply with these covenants, which could result in acceleration of our repayment obligations and foreclosure on our pledged assets. In addition, these loan agreements contain cross-default provisions, such that certain defaults or breaches under any of our loan agreements may entitle CIBC or Conterra to invoke default remedies. As of June 30, 2021, we were not in compliance with certain of these covenants and we were required to obtain waivers and/or amendments from CIBC and Conterra. As of December 31, 2021, we obtained a covenant waiver from CIBC, due to our CFO transition costs, to continue to be in compliance with the financial covenants under our loan agreement with CIBC. We believe it is uncertain we will be able to generate sufficient cash flow from operations or maintain sufficient liquidity to meet these covenants in future periods. These factors raise substantial doubt regarding our ability to continue as a going concern. If we are unable to meet these covenants, we will need to raise additional capital or secure future waivers and/or amendments from our lenders. This may include, for example, the need to finance our cash needs through a combination of equity and debt financings, as well as potentially entering into collaborations, strategic alliances and licensing arrangements, selling certain assets or divesting certain operations.

Our future liquidity and capital requirements will be influenced by numerous factors, including:

• the maturity and repayment of our debt;

• the extent and sustainability of future operating income;

• the level and timing of future sales and expenditures;

• timing for when we are able to recognize revenue;

• working capital required to support our growth;

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• investment capital for plant and equipment;

• investment in our sales and marketing programs;

• investment capital for potential acquisitions;

• our ability to renew and/or refinance our debt on acceptable terms;

• competition;

• market developments; and

• developments related to the COVID-19 pandemic.

We cannot assure you that we will be successful in refinancing our existing debt, raising additional capital, securing future waivers and/or amendments from CIBC, Conterra or our other lenders, or renewing or refinancing our existing debt. If we are unsuccessful in doing so, we may need to reduce the scope of our operations, repay amounts owing to our lenders or sell certain assets.  

If we are required or desire to raise additional capital in the future, such additional financing may not be available on favorable terms, or available at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest could be diluted and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends and may be secured by all or a portion of our assets, and may be on terms less favorable than our existing loans. If we fail to obtain additional capital as and when required, such failure could have a material impact on our business, results of operations and financial condition.

As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. It is possible that further deterioration in credit and financial markets and confidence in economic conditions will occur. If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. In addition, while we are currently in compliance with our loan agreements, the COVID-19 pandemic may compromise our ability to comply with the terms of our loan agreements and could result in an event of default. If an event of default were to occur, our lenders could accelerate our repayment obligations or enforce their other rights under our agreements with them. Any such default may also require us to seek additional or alternative financing, which may not be available on commercially reasonable terms or at all.

Below is a summary of our material sources of capital in recent periods:

Debt Financings

Loan and Security Agreement with CIBC

On December 26, 2019, we entered into a Loan and Security Agreement with CIBC, or the Loan Agreement, which we amended on September 22, 2020, December 30, 2020, May 12, 2021 and September 27, 2021. As amended, the Loan Agreement provides for a $25.0 million credit facility, or the CIBC Credit Facility. The key terms of the amended Loan Agreement include the following:

• Advances under the CIBC Credit Facility are to be used: (i) to finance our ongoing working capital requirements; and (ii) for general corporate purposes. We may also use a portion of the CIBC Credit Facility to finance permitted acquisitions and related costs.

• All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022.

• The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves. As of December 31, 2021, our available borrowing base was $2.2 million and $13,784,913 principal amount was outstanding under the Credit Facility. As of January 31, 2022, our available borrowing base was $1.3 million and $15,557,437 principal amount was outstanding under the Credit Facility.

• Loans may be based on (i) a Base Rate plus 1.0% per annum or (ii) LIBOR Rate plus 3.0% per annum (both as defined in the Loan Agreement), generally at our option. Pursuant to the September 27, 2021 amendment, the Loans will now be based on Prime plus 2.0% per annum. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable.

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• The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of our assets (subject to certain exceptions), including intellectual property.

• The Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate our outstanding obligations under the Credit Facility, all as set forth in the Loan Agreement and related documents. The CIBC Credit Facility also contains customary and usual financial covenants imposed by CIBC.

Pursuant to the September 2021 amendment to the Loan Agreement, CIBC waived noncompliance with our fixed charge coverage ratio as of June 30, 2021 and suspended our fixed charge coverage ratio financial covenants for the fiscal quarters ended September 30, 2021 and December 31, 2021 and replaced that financial covenant with the minimum EBITDA threshold tested quarterly for the quarters ending September 30, 2021 and December 31, 2021.  Pursuant to the September 2021 amendment, we revert back to our previous financial covenant to require that we maintain a fixed charge coverage ratio equal to or greater than (i) 1.00 to 1.00, beginning with the fiscal quarter ending March 31, 2022 and (ii) 1.15 to 1.00 for each fiscal quarter thereafter. In addition, pursuant to the September 2021 amendment, we are required to maintain liquidity of no less than $3,000,000 at all times for the remainder of the term of the Loan Agreement. As of December 31, 2021, we obtained a covenant waiver from CIBC, due to our CFO transition costs, to continue to be in compliance with the financial covenants under the loan agreement with CIBC.

We cannot guarantee that we will be able to comply with our covenants in the Loan Agreement in the future, or secure additional waivers if or when required. If we are unable to comply with or obtain a waiver of any noncompliance under the Loan Agreement, CIBC could declare an event of default or require us to further renegotiate the Loan Agreement on terms that may be significantly less favorable to us, or we may be required to seek additional or alternative financing. If we were to seek additional or alternative financing, any such financing may not be available to us on commercially reasonable terms or at all. Any declaration by CIBC of an event of default could significantly harm our liquidity, financial condition, operating results, business, and prospects and cause the price of our securities to decline.

We are actively engaging with potential lenders to refinance the Loan Agreement prior to its maturity on December 23, 2022. However, we cannot assure you that we will succeed in securing such refinancing on commercially reasonable terms, if at all, and whether such terms may be more restrictive than the provisions governing the Loan Agreement. In addition, we cannot assure you that we will not experience an event of default or be required to further renegotiate with, or see additional waivers from, CIBC, including on terms that may be significantly less favorable to us, before we are able to refinance the Loan Agreement, if ever.

Debt Facilities with National Australia Bank

At December 31, 2021, S&W Australia has debt facilities with National Australia Bank, or NAB, all of which are guaranteed by S&W Seed Company up to a maximum of AUD $15,000,000 (USD $10,983,000) and cross-guaranteed by S&W Australia.

In June 2020, S&W Australia executed documentation to consolidate the Pasture Genetics debt facility with NAB into its debt facilities with NAB. The documentation became effective in July 2020.

On November 11, 2021, S&W Australia amended its debt facility with NAB pursuant to which: 

• the borrowing base line credit limit under the seasonal credit facility increased from AUD $26,000,000 (USD $18,722,600 at September 30, 2021), to AUD $32,000,000 (USD $23,238,400 at December 31, 2021);

• the overdraft credit limit under the seasonal credit facility decreased from AUD $3,000,000 (USD $2,160,300 at September 30, 2021) to AUD $2,000,000 (USD $1,452,400 at December 31, 2021) and will decrease to zero on June 30, 2022;

• the credit limit under the master asset finance facility increased from AUD $2,000,000 (USD $1,440,200 at September 30, 2021) to AUD $3,000,000 (USD $2,178,600 at December 31, 2021); and

• the month in which annual principal repayments are required on the flexible rate loan was adjusted from November to May of each fiscal year.

After the amendment, the consolidated debt facilities with NAB provide for up to an aggregate of AUD $41,500,000 (USD $30,137,300) of credit as of December 31, 2020, and include the following:    

• S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an Overdraft Facility having a credit limit of AUD $2,000,000 (USD $1,452,400 at December 31, 2021) and (ii) a Borrowing Base Line having a credit limit of AUD $32,000,000 (USD $23,238,400 at December 31, 2021). The seasonal credit facility expires on March 31, 2022. As of December 31, 2021, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 3.5% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and

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is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of December 31, 2021, the Overdraft Facility accrued interest at approximately 5.47% per annum calculated daily. As of December 31, 2021, AUD $33,220,437 (USD $24,124,681) was outstanding under S&W Australia’s seasonal credit facility with NAB.  The seasonal credit facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. 

• S&W Australia has a flexible rate loan, or the Term Loan, in the amount of AUD $4,500,000 (USD $3,267,900 at December 31, 2021). Required annual principal payments of AUD $500,000 on the Term Loan commenced on November 30, 2020, with the remainder of any unpaid balance becoming due on March 31, 2025. As part of the amendment, the November 2021 repayment was deferred to May 2022, with the remaining repayments due in May of each year. Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%.  The Term Loan is secured by a lien on all the present and future rights, property, and undertakings of S&W Australia.

• S&W Australia finances certain equipment purchases under a master asset finance facility with NAB.  The master asset finance facility has various maturity dates through 2029 and have interest rates ranging from 2.86% to 4.29%.  The credit limit under the facility is AUD $3,000,000 (USD $2,178,600 at December 31, 2021). As of December 31, 2021, AUD $1,917,200 (USD $1,392,271) was outstanding under S&W Australia’s master asset finance facility.

S&W Australia was in compliance with all debt covenants under its debt facilities with NAB at December 31, 2021.

Secured Note with Conterra

In November 2017, we entered into a secured note financing transaction with Conterra for $12.5 million in gross proceeds. Pursuant to this transaction, we issued a secured real estate note to Conterra in the principal amount of $10.4 million, which bears interest of 7.75% per annum and is secured by a first priority security interest in the property, plant and fixtures located at our Nampa, Idaho production facilities and our Nampa, Idaho research facilities. We may prepay the secured note, in whole or in part, at any time. In January 2021, the Company completed the sale of its Five Points facility which resulted in the Company making a one-time principal pay-down of $1,706,845 on the secured real estate note. We are required to make our last semi-annual principal and interest payment of approximately $388,045, on July 1, 2022 and a one-time final payment of approximately $7,184,109 on November 30, 2022. We were in compliance with all debt covenants as of December 31, 2021. We are actively engaging with Conterra and potential lenders to refinance the Conterra note prior to the final payment under the Conterra note coming due. However, we cannot assure you that we will succeed in securing such refinancing on commercially reasonable terms, if at all, and whether such terms may be more restrictive than the provisions governing the Conterra note. In addition, we cannot assure you that we will not experience an event of default or be required to further renegotiate with, or see additional waivers from, Conterra, including on terms that may be significantly less favorable to us, before we are able to refinance the Conterra note, if ever.

Equity Issuances

On September 23, 2020 and as amended on September 27, 2021, we entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B Riley, under which we may offer and sell from time to time, at our sole discretion, shares of our common stock having an aggregate offering price of up to $17.1 million through B. Riley as our sales agent.  

For the year ended June 30, 2021, we received gross proceeds of approximately $10.9 million from the sale of 3,008,015 shares of our common stock pursuant to the ATM Agreement.  For the six months ended December 31, 2021, we received gross proceeds of approximately $2,586 from the sale of 848 shares of our common stock pursuant to the ATM Agreement.

As of December 31, 2021, the Company had $6.2 million remaining under the ATM Agreement.

On October 14, 2021, we entered into a Securities Purchase Agreement, or the Purchase Agreement, with the purchasers named therein, or the Purchasers, pursuant to which we agreed to sell and issue to the Purchasers an aggregate of 1,847,343 shares of our common stock, or the Shares, at a purchase price of $2.73 per share, for aggregate gross proceeds of approximately $5.0 million.  

The Purchasers included MFP Partners, L.P., our largest stockholder, Starlight 4, LLLP, an entity affiliated with Mark W. Wong, our Chief Executive Officer and a member of our board of directors, and Alan D. Willits, Charles B. Seidler and Robert Straus, each a member of our board of directors. Alexander C. Matina, a member of our board of directors, is Vice President of Investments of the general partner of MFP.

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Summary of Cash Flows

The following table shows a summary of our cash flows for the six months ended December 31, 2021 and 2020:

	Six Months Ended December 31,
	2021			2020
Cash flows from operating activities	$	(8,065,824	)	$	(7,887,079	)
Cash flows from investing activities		(1,206,255	)		282,469
Cash flows from financing activities		8,699,613			5,828,555
Effect of exchange rate changes on cash		(233,405	)		579,040
Net increase (decrease) in cash and cash equivalents		(805,871	)		(1,197,015	)
Cash and cash equivalents, beginning of period		3,527,937			4,123,094
Cash and cash equivalents, end of period	$	2,722,066		$	2,926,079

Operating Activities

For the six months ended December 31, 2021, operating activities used $8.1 million in cash. Net loss plus and minus the adjustments for non-cash items as detailed on the statement of cash flows used $11.0 million in cash, and changes in operating assets and liabilities as detailed on the statement of cash flows provided $3.0 million in cash. The increase in cash from changes in operating assets and liabilities was primarily driven by an increase in accounts payable of $1.1 million, a decrease in accounts receivable of $2.5 million, and an increase in deferred revenue from prepayment on end of season revenue of $5.5 million, partially offset by an increase in inventory of $5.7 million.

For the six months ended December 31, 2020, operating activities used $7.9 million in cash. Net loss plus and minus the adjustments for non-cash items as detailed on the statement of cash flows used $10.7 million in cash, and changes in operating assets and liabilities as detailed on the statement of cash flows provided $2.8 million in cash. The increase in cash from changes in operating assets and liabilities was primarily driven by an increase in accounts payable of $5.0 million, a decrease in accounts receivable of $6.9 million, partially offset by an increase in inventory of $6.9 million and decrease in accrued expenses and other current liabilities of $2.5 million.

Investing Activities

Investing activities during the six months ended December 31, 2021 used $1.2 million in cash. Additions to property, plant and equipment accounted for $1.2 million of the cash used in investing activities.

Investing activities during the six months ended December 31, 2020 provided $0.3 million in cash. Proceeds from the disposal of property, plant and equipment accounted for $0.6 million of the cash provided in investing activities. We also had additions to property, plant and equipment of $0.3 million.

Financing Activities

Financing activities during the six months ended December 31, 2021 provided $8.7 million in cash. During the six months ended December 31, 2021, we had net borrowings on the working capital lines of credit of $3.9 million, net proceeds from sale of common stock of $4.9 million, borrowings of long-term debt of $0.9 million and net repayments of long-term debt of $0.7 million.

Financing activities during the six months ended December 31, 2020 provided $5.8 million in cash. During the six months ended December 31, 2020, we had net borrowings on the working capital lines of credit of $6.0 million, net proceeds from sale of common stock of $1.4 million and net repayments of long-term debt of $1.5 million.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations, including our revenue and income from continuing operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the three and six months ended December 31, 2021.

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Critical Accounting Policies

The accounting policies and the use of accounting estimates are set forth in the footnotes to our consolidated financial statements.

In preparing our financial statements, we must select and apply various accounting policies. Our most significant policies are described in Note 2 – Summary of Significant Accounting Policies of the footnotes to the consolidated financial statements. In order to apply our accounting policies, we often need to make estimates based on judgments about future events. In making such estimates, we rely on historical experience, market and other conditions, and on assumptions that we believe to be reasonable. However, the estimation process is by its nature uncertain given that estimates depend on events over which we may not have control. If market and other conditions change from those that we anticipate, our results of operations, financial condition and changes in financial condition may be materially affected. In addition, if our assumptions change, we may need to revise our estimates, or to take other corrective actions, either of which may also have a material effect on our results of operations, financial condition or changes in financial condition. Members of our senior management have discussed the development and selection of our critical accounting estimates, and our disclosure regarding them, with the audit committee of our board of directors, and do so on a regular basis.

We believe that the following estimates have a higher degree of inherent uncertainty and require our most significant judgments. In addition, had we used estimates different from any of these, our results of operations, financial condition or changes in financial condition for the current period could have been materially different from those presented.

Goodwill

Goodwill is assessed annually for impairment or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit.  We adopted Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment, or ASU 2017-04, effective July 1, 2018. This standard eliminates Step 2 from the goodwill impairment test. Instead, we perform our annual or interim goodwill impairment test by comparing the fair value of our one reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

The goodwill balance at December 31, 2021 and June 30, 2021 relates to our February 2020 acquisition of Pasture Genetics. Upon completing the impairment test on our one reporting unit, there was no impairment for the year ended June 30, 2021.

Intangible Assets

All amortizable intangible assets are assessed for impairment whenever events indicate a possible loss. Such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the recorded value of the intangible asset, the carrying amount of the intangible is compared to its fair value, with an impairment loss recognized if the fair value is below carrying value. Fair values are typically estimated using discounted cash flow techniques. Significant changes in key assumptions about the business, market conditions and prospects for which the intangible asset is currently utilized or expected to be utilized could result in an impairment charge.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB Accounting Standards Codification Topic 718 Stock Compensation, which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant).

We account for equity instruments, including stock options issued to non-employees, in accordance with authoritative guidance for equity-based payments to non-employees (FASB ASC 505-50). Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest.

We utilize the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under share-based compensation plans. The Black-Scholes-Merton model requires us to estimate a variety of factors including, but not limited to, the expected term of the award, stock price volatility, dividend rate, risk-free interest rate. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The expected term used represents the weighted-average period that the stock options are expected to be outstanding. We have used the historical volatility for our stock for the expected volatility assumption required in the model, as it is more representative of future stock price trends. We use a risk-free interest rate that is based on the implied yield available on U.S. Treasury issued with an equivalent remaining term at the time of grant. We have not paid dividends in the past and currently do not plan to pay any dividends in the foreseeable future, and as such, dividend yield is assumed to be zero for the purposes of valuing the stock options granted. We evaluate the assumptions used to value stock

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awards on a quarterly basis. If factors change, and we employ different assumptions, share-based compensation expense may differ significantly from what we have recorded in the past. When there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense. To the extent that we grant additional equity securities to employees, our share-based compensation expense will be increased by the additional unearned compensation resulting from those additional grants.

Income Taxes

We regularly assess the likelihood that deferred tax assets will be recovered from future taxable income. To the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established or increased, an income tax charge is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. Changes in tax laws, statutory tax rates and estimates of our future taxable income levels could result in actual realization of the deferred tax assets being materially different from the amounts provided for in the consolidated financial statements. If the actual recovery amount of the deferred tax asset is less than anticipated, we would be required to write-off the remaining deferred tax asset and increase the tax provision, resulting in a reduction of earnings and stockholders’ equity.

Inventories

All inventories are accounted for on a lower of cost or net realizable value. Inventories consist of raw materials and finished goods. Depending on market conditions, the actual amount received on sale could differ from our estimated value of inventory. In order to determine the value of inventory at the balance sheet date, we evaluate a number of factors to determine the adequacy of provisions for inventory. The factors include the age of inventory, the amount of inventory held by type, future demand for products and the expected future selling price we expect to realize by selling the inventory. Our estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions. We perform a review of our inventory by product line on a quarterly basis.

During the six months ended December 31, 2021, we recognized a write-down of inventory in the amount of $0.7 million which is included in Cost of Revenue in the Consolidated Statement of Operations.  The write-down of inventory during the six months ended December 31, 2021 was primarily related to certain inventory lots that deteriorated in quality / germination rates during the quarter.

During the six months ended December 31, 2020, we recognized a write-down of inventory in the amount of $0.9 million which is included in Cost of Revenue in the Consolidated Statement of Operations.  The write-down of inventory during the six months ended December 31, 2020 was primarily related to certain inventory lots that deteriorated in quality / germination rates during the quarter.

Allowance for Doubtful Accounts 

We regularly assess the collectability of receivables and provide an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. Our estimates are judgmental in nature and are made at a point in time. Management believes the allowance for doubtful accounts is appropriate to cover anticipated losses in our accounts receivable under current conditions; however, unexpected, significant deterioration in any of the factors mentioned above or in general economic conditions could materially change these expectations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item of Form 10-Q.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a‑15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated,

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can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation that have significantly affected, or are reasonably likely to significantly affect, our internal control over financial reporting.

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Part II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a smaller reporting company, and, as such, we are not required to provide the information under this Item of Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

45

Item 6. Exhibits.

Exhibit No.	Description
3.1(1)	Registrant's Articles of Incorporation, as amended.
3.2(2)	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.
3.3(3)	Registrant's Second Amended and Restated Bylaws, together with Amendment One, Two and Three thereto.
4.1	Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2(4)	Form of Common Stock Certificate.
10.1	Finance Agreement by and between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd, dated October 14, 2021
10.2*	Employment Agreement by and between the Registrant and Elizabeth Horton, dated November 13, 2021.
10.3*	Separation and Consulting Agreement by and between the Registrant and Matthew Szot, dated November 14, 2021.
10.4(5)	Securities Purchase Agreement, dated October 14, 2021, by and among the Company and the Purchasers.
10.5(6)	Registration Rights Agreement, dated October 14, 2021, by and among the Company and the Purchasers.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed on February 11, 2021 (File No. 001-34719).

(2) Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on October 26, 2018 (File No. 001-34719).

(3) Incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Statement on Form 10-Q, filed on May 14, 2020 (File No. 001-34719).

(4) Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3, filed on August 4, 2017 (File No. 333-219726).

(5) Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed on November 12, 2021 (File No. 001-34719).

(6) Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed on November 12, 2021 (File No. 001-34719).

* Management contract or compensatory plan or arrangement.

46

** This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

47

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	S&W SEED COMPANY
Date: February 10, 2022	By:	/s/ Elizabeth Horton
		Elizabeth Horton
		Chief Financial Officer (On behalf of the registrant in her capacity as Principal Financial and Accounting Officer)

48

EX-10.1

Exhibit 10.1

	y•nab

FINANCE AGREEMENT

National Australia Bank Limited

and

S&W SEED COMPANY AUSTRALIA PTY LTD A.C.N. 061 114 814

DATED      14 October 2021

©NationalAustraliaBankLimited(ABN12004044937),Melbourne,Australia

This Finance Agreement is dated as shown on the front page and is made between

NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937 of Level 1,800 Bourke Street, Docklands, Victoria 3008 (NAB) and each person listed in the Key Information.

This Finance Agreement remains available for acceptance until 12 January 2022, at which time it will lapse.

FACILITIES IN THIS FINANCE AGREEMENT

•NAB makes the following facilities available on the terms set out in this document:

Facility 1:	Bank Guarantee Facility	$105,831
Facility 2:	Trade Refinance Facility	$32,000,000
Facility 3:	NAB Business Markets - Flexible Rate Loan	$4,500,000
Facility 4:	Farm Management Account Overdraft Facility	$2,000,000
Facility 5:	Farmer's Choice Package
Facility 6:	Revolving Lease Limit	$3,000,000
Facility 7:	NAB Corporate and Purchasing Card	$200,000

• This document has the following sections:

o the Facility Details (see page 4);

o Key Information (see page 16);

o Specific Facility Terms (see page 23); and

o General Conditions -  Finance Agreement (see page 55).

SIGNATURES

Executed on behalf of National Australia Bank Limited by its Attorney who holds the position of Level 2 Attorney under Power of Attorney dated 1 March 2007 in the presence of:

Signature of Witness	Signature of Attorney
	BEN VENDERKOP
	Senior Agribusiness Manager
Name of Witness (print)	Name of Attorney

Executed by S&W SEED CPMPANY AUSTRALIA
PTY LTD ACN 061 114814 in accordance with
Section 127 of the Corporations Act 2001
Signature of director	Signature of director/company secratary
Name of director (print)	Name of director/company secretary (print)

©   NationalAustraliaBankLimited 2

Executed by S&W HOLDINGS CPMPANY AUSTRALIA
PTY LTD ACN 162 715326 in accordance with
Section 127 of the Corporations Act 2001
Signature of director	Signature of director/company secratary
Name of director (print)	Name of director/company secretary (print)

Executed by PASTURE GENETICS PTY LTD ACN
074 290 252 in accordance with Section 127 of the
Corporations Act 2001
Signature of director	Signature of director/company secratary
Name of director (print)	Name of director/company secretary (print)

©   NationalAustraliaBankLimited 3

FACILITY DETAILS

FACILITY 1: BANK GUARANTEE FACILITY

FACILITY:	BANK GUARANTEE FACILITY Key aspects of this Facility include the following: •    NAB may unilaterally pay out a Bank Guarantee at any time whether or not it receives a demand from a Beneficiary. •    NAB may pay out a Bank Guarantee without making any enquiry and even if the Borrower disputes the validity of any demand. •    NAB may pay out a Bank Guarantee up to the Maximum Liability payable in one or more payments. These aspects are essential elements of the Facility and allow NAB to, among other things, manage the risk and cost of providing thi Facility and to ensure NAB-issued Bank Guarantees continue to be accepted in the market.
Borrower:	S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814
Facility Limit:	$105,831
Purpose:	To enable the issuance of rental guarantees. Financial accommodation provided under this Facility is, or must be, applied for business purposes.
Expiry Date:	30 September 2022
Review Date:	NAB may review pricing in accordance with clause 14 (Review) of the General Terms.
Review Fee:	$0
Issuing Fee:	.1.2% Calculated on the face value of each Bank Guarantee payable on issue, subject to a minimum fee of $125 for each Bank Guarantee.
Service Fee:	2.4% Calculated on the face value of each Bank Guarantee per year. Payable in arrears, on a pro-rata basis, half yearly from the date a Bank Guarantee is issued and on the cancellation of the Bank Guarantee and the Termination Date and subject to a minimum fee of$125per Bank Guarantee for each payment.
Nominated Account:	To be advised. For the purposes of debiting and crediting amounts in relation to this Facility under this document.
Other Conditions:	The General Terms and Bank Guarantee Facility Specific Conditions apply to this Facility.

©   NationalAustraliaBankLimited 4

FACILITY 2: TRADE REFINANCE FACILITY

FACILITY:	TRADE REFINANCE FACILITY
Borrower:	S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814
Facility Limit:	$32,000,000
Purpose:	To provide a revolving facility for trade refinance requirements in Australian dollars on fixed term periods of up to 30 days. Credit or financial accommodation provided under this Facility is, or must be, applied for business purposes.
Expiry Date:	30 September 2023
Review Date:	NAB may review pricing in accordance with clause 14 (Review) of the General Terms.
Term of Drawing:	The Borrower can determine the term of each Drawing which may be for a period of up to 180 days or any other period that NAB at its discretion may approve.
Interest Rate (foreign currency):	The interest rate for a Drawing denominated in a foreign currency is fixed at the time of that Drawing and will be: Foreign Currency Fixed Lending Rate plus a customer margin of 1.5% p.a.. Foreign Currency Fixed Lending Rate means the Foreign Currency Fixed Lending Rate quoted by NAB at the time of that Drawing.
Interest Rate (Dollar):	The interest rate for a Drawing denominated in Dollars is fixed at the time of that Drawing and will be: Floating Rate plus a customer margin of 1.5% p.a..
Floating Rate:	NAB's Australian Trade Refinance (ATR) Rate As quoted by NAB at the start of each Interest Period.
Payment of interest:	Interest is calculated daily. It is payable in arrears on the last day of the term of a Drawing and if the last day of the term of a Drawing is not a Banking Day, on the last Banking Day of the term. Interest is also payable on the Termination Date.
Facility Fee:	1.500% per annum of the Facility Limit calculated on a 365 day basis payable in advance. The first such fee will be payable on a pro-rata basis, on the date of this agreement, with subsequent fees being payable in full on the last Business Day of each quarter and upon the cancellation of the facility.
Other Fees and Charges:	NAB's standard fees and charges from time to time will apply to all transactions under this Facility. Refer to the Fees Guide.
Nominated Account:	To be advised.

©   NationalAustraliaBankLimited 5

	For the purposes of debiting and crediting amounts in relation to this Facility under this document.
Other Conditions:	The General Terms, the Global Trade Finance Specific Conditions and the terms and conditions set out in any additional documents relating to Trade Finance required by NAB's normal practice apply to this Facility. Borrowing Base Annexure to the Global Trade Finance Specific Conditions applies to this Facility.
Default Interest Rate:	Calculated at NAB's Base Indicator Rate plus a customer margin of 1.5% p.a. plus a default margin of 1% p.a..

©   NationalAustraliaBankLimited 6

FACILITY 3: NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN

FACILITY:	NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN
Borrower:	S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061114 814
Facility Limit:	$4,500,000
Loan Account:	085005 733334200
Purpose:	To assist with the purchase of Pasture Genetics PL. Credit provided under this Facility is, or must be, applied for approved business purposes or investment purposes.
Expiry Date:	31 May 2026
Review Date:	NAB may review pricing in accordance with clause 14 (Review) of the General Terms.
Pricing Period:	The Borrower can determine the Pricing Period which may be for a period of 30, 60, 90 or 180 days or any other period that NAB at its discretion may approve.
Interest Rate:	The interest rate for each Pricing Period is the weighted average of the interest rates applicable to each of the Business Markets Facility components (being the Fixed Amount, the Flexible Maturity Fixed Amount, the Cap Amount and/or the Floating Amount) for that Pricing Period. For more information see the NAB Business Markets Facility Specific Conditions.
Limit allocation:	Floating Amount:	$4,500,000
	Fixed Amount:	To be advised
	Cap Amount:	To be advised
	Flexible Maturity Fixed Amount:	To be advised
Floating Rate:	The Floating Rate for a Pricing Period is the Business Lending Rate plus the Customer Margin.
Business Lending Rate:	1.98% p.a. (indicative) - see the NAB Business Markets Rate Facility Specific Conditions.
Customer Margin:	2.6% p.a.
Fixed Rate:	As advised by NAB in writing See the NAB Business Markets Facility Specific Conditions.
Cap Rate:	As advised by NAB in writing See the NAB Business Markets Facility Specific Conditions.

©   NationalAustraliaBankLimited 7

Flexible Maturity Fixed Rate:	As advised by NAB in writing See the NAB Business Markets Facility Specific Conditions.
Cap Rate Premium:	$0
Review Fee:	$0
Service Fee:	Not applicable
Amortisation:	The Facility Limit will automatically reduce by $500,000 per year, commencing 31 May 2022.
Nominated Account:	To be advised. For the purposes of debiting and crediting amounts in relation to this Facility under this document.
Other Conditions:	The General Terms and NAB Business Markets Facility Specific Conditions apply to this Facility.
Default Interest Rate:	Calculated at NAB's Base Indicator Rate plus the Customer Margin plus a default margin of.1% p.a..

©   NationalAustraliaBankLimited 8

FACILITY 4: FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY

FACILITY:	FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY Key aspects of this Facility include the following: •    The Facility is fluctuating in nature and it is expected that the linked transaction account will regularly fluctuate between debit and credit balances. To•help ensure this takes place, NAB may require that all, or an agreed part, of the Borrower's gross business income is credited to its linked transaction account. •    The Facility can be unilaterally terminated at any time on demand by NAB. •    NAB can unilaterally reduce the Facility Limit at any time. These aspects are essential elements of the Facility and allow NAB to, among other things, manage the risk and cost of providing this Facility.
Borrower:	S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814
Facility Limit:	$2,000,000 until 31 March 2022 then $1,000,000 until 30 June 2022 then $0. Drawings in excess of the Facility Limit may only be made with NAB's prior consent.
Loan Account:	085005 857726783
Purpose:	To cover financial requirements for the day to day operations of the Borrower. Credit provided under this Facility is, or must be, applied for business purposes.
Expiry Date:	30 September 2022
Review Date:	NAB may review pricing in accordance with clause 14 (Review) of the General Terms.
Interest Rate:	While part of the Farmer's Choice Package: NAB's Farmer's Choice Prime Indicator Rate plus a customer margin of 0% p.a.. While not part of the Farmer's Choice Package: NAB's Business Overdraft Prime Indicator Rate plus a customer margin of 0% p.a..
Service Fee:	Not applicable •
Facility Fee:	$0

©   NationalAustraliaBankLimited 9

	Payable annually each year.
Review Fee:	$0 Payable on each review of this Facility.
Nominated Account:	To be advised. For the purposes of debiting and crediting amounts in relation to this Facility under this document.
Other Conditions:	The General Terms and Overdraft Facility Specific Conditions apply to this Facility. The Farmer's Choice Package Specific Conditions apply to this Facility.
Default Interest Rate:	Calculated at NAB's Base Indicator Rate plus a customer margin of 0% p.a. plus a default margin of 1% p.a..

©   NationalAustraliaBankLimited 10

FACILITY 5: FARMER'S CHOICE PACKAGE

FACILITY:	FARMER'S CHOICE PACKAGE
Borrower:	S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061114 814
Transaction Account:	085005 857726783
Maximum Aggregate Borrowing Limit (MABL):	$4,500,000
Farmer's Choice Facilities:	The Farmer's Choice Package initially will include the following Facilities:
	Facility:	Facility3: NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN
	Please refer to the Details for each Facility specified above.
Expiry Date:	30 September 2022
MABL Reduction Option:	Option 4 - Long Term Repayment Option
Repayment Details:	Reducing limit: the Facility Limit will automatically reduce by $500,000 per year.
Annual Package Fee:	$800 See the Farmer's Choice Package Specific Conditions.
Other Concession or Benefit:	See the Farmer's Choice Package Specific Conditions.
Negotiated Fee Structure:	Not Applicable
Other Conditions:	The General Terms and the Farmer's Choice Package Specific Conditions apply to this Facility.

©   NationalAustraliaBankLimited 11

OTHER FACILITIES

Following are details of some Other Facilities provided by NAB to a Borrower. The terms and conditions of each Other Facility are set out in the Transactions Specific Document, if any, for the Other Facility, each other document referred to in the "Other Conditions" section of the Details and, subject to clause

1.5 (Inconsistency), this document.

FACILITY 6: REVOLVING LEASE LIMIT

FACILITY:	REVOLVING LEASE LIMIT
Borrower:	S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814
Facility Limit:	$3,000,000
Expiry Date:	30 September 2022
Other Conditions:	Master Asset Finance Agreement

FACILITY 7: NAB CORPORATE AND PURCHASING CARD

FACILITY:	NAB CORPORATE AND PURCHASING CARD
Borrower:	S&WSEED COMPANY AUSTRALIA PTY LTD ACN 061114 814
Facility Limit:	$200,000
Expiry Date:
Other Conditions:	NAB Corporate and Purchasing Card Facility Terms and Conditions and NAB Corporate and Purchasing Card Facility - Letter of Offer

©   NationalAustraliaBankLimited 12

OPTION TO EXTEND CERTAIN FACILITIES

The parties agree that if any of the following Facilities are specified in the Details, the Expiry Date for that Facility can be extended at the option of NAB:

oBank Guarantee Facility;

oNAB Business Overdraft Facility;

oDocumentary Letters of Credit;

oDocumentary Letters of Credit and / or Documents Surrendered;

oFarm Management Account Overdraft;

oForeign Currency Overdraft Account;

oNAB Commercial Card Facilities;

oOverseas Bills Purchased;

oSet Off - Gross Debt Limit;

oSet Off - Net Debt Limit;

oStandby Letters of Credit;

oTrade Refinance Facility;

oTrade Refinance Facility (with Borrowing Base annexure);

oRevolving Lease Limit / Master Asset Finance Facility;

oBPAY Batch Limit;

oTransaction Negotiation Facility;

oDirect Debit Facilities;

oNAB Connect;

oMerchant Facilities;

oNAB Invoice Finance;

oNAB Corporate Receivables Facility; and

oany other facility from time to time agreed to by NAB and the Borrower as a 12 Month Facility, (each a 12 Month Facility).

(a)      On or before the Expiry Date for a 12 Month Facility, NAB may by written notice to the Borrower cancel the Facility, in which case the Amount Owing will be repayable on a date being no less than 90 days after the Expiry Date (unless the Borrower is in Default, in which case the Amount Owing may be repayable on a date determined in accordance with this document).

(b)      If NAB has not given a notice in accordance with paragraph (a) the Expiry Date for a 12 Month

Facility will be extended for a further 90 days for the purposes of an annual review of the Facility.

©   NationalAustraliaBankLimited 13

(c)After the period set out in paragraph (b), NAB will either:

(i)        give notice to the Borrower that the Expiry Date will not be extended, in which case the Amount Owing will be repayable on a date being no less than 90 days after the date of such notice; or

(ii)        give notice to the Borrower that the Expiry Date will be extended for a further period not exceeding 90 days; or

(iii)        with or without notice to the Borrower, extend the Expiry Date for a further 9 month period on the same terms and conditions as this document and any other terms and conditions applicable to a 12 Month Facility, and notified by NAB from time to time.

The option to extend a 12 Month Facility subject to the terms of this document will only be available for four consecutive annual periods from the initial Expiry Date, such that the final Expiry Date cannot be a date more than 5 years from the initial Expiry Date.

The Borrower repeats the representations and warranties that are made, or taken to be repeated, in accordance with this document (as varied from time to time) as at each Expiry Date (other than the final Expiry Date for a 12 Month Facility) and further represents and warrants to NAB that no Default subsists.

If the Expiry Date does not fall on a Business Day, it will be the next Business Day.

The above provisions prevail to the extent of any inconsistency.

©   NationalAustraliaBankLimited 14

KEY INFORMATION

Item 1 (Obligors and Group)

1.1 Borrower(s)

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814

1.2 Cross-Guarantor(s)

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814 S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326

PASTURE GENETICS PTY LTD ACN 074 290 252

1.3 Security Provider(s)

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061114 814 PASTURE GENETICS PTY LTD ACN 074 290 252

S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326

1.4 Groups

Refer to definition of "Group" in clause 1.3 (Definitions)

Item 2 (Security Documents)

Name of Security Provider(s)	Security Documents to be provided	Facilities secured
S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814	Term Deposit Letter of Set-Off over NAB Term Deposit Number TBA for an amount of $105,831	Facility 1: BANK GUARANTEE FACILITY
S&W SEED COMPANY	First registered mortgage over	Facility 2: TRADE REFINANCE
AUSTRALIA PTY LTD ACN 061 114 814	property situ9ted at 4 & 5 Stirling Road, Keith SA 5267 more	FACILITY
	particularly described in	Facility 3: NAB BUSINESS
	Certificate of Title Volume 6186	MARKETS - FLEXIBLE RATE
	Folios 122 and 123.	LOAN
		Facility 4: FARM MANAGEMENT
		ACCOUNT OVERDRAFT
		FACILITY

©   NationalAustraliaBankLimited 15

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814	Guarantee and Indemnity for $15,000,000 (Australian Dollars) from S&W Seed Company.	Facility 2: TRADE REFINANCE FACILITY
		Facility 3: NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN
		Facility 4: FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY
S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814	Right of Entry from Southaust Holdings Pty Ltd ACN 067 860 806 c/o Moore Stephens (SA) Pty Ltd of Level 2, 180 Flinders St Adelaide SA 5000 over 14-16 Hakkinen Road, WINGFIELD SA 5013 CT 5681/62	Facility 2: TRADE REFINANCE FACILITY Facility 3: NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN
		Facility 4: FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY
S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061	Right of Entry from Firstly Northland (SA) Pty Ltd ACN 080	Facility 2: TRADE REFINANCE FACILITY
114 814	423 365 of 14-16 Hakkinen Road Wingfield SA 5013 & Secondly	Facility 3: NAB BUSINESS
	from Robert Damin & Ann Elizabeth Damin all c/o 14-16	MARKETS - FLEXIBLE RATE LOAN
	Hakkinen Road Wingfield CT
	5976/648, 6020/269 & 6020/270 (Penfield)	Facility 4: FARM MANAGEMENT ACCOUNT OVERDRAFT
		FACILITY
S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814	First priority General Security Agreement over all present and after-acquired property	Facility 2: TRADE REFINANCE FACILITY
		Facility 3: NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN
		Facility 4: FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY
PASTURE GENETICS PTY LTD ACN 074 290 252	First priority General Security Agreement over all present and after-acquired property	Facility 2: TRADE REFINANCE FACILITY
		Facility 3: NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN
		Facility 4: FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY

©   NationalAustraliaBankLimited 16

S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326	First priority General Security Agreement over all present and after-acquired property	Facility 2: TRADE REFINANCE FACILITY
		Facility 3: NAB BUSINESS MARKETS - FLEXIBLE RATE LOAN
		Facility 4: FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY

Item 3 (Material Documents)

Not applicable

Item 4 (Specified Documents and other conditions precedent) (clause 3.2(e) (Conditions Precedent)}

Specified Documents

Not applicable

Other Conditions Precedent

Not applicable

Item 5 (Mandatory Prepayment) (clause 5.2(b) (Prepayment))

Not applicable

Item 6 (Other Representations and Warranties) (clause 8.1(aa) (Representations and Warranties))

Not applicable

Item 7 (Financial Statements and other documents) (clause 9(o) (Financial Statements and other documents to be delivered))

Type of report	Entity	Audited/ Unaudited	Consolidated/ Unconsolidated	Due date for delivery to NAB
Annual Financial	S&W	Unaudited	Consolidated	30 November 2022
Statements	HOLDINGS			and every 12
	AUSTRALIA			months thereafter
	PTY LTDACN
	162 715 326
Statutory payments certificate (evidence satisfactory to NAB that all statutory payments have been met when due)	The Group			15 February 2022 and every 3 months thereafter

©   NationalAustraliaBankLimited 17

Management accounts (including balance sheet, profit and loss statement and cash flow statement). Commentary to provided on variances greater than 15% to key line items. The Group 15 February 2022 and every 3 months thereafter

Item 8 (Other Undertakings) (clause 9(z) (other undertakings or conditions subsequent))

Not applicable

ltem9 (Financial Covenants) (clause 10.1 (Financial Covenants))

The Obligors must maintain the financial covenants set out below at all times.

The financial covenants will:

(a) be calculated by reference to GAAP; and

(b) be based on the then most recent Financial Statements and other financial information provided to NAB in accordance with this document.

NAB may test the financial covenants at any time.

Financial Covenants

The Interest Cover Ratio for the Group must not be less than 2:1.

Definitions

For the purposes of these financial covenants, the following definitions and the definitions in the Property Conditions apply in addition to those set out in clause 1.3 (Definitions).

Calculation Date means the last day of each 12 month period until the Termination Date, commencing on the first Calculation Date of 30 June 2022.

Calculation Period means each period of twelve months ending on a Calculation Date, unless otherwise agreed in writing by NAB.

EBITDA means earnings before:

(a) interest;

(b) tax;

(c) depreciation;

(d) amortisation; and

(e) unrealised foreign exchange gains or losses.

Interest Cover Ratio or ICR means, for a Calculation Period, the ratio of EBITDA over that period to Interest Expense for that period.

Interest Expense means, in respect of a period, the aggregate amount of all interest and amounts in the nature of interest or of similar effect to interest paid or payable for that period, including:

(a) any dividend or distribution payable on any Marketable Security that constitutes Financial Indebtedness;

©   NationalAustraliaBankLimited 18

(b) payments under any finance or capital lease (except to the extent such payment constitutes a principal reduction of the amount financed);

(c) any discount on any bills, bonds, notes or other instruments drawn, accepted or endorsed;

(d) any commitment, line, facility, acceptance, letter of credit, discount, guarantee, insurance bond or other fees and other amounts of a regular or recurring nature payable during that period (but not establishment, arrangement, agency and other fees payable once only on the initial provision of Financial Indebtedness); and

(e) plus or minus the net amount of any difference payments during that period under any interest rate hedging arrangement.

It includes interest on any shareholder loans unless capitalised or subordinated on terms acceptable to

NAB.

Item 10 (Hedging) (clause 10.3 (Hedging))

Not applicable

Item 11 (Enforcement proceedings - Threshold Amount) (clause 11.1(g) (Enforcement proceedings))

$250,000

Item 12 (Other Events of Default) (clause 11.1(s) (Other))

Not applicable

Item 13 (Fees) (clause 17 (Fees))

Bank Fees
Application/Establishment Fee:	payable on execution of this document	$6,000.00
Company Search Fee (x3):	payable on execution of this document	$120.00
Lodgement of Documents for Registration Fee (x2):	payable on execution of this document	$300.00
PPSR Search Fee (x3):	payable on execution of this document	$60.00
Government Fees
SA Title Search Fee (x2):	payable on execution of this document	$62.50
General Security Agreement Registration Fee (x2):	payable on execution of this document	$230.00
Total Estimated Fees$6,772.50

Item 14 (Review Events) (clauses 14.4 (Review Event) and 14.5 (Review Event Consequences))

Not applicable

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Item 15 (Communications) (clause 31 (Communications and Notices))

Details for service of communications to NAB:

Name of Bank:	National Australia Bank Limited
Address:	L6, 22 King William Street, Adelaide SA 5000
Attention:	Ben Vanderkop
Details for service of communications to the Obligor(s):
Name of Obligor:	All Obligors
Address:	PO Box69 Stirling SA 5152
Attention:	The Secretary
Email:

Item 16 (Governing Law Jurisdiction) (clause 37) (Governing Law & Jurisdiction)) South Australia

Item 17 (Trust) and (Trust Documents)

Not Applicable

Item 18 (Partnership) and (Partnership Documents)

Not applicable

Item 19 (Scheme), (Custodian), (Custody Agreement) and (Scheme Documents)

Not applicable

Item 20 (Other)

Not applicable

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SPECIFIC FACILITY TERMS

BANK GUARANTEE FACILITY SPECIFIC CONDITIONS

FOREIGN CURRENCYWARNING NOTICE

This important notice should be read and understood before the Borrower decides to enter into a facility or transaction in a foreign currency.

This notice is intended to provide the Borrower with a general warning of the risks that can arise from adverse exchange rate movements when transacting in a foreign currency, and to advise the Borrower that other risks also exist.

The Borrower's liability in Dollars will increase, possibly very substantially, if there is a movement in either:

the Dollar relative to the foreign currency facility or transaction; or the foreign currency relative to the Dollar.

Another risk that may also exist is the potential for adverse movements in the interest rate that applies to the foreign currency facility or transaction.

The Borrower should also be aware that in some circumstances mechanisms may be available for limiting these risks. Such mechanisms may include products ranging from forward FX contracts (FECs) and fixed rate loans to more complex options and derivatives. A solution can be tailored to the Borrower's specific business needs.

For more information about managing risks associated with international trade, go to the "Business" tab on our website www.nab.com.au and click on > International trade.

For more information regarding Foreign Exchange Risk please telephone a Specialist on 132265 (7am - 7pm EST).

The Borrower should seek independent professional advice before entering into a facility or transaction in a foreign currency. In particular, advice should be sought as to the suitability of a foreign currency facility or transaction for your purposes and as to risk management strategies available for such facilities or transactions.

Important Information about Renminbi Settlement Services

Renminbi ("RMB"), the lawful currency in the People's Republic of China, is not yet fully convertible and is subject to substantial exchange rate risk. For more information about the risks associated with RMB, please contact a Specialist on 132265 (7am - 7pm EST).

1. ADDITIONAL CONDITIONS PRECEDENT

The following additional conditions precedent apply in relation to the issue of any Bank Guarantee:

(a) NAB receiving a Drawdown Notice in form and substance required by NAB from time to time;

(b) NAB being satisfied that:

(i) the date the Bank Guarantee is to be issued is a Business Day on or before any Issue Date;

(ii) the currency of the Bank Guarantee is an Approved Currency; and

(iii) the Australian Dollar Equivalent of the Maximum Liability under all unexpired Bank Guarantees, on any day, after the Bank Guarantee is issued, does not exceed the Australian Dollar Equivalent of the Facility Limit.

2. DRAWING

(a) NAB may reject an application for a Bank Guarantee at its discretion if NAB is unable to issue the Bank Guarantee due to operational reasons and will advise you of this as soon as possible.

(b) Each Bank Guarantee will be in NAB's usual form, unless otherwise agreed.

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3. REIMBURSEMENT

The Borrower must pay to NAB on demand from time to time amounts equal to each payment made by NAB under a Bank Guarantee.

4. INDEMNITY

(a) The Borrower agrees to indemnify NAB in respect of:

(i) any amounts NAB pays to a Beneficiary under a Bank Guarantee; and

(ii) an amount equal to any loss (including consequential or economic loss), damage and Costs which NAB incurs or suffers or for which NAB becomes liable, directly or indirectly as a result of or in connection with:

(A) the issue or variation of a Bank Guarantee;

(B) any payment or claim for payment under a Bank Guarantee; or

(C) anything done by a Beneficiary or any other person in relation to or in reliance on a Bank Guarantee.

(b) Any amount the Borrower must pay NAB under this clause 4 (Indemnity) is payable in Dollars (even if the payment made by NAB is in a different currency) and becomes due and payable upon the earlier of:

(i) NAB making payment under a Bank Guarantee; or

(ii) NAB incurring an obligation to make payment under a Bank Guarantee, or

(iii) an Event of Default occurring.

5. PAYMENT OF BANK GUARANTEE WITHOUT DEMAND

NAB may, at any time, and exercising its discretion in a reasonable manner when doing so, end its obligations under a Bank Guarantee by paying to the Beneficiary of that Bank Guarantee the Maximum Liability or such lesser amount as is required to discharge NAB's obligations under the Bank Guarantee, even though no demand is made on NAB by that Beneficiary.

6. NO OBLIGATION TO ENQUIRE

(a) The Borrower irrevocably authorises NAB to immediately pay any amount demanded at any time under a Bank Guarantee.

(b) The Borrower agrees that NAB:

(i) will make a payment referred to in clause 6(a) above without first referring to the Borrower;

(ii) need not enquire into the correctness or validity of any demand made on NAB under a Bank Guarantee; and

(iii) may meet any demand even though the Borrower disputes the validity of the demand.

7. PARTIAL PAYMENTS

(a) The Borrower agrees that if a demand is made by a Beneficiary of a Bank Guarantee for a partial payment of the Maximum Liability of that Bank Guarantee, NAB may at its discretion and without further reference to the Borrower, pay the amount demanded and issue to the Beneficiary a replacement Bank Guarantee for the balance of the Maximum Liability.

(b) The procedure set out in clause 7(a) may be repeated at NAB's discretion.

(c) The Borrower agrees that this document applies to any replacement Bank Guarantee issued under this clause 7 (Partial payments).

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8. PROCEEDINGS UNDER BANK GUARANTEE

NAB is not obliged at any time to commence, pursue or defend any legal proceedings or other process in connection with any claim, demand or right arising under a Bank Guarantee issued under this Facility.

9. RETURN OF BANK GUARANTEES

The Borrower must promptly return to NAB an original Bank Guarantee if it is given to the Borrower by the relevant Beneficiary. If the Borrower fails to do so, fees and charges may continue to accrue.

10. ADDITIONAL CONSEQUENCES OF DEFAULT

(a) The following additional consequences of Default apply:

(i) NAB may require the Borrower to provide cash cover on terms satisfactory to NAB for an amount not less than the Maximum Liability under each outstanding Bank Guarantee in the currency in which each such Bank Guarantee is denominated; and

(ii) NAB may require the Borrower to grant other Encumbrances acceptable to NAB.

(b) NAB may exercise any of its rights under this document even though one or more Bank Guarantees remain outstanding on that date.

(c) If, on a day when the Borrower makes a payment required under clause 10(a), or under clause 11.2 (Consequences of Default) of the General Terns, there are any Bank Guarantees in respect of which payment of the whole or part of the Maximum Liability has not yet been demanded by the Beneficiary, and a portion of that payment represents the undemanded amount, then NAB will:

(i) deposit that portion in an interest-bearing deposit account on terms which NAB considers appropriate (which may include making the deposit with itself) and hold those funds until they are disbursed in accordance with clause 10(c)(ii) and/or (iii);

(ii) use the deposited amount towards paying a Beneficiary of a Bank Guarantee; and

(iii) pay to the Borrower the amount which NAB certifies is that part of the deposited amount and the interest earned on it (net of NAB's income tax liability in connection with those earnings) which remains after all of the Borrower's obligations (contingent or otherwise) under this document have been satisfied.

(d) Where money will be held in a deposit account in accordance with clause 10(c), the Borrower must also provide NAB with an appropriate Deposit Letter in respect of all such moneys to be held by NAB in such a deposit account.

(e) Where the required deposit account is provided by NAB, it may charge the Borrower the usual fees and charges for the operation of such an account by NAB.

11. TERMINATION OF THE FACILITY

(a) On the Termination Date for the Facility, the Borrower must pay to NAB:

(i) all of the Balance Owing; less

(ii) the amount equal to the aggregate Maximum Liability under each outstanding Bank Guarantee in respect of which NAB has already been provided with cash cover on terms satisfactory to NAB.

(b) When the Borrower makes a payment required under clause 11(a) NAB will, in respect of that portion of the receipts that remains to be allocated to any Bank Guarantees in respect of which payment of the whole or part of the Maximum Liability has not yet been demanded by the Beneficiary:

(i) deposit that portion in an interest-bearing deposit account on terms which NAB considers appropriate (which may include making the deposit with itself) and hold those funds until they are disbursed in accordance with clause 11(b)(ii) and/or (iii);

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(ii) apply the deposited amount towards paying a Beneficiary of a Bank Guarantee; and

(iii) pay to the Borrower the amount which NAB certifies is that part of the deposited amount and the interest earned on it (net of NAB's income tax liability in connection with those earnings) which remains after all of the Borrower's obligations (contingent or otherwise) under this document have been satisfied.

(c) When the Borrower makes a payment required under clause 11(a), and where money will be held in a deposit account in accordance with 11(b), the Borrower must also provide NAB with an appropriate Deposit Letter in respect of all such moneys to be held by NAB in such a deposit account.

(d) Where the required deposit account is provided by NAB, it may charge the Borrower the usual fees and charges for the operation of such an account by NAB.

12. FOREIGN CURRENCY FACILITIES OR TRANSACTIONS

12.1 Funding risk and non availability

(a) NAB will use its best efforts to notify the Borrower as soon as practicable if the making, denomination or continuation of the Facility in the foreign currency is not reasonably practical or is impossible as a result of:

(i) any change in national or international financial, political or economic conditions, currency exchange rates, currency availability or exchange controls;

(ii) any event of contingency which materially and adversely affects the inter-bank markets generally; or

(iii) any change in law.

(b) During the 30 days after that notice is given by NAB, NAB will negotiate in good faith with the Borrower to find an alternative basis to continue the Facility.

(c) If no agreement is reached within the 30 day period referred to in clause 12.1(b), NAB's obligation to provide the Facility will be automatically terminated and the Borrower must immediately provide cash cover on terms satisfactory to NAB for an amount not less than the Maximum Liability under each outstanding Bank Guarantee in the currency in which each such Bank Guarantee is denominated.

12.2 No advice or management by NAB

The Borrower acknowledges and agrees that NAB is not managing, supervising or advising in relation to the Borrower's foreign currency exposure.

12.3 Foreign currency fluctuations

If the Facility is made available or involves a foreign currency and there is a change in the exchange rate applicable between that foreign currency and Dollars which has the effect of causing the Australian Dollar Equivalent of the Balance Owing to exceed the Australian Dollar Equivalent of the Facility Limit, NAB may require the Borrower to either:

(a) cash cover on terms, and in currencies or currency, reasonably satisfactory to NAB for the amount of such excess so that the Australian Dollar Equivalent of the Balance Owing is equal to or less than Australian Dollar Equivalent of the Facility Limit; or

{b) provide additional Encumbrances acceptable to NAB to the value reasonably determined by NAB, but not less than the amount of such excess.

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13. PAYMENTS DUE ON A NON-BUSINESS DAY

If a payment is due under the Facility on a day that is not a Business Day, that payment must be made on the previous Business Day.

14. DEFINITIONS

For the purpose of these Bank Guarantee Facility Specific Conditions:

Approved Currency means the currency or currencies approved by NAB in writing from time to time.

Australian Dollar Equivalent means, in respect of:

(a) the Facility Limit for a Facility at any time which is expressed in a foreign currency, the equivalent amount in Australian Dollars (when notionally converted by NAB at the rate of exchange used by NAB for the purpose, and at the time, of approving the Facility); and

(b) the Balance Owing for, or any other amount in respect of, a Facility which is expressed in a foreign currency, the equivalent amount of the Balance Owing or other amount in Australian Dollars (as notionally converted by NAB at its prevailing spot rate of exchange).

Availability Period means the period from the date of this document to the Termination Date.

Beneficiary means, in relation to a Bank Guarantee, the person to whom the Bank Guarantee is to be, or has already been, issued and any assignee of such person.

Facility means a bank guarantee facility.

Issue Date means the issue date for a Bank Guarantee specified in the Details.

Maximum Liability means, in respect of a Bank Guarantee, the amount specified in that Bank Guarantee as the maximum liability (exclusive of interest on that Maximum Liability) under that Bank Guarantee.

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FARMER'S CHOICE PACKAGE ("PACKAGE") SPECIFIC CONDITIONS

1. THE TRANSACTION ACCOUNT

The Borrower must ensure that the Transaction Account is opened and remains open at all times.

2. FACILITIES SUBJECTTOTHE FARMER'S CHOICE PACKAGE

The Borrower must comply with the specific terms and conditions applicable to each Farmer's Choice Facility.

3. MAXIMUM AGGREGATE BORROWINGLIMIT(MABL)

(a) The initial MABL is set out in the Details.

(b) There are 4 options for the reduction of the MABL as follows:

Option 1 - Interest Only Option

The MABL will not be reduced during the term of the Package. The MABL will be reduced to nil on the Expiry Date of the Package.

Option 2 -- Step down to Interest Only Option

The MABL reduces on each Reduction Date to the amount set out beside that date in the Details. After the last Reduction Date, no further reductions to the MABL will be made until the Expiry Date of the Package. The MABL will be reduced to nil on the Expiry Date of the Package.

Option 3 - Milestone Option

The MABL reduces on each Reduction Date to the amount set out beside that date in the Details. The MABL will be reduced to nil on the Expiry Date of the Package.

Option 4 - Long Term Repayment Option

The MABL reduces by the amounts and on the dates notified by NAB. The MABL will be reduced to nil on the Expiry Date of the Package.

(c) The option applying to the Package is set out in the Details under the heading "MABL Reduction Option".

(d) The Borrower agrees that, regardless of the other terms and conditions applicable to the Farmer's Choice Facilities:

(i) unless otherwise agreed by NAB, the aggregate of the Balance Owing under each of the Farmer's Choice Facilities (excluding any Overdraft Facility) must not exceed the prevailing MABL; and

(ii) it will immediately make such repayments as are required to comply with clause 3(d)(i); and

(iii) NAB is not obliged to provide any Drawing under the Package or under any of the Farmer's Choice Facilities if to do so would cause the sum of the Balance Owing under each Farmer's Choice Facility (excluding any Overdraft Facility) to exceed the prevailing MABL.

(e) NAB may, after consultation with the Borrower, change the MABL Reduction Option that applies by giving the Borrower notice in accordance with the General Terms. The object of any such change would be to better reflect or address the Borrower's changed circumstances or requirements.

4. PACKAGING FACILITIES

(a) NAB will confirm, in writing, the initial Farmer's Choice Facilities (if not set out in the Details).

(b) The Borrower acknowledges that NAB may, at its discretion, determine which Facilities are eligible for inclusion in the Package, including by determining that a Facility is no longer eligible for inclusion.

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(c) The Borrower may apply to NAB to add other Facilities to the Package, to increase the Facility Limit of any Farmer's Choice Facility, to increase the MABL, or to extend the term of the Package.

(d) NAB may accept or reject any such request at its discretion and may impose such conditions on its acceptance as it sees fit. The Borrower may need to enter into a new Package.

(e) NAB will inform the Borrower if any Facilities are added to, or are to be removed from, the Package. Where a Facility is to be removed from the Package, NAB will inform the Borrower when it will be removed and will provide reasonable notice before its removal.

(f) The Package must, at all times, include at least one Facility.

(g) The Package is automatically cancelled if there are no longer any Facilities included in it.

(h) If the Package is cancelled or otherwise ends, the concessions and benefits available under the Package will immediately cease to apply.

5. CONCESSIONS AND BENEFITS

The following concessions and benefits apply to Farmer's Choice Facilities, while they remain part of the Package (and subject to NAB's right to vary the terms of the Package):

(a) there will be no separate application fees for individual Farmer's Choice Facilities;

(b) any Farmer's Choice Facility that is a Term Loan Facility, Overdraft Facility, NAB Business Markets Facility or Market Rate Facility (and any other Facility notified in writing by NAB) will be free from any service fee that would otherwise apply; and

(c) for any Farm Management Account Overdraft Facility that is part of the Package, a preferential variable interest rate will apply, as set out in the Details for that Facility.

6. CANCELLATION OF THE PACKAGE

(a) If an Event of Default occurs and is continuing, NAB may (subject to the Specific Conditions of each Farmer's Choice Facility):

(i) immediately suspend the Borrower's ability to make further Drawings under a Farmer's Choice Facility until the Default is rectified to NAB's satisfaction; and/or

(ii) give the Borrower notice stating that an Event of Default has occurred and give the Borrower a reasonable grace period of up to 7 days (or such longer period as required by law or that NAB elects to allow) to remedy the Event of Default. If the Event of Default is not remedied within that period, NAB may immediately cancel the Package by written notice to the Borrower.

(b) The Borrower may cancel the Package at any time by giving NAB at least 2 Business Days prior written notice.

(c) Upon cancellation in accordance with clauses 6(a) or (b}, NAB will make a pro rata refund of the remaining balance of the Annual Package Fee paid in advance, within a reasonable time.

7. PACKAGE FEES

(a) The Borrower must pay the Annual Package Fee annually in advance on:

(i) the date the Borrower enters into the Package or, at NAB's discretion, the last Business Day of the month in which the Borrower enters into the Package; and

(ii) each anniversary of that date.

(b) The Borrower irrevocably authorises NAB to debit from the Transaction Account the Annual Package Fee and the Farmer's Choice Application Fee.

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8. JOINT PACKAGES

If the Package is held jointly by the Borrower with one or more other people (each an Other Package Holder):

(a) the Borrower agrees that NAB may disclose to each Other Package Holder such information about any Farmer's Choice Facility (or associated account) as NAB believes is necessary to administer the Package, even if that Facility or account is in the Borrower's name alone, which information may include:

(i) which of the Borrower's Facilities or accounts are included in the Package, and which are not;

(ii) the Facility Limit of any of the Borrower's Facilities which are included in the calculation of the MABL; and

(iii) any information about the repayment of the Borrower's Facilities which affects, or which may affect, the operation of the relevant MABL Reduction Option;

(b) the obligation to pay the Annual Package Fee is a joint and several obligation of the Borrower and each Other Package Holder;

(c) in addition to any other rights NAB has to cancel or suspend further Drawings under the Package, if any Other Package Holder commits an event of default (however described) in relation to any agreement NAB has with that Other Package Holder (whether or not that agreement relates to a Farmer's Choice Facility), NAB may (subject to the Specific Conditions of each Farmer's Choice Facility):

(i) immediately suspend the Borrower's ability to drawdown further financial accommodation under a Farmer's Choice Facility until the event of default is rectified to NAB's satisfaction; and/or

(ii) cancel the Package by written notice to the Borrower and the Other Package Holder, provided that NAB has given the Borrower and the Other Package Holder a notice stating that an event of default has occurred under an agreement between NAB and the Other Package Holder and after giving that Other Package Holder a reasonable grace period of up to 7 days (or such longer period as required by law or that NAB elects to allow) to remedy the event of default; and

(d) notwithstanding clause 6 (Cancellation of the Package), the Borrower can only cancel the Package if the notice referred to in clause 6 (Cancellation of the Package) is given by the Borrower and each Other Package Holder.

9. DEFINITIONS

For the purposes of these Farmer's Choice Package Specific Conditions:

Annual Package Fee means the Annual Package Fee specified in the Details.

Farm Management Account Overdraft Facility means any Facility titled "Farm Management Account Overdraft Facility" in the Details.

Farmer's Choice Facility means each Facility set out in the Details under the heading "Farmer's Choice Package" or as otherwise advised to the Borrower in accordance with this document.

MABL means the Maximum Aggregate Borrowing Limit specified in the Details.

Overdraft Facility means a Facility in respect of which the Overdraft Facility Specific Conditions apply, as stated in the Details.

Reduction Date means each reduction date in respect of the Facility specified in the Details.

Repayment Details means the repayment details in respect of the Facility specified in the Details.

Term Loan Facility means any Facility to which the Term Loan Facility Specific Conditions apply, as stated in the Details.

Transaction Account means the transaction account in respect of the Facility specified in the Details or as otherwise agreed.

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GLOBAL TRADE FINANCE SPECIFIC CONDITIONS

FOREIGN CURRENCYWARNING NOTICE

This important notice should be read and understood before the Borrower decides to enter into a Facility or transaction in a foreign currency.

This notice is intended to provide the Borrower with a general warning of the risks that can arise from adverse exchange rate movements when transacting in a foreign currency, and to advise the Borrower that other risks also exist.

The Borrower's liability in Dollars will increase, possibly very substantially, if there is an adverse movement in either:

the Dollar relative to the currency of the foreign currency facility or transaction; or the foreign currency relative to the Dollar.

Another risk that may also exist is the potential for adverse movements in the interest rate that applies to the foreign currency Facility or transaction.

The Borrower should also be aware that in some circumstances mechanisms may be available for limiting these risks. Such mechanisms may include products ranging from forward FX contracts (FECs) and fixed rate loans to more complex options and derivatives. A solution can be tailored to the Borrower's specific business needs.

For more information about managing risks associated with international trade, go to the "Business" tab on our website www.nab.com.au and click on > International trade.

For more information regarding Foreign Exchange Risk please telephone a Specialist on 132265 (7am- 7pm EST).

The Borrower should seek independent professional advice before entering into a Facility or transaction in a foreign currency. In particular, advice should be sought as to the suitability of a foreign currency Facility or transaction for the Borrower's purposes and as to risk management strategies available for such Facilities or transactions.

Important Information about Renminbi Settlement Services

Renminbi ("RMB"), the lawful currency in the People's Republic of China, is not yet fully convertible and is subject to substantial exchange rate risk. For more information about the risks associated with RMB, please contact a Specialist on 132265 (7am - 7pm EST).

1. FOREIGN CURRENCY OVERDRAFT FACILITIES

1.1 Application of this clause

This clause 1 (Foreign Currency Overdraft Facilities) applies to any Foreign Currency Overdraft Facility.

1.2 Additional Conditions Precedent

The following additional conditions precedent apply in relation to any Drawing:

(a) the Drawdown Date is a Banking Day within the Availability Period;

(b) subject to contrary agreement, the currency of the Drawing is the same as the currency of the Loan Account; and

(c) the Australian Dollar Equivalent of the Drawing does not exceed the Available Facility at that time unless NAB has given its prior written consent for an amount greater than the Available Facility to be drawn.

1.3 Drawing

Any amount paid or repaid to the credit of the Facility may be redrawn subject to the terms of this document.

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1.4 Repayment

NAB may require the Borrower to repay all or part of the Balance Owing at any time. The Borrower must repay all of the Balance Owing on demand.

1.5 Prepayment

The Borrower may prepay the whole or any part of the Balance Owing at any time.

1.6 Interest

(a) Interest on debit balances is calculated daily by applying the Daily Interest Rate to the Value Balance (excluding any amount to which a Default Interest Rate applies) at the end of each day.

(b) The Value Balance is generally the same as the Balance Owing, except that interest charges for an Interest Period (including any interest adjustment) do not form part of the Value Balance until the first day of the next Interest Period (even though they may be included in the Balance Owing from the date they are debited).

(c) Interest for:

(i) an Interest Period is debited from the Loan Account on the last Business Day of that Interest Period or such other reasonable times as NAB may notify; and

(ii) the last Interest Period is debited from the Loan Account on the Termination Date.

(d) Where a transaction for a particular day is processed by NAB after that day, for whatever reason, NAB may, acting reasonably, elect to back-date that transaction and, if NAB does this, an appropriate interest adjustment will be made to the Loan Account on the last Banking Day of the next Interest Period..

1.7 What currency applies

(a) The Borrower must ensure that all payments to the Facility are in the currency of the Loan Account.

(b) Fees and charges are calculated in Dollars and may be debited by NAB from the Loan Account with any necessary currency conversions made in accordance with the provisions' of the 'NAB Foreign Currency Account - Onshore Terms and Conditions' as amended or replaced from time to time in accordance with any notice given under any Finance Document.

2. LETTERS OF CREDIT

2.1 Application of this clause

(a) A Drawing under a Documentary Letter of Credit or Standby Letter of Credit Facility must, and a Drawing under a Documentary Letter of Credit &/or Documents Surrendered Facility may, take the form of a Utilisation.

(b) This clause 2 (Letters of Credit) applies in relation to any Utilisation.

2.2 Additional Conditions Precedent

The following additional conditions precedent apply in relation to any Utilisation (including the initial Utilisation):

(a) NAB receiving a Letter of Credit application in the form and substance satisfactory to NAB together with such information and documentation relating to the Utilisation as NAB may reasonably require before the relevant Cut-Off Time (which NAB will notify on request); and

(b) NAB being satisfied that:

(i) the Issue Date is a Business Day within the Availability Period;

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(ii) the currency of the Letter of Credit is an Approved Currency; and

(iii) the Australian Dollar Equivalent of the Letter of Credit does not exceed the Available Facility at that time unless NAB has given its prior written consent for an amount greater than the Available Facility to be drawn.

2.3 Utilisation

(a) A Letter of Credit application is irrevocable once given.

(b) Notwithstanding any other provision, NAB can decline any Letter of Credit application at its discretion and will advise the Borrower promptly if it does this.

2.4 The form of the Letter of Credit

(a) Each Letter of Credit will be in NAB's usual form, unless otherwise agreed.

(b) In certain circumstances specific to a Letter of Credit issued or to be issued at the Borrower's request, NAB may request the Borrower to execute such additional documentation or forms as reasonably required by NAB's normal practice to manage its risks in connection with the Letter of Credit. Not providing NAB with such documentation or forms may impact on NAB's.abilityto carry out the Borrower's request in connection with the Letter of Credit.

(c) All Letters of Credit established under the Facility will be subject to the terms and conditions ofthe prevailing Uniform Customs and Practice for Documentary Credits or International Standby Practices, each published by the International Chamber of Commerce or such other terms as agreed in writing with NAB. The Borrower must ensure that it is aware of those terms and conditions and accepts them, including any indemnities contained within such terms it may be required to provide a party.

2.5 Authority to make payments and payment of Standby Letter of Credit without demand

(a) The Borrower irrevocably authorises NAB to pay any amount for which a demand or request is made at any time under a Letter of Credit without reference to, or further authority from, the Borrower.

(b) NAB need not investigate or enquire whether a claim or demand on it has been properly made.

(c) NAB may meet any claim or demand on it notwithstanding that the Borrower may dispute the validity of the claim or demand.

(d) NAB may if consistent with the terms of the Standby Letter of Credit, at any time and exercising its reasonable discretion in doing so, end its obligations under a Standby Letter of Credit by paying to the Beneficiary of that Standby Letter of Credit the Maximum Liability or such lesser amount as is required to discharge NAB's obligations under the Standby Letter of Credit, even though no demand is made on NAB by the Beneficiary.

2.6 The Borrower's undertaking to pay

(a) The Borrower agrees to pay to NAB on demand and in the currency in which the Letter of Credit is denominated an amount equal to each amount demanded from or paid by NAB under any Letter of Credit together with any incidental Costs.

(b) The Borrower indemnifies NAB against all actions, proceedings, claims and demands brought or made against NAB and against all losses (including consequential losses and loss of profits), damages and Costs which NAB incurs or suffers or for which NAB reasonably becomes liable, directly or indirectly, in connection with any Letter of Credit requested by the Borrower to be issued by NAB.

(c) When NAB makes a payment under a Letter of Credit or Bill drawn on and accepted by NAB in connection with a Letter of Credit and the Borrower does not promptly reimburse NAB, the Borrower authorises NAB to debit the amount of the payment together with any incidental Costs (less any reimbursements in relation to that payment) to any account of the Borrower's NAB chooses without first having to make demand for payment or otherwise giving the Borrower prior notice.

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(d) Each payment obligation of the Borrower under this clause 2.6 (The Borrower's undertaking to pay) is independent of each other payment obligation of the Borrower under this clause2.6(The Borrower's undertaking to pay).

2.7 Bills drawn on NAB in connection with a Letter of Credit

Where any Bills are drawn on NAB in connection with a Letter of Credit, NAB will accept such Bills on presentation and make payments in accordance with the terms of the Bill. The Borrower must pay and indemnify NAB for doing so in accordance with clause 2.6 (The Borrower's undertaking to pay) of these Global Trade Finance Specific Conditions.

2.8 Insurance

The Borrower must:

(a) insure all goods relating to each Letter of Credit drawn under the Facility to NAB's satisfaction (unless NAB has previously agreed in writing to waive this condition);

(b) deliver to NAB a copy of any insurance policy or certificate relating to those goods when received or at such time as is agreed with NAB; and

(c) hold proceeds of any claim under an insurance policy on trust for NAB if required to do so under clause 2.12(d) of these Global Trade Finance Specific Conditions.

2.9 Use of correspondent banks

NAB may, at its reasonable discretion, direct a Letter of Credit established under a Facility to its correspondent bank for negotiation or other action. If NAB does this, such correspondent bank may pay NAB a commission for each Letter of Credit directed to them.

2.10 Pledge

(a) Unless the Borrower has granted NAB a General Security Agreement, the Borrower authorises, as security for its obligations to NAB in connection with a Utilisation, NAB to retain by way of pledge the documents and goods relating to the Letter of Credit that is the subject of the Utilisation, all proceeds of sale and insurances relating to such documents and goods and all the Borrower's rights as unpaid seller.

(b) If requested by NAB, the Borrower agrees to execute any other documents that NAB may reasonably require to grant NAB an Encumbrance over the documents and goods relating to a Letter of Credit (the "Pledge Agreement").

2.11 Additional consequences of default

(a) If an Event of Default occurs and is continuing, the following additional consequences of default apply, in addition to any other rights and obligations under the General Terms:

(i) NAB may require the Borrower to provide cash cover on terms satisfactory to NAB for an amount not more than the Maximum Liability under each outstanding Letter of Credit in the currency in which the outstanding Letter of Credit is denominated;

(ii) NAB may, where the Amount Owing has become due and payable, sell, dispose of or otherwise deal with any documents or goods pledged under this document or a Pledge Agreement as NAB thinks fit and apply the proceeds towards satisfaction of the Borrower's obligations to NAB in connection with the relevant Utilisation;

(iii) NAB may collect any amount due under any policy of insurance in relation to any goods; and

(iv) NAB may require the Borrower to grant other Encumbrances acceptable to NAB.

(b) NAB may exercise any of its rights under this document even though one or more Letters of Credit remain outstanding on that date.

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(c) If, on a day when the Borrower makes a payment required under clause 2.11(a) or under clause 11.2 (Consequences of Default) of the General Terms, there are any Letters of Credit in respect of which payment has not yet been demanded by the Beneficiary and a portion of that payment represents those undemanded amounts, then NAB will:

(i) deposit that portion in an interest-bearing term deposit account (which may include making the deposit with NAB) on terms NAB considers appropriate and hold those funds until they are disbursed in accordance with clause 2.11(c)(ii) and/or (iii);

(ii) use the deposited amount towards paying a Beneficiary of a Letter of Credit; and

(iii) pay to the Borrower the amount which NAB certifies is that part of the deposited amount and the interest earned on it (net of NAB's income tax liability in connection with those earnings) which remains after all of the Borrower's obligations (contingent or otherwise) under this document have been satisfied.

(d) When the Borrower makes a payment required under clause 2.11(a) or under clause 11.2 (Consequences of Default) of the General Terms and where money will be held in a deposit account in accordance with clause 2.11(c), the Borrower must also provide NAB with an appropriate Deposit Letter in respect of all such moneys to be held by NAB in such a deposit account.

(e) Where the required deposit account is provided by NAB, it may charge the Borrower the usual fees and charges for the operation of such an account by NAB.

2.12 Delivery of documents or goods

If any documents or any goods in relation to a Letter of Credit are:

(a) delivered by NAB to the Borrower or to any person authorised by the Borrower to receive those documents or goods on the Borrower's behalf; or

(b) received by the Borrower (or by any such person on the Borrower's behalf),

before the Borrower has fully paid and discharged its obligations to NAB or its correspondent banks in relation to the Letter of Credit, the Borrower agrees that:

(c) if directed by NAB acting reasonably, the Borrower must receive those goods or documents for NAB and must hold them and any proceeds of sale for NAB;

(d) the Borrower must hold the proceeds of any claim on any policy of insurance on trust for NAB;

(e) if directed by NAB acting reasonably, the Borrower must keep the goods and any proceeds separate from others; and

(f) NAB may at any time take possession of and receive the goods or any proceeds of the sale or disposal of the goods.

2.13 Termination of Facility

(a) On the Termination Date for the Facility, the Borrower must pay to NAB:

(i) all of the Balance Owing for the Facility; less

(ii) the amount equal to the cash cover then available to NAB, in respect of the aggregate of the Maximum Liability under each unexpired Letter of Credit.

(b) When the Borrower makes a payment required under clause 2.13(a), it must do so on terms satisfactory to NAB.

(c) When the Borrower makes a payment required under clause 2.13(a), NAB will, in respect of that portion of the receipts that remains to be allocated to any Letters of Credit in respect of which payment of the whole or part of the Maximum Liability has not yet been demanded by the Beneficiary:

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(i) deposit that portion in an interest-bearing term deposit account (which may include making the deposit with itself) on terms which NAB considers appropriate and hold those funds until they are disbursed in accordance with clause 2.11(c)(ii) and/or (iii);

(ii) use the deposited amount towards paying a Beneficiary of a Letter of Credit; and

(iii) pay to the Borrower the amount which NAB certifies is that part of the deposited amount and the interest earned on it (net of NAB's income tax liability in connection with those earnings) which remains after all of the Borrower's obligations (contingent or otherwise) under this document have been satisfied.

(d) Where money will be held in a deposit account in accordance with clause 2.13(b), the Borrower must also provide NAB with an appropriate Deposit Letter in respect of all such moneys to be held by NAB in such a deposit account.

(e) Where the required term deposit account is provided by NAB, it may charge the Borrower the usual fees and charges for the operation of such an account by NAB.

(f) The Borrower's obligations under the Facility continue to apply to any Letters of Credit in respect of which payment of the whole or part of the Maximum Liability has not yet been demanded by the Beneficiary.

2.14 Interest

The Borrower does not pay interest charges on any Utilisation that is an issue of a Letter of Credit, provided that it is repaid in accordance with this document. Interest charges will apply where that Letter of Credit is refinanced under your Facility.

3. OTHER DRAWINGS

3.1 Application of the clause

This clause 3 (Other Drawings) applies to all Drawings under a Facility which is not covered by clause 1 (Foreign Currency Overdraft Facilities) or clause 2 (Letters of Credit), including a Drawing under a Trade Refinance Facility, Overseas Bills Purchased Facility or Overseas Currency Loan Facility.

3.2 Additional Conditions Precedent

The following additional conditions precedent apply in relation to any Drawing:

(a) NAB receiving a Drawdown Notice in the form and substance satisfactory to NAB together with such information and documentation relating to the Drawing as NAB may require before the relevant Cut-Off Time (which NAB will notify to the Borrower upon request); and

(b) NAB being satisfied that:

(i) the proposed Drawdown Date is a Banking Day within the Availability Period;

(ii) the term of the proposed Drawing does not extend beyond the Expiry Date for the Facility;

(iii) the currency of the proposed Drawing is an Approved Currency;

(iv) the Australian Dollar Equivalent of the Drawing does not exceed the Available Facility on the proposed Drawdown Date unless NAB has given its prior written consent for an amount greater than the Available Facility to be drawn; •

(v) the number of Drawings outstanding would not exceed the Maximum Number of Drawings (if any) for the Facility as a result of the proposed Drawing;

(vi) the amount of the proposed Drawing complies with any requirements of NAB from time to time as regards to minimum amount (and, if required, integral multiples); and

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(vii) disbursement instructions for the proceeds of the Drawing have been provided in form and substance satisfactory to NAB.

3.3Drawing

(a) A Drawdown Notice is irrevocable once given.

(b) Notwithstanding any other provision, NAB can decline any request to draw on a Facility at its discretion and will advise the Borrower promptly if it does this.

(c) Any amount repaid or prepaid is available for redraw subject to the terms of this document.

3.4Repayment

(a) Each Drawing made under a Facility is for an agreed term and the Balance Owing for each Drawing must be repaid in full at the end of the term of that Drawing.

(b) The Borrower must make such repayments as required for it to comply with the Amortisation Schedule (if any).

3.5Prepayment

The Borrower may prepay all or part of the Balance Owing in respect of:

(a) an Overseas Currency Loan Facility:

(i) on the last day of an Interest Period provided that the Borrower gives NAB at least 5 Banking Days prior written notice of its request and pays to NAB any applicable fees; or

(ii) at any other time, if NAB agrees in writing that the Borrower may make such prepayment and provided that it pays NAB all Economic Costs (if any) and any other applicable fees; and

(b) any Facility other than an Overseas Currency Loan Facility, if NAB agrees in writing that the Borrower may make a prepayment (NAB's agreement of which shall not to be unreasonably withheld). No Economic Costs will be applicable.

3.6 Interest

(a) Interest is calculated daily on the Balance Owing in respect of a Drawing (excluding any amount to which a Default Interest Rate applies) at the end of that day using the Daily Interest Rate.

(b) If the Details provide that interest is payable in arrears:

(i) all accrued interest is payable:

(A) in respect of a Drawing under an Overseas Currency Loan Facility, on the last day of each Interest Period for that Drawing; and

(B) in respect of a Drawing under any other Facility, on the last day of the term of that Drawing, and if the last day of that Interest Period or term of that Drawing (as the case may be) is not a Banking Day, accrued interest is payable on the last Banking Day of that Interest Period or term; and

(ii) all accrued but unpaid interest is payable on the Termination Date.

(c) If the Details provide that interest is payable in advance, interest for each Drawing is payable:

(i) in respect of a Drawing under an Overseas Currency Loan Facility, on the first day of each Interest Period for that Drawing; and

(ii) in respect of a Drawing under any other Facility, for the term of the Drawing on the first Banking Day of that term.

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(d) In respect of each Drawing under an Overseas Currency Loan Facility:

(i) the first Interest Period is to be a period of 3, 6 or 12 months (or such other period as agreed by the Borrower and NAB) as set out in the Drawdown Notice; and

(ii) each subsequent Interest Period will be for the same duration as the existing Interest Period unless the Borrower requests a different period (being a period of a period of 3, 6 or 12 months (or such other period as agreed by the Borrower and NAB)), by giving written notice to NAB in the form approved by NAB (a "Selection Notice") at least 5 Banking Days prior to the commencement of that subsequent Interest Period, in each case adjusted where necessary so that:

(iii) the first Interest Period commences on the Drawdown Date;

(iv) a subsequent Interest Period commences on the day after the last day of the preceding Interest Period;

(v) each Interest Period commences on a Banking Day (and if an Interest Period ends on a day that is not followed by a Banking Day, NAB may extend the Interest Period accordingly (except where this would be contrary to (vi) below, in which case NAB may shorten the Interest Period); and

(vi) an Interest Period must not end after the Expiry Date.

3.7 Payments

All payments of principal and interest in respect of any Drawing must be made:

(a) in the Approved Currency in which the Drawing is denominated at the time of the making of such payment or payments;

(b) to an account nominated by NAB from time to time; and

(c) in same day value dated funds,

and, upon payment, the Borrower must notify NAB that such payment has been made.

4. CANCELLATION AND REDUCTION OF THE FACILITY LIMIT

(a) The Borrower can cancel the Facility at any time by giving NAB at least 2 Business Days prior written notice (and if so, the Balance Owing for the Facility will be payable in accordance with clause 4(b) of the General Terms).

(b) Except in respect of a Foreign Currency Overdraft Facility, NAB can cancel any part of the unused Facility Limit at any time upon providing the Borrower with no less than 30 days' written notice, even if the Facility has an Expiry Date and even if this means the new Facility Limit is lower than the Balance Owing. NAB's rights under this clause are in addition to any rights NAB has under the General Terms.

(c) A Foreign Currency Overdraft Facility is available at all times at NAB's reasonable discretion and NAB can cancel any part of the Facility Limit at any time upon providing the Borrower with no less than 30 days' written notice, even if the Facility has an Expiry Date and even if this means the new Facility Limit is lower than the Balance Owing. NAB's rights under this clause are in addition to any rights NAB has under the General Terms. Repayment will be required in accordance with clause 1.4 (Repayment) of these Global Trade Finance Specific Conditions.

(d) The Facility Limit automatically reduces by the amount of any cancellation or reduction.

(e) The Facility Limit automatically reduces on the dates and by the amounts specified in the Amortisation Schedule (if any), unless otherwise agreed.

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5. WHICH ACCOUNTS NAB CAN DEBIT

Unless otherwise agreed:

(a) for Foreign Currency Overdraft Facilities, the Borrower authorises NAB to debit to the Loan Account any amounts payable by the Borrower in relation to the Facility, including interest, fees and charges, taxes, enforcement expenses and any amount payable under an indemnity (any necessary currency conversions for a debit will be in accordance with the 'NAB Foreign Currency Account - Onshore Terms and Conditions' applicable to the Loan Account); and

(b) for any other Facility, the Borrower authorises NAB to debit to the Nominated Account any amounts payable by the Borrower in relation to the Facility, including interest, fees and charges, taxes, enforcement expenses and any amount payable under an indemnity. Where the currency of the Nominated Account (Account Currency) is not in the currency of the amount payable by the Borrower (Other Currency), NAB may notionally convert the Other Currency at its prevailing spot rate of exchange against the Account Currency for the debit.

6. FOREIGN CURRENCY FACILITIES OR TRANSACTIONS

6.1 Application of this clause

This clause 6 (Foreign Currency Facilities or Transactions) applies to any Facility made available in or which involves foreign currencies.

6.2 Funding risk and non-availability

(a) NAB will use its best efforts to notify the Borrower as soon as practicable if the making, denomination or continuation of the Facility in the foreign currency is not reasonably practicable or is impossible as a result of:

(i) any change in national or international financial, political or economic conditions, currency exchange rates, currency availability or exchange controls;

(ii) any event of contingency which materially and adversely affects the inter-bank markets generally; or

(iii) any change in law.

(b) During the 30 days after that notice is given by NAB, NAB will negotiate with the Borrower in good faith to find an alternative basis to continue the affected Facility.

(c) If no agreement is reached within the 30 day period referred to in clause 6.2(b), the affected Facility terminates automatically and the Borrower must immediately repay in full the Amount Owing in respect of that Facility (including providing cash cover on terms satisfactory to NAB for an amount not less than the Maximum Liability under each outstanding Letter of Credit in the currency in which such Letter of Credit is denominated).

6.3 Currency Indemnity

(a) Clause 6.3(b) applies if a judgment or order is given by any court or tribunal for the payment of any amount owing by the Borrower  under the Facility,  or for the payment  of damages by the Borrower in respect of any breach of the terms of the Facility, where that judgment or order is expressed in a currency (Judgment Currency) which is different from the currency expressed to be payable under this document in relation to the Facility (Relevant Foreign Currency).

(b) The Borrower indemnifies NAB against any deficiency in the amounts received by NAB arising or resulting from any variation between:

(i) the rate of exchange at which the Relevant Foreign Currency is converted into the Judgment Currency for the purpose of the judgment or order; and

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(ii) the rate of exchange at which NAB is able to purchase the Relevant Foreign Currency with the Judgment Currency at the time of its receipt by NAB.

6.4 No advice or management by NAB

The Borrower acknowledges and agrees that NAB does not, and the Borrower must not rely on NAB to, manage, supervise or advise the Borrower in relation to the Borrower's foreign currency exposure.

6.5 Foreign currency fluctuations

If a Facility is made available or involves a foreign currency and there is a change in the exchange rate applicable between that foreign currency and Dollars which has the effect of causing the Australian  Dollar Equivalent  of the Balance Owing to exceed the Australian  Dollar Equivalent of the Facility Limit, NAB may require the Borrower to either:

(a) repay a sufficient amount to NAB so that the Australian Dollar Equivalent of the Balance Owing under the Facility is equal to or less than the Australian Dollar Equivalent of the Facility Limit; or

(b) provide additional Encumbrances acceptable to NAB to the value determined by NAB, but not less than the amount payable under clause 6.5(a).

7. GENERAL PAYMENT OBLIGATIONS

To the extent not otherwise payable, the Borrower must repay to NAB all of the Amount Owing on the Termination Date.

8. DEFINITIONS

For the purposes of these Global Trade Finance Specific Conditions:

Approved Currency means the currency or currencies approved by NAB in writing from time to time.

Australian Dollar Equivalent means, in respect of:

(a) the Facility Limit for a Facility at any time which is expressed in a foreign currency, the equivalent amount in Australian Dollars (when notionally converted by NAB at the rate of exchange used by NAB for the purpose, and at the time, of approving the Facility); and

(b) the Balance Owing for, or any other amount in respect of, a Facility which is expressed in a foreign currency, the equivalent amount of the Balance Owing or other amount in Australian Dollars (as notionally converted by NAB at its prevailing spot rate of exchange).

Available Facility means, in respect of a Facility at any time, the Australian Dollar Equivalent of the Facility Limit minus the Australian Dollar Equivalent of the Balance Owing at that time.

Availability Period means, in respect of a Facility, the period from the date of this document to the Expiry Date.

Banking Day means a day other than:

(a) a Saturday or Sunday;

(b) a public holiday in Sydney and/or the capital city of the Governing Law Jurisdiction; and/or

(c) for any currency other than Australian Dollars, a public holiday in the principal financial centre of the currency involved in the transaction or in the principal financial centre for US currency.

BBSY means the rate determined by NAB which is equal to the higher of zero and the "bid rate" administered by ASX Benchmarks displayed on page BBSY of the Thomson Reuters Screen on the first day of that Pricing Period for a period equal to that Pricing Period (or where the Pricing Period is less than 1 month, a period of 1 month) and which starts on that day. If such rate is not available or if, in NAB's reasonable opinion, the rate becomes inappropriate, the Floating Rate will be the rate reasonably determined by NAB to be the appropriate

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equivalent rate, having regard to the prevailing market.

Beneficiary means, in relation to a Standby Letter of Credit, the person to whom the Standby Letter of Credit is to be, or has already been, issued and any assignee of such person.

Cut-Off Time means:

(a) in respect of a Drawdown under an Overseas Currency Loan Facility, 2 Banking Days prior to the proposed Drawdown Date; and

(b) in respect of a Drawing under any other Facility, the period prior to the proposed Drawdown Date as determined by NAB from time to time which is subject to change without notice and which can be notified to the Borrower upon request.

Facility means a facility in respect of which these Global Trade Finance Specific Conditions apply, as stated in the Details.

Issue Date means the date on which a Letter of Credit is issued or to be issued.

Letter of Credit means a documentary letter of credit or a standby letter of credit issued by NAB pursuant to a Facility.

LIBOR means the higher of zero and the following rate determined as of 11.00am London time at the time of the Drawing and for a period equal in length to the Term of Drawing:

(a) the London interbank offered rate administered by the IntercontinentalExchange Group (ICE) Benchmark Administration (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate); or

(b) if the above rate is not available for the currency or relevant period, then the rate for that period will be the rate reasonably determined by NAB to be the appropriate equivalent rate, having regard to the prevailing market.

Maximum Liability means, in respect of a Letter of Credit, the amount specified in that Letter of Credit as the maximum liability (exclusive of interest on that maximum liability) under that Letter of Credit.

Utilisation means the issue of a Letter of Credit by NAB at the Borrower's request.

Value Balance has the meaning given to it under the "NAB Foreign Currency Account - Onshore Terms and Conditions".

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NAB BUSINESS MARKETS FACILITY SPECIFIC CONDITIONS

1. ADDITIONAL CONDITIONS PRECEDENT

The following additional conditions precedent apply in relation to any Drawing:

(a) The proposed Drawing is allocated to a Business Markets Facility Component by either:

(i) the Borrower giving NAB at least 1 Business Day's prior notice of the allocation, in a form acceptable to NAB, before the proposed Drawdown Date (which notice will be irrevocable once given); or

(ii) NAB by doing so in accordance with clause 2.

(b) The allocation of Drawings to each Business Markets Facility Component must be such that:

(i) the initial Drawing does not occur before the Commencement Date (if any) or after the Last Date for Initial Drawdown (if any);

(ii) the Maturity Date for each Drawing always falls on the last day of a Pricing Period;

(iii) each of the Maturity Date and the last day of a Pricing Period for any Drawing are not later than the Expiry Date for the Facility;

(iv) the total of all outstanding Drawings does not exceed the Facility Limit;

(v) the total of all outstanding Drawings allocated to the Floating Amount or the Cap Amount does not exceed the corresponding Business Markets Facility Component Limit;

(vi) the total of all outstanding Drawings allocated to the Fixed Amount or the Flexible Maturity Fixed Amount is at all times equal to the corresponding Business Markets Facility Component Limit; and

(vii) the terms of any agreed Drawdown Schedule are met.

2. DRAWING

(a) Where the total of all Drawings allocated by the Borrower to the Business Markets Facility Components pursuant to clause 1(a)(i) is less than the Facility Limit, NAB will allocate the remaining balance of Drawings which have not been allocated by the Borrower to the Floating Amount.

(b) Unless NAB receives notice from the Borrower in accordance with clause 1(a)(i), any Drawing that has been allocated by the Borrower to the Fixed Amount, Cap Amount or Flexible Maturity Fixed Amount will automatically be assigned by NAB to the Floating Amount on the day after the Maturity Date for that relevant Drawing and the Business Markets Facility Component Limit for the Floating Amount will automatically increase by the amount (if any) necessary to accommodate that Drawing.

(c) Subject to clause 7 (Redraw), any amount repaid or prepaid may not be redrawn.

3. REPAYMENT, PREPAYMENT AND CANCELLATION

3.1 Repayment

(a) The Borrower must make such repayments as are required for it to comply with the Amortisation Schedule (if any).

(b) The Borrower must repay to NAB the Amount Owing in respect of the Facility in full on the Termination Date.

3.2 Prepayment

The Borrower may prepay all or any part of the Balance Owing:

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(a) to the extent it is subject to a Floating Rate or a Cap Rate provided that the Borrower gives NAB at least 1 Business Day notice in a form acceptable to NAB, subject to payment of any applicable Premium; and

(b) otherwise, if NAB agrees that the Borrower may make a prepayment provided that the Borrower:

(i) gives NAB at least 7 days notice in a form acceptable to NAB; and

(ii) pays all Economic Costs (if any) and other applicable fees specified in the Details.

4. CANCELLATION AND REDUCTION OF LIMITS

(a) NAB may cancel the Available Facility on the Last Date for Initial Drawdown (if any).

(b) The Borrower may cancel all or any part of the Available Facility (including any undrawn Business Markets Facility Component Limit) at any time.

(c) The Facility Limit and relevant Business Markets Facility Component Limit(s) automatically reduce:

(i) by the amount of any cancellation or reduction; and

(ii) on the dates and by the amounts specified in the Amortisation Schedule (if any).

(d) If a Facility Limit or any other limit applicable to the Facility is scheduled to change on a day that is not a Banking Day, that change will not take effect until the following Banking Day unless otherwise stated in these Specific Conditions or unless otherwise agreed, and interest, fees and charges will be payable accordingly.

5. INTEREST

5.1 Pricing Period

(a) Each Facility will have one Pricing Period at a time, which will apply to all Business Markets Facility Components at the same time. Subject to clauses 5.1(c) and (d), each Pricing Period will be of the same length, unless otherwise agreed by NAB.

(b) The Interest Rate applicable to each Drawing made during a Pricing Period will be determined as of the first day of that Pricing Period.

(c) NAB can adjust a Pricing Period where necessary so that:

(i) the first Pricing Period commences on the First Drawdown Date;

(ii) a subsequent Pricing Period commences on the day after the expiry of the preceding Pricing Period;

(iii) a Pricing Period must start on a Business Day;

(iv) a Pricing Period must not end after the Expiry Date;

(v) all Drawings under the Facility will have the same Pricing Period;

(vi) when a Pricing Period ends it does not result in the Facility Limit or any Business Markets Facility Component Limit being exceeded at any time; and

(vii) the terms of any agreed Drawdown Schedule are met.

(d) For the avoidance of doubt, if a Pricing Period ends on a day that is not followed by a Business Day, NAB may extend that Pricing Period accordingly (except where this would be contrary to paragraph 5.1(c)(iv)above, in which case NAB may shorten the Pricing Period).

5.2 Interest Rate

(a) For each Business Markets Facility Component that is:

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(i) part of the Fixed Amount or Flexible Maturity Fixed Amount, the Interest Rate for a Pricing Period is the relevant Fixed Rate;

(ii) the Floating Amount, the Interest Rate for a Pricing Period is the Floating Rate; and

(iii) part of the Cap Amount, the Interest Rate for a Pricing Period is the lower of the Cap Rate and the Floating Rate.

(b) The Interest Rate used to calculate the interest payable for a Facility in relation to a Pricing Period:

(i) will be the weighted average of the Interest Rates applicable to each Business Markets Facility Component for that Pricing Period;

(ii) unless otherwise stated, will be confirmed by NAB in writing generally within 7 Business Days after the start of the Pricing Period; and

(iii) will be recalculated by NAB and may change for the remainder of a Pricing Period if repayments or further Drawings are made during that Pricing Period.

(c) Generally, the Interest Rates, as a percentage rate, applicable to a Facility will be set out in the Drawdown Schedule. Where a percentage rate is not set out in the Drawdown Schedule for an applicable Interest Rate or where the percentage rate is stated to be 'indicative only', the Interest Rate will be the rate NAB advises as determined by NAB on or before the day the first Drawing is made under the Facility.

(d} On the date the first Drawing is made under the Facility, the Borrower can contact NAB before the first Drawing is made to ascertain the rate that will apply to the first Pricing Period.

(e) The rate quoted by NAB is only valid for, and only applies to, the Drawing if the Borrower makes its first Drawing by 3.30 p.m. Sydney time that day and will lapse if the Drawing is not made by 3.30 p.m. Sydney time that day.

(f) The Borrower can contact NAB to confirm the Interest Rate applying to a Pricing Period.

(g) Provided no Default is continuing, the Interest Rate that applies to a Business Markets Facility Component for a Pricing Period remains constant during the term of that Pricing Period, whether or not further Drawings or repayments are made.

5.3 Payment of Interest

(a) Interest for each day is calculated by applying the Daily Interest Rate to the Balance Owing at the end of that day (excluding any amount to which a Default Interest Rate applies).

(b) The Borrower must pay accrued interest in respect of:

(i) each Pricing Period, on the first or second Banking Day (as advised by NAB) after the expiry of that Pricing Period; and

(ii) the last Pricing Period, for the period up to and including the Termination Date, on the Termination Date.

6. ECONOMIC COSTS AND ECONOMIC BENEFITS

(a) If an Economic Event occurs, Economic Costs or Economic Benefits may arise.

(b) NAB determines the amount of Economic Benefits by determining the net amount of returns and gains obtained by it in connection with the Economic Event including any amount determined by it to have been gained by reason of:

(i) changes in the rates applicable to the Facility (all other things being equal); or

(ii) the liquidation of deposits or other funds, or the termination or reversing of any swap or option agreement or other agreement or arrangement entered into by NAB (either generally in the

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course of its business or specifically in connection with this document) to fund or maintain the Facility or to hedge, fix or limit its effective cost of funding in relation to the Facility.

(c) NAB will notify the Borrower of the amount of any Economic Benefits that arise, as determined by it in accordance with this clause 5 (Economic Costs and Economic Benefits), and will pay the Borrower that amount within 7 Business Days of such notification.

(d) Economic Costs•are calculated and are payable in accordance with the General Terms.

7. OPTION TO EXTEND: NAB BUSINESS MARKETS - FLEXIBLE MATURITY FIXED RATE LOAN

(a) The Borrower may extend the Maturity Date for any Drawing that has been allocated to the Flexible Maturity Fixed Amount so that it ends on the Extended Maturity Date by giving NAB written notice at least 2 Banking Days before the expiry of the Initial Maturity Date for that Drawing.

(b) Any Extended Maturity Date for a Drawing under clause ?(a) must:

(i) always occur on the last day of a Pricing Period; and

(ii) not exceed the Expiry Date for the Facility.

8. REDRAW

(a) The Borrower may redraw up to the amount by which the Floating Amount or the Cap Amount is less than the relevant Business Markets Facility Component Limit.

(b) The Borrower must not redraw or request to redraw if anything has occurred that cold materially affect its ability to repay the Amount Owing, as it will exist after the redrawing, in accordance with the terms of this document.

9. PREMIUM PAYABLE ON TERMINATION

If the Facility terminates before all instalments are paid, then the Borrower must pay NAB the full amount of the Premium (if any) less any instalments paid before such termination.

10. DEFINITIONS

For the purposes of these NAB Business Markets Facility Specific Conditions:

Available Facility means, in respect of the Facility at any time, the Facility Limit less the Balance Owing at that time.

Availability Periodmeans, in respect of the Facility, the period from the date of this document to the Termination Date.

Banking Day means a day other than a Saturday or Sunday, or a day gazetted as a public holiday in Sydney or every state and territory of Australia.

Business Lending Rate for a Pricing Period means NAB's Business Lending Rate for Drawings with a tenor which is equal to the Pricing Period, as determined by NAB in its absolute discretion on the first day of the Pricing Period. NAB's Business LendingRate is linked to:

(a) the rate determined by NAB which is equal to the higher of zero and the "bid rate" administered by ASX Benchmarks displayed on page BBSY of the Thomson Reuters Screen on the first day of that Pricing Period for a period equal to that Pricing Period (or where the Pricing Period is less than 1 month, a period of 1 month) and which starts on that day;

(b) if the rate for a Pricing Period cannot be determined in accordance with the paragraph above or if, in NAB's reasonable opinion, the rate becomes inappropriate, the rate reasonably determined by NAB to be the appropriate equivalent rate having regard to the prevailing market; and

(c) the minimum return margin NAB requires from time to time.

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NAB will periodically publish one or more indicative Business Lending Rates on nab.com.au and the Borrower can contact NAB for information about current rates.

Business Markets Facility Component means the Floating Amount and each separate component (if any) of the Fixed Amount, the Flexible Maturity Fixed Amount, the Floating Amount and the Cap Amount.

Business Markets Facility Component Limit means, in respect of the:

(a) Floating Amount, the maximum aggregate sum that may be drawn down under the Floating Rate Business Markets Facility Component;

(b) Fixed Amount, the maximum aggregate sum that may be drawn down under one or more Fixed Rate Business Markets Facility Components;

(c) Flexible Maturity Fixed Amount, the maximum aggregate sum that may be drawn down under one or more Flexible Maturity Fixed Rate Business Markets Facility Components; and

(d) Cap Amount, the maximum aggregate sum that may be drawn down under one or more Cap Rate Business Markets Facility Component,

as set out in the Details and subsequently set out in the Drawdown Schedule for the Business Markets Facility Component, as amended from time to time.

Cap Amount means that part of the Facility that can be subject to any of the Cap Rate or Floating Rate, depending on their value, as determined in accordance with this document.

Cap Rate means, in respect of each Cap Rate Business Markets Facility Component, the cap rate specified in the Drawdown Schedule or as otherwise determined in accordance with this document.

Commencement Date means, in respect of the Facility, the commencement date (if any) specified in the Details.

Economic Benefit means the amount determined in accordance with clause 6(b).

Extended Maturity Date means, in respect of the Facility, the extended maturity date as set out in the Drawdown Schedule.

Facility means a NAB Business Markets Facility - Flexible Rate Loan.

First Drawdown Date means, in respect to the Facility, the first Drawdown Date.

Fixed Amount means that part of the Facility that is subject to a Fixed Rate.

Fixed Rate means, in respect of each Fixed Rate Business Markets Facility Component, the fixed rate specified in the relevant Drawdown Schedule or as otherwise determined in accordance with this document.

Flexible Maturity Fixed Amount means the part of the Facility that is subject to a Fixed Rate and to which clause 6 (Option to Extend: NAB Business Markets - Flexible Maturity Fixed Rate Loan) applies.

Floating Amount means that part of the Facility that is subject to a Floating Rate only.

Floating Rate means, in respect of the Facility, the rate specified in the Details.

Initial Maturity Date means, in respect to the Facility, the initial maturity date specified in the Drawdown Schedule.

Last Date for Initial Drawdown means, in respect of the Facility, the last date for initial drawdown specified in the Details.

Maturity Date means the date on which a Fixed Rate Period is due to expire.

Premium means the "Cap Rate Premium" specified in the Details.

Pricing Period means a period determined in accordance with the Details and clause 5.1, as adjusted in accordance with clauses 5.1(c) and (d).

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OVERDRAFT FACILITY SPECIFIC CONDITIONS

1. ADDITIONAL CONDITIONS PRECEDENT

The Facility must, at all times, be linked to an approved transaction account held with NAB solely in the Borrower's name (or if there are two or more Borrowers, held jointly by each Borrower) and not with any other person.

2. DRAWING

Any amount paid or repaid to the credit of the Facility is available for redraw in accordance with the terms of this document.

3. REPAYMENT AND CANCELLATION

3.1 Repayment

The Borrower must repay all or part of the Balance Owing on demand by NAB.

3.2 Cancellation

(a) The Facility can be cancelled or the Facility Limit reduced by NAB or the Borrower at any time, even if it has an Expiry Date and even if this means the new Facility Limit is lower than the Balance Owing.

(b) The Facility Limit automatically reduces by the amount of any cancellation or reduction.

4. INTEREST

4.1 Payment of Interest

The Borrower must pay:

(a) all accrued interest on the last Business Day of each month (excluding interest for that day, which is included in the amount payable in the following month); and

(b) all accrued but unpaid interest on the Termination Date.

4.2 Calculation of Interest

(a) Unless otherwise provided, interest for each day is calculated by applying the Daily Interest Rate to the Balance Owing at the end of that day (excluding any amount to which a Default Interest Rateapplies).

(b) Where tiered interest rates apply (see Details), clause 4.2(a) does not apply and the interest for each day is the aggregate of:

(i) the Daily Interest Rate for Tier One, multiplied by that part of the Balance Owing at the end of that day that falls within Tier One; and

(ii) the Daily Interest Rate for Tier Two, multiplied by that part of the Balance Owing at the end of that day that falls within Tier Two,

in each case excluding any amounts to which the Default Interest Rate applies.

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5. FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY

If a Facility is a Farm Management Account Overdraft Facility, NAB may require that all, or an agreed part, of the Borrower's gross business income is credited to the Loan Account.

6. DEFINITIONS

For the purposes of these Overdraft Facility Specific Conditions:

Available Facility means, in respect of a Facility at any time, the Facility Limit less the Balance Owing at that time.

Availability Period means, in respect of a Facility, the period from the date of this document to the Termination Date.

Facility means a facility in respect of which these Overdraft Facility Specific Conditions apply, as stated in the Details.

Farm Management Account Overdraft Facility means any Facility titled "Farm Management Account Overdraft Facility" in the Details.

Tier One means the tier one amounts in respect of a Facility specified in the Details.

Tier Two means tier two amounts in respect of a Facility specified in the Details.

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GENERAL CONDITIONS -

FINANCE AGREEMENT

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General Conditions - Table of Contents

1.	ABOUT THIS DOCUMENT.	49
2.	FACILITIES.	64
3.	CONDITIONS PRECEDENT.	64
4.	REPAYMENT.	67
5.	CANCELLATION AND PREPAYMENT.	67
6.	INTEREST.	67
7.	PARTNERS, RESPONSIBLE ENTITIES AND TRUSTEES.	67
8.	REPRESENTATIONS AND WARRANTIES.	68
9.	UNDERTAKINGS.	71
10.	FINANCIAL COVENANTS AND HEDGING.	75
11.	EVENTS OF DEFAULT.	76
12.	APPOINTMENT OF CONSULTANTS.	78
13.	CHANGE OF CONTROL.	78
14.	REVIEW.	79
15.	OPEN TREASURY TRANSACTIONS.	80
16.	COSTS AND TAXES.	80
17.	FEES.	81
18.	PAYMENTS.	81
19.	GST.	82
20.	INCREASED COSTS.	82
21.	ECONOMIC COSTS.	83
22.	CURRENCY INDEMNITY.	84
23.	OTHER INDEMNITIES.	85
24.	SET-OFF.	85
25.	LIABILITY FOR REGULATORY EVENTS.	85
26.	ANTI-MONEY LAUNDERING.	86
27.	GUARANTEE AND INDEMNITY.	86
28.	POWER OF ATTORNEY.	89
29.	ASSIGNMENT AND CHANGES TO THE OBLIGORS.	89
30.	CONFIDENTIALITY.	91
31.	COMMUNICATIONS AND NOTICES.	92
32.	ACCOUNTS AND CERTIFICATES.	93
33.	ACCOUNTING FOR TRANSACTIONS.	93
34.	STATEMENTS OF ACCOUNT.	94
35.	BANKING CODE OF PRACTICE.	94
36.	GENERAL PROVISIONS.	94
37.	GOVERNING LAW AND JURISDICTION.	97
38.	ACKNOWLEDGEMENT.	97
ANNEXURES		98

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GENERAL TERMS

1. ABOUT THIS DOCUMENT

1.1 Interpretation rules and inconsistency

(a) Interpretation rules are set out in clause 1.4 (Interpretation).

(b) Rules to govern any inconsistency between provisions of this document or between this document and other documents are set out in clause 1.5 (Inconsistency).

1.2 This document

This document is comprised of the following parts:

(a) Details;

(b) Schedule;

(c) Property Conditions (if applicable);

(d) Specific Conditions; and

(e) General Conditions - Finance Agreement (including the Annexures).

1.3 Definitions

In this document, capitalised terms have the following meanings:

Accession Letter means a document substantially in the form set out in Annexure 4 (Form of Accession Letter).

Additional Borrower means a company which becomes an Additional Borrower in accordance with clause 29 (Assignment and Changes to the Obligors).

Additional Cross-Guarantor means a company which becomes an Additional Cross-Guarantor in accordance with clause 29 (Assignment and Changes to the Obligors).

Additional Security Provider means a person who becomes an Additional Security Provider in accordance with clause 29 (Assignment and Changes to the Obligors).

Affiliates means, in respect of an entity, each Related Body Corporate and each Related Entity of that entity and each Subsidiary of that entity (if not also a Related Body Corporate or a Related Entity of that entity).

Agency means any government or any governmental, semi-governmental or judicial entity or other authority. It also includes any self-regulatory organisation established under law.

Amortisation Schedule means, at any time, in respect of a Facility, the amortisation details specified in the Details (if any), as may be amended or replaced.

Amount Owing means all money which a Borrower (whether alone or not) is, or at any time may be, liable to pay NAB for any reason whatsoever under or in connection with the Finance Documents including the aggregate face value of any unmatured bills, the maximum amount payable by NAB under any Bank Guarantees or Letters of Credit and money by way of principal, interest, fees, Costs, indemnity, charges, duties or expenses irrespective of whether the liability is:

(a) present or future;

(b) actual, prospective, contingent or otherwise;

(c) ascertained or unascertained;

(d) in existence before or comes into existence on or after the date of this document; or

(e) a combination of any or all of the above.

Asset Finance Facility means any Facility titled "Asset Finance Facility" in the Details.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

Authorisation means:

(a) any authorisation, consent, approval, resolution, licence, exemption, filing, lodgement or registration required by any Agency or any law; or

(b) in relation to anything which is prohibited or restricted by law if an Agency takes certain actions within a specified period, the expiry of that period without the Agency taking that action.

Authorised Officer means, in respect of an Obligor:

(a) a director; or

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(b) a person appointed by that Obligor to act as such for that Obligor under a Finance Document to which it is expressed to be a party,

and whose specimen signature in that appointed capacity has been provided to NAB and who has satisfied any required Client Identification Checks.

Availability Period in respect of a Facility, has the meaning given to it in the Specific Conditions for that Facility.

Available Facility in respect of a Facility, has the meaning given to it in the Specific Conditions for that Facility.

Balance Owing:

(a) in respect of a Facility, other than a Facility listed in paragraph (b) or (c) below, means:

(i) for a Loan Account, at any time, the difference between all amounts credited and all amounts debited to that Loan Account at that time;

(ii) for a Drawing, at any time, the amount of the Drawing less any amounts of principal repaid in relation to the Drawing;

(iii) for a Facility with multiple Loan Accounts or Drawings, the sum of the amounts calculated by reference to paragraph (a) or (b) as appropriate for each such Loan Account or Drawing,

to the extent that such amount is a debit balance. Where this amount is to be calculated for the end of a day, it includes all debits and credits assigned to that day;

(b) in respect of a Credit Card Facility, at any time, means the unpaid balance (including fees and charges) on each "account" (as defined in the separate terms and conditions for the relevant Credit Card Facility) at that time; and

(c) in respect of an Asset Finance Facility, at any time, means the aggregate of:

(i) the "loan balance" under each "loan agreement" at that time; and

(ii) the amount calculated by NAB under each "lease agreement" and "hire purchase agreement" as representing the aggregate at that time of:

(A) the total "rental instalments" payable over the remaining part of the "term"; plus

(B) the "residual value" (if any); plus

(C) any other amount due and payable but not paid at that time; less

(D) the amount of interest attributed to the "rental instalments" falling due and payable after that time,

where each term within inverted commas has the meaning given to it in the Master Asset Finance Agreement.

Bank Guarantee means a bank guarantee, if any, issued by NAB under or in connection with this document.

Beneficiary means any beneficiary under a Trust.

Bill Facility means any Facility with the words "Bill Facility" in its title as stated in the Details.

Borrower means an Original Borrower or an Additional Borrower.

Business Day means a day other than a Saturday, Sunday or public holiday in every state and territory of Australia.

Change of Control has the meaning described in clause 13 (Change of Control).

Client Identification Checks means, at any time, any client identification or similar checks or procedures required in connection with any law or NAB's policies and procedures from time to time.

Commercial Consignment has the meaning given in the PPSA.

Compliance Certificate means a certificate in substantially the form of Annexure 2 setting out (in reasonable detail) computations as to compliance with clause 10.1 (Financial Covenants) as at the applicable date or for the applicable period and confirming that no Default or Review Event (if any) is continuing, signed by two Authorised Officers of the Obligor and otherwise in form and substance satisfactory to NAB.

Compliance Committee means, in respect of a Scheme, the compliance committee of the Scheme established in accordance with Part 5C.5 of the Corporations Act.

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Compliance Plan means, in respect of a Scheme, the plan complying with Part 5C.4 of the Corporations Act and lodged with ASIC under section 601EA of the Corporations Act.

Constitution means, in respect of a Scheme, the constitution of the Scheme made by the Responsible Entity from time to time and, at the date of this document, having the details set out in the Schedule.

Contested Tax means a Tax payable by an Obligor where the Obligor:

(a) is contesting the liability in good faith and in accordance with proper procedures;

(b) is not required by applicable law to pay the Tax prior to contesting its liability; and

(c) has satisfied NAB that it has set aside sufficient reserves of liquid assets to pay the Tax and any fine, penalty or interest payable if the contest is unsuccessful.

Controller has the meaning given to the term in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Costs means costs, charges, fees and expenses, including those incurred in connection with NAB's internal and external legal advisers (on a full indemnity basis) and professional consultants.

Credit Card Facility means any Facility titled "NAB Qantas Business Signature Card Facility" or "NAB Business Card Facility" in the Details.

Cross-Guarantor means an Original Cross-Guarantor or an Additional

Cross-Guarantor, unless it has ceased to be a Cross-Guarantor in accordance with clause 29 (Assignment and Changes to the Obligors).

Custodian means, at any time, the custodian of the Scheme Property from time to time and, at the date of this document, is the person identified as such in the Schedule, if any.

Custody Agreement means, in relation to a Scheme, the agreement between the Responsible Entity and the Custodian from time to time and, as at the date of this document, the agreement described as such in the Schedule, if any.

Customer Margin means, in respect of a Facility, the customer margin specified in the Details for that Facility or as otherwise agreed.

Daily Interest Rate means, for any day:

(a) in relation to a Global Trade Finance Facility, the Interest Rate applying to the Facility or Drawing (as the case may be) on that day divided by 360 or, in the case of Dollars or any other currency for which the relevant interbank market practice differs, 365; and

(b) in relation to any other Facility (or any part of such a Facility), the Interest Rate applying to the Facility (or that part of the Facility) on that day divided by 365.

Deed of Cross Guarantee means a deed substantially in the form of a pro forma deed issued or otherwise approved by ASIC in order to satisfy ASIC class order eligibility requirements for relief from certain Corporations Act financial reporting obligations.

Default means an Event of Default or a Potential Event of Default.

Default Interest Rate means:

(a) in respect of a Facility, the default interest rate as formulated in accordance with the Details for that Facility or, if no such rate is described in the Details for that Facility or if the amount is not referable to a particular Facility, the total of NAB's Base Indicator Rate plus a margin of 1% per annum or such lesser margin as NAB elects to apply; and

(b) in respect of any amount payable under a Finance Document that is not in respect of a particular Facility, such as a fee incurred in connection with engaging a professional consultant, the default interest rate under any Facility NAB may select,

or as otherwise agreed or amended as contemplated in this document

Deposit Letter means a security agreement in the form required by NAB from time to time which grants NAB an Encumbrance over a deposit account.

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Details means, at any time, the details set out in the Facility Details section of this document, as may be amended from time to time as contemplated in this document.

Dollars, Australian Dollars or$ means the lawful currency of Australia, unless otherwise stated in this document.

Drawdown Date means:

(a) for a Facility other than a Bill Facility, the date on which a Drawing is made; and

(b) for a Bill Facility, the date on which a bill is accepted, discounted or endorsed under a Facility.

Drawdown Notice means a notice or other communication requesting a Drawing or otherwise giving instructions in relation to a Drawing, in a form and substance acceptable to NAB (including a notice substantially in the form of Annexure 3).

Drawdown Schedule means, in respect of a Facility, the drawdown schedule specified in the Details for that Facility (if any) or any drawdown schedule provided to the relevant Borrower by NAB.

Drawing means, in respect of a Facility, a provision offinancial accommodation (including, if applicable, the acceptance, discounting and endorsement of bills and the issue of Bank Guarantees and Letters of Credit) under that Facility.

Economic Costs has the meaning described in clause 21.

Economic Event has the meaning described in clause 21.

Encumbered Property means any asset, property or right the subject of an Encumbrance under a Security Document.

Encumbrance means:

(a) a security agreement, bill of sale, mortgage, charge, pledge, lien, trust or other security interest securing any obligation of any person and includes a security interest within the meaning of section 12 of the PPSA;

(b) any title retention arrangement;

(c) any right, interest, agreement, notice or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts or not repayable in certain circumstances;

(d) any third party right or interest or any right arising as a consequence of the enforcement of a judgment;

(e) any right that a person (other than the owner) has to remove something from land (known as a profit a prendre), easement, public right of way, restrictive covenant, positive covenant, lease or licence to use or occupy;

(f) any right of set-off, assignment of income, garnishee order or monetary claim;

(g) equity, interest or writ of execution;

(h) any security deposit;

(i) any option; or

U) any other agreement, notice or arrangement having a similar effect as any of the items set out in paragraphs (a) to (i) (inclusive) above,

or any agreement or arrangement to create any of them or allow them to exist.

Event of Default means any event or circumstance specified as such in this document or under any other Finance Document.

Expiry Date means, in respect of a Facility, the expiry date (if any) specified in the Details for that Facility.

Facility means each facility referred to in the Details, including each Other Facility.

Facility Component means a Bill Facility Component, NAB Business Markets Facility Component or a Corporate Markets Loan Component, as the case may be, as each of those terms as defined in the relevant Specific Conditions.

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Facility Limit, at anytime:

(a) in respect of a Facility (other than a Facility to which paragraph (b) below applies), means the facility limit specified in the Details for that Facility, as reduced, cancelled or varied from time to time in accordance with this document; and

(b) in respect of a Facility with scheduled repayments or scheduled reductions of its facility limit, means the sum of:

(i) the facility limit specified in the Details for that Facility, as reduced, cancelled or varied from time to time in accordance with the document;

(ii) capitalised interest at that time; and

(iii) capitalised scheduled fees (which, for the avoidance of doubt, do not include contingent fees).

Fees Guide means NAB's "Business Banking Fees -A guide to fees and charges" as amended or replaced from time to time.

Finance Document means each of the following:

(a) this document;

(b) each Compliance Certificate;

(c)each Hedging Agreement (if applicable};

(d} each Drawdown Notice, drawdown schedule and amortisation schedule (however described);

(e) each Transactional Specific Document;

(f) each Security Document;

(g)each Accession Letter;

(h}each Deposit Letter;

(i) each other document referred to in the "Other Conditions" section of the Details;

0) any other document or agreement NAB and a Borrower agree in writing is a Finance Document,

and each document, agreement or notice entered into, or given, under or for the purpose of amending, novating or acceding to, any of the above.

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised under any acceptance credit, or bill acceptance, discount or endorsement facility;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GMP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any redeemable shares where the holder has the right, or the right in certain conditions, to require redemption;

(g) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(h) consideration for the acquisition of assets or services payable more than 90 days after acquisition;

(i) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value will be taken into account);

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U) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to U) above,

irrespective of whether the indebtedness is:

{I) present or future;

(m) actual, prospective, contingent or otherwise;

(n) at any time ascertained or unascertained;

(o) owed or incurred alone or severally or jointly or both with any other person; or

(p) a combination of any of the above.

Financial Statements means:

(a) a statement of comprehensive income (otherwise known as a statement of financial performance or profit and loss statement);

(b) a statement of financial position;

(c) a statement of cash flow; and

(d) a statement of changes in equity,

together with any notes to those documents and any accompanying reports, statements, declarations and other documents or information.

Fixed Rate Period means, in respect of a Facility or a Drawing, the period during which a specific interest rate or yield rate will apply and will not change.

Foreign Currency Overdraft Facility means any Facility titled "Foreign Currency Overdraft Facility" in the Details.

GAAP means accounting standards, principles and practices applying by law or otherwise which are generally accepted and consistently applied in Australia.

General Conditions means the provisions set out in the General Conditions - Finance Agreement section of this document.

General Terms means the conditions set out in this General Terms section of the General Conditions - Finance Agreement.

Global Trade Finance Facility means any Facility to which the Global Trade Finance Specific Conditions apply, as stated in the Details.

Goods has the meaning given in the PPSA.

Governing Law Jurisdiction means the jurisdiction specified as such in the Schedule.

Group means each Borrower and each of its Related Bodies Corporate and Subsidiaries (if not also a Related Body Corporate) or the group or groups of entities (if any) listed as such in the Schedule.

GST means Goods and Services Tax as imposed under the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guarantee means (other than in clause 27 (Guarantee and Indemnity)) any guarantee, letter of credit,. bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness or to assure any creditor against loss.

Head Company means the head company (as defined in the Tax Act) of a Tax Consolidated Group.

Hedging Agreement means each derivative transaction protecting against or benefiting from fluctuations in any rate or price, which is entered into or to be entered into by an Obligor with NAB,

including any novation agreement, master agreement and transaction or confirmation under or relating to them.

Increased Costs has the meaning given to it under clause 20(b).

Indicator Rate means, for any day, in respect of a Facility, the relevant type of indicator rate specified in the Details for that Facility where the amount is as:

(a) advised in writing by NAB to the relevant Borrowers;

(b) published or otherwise advised by NAB from time to time on NAB's website; and/or

(c) advertised by NAB in the local or national press.

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Insolvency Event means, in respect of a person, any of the following events:

(a) it is (or states it is) an insolvent under administration or insolvent (each as defined in the Corporations Act);

(b) it has an administrator, liquidator, provisional liquidator, Controller or any other kind of insolvency administrator appointed to it orto any part of its property, or they are or any part of its property is placed under any other formal or informal kind of insolvency administration;

(c) an application is made to a court for an order, or an order is made, that it be wound up;

(d} it resolves or take any action to wind up itself up, or otherwise dissolve itself, or it is otherwise wound up or dissolved, except to reconstruct or amalgamate while solvent on terms pre-approved by NAB in writing;

(e) execution or distress or any other process is levied or attempted or imposed against or over any of its undertaking, property or assets;

(f) a compromise, arrangement, assignment, moratorium or composition is proposed with, or becomes effective in relation to, its creditors or any class of its creditors (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by NAB in writing);

(g) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 5 Business Days), a resolution is passed, a proposal is put forward, a meeting is convened, or any other action is taken, in each case in connection with it, which is preparatory to or could result in any of the things referred to in paragraphs (a) to (f) (inclusive) above;

(h) it is taken (under section 459F of the Corporations Act) to have failed to comply with a statutory demand;

(i) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or they make a statement from which NAB reasonably deduces it is so subject);

0) it takes any step to obtain protection, or are granted protection, from creditors, under any applicable law;

(k) it is deregistered for whatever reason;

(1) it commits an act of bankruptcy within the meaning of Bankruptcy Act 1966 (Cth);

(m) it becomes a bankrupt as defined in Bankruptcy Act 1966 (Cth) or action is taken which could result in that event;

(n) it is otherwise unable to pay its debts when they fall due; or

(o) something having a substantially similar effect to any of the things referred to in paragraphs (a) to (n) (inclusive) happens in connection with it under any law.

Intellectual Property means all trade secrets, confidential information, know-how, patents, trade marks, designs (whether registered or unregistered), copyright, and computer programs.

Interest Period means, in respect of a Facility, the period for which interest is calculated and charged as stated, or selected if provided for, in this document or as otherwise agreed.

Interest Rate means, at any time in respect of a Facility, the per annum rate of interest applicable to that Facility or part of that Facility as formulated in accordance with the Details for that Facility or as otherwise agreed or amended as contemplated in this document.

Interested Person has the meaning given to that term for the purposes of section 275 of the PPSA, and includes:

(a) any person granting an Encumbrance;

(b) a person with another Encumbrance in the same property in which NAB has an Encumbrance;

(c) if a person granting an Encumbrance is a body corporate, an auditor of that person;

(d) an execution creditor with an interest in the property in which NAB has an Encumbrance;

(e) an authorised representative of any of the above.

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Ipso Facto Event means a Borrower is the subject of:

(a) an announcement, application, compromise, arrangement, managing controller, or administration as described in section 4150(1), 434J(1) or451E(1) of the Corporations Act; or

(b) any process which under any law with a similar purpose may give rise to a stay on, or prevention of, the exercise of contractual rights.

Letter of Credit means a documentary letter of credit or a standby letter of credit issued by NAB pursuant to a Facility.

Loan Account means an account with NAB for the purposes of recording transactions in connection with a Facility and includes, in relation to an overdraft (including a Foreign Currency Overdraft Facility), the associated transaction account.

Mandatory Prepayment Period means, in respect of a Review Event, the period specified as such in the Schedule which begins on the date on which NAB gives notice to the Borrowers under clause 14.5(c).

Market Rate Facility means any Facility titled "Market Rate Facility" in the Details.

Marketable Security means:

(a) a "marketable security" as defined in the Corporations Act;

(b) a negotiable instrument;

(c) a unit or other interest in a trust, partnership or Registered Scheme; and

(d) a right or an option in respect of any of paragraphs (a), (b) or (c), whether issued or unissued.

Master Asset Finance Agreement means a master asset finance agreement in NAB's standard form.

Material Adverse Effect means any material adverse effect (in the opinion of NAB) on:

(a) the assets, business, operations, affairs, property, condition (financial or otherwise) or prospects of any Obligor or of the Obligors taken as a whole;

(b) the ability of an Obligor to perform its obligations under any Finance Document to which it is expressed to be a party; or

(c) the validity, enforceability or priority of any Finance Document or an Encumbrance provided for by any Finance Document, or the rights or remedies of NAB under any Finance Document.

Material Authorisation means, for an Obligor, any Authorisation required:

(a) to enable it to lawfully enter into and exercise its rights and comply with its obligations under each Finance Document to which it is expressed to be a party;

(b) to enable it to own its assets and to carry on its business;

(c) to make each Finance Document to which it is expressed to be a party admissible in evidence in its jurisdiction of incorporation.

Material Documents means:

(a) each of the documents (if any) identified as such in the Schedule;

(b) the constitution of each Obligor that is a corporation or an incorporated association;

(c) each Trust Deed (if any);

(d) each Partnership Document (if any);

(e) each Scheme Document (if any); and

(f) each other document NAB and a Borrower agree in writing is a Material Document.

NAB Business Markets Facility means any Facility titled "NAB Business Markets - Flexible Rate Loan" in the Details.

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NAB Corporate Markets Loan means any Facility titled "NAB Corporate Markets Loan" in the Details.

Negotiation Period means, in respect of a Review Event, the period specified as such in the Schedule which begins on the date on which NAB becomes aware of the occurrence of the Review Event.

Nominated Account means, in respect of a Facility, the NAB account described in the Details as being the nominated account for that Facility, or such other bank account nominated from time to time by the relevant Borrower and acceptable to NAB and, on the date of this document, is the bank account described as such in the Details for that Facility.

Obligor means a Borrower, Cross-Guarantor or Security Provider.

Original Borrower means each person listed as a borrower in Item 1 (Ob/igors and Group) of the Schedule.

Original Cross-Guarantor means each person listed as a cross-guarantor in Item 1 (Obligors and Group) of the Schedule.

Original Obligor means an Original Borrower, Original Cross-Guarantor or Original Security Provider.

Original Security Provider means each person listed as a security provider in Item 1 (Obligors and Group) of the Schedule.

Other Facility means any facility referred to in the Details under the heading "Other Facilities".

Package means any product with the words "Package" or "Multi-Option" in its name.

Partner means, in respect of a Partnership, the relevant Obligor which is a partner in the Partnership.

Partnership means, at any time, a partnership in respect of which an Obligor is a partner at that time and includes each partnership specified in the Schedule.

Partnership Agreement means, in respect of a Partnership, the instrument establishing, or setting out the terms of, the Partnership and any other constituent documents relating to the Partnership.

Partnership Documents means, in respect of a Partnership:

(a) the Partnership Agreement;

(b) any other documents described as such in the Schedule; and

(c) each other document which an Obligor and NAB agree in writing is a Partnership Document.

Partnership Property means, in respect of a Partnership, all assets, rights, property and undertaking which are the subject of the Partnership:

(a) of whatever kind and wherever situated; and

(b) whether present or future.

Partnership Provisions. means the provisions set out in the Partnership Provisions section of these General Conditions - Finance Agreement (if applicable).

Permitted Disposal means any sale, lease, transfer or other disposal on arm's length terms and for market consideration:

(a) made with NAB's prior written consent;

(b) made in the ordinary course of the disposing entity's business and for the purpose of carrying on the disposing entity's ordinary business;

(c) of assets in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose;

(d) of obsolete or redundant vehicles, plant and equipment for cash; or

(e) under a Permitted Encumbrance.

Permitted Encumbrance means:

(a) any of the following entered into by an Obliger in the ordinary course of its business (as conducted on the date of the agreement):

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(i) a Commercial Consignment of Goods under which that Obliger is the consignee;

(ii) a bailment, hiring arrangement or lease under which that Obliger is the bailee, hirer or lessee, that does not secure payment or performance of an obligation, but which is a PPS Lease;

(iii) retention of title terms in a contract for the supply of Goods to that Obligor,

(b) any Encumbrance created under a Finance Document;

(c) any Encumbrance created or subsisting with NAB's prior written consent (as long as any conditions stipulated for that consent are complied with); or

(d) any lien arising by operation of law (other than the PPSA) and securing obligations which are not overdue.

Permitted Financial Indebtedness means any Financial Indebtedness:

(a) incurred or subsisting under a Finance Document;

(b) incurred by an incorporated Obliger in compliance with clause 9(1)(i) (providing Financial Indebtedness); or

(c) incurred or subsisting with NAB's prior written consent (unless the consent was conditional and any of the conditions are not complied with to the satisfaction of NAB).

Potential Event of Default means any event or circumstance which would, with the lapse of time, the giving of notice, the making of any determination under any Finance Document, the fulfilment of any condition or any combination of any of the foregoing, be an Event of Default.

PPS Lease has the meaning given in the PPSA.

PPSA means the Personal Property Securities Act 2009 (Cth).

Pricing Period means, in respect of a Facility, the period set out in the Specific Conditions for that Facility (if applicable).

Pricing Review has the meaning given to it in clause 14.1 (Pricing Review Events).

Privacy Statement means the statement as contained in Annexure 7.

Property Conditions means the conditions set out in the Property Conditions section of this document (if applicable).

Range Amount has the meaning, if any, set out in the Specific Conditions for a Facility.

Receiver means a receiver, receiver and manager or controller as defined in the Corporations Act.

Recipient has the meaning as given to it in the GST Act.

Registered Scheme means a registered scheme as defined by the Corporations Act.

Regulatory Event means any:

(a) change in, or introduction of a new, law or other form of regulation;

(b) change in, or introduction of a new, practice or policy of an Agency;

(c) investigation into an Obliger or any Related Entity of an Obliger by an Agency;

(d) application for or grant of an injunction or order in respect of any Encumbrance, Facility or account held with NAB made by an Agency, or

(e) change in, or introduction of a new, code of practice or custom relating to the provision of any Service which a reasonable and prudent banker would comply with,

whether in Australia or elsewhere, that, in NAB's good faith opinion, or that of another financial institution, applies in any way to an Obliger, or Service.

Related Body Corporate means, in respect of an entity, each related body corporate (as defined in the Corporations Act) of that entity.

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Related Entity means, in respect of an entity, each related entity (as defined in the Corporations Act) of that entity.

Repricing Date, in respect of a Facility, has the meaning given to it in the Specific Conditions for that Facility (if any).

Resignation Letter means a letter substantially in the form set out in Annexure 5 (Form of Resignation Letter).

Responsible Entity means, in respect of a Scheme, the relevant Obliger which is a responsible entity of the Scheme.

Responsible Entity Provisions means the provisions set out in the Responsible Entity section of these General Conditions - Finance Agreement (if applicable).

Review Event means each event specified as such in the Schedule.

Schedule means the Key Information section of this document.

Scheme means, at any time, a Registered Scheme in respect of which an Obliger is a responsible entity and includes each Registered Scheme specified in the Schedule.

Scheme Documents means, in respect of a Scheme:

(a) the Constitution;

(b) the Compliance Plan;

(c) any other documents described as such in the Schedule; and

(d) each other document which an Obliger or the Responsible Entity and NAB agree in writing is a Scheme Document.

Scheme Property means, in respect of a Scheme, the scheme property (as defined by the Corporations Act) of the Scheme.

Security Documents means:

(a) each document, if any, specified as such in the Schedule or specified as such in an Accession Letter;

(b) each other document which creates an Encumbrance to secure the Amount Owing; and

(c) each Guarantee or Encumbrance granted in connection with this document.

Security Provider means an Original Security Provider or an Additional Security Provider unless that person has ceased to be a Security Provider in accordance with 29 (Assignment and Changes to the Obligors).

Service means any service NAB provides to the Borrower under or in relation to a Facility including making or processing any payment or issuing any document.

Specific Conditions means, at any time, the conditions set out in the Specific Facility Terms section of this document which apply to each Facility (as stated in the Details of that Facility), as may be amended from time to time in accordance with this document.

Subsidiary has the meaning given to it in the Corporations Act, but as if body corporate includes any entity. It also includes any entity required by GAAP to be included in the consolidated annual financial report of an entity or which would be required if that entity were a corporation. A trust or Registered Scheme may be a Subsidiary (and a unit or other beneficial interest in the trust or Registered Scheme is to be treated as a share accordingly) and an entity is to be treated as a Subsidiary of a trust or Registered Scheme as if that trust or Registered Scheme were a corporation.

Superannuation Laws means the Superannuation Industry (Supervision) Act 1993 (Cth), regulations made under that Act and any other instrument made under that Act or those regulations.

Supply has the meaning given to it in the GST Act.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature including any penalty, interest, fine or expense payable in connection with any failure to pay, or any delay in paying, any of the same.

Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), as the context requires.

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Tax Consolidated Group means a "Consolidated Group" or a "MEC Group" (each having the meaning given to it in the Tax Act).

Tax Invoice has the meaning given to it in the GST Act.

Taxable Supply has the meaning given to it in the GST Act.

Tenancy Schedule means a schedule of leases detailing the following information in relation to each of the leases:

(a) name of each tenant;

(b) area let by each tenant;

(c) current passing rent paid by each tenant;

(d) outgoings and outgoing recoveries;

(e) rental incentives within the next 12 months;

(f) lease start date;

(g) lease term;

(h) .lease maturity date;

(i) option term (if any);

0)rent review details;

(k) any other material or special clauses or conditions; and

(I) any other information reasonably requested by NAB.

Termination Date means, in respect of a Facility, the date being the earlier of:

(a) the Expiry Date, if any, or the last day of a facility term specified for that Facility in the Details;

(b) the date on which the Facility is cancelled in accordance with the terms of this document;

(c) the date on which the Amount Owing in respect of that Facility is due and repayable; and

(d) the date the Facility is terminated under the relevant Transactional Specific Document.

TFA means a tax funding agreement between the members of a Tax Consolidated Group which includes:

(a) reasonably appropriate arrangements for the funding of tax payments by the Head Company having regard to the position of each member of the Tax Consolidated Group; and

(b) an undertaking from each member of the Tax Consolidated Group to compensate each other member of the Tax Consolidated Group adequately for loss of tax attributes (including tax losses and tax offsets) as a result of being a member of the Tax Consolidated Group; and

(c) an undertaking from the Head Company to pay all group liabilities (as described in section 721-10 of the Tax Act) of the Tax Consolidated Group.

Threshold Amount means the amount specified as such in the Schedule.

Transaction Document means a Finance Document or a Material Document.

Transactional Specific Documents means, in respect of a Facility, the standard form documents in connection with that Facility which NAB requires an Obligor to execute or accept under or to establish that Facility.

Trust means, at any time, a trust or settlement in respect of which an Obligor is a trustee at that time and includes each trust specified in the Schedule.

Trust Deed means, in respect of a Trust, the document establishing the Trust and any other constituent document relating to the Trust.

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Trust Documents means, in respect of a Trust:

(a) the Trust Deed;

(b) all agreements or deeds between unitholders of the Trust;

(c) any other documents described as such in the Schedule; and

(d) each other document which an Obligor and NAB agree in writing is a Trust Document.

Trust Property means, in respect of a Trust, all the rights, property and undertaking which are the subject of the Trust:

(a) of whatever kind and wherever situated; and

(b) whether present or future.

Trustee means, in respect of a Trust, the relevant Obligor which is a trustee of the Trust.

Trustee Provisions means the provisions set out in the Trustee Provisions section of these General Conditions - Finance Agreement (if applicable).

TSA means an agreement between the members of a Tax Consolidated Group which takes effect as a tax sharing agreement under section 721-25 of the Tax Act and complies with the Tax Act and any law in connection with the Tax Act.

Verification Certificate means a certificate substantially in the form of, and with the attachments referred to in, Annexure 1, signed by two directors or a director and company secretary of the Obligor (if the Obliger has more than one director) or by the director of the Obligor (if the Obligor has only one director) and otherwise in form and substance satisfactory to NAB.

1.4 Interpretation

(a) Unless the contrary intention appears, in this document:

(i) a reference to an Annexure is a reference to an annexure to these General Conditions - Finance Agreement;

(ii) assets includes present and future properties, revenues, benefits and rights of every description and a reference to an asset includes any real or personal, present or future, tangible or intangible property or asset (including intellectual property) and any right, interest, revenue or benefit in, under or derived from the property or asset;

(iii) unless the context otherwise requires, a reference to a clause in:

(A) any Specific Conditions is a reference to a clause in those Specific Conditions;

(B) the Property Conditions (if applicable) is a reference to a clause in those Property Conditions; and

(C) any other part of this document is a reference to a clause in these General Terms;

(iv) a Default (other than an Event of Default) is continuing if it has not been remedied to NAB's satisfaction or waived by NAB in writing and an Event of Default is continuing if it has not been waived by NAB in writing;

(v) a reference to a Finance Document, a Transaction Document or any other document is a reference to that Finance Document, Transaction Document or other document as amended, novated, supplemented, extended, replaced or restated;

(vi) the meaning of a term is not limited by specific examples introduced by including, for example, such as or any other similar term;

(vii) the word law includes common law, principles of equity, and laws made by parliament, listing rules or business rules of a financial market, any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any Agency and if not having the force of law, with which responsible entities in the position of the relevant party would normally comply;

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(viii) a provision of law is a reference to that provision as consolidated, amended, re-enacted, replaced or varied;

(ix) NAB includes its successors in title, permitted assigns and permitted transferees;

(x) the word person includes an individual, a company, a corporation, a firm, a partnership, a joint venture, a body corporate, an unincorporated association, an authority and any combination of the foregoing;

(xi) a reference to a particular person includes the person's executors, administrators, successors and permitted substitutes (including persons taking by novation) and assigns;

(xii) a reference to a group of persons is a reference to any two or more of them jointly and to each of them individually;

(xiii) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(xiv) an agreement, representation or warranty, undertaking, obligation, covenant, indemnity or liability of or by two or more persons binds them jointly and each of them individually but an agreement, representation or warranty, undertaking, obligation, covenant, indemnity or liability of or by NAB binds NAB individually only;

(xv) a reference to any thing (including an amount) is a reference to the whole and each part of it, but nothing in this clause 1.4 (Interpretation)implies that the performance of part of an obligation constitutes performance of the obligation;

(xvi) a reference to a time of day is a reference to the time in the Governing Law Jurisdiction;

(xvii) a reference to a month means a calendar month and a reference to a quarter means a calendar quarter; and

(xviii) nothing in this document is to be interpreted against a party on the ground that the party put it forward.

(b) Words importing the singular include the plural and vice versa.

(c) Words importing a gender include any gender.

(d) . Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this document.

1.5 Inconsistency

(a) For the avoidance of doubt, this clause 1.5 (Inconsistency) takes precedence over all Finance Documents in relation to resolving any inconsistencies provided for in the sub-clauses below.

(b) Unless expressly stated otherwise, any inconsistency as between the terms of a Facility will be resolved, to the extent of the inconsistency, in the following order of priority:

(i) the Details (and where a Facility comprises part of a Package, the Details relating to the Package prevails over the Details relating to that Facility);

(ii) the Property Conditions (if any);

(iii) the Specific Conditions (and where a Facility comprises part of a Package, the Specific Conditions relating to the Package prevail over the Specific Conditions relating to that Facility);

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(iv) any additional documents referred to in the "Other Conditions" section of the Details;

(v) the Schedule;

(vi) the General Terms; and

(vii) the relevant Fees Guide.

(c) Unless expressly stated otherwise, any inconsistency as between a provision in this document and a provision in any other Finance Document will be resolved, to the extent of the inconsistency, in the following order of priority:

(i) this document;

(ii) each Hedging Agreement;

(iii) each Security Document; and

(iv) each other Finance Document.

(d) Unless expressly stated otherwise, if there is any inconsistency between a provision in the separate terms and conditions applying to an Asset Finance Facility, Credit Card Facility or Other Facility and the terms of this document, the separate terms and conditions for the Asset Finance Facility, Credit Card Facility or Other Facility (as the case may be) prevail to the extent of the inconsistency except that:

(i) the Facility Limit for the Asset Finance Facility or Credit Card Facility (as the case may be) may be changed in accordance with the Specific Conditions for a Multi-Option Facility; and

(ii) the provisions in this document relating to set-off will prevail.

1.6 Personal Property Securities (PPS) law•

(a) If:

(i) a PPS Law applies, or will at a future date apply to any of the Finance Documents or any of the transactions contemplated by them, or NAB determines that a PPS Law applies, or will at a future date apply, to any of the Finance Documents or any of the transactions contemplated by them; and

(ii) in the opinion of NAB (acting reasonably), the PPS Law:

(A) adversely affects or would adversely affect NAB's security position or the rights or obligations of NAB under or in connection with the Finance Documents; or

(B) enables or would enable NAB's security position to be improved without adversely affecting the Obligors in a material respect,

NAB may give notice to the Obligors requiring the Obligors to do anything (including amending any Finance Document or executing any new Finance Document) that in NAB's opinion is reasonably necessary to ensure that, to the maximum possible extent, NAB's security position, and rights and obligations, are not adversely affected as contemplated by clause 1.61.6(a)1.6(a)(ii)1.6(a)(ii)(A) (or that any such adverse effect is overcome), or that NAB's security position is improved as contemplated in clause 1.61.6(a)1.6(a)(ii)1.6(a)(ii)(B) and the Borrowers must comply with the requirements of that notice within the time stipulated in the notice.

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(b) In this clause 1.6 (Personal Property Securities (PPS) law), PPS Law means:

(i) the Personal Property Securities Act 2009 (Cth) (PPS Act);

.

(ii) any regulations made at any time under the PPS Act;

(iii) any provision of the PPS Act or regulations referred to in clause (ii);

(iv) any amendment to any of the above,

made at any time; or

(iv) any amendment made at any time to any other legislation as a consequence of a PPS Law referred to in clauses (i) to (iv).

(c) The Obligors waive, to the extent permitted under the PPS Law, their right to receive any notices NAB is required to give under the PPS Law (including a notice of a verification statement).

1.7 PPSA policies and steps

Each Obligor will promptly take all reasonable steps which are prudent for its business under or in relation to the PPSA including doing anything reasonably requested by NAB for that purpose. For example, the Obligor will:

(a) create and implement appropriate policies and systems; and

(b) where appropriate, take reasonable steps to identify security interests in its favour and to perfect and protect them, with the highest priority reasonably available.

1.8 Change of details

Each Obligor agrees to notify NAB at least 14 days before:

(a) it (or if it is the trustee of a trust or a partner of a partnership, the trust or the partnership) changes its name;

(b) any ABN, ARBN or ARSN allocated to it (or if it is a trustee of a trust or a partner of a partnership, the trust or the partnership) changes, is cancelled or otherwise ceases to apply to it (or if it does not have an ABN, ARBN or ARSN, one is allocated, or otherwise starts to apply, to it); and

(c) it becomes trustee of a trust, or a partner of a partnership, not stated in this document.

2. FACILITIES

2.1 The Facilities

Each Facility is made available during its Availability Period on the terms set out in this document.

2.2 Purpose and monitoring

The Borrower must apply all Drawings under a Facility for the purpose specified for that Facility in the relevant Details or for any other purpose that NAB approves in writing. NAB is not bound to monitor or verify the application of any Drawings.

3. CONDITIONS PRECEDENT

3.1 Initial conditions precedent

NAB's obligation to provide the first Drawing under any Facility to any Borrower is subject to NAB first receiving the following documents, each in form and substance satisfactory to NAB:

(a) (verification certificate) a Verification Certificate in relation to each Original Obligor and dated not earlier than 5 Business Days before the first Drawdown Date;

(b) (Finance Documents) each Finance Document duly executed by each party to that document;

(c) (Material Documents) (except for the constitution of each Obligor that is a corporation) a copy of each Material Document duly executed by each party to that document;

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(d) (Taxes and registration) evidence that each Finance Document and each Material Document:

(i) which is registrable is in registrable form and is accompanied by all executed documents necessary to register them in each relevant jurisdiction; and

(ii) has had all Taxes paid on it or, if not already paid, evidence that sufficient immediately available and transferable funds have been provided to NAB to enable the payment of any Taxes chargeable on it, together with all executed documents (including, where relevant, a statutory declaration regarding the location and value of assets) necessary to effect due payment of those Taxes;

(e) (Client Identification Checks) all documents and other information that NAB requires to enable NAB to complete any Client Identification Checks;

(f) (structure chart) a diagram showing the structure and ownership arrangements of each Group and the Obligors;

(g) (valuations) any valuation required by NAB;

(h) (insurances) a certified copy of any insurance policy required by NAB and evidence that all insurances meet the requirements of the Finance Documents;

(i) (process agent appointment) evidence of the acceptance of appointment of a process agent located in Australia for each Obligor incorporated or located outside Australia; and

U) (enquiries and searches) the results of NAB's enquiries and searches.

3.2 Further conditions precedent

NAB will only be required to provide a Drawing under a Facility if the following conditions are met:

(a) if a Drawdown Notice (however described) is required to be delivered in accordance with the Specific Conditions (or separate terms and conditions) for that Facility, NAB has received a Drawdown Notice completed and signed or submitted in accordance with clause 31(b) (Communications and Notices) by the relevant Borrower;

(b) the proposed Drawdown Date is a date during the Availability Period for that Facility and the provision of the Drawing will not cause the Balance Owing for that Facility (when aggregated with the amount of the proposed Drawing) to exceed the Facility Limit for that Facility;

(c) on the date of any Drawdown Notice and on the proposed Drawdown Date:

(i) no Default, Change of Control or Review Event is, in NAB's opinion, continuing or would result from the proposed Drawing being provided; and

(ii) each representation and warranty set out in clause 8.1 (Representations and Warranties) is correct and not misleading by reference to the then current facts and circumstances subsisting on each of those dates;

(d) all Costs due and payable to NAB as at the Drawdown Date under any Finance Document have been paid or will be paid out of the Drawing;

(e) each document listed as a "Specified Document" in the Schedule or any other conditions precedent specified in, or required under, any Finance Document have been satisfied or delivered (as the case may be) to NAB, each in form and substance satisfactory to NAB;

(f) any other document, opinion or assurance which NAB requires in connection with the entry into, delivery (if applicable) .and performance of the transactions contemplated by, or for the validity and enforceability of, any Finance Document has been delivered to NAB, each in form and substance satisfactory to NAB; and

(g) NAB has received, in form and substance satisfactory to it, all other information requested by NAB in accordance with each Finance Document.

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3.3 Certification of copies

Unless otherwise required by NAB, each document specified in respect of an Obligor in clause 3.1 (Initial conditions precedent) or clause 3.2 (Further conditions precedent) must be an original. If NAB requires a certified copy of a document, the copy must be certified by a director or secretary of that Obligor as true and complete as at a date no earlier than 5 Business Days before the first Drawdown Date.

4. REPAYMENT

(a) Each Borrower of a Facility must, in respect of that Facility, repay:

(i) each Drawing in the manner set out in the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility; and

(ii) on demand, any amount by which the Balance Owing exceeds the Facility Limit,

together with accrued interest calculated in accordance with the applicable Specific Conditions or, if no Specific Conditions apply, in accordance with the separate terms and conditions applying to that Facility on the amount referred to in clauses (i) or (ii) (as the case may be).

(b) Each Borrower of a Facility must repay the Amount Owing in respect of the Facility on its Termination Date.

5. CANCELLATION AND PREPAYMENT

5.1 Cancellation

(a) A Borrower of a Facility may, in respect of that Facility, cancel the whole or any part of a Facility in accordance with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

(b) NAB may cancel, without notice to the Borrower, each Available Facility on the last day of the relevant Availability Period.

(c) NAB may otherwise cancel a Facility in accordance  with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

5.2 Prepayment

(a) A Borrower of a Facility may, in respect of that Facility, prepay the whole or any part of the Balance Owing under that Facility in accordance  with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

(b) A Borrower of a Facility must, in respect of that Facility, prepay the Balance Owing under that Facility in the amounts and at the times specified under the heading "Mandatory Prepayment" in the Schedule.

5.3 Illegality

If NAB reasonably determines that it is or will become unlawful (or impossible in practice as a result of a change in law) in any jurisdiction for NAB to perform any of its obligations under this document or to fund or maintain any Drawing or part of a Facility:

(a) NAB will promptly notify the relevant Borrower upon becoming aware of that event;

(b) the Facility will be immediately cancelled; and

(c) the relevant Borrower must prepay the Amount Owing on the date specified by NAB in its notice

5.4 Restrictions

Unless otherwise specified in this document:

(a) no amount cancelled may be subsequently reinstated;

(b) any prepayment under this document must be made together with:

(i) accrued interest on the amount prepaid calculated in accordance with the applicable Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility; and

(ii) the Economic Costs and fees incurred in relation to the prepayment (if any); and

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(c) no Borrower may reborrow any part of a Facility that is prepaid.

6. INTEREST

6.1 Interest

Each Borrower of a Facility must, in respect of that Facility, pay interest on the Balance Owing in accordance with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

6.2 Default Interest

(a) If a Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest will accrue on the overdue amount from the due date up to and including the date of actual payment (both before and after judgment) at the Default Interest Rate.

(b) If a Borrower exceeds a Facility Limit (even where NAB has approved the excess), NAB may charge, andthe Borrower must pay, interest on the excess at the Default Interest Rate at the end of each day that an excess exists.

(c) Default interest is:

(i) for a Facility where interest is ordinarily debited from an account or accounts under that Facility, added to the Balance Owing for that Facility on each date on which interest is debited for that Facility;

(ii) for any other Facility, at NAB's discretion, added to the overdue amount monthly and when the overdue amount is paid, or debited from the Nominated Account for that Facility (or, if permitted by this document, any other account held by the Borrower) on each date on which interest is debited for that Facility, unless NAB otherwise specifies; or

(iii) for any other amount payable under a Finance Document that is not in respect of a particular Facility, payable at such time as NAB selects.

7. PARTNERS, RESPONSIBLE ENTITIES AND TRUSTEES

7.1 Partners

If, at any time, there is a Partnership, the terms and conditions set out in the Partnership Provisions apply to the relevant Obligor which is a Partner of that Partnership.

7.2 Responsible Entities

If, at any time, there is a Scheme, the terms and conditions set out in the Responsible Entity Provisions apply to the relevant Obligor which is the Responsible Entity of that Scheme.

7.3 Trustees

If, at any time, there is a Trust, the terms and conditions set out in the Trustee Provisions apply to the relevant Obligor which is aTrustee of that Trust.

7.4 Self-managed superannuation funds

(a) If a Borrower is a trustee of a self-managed superannuation fund which is regulated by the Superannuation Laws (SMSF Borrower), it will need to comply with those laws.

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(b) If an SMSF Borrower wishes to use a Facility to buy an asset, it will need to sign and comply with the terms of a Superannuation Acquisition Financing Deed or Superannuation Financing Deed, in a form acceptable to NAB.

(c) NAB'srecourse to an SMSF Borrower's fund will be limited in accordance with the terms of the Superannuation Acquisition Financing Deed or Superannuation Financing Deed. The terms of the Superannuation Acquisition Financing Deed or Superannuation Financing Deed prevail over any inconsistent term in another Transaction Document.

(d) Due to the requirements of the Superannuation Laws, despite any other term in a Transaction Document, no SMSF Borrower can redraw any amount it repays under a Facility.

(e) If an SMSF Borrower used a Facility to buy an asset, it agrees not to overdraw its accounts and to pay, or direct its security trustee to pay, NAB any proceeds received:

(i) from any insurance claim relating to the asset, before repaying the Amount Owing; and

(ii) if the asset is compulsorily acquired, sold or otherwise disposed of, immediately following receipt.

8. REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

Each Obligor makes the following representations and warranties on the date of this document:

(a) (incorporation) each Obligor (other than an Obligor who is a natural person) is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation and is capable of suing and being sued;

(b) (power) each Obligor has full power, authority and legal right to own its assets and carry on its current and contemplated business;

(c) (binding obligations) subject to any necessary stamping and registration requirements, equitable principles and laws generally affecting creditors' rights, the obligations expressed to be assumed by each Obligor in each Transaction Document to which it is expressed to be a party are legal, valid, binding and enforceable obligations;

(d) (no conflict) the execution, delivery (if applicable) and performance by each Obligor of each Transaction Document to which it is expressed to be a party and the transactions contemplated by those Transaction Documents do not and will not conflict with or violate:

(i) any law applicable to it;

(ii) any Material Document; or

(iii) any agreement or instrument binding upon it or any of its assets in any material respect,

and, excluding the Finance Documents, in each case, do not and will not:

(i) create or impose any Encumbrance; or

(ii) entitle a person to accelerate or cancel an obligation relating to Financial Indebtedness or constitute a default, cancellation event, prepayment event or similar event (however described) under any agreement relating to Financial Indebtedness whether immediately or after notice or lapse of time or both;

(e) (power and authority) each Obligor has full power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, delivery (if applicable) and performance of, each Transaction Document to which it is expressed to be a party and the transactions contemplated by those Transaction Documents;

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(f) (Authorisations) all Material Authorisations have been obtained and are in full force and effect;

(g) (benefit) each Obligor benefits by entering into and performing its obligations under each Transaction Document to which it is expressed to be a party;

(h) (Information, projections and disclosure):

(i) all Financial Statements, accounts, reports and any other information in connection with each Transaction Document to which it is expressed to be a party and the transactions contemplated by those Transaction Documents which have been furnished to NAB are true and accurate and not misleading (whether by its inclusion or by omission of other information);

(ii) any financial projections provided by, or on behalf of, it, a Group or the Obligors, have been prepared by appropriately qualified persons and in good faith on the basis of recent historical information and on the basis of reasonable assumptions; and

	(iii)   each 0bligor has disclosed all	(n)	(investigation by Agency) no
	information and documents relating		investigation by any Agency into all or part
	to it, its assets, each Transaction		of the affairs of any 0bligor is current in
	Document to which it is expressed to		circumstances material to its business or
	be a•party and the transactions		financial condition;
	contemplated by each of them, which
	are material to NAB's decision to enter into the Finance Documents;	(o)	(no immunity) no 0bligor has, and no assets of any Obligor have immunity from
			the jurisdiction of a court or from legal
(i)	(no default):		process;
	(i)     no Event of Default is continuing; and	(p)	(Financial Statements):
	(ii)     no other event or circumstance is outstanding which constitutes a default under any other		(i)      the most recent Financial Statements (consolidated as required under
	agreement or instrument which is binding on any obligor, or to which its assets are subject, which could have a Material Adverse Effect;		applicable law) provided to NAB under, or in contemplation of, this document were prepared in accordance with GAAP consistently applied unless expressly disclosed to the contrary in those Financial Statements;
U)	(solvency) no Insolvency Event has
	occurred in respect of any obligor;
(k)	(undisclosed relationships) except as disclosed to and agreed by NAB in writing, it has not entered into any other Transaction Document, and no 0bligor holds any property:		(ii)     the most recent Financial Statements (consolidated as required under applicable law) provided to NAB under, or in contemplation of, this document give a true and fair view of:
	(i)      as a trustee;		(A)    the financial position (including actual and contingent liabilities)
	(ii)     as a partner of a partnership;		of the relevant entities on a consolidated basis as at the
	(iii)    as a responsible entity of any Registered Scheme;		date to which the Financial Statements relate; and
	(iv)    as an agent of an undisclosed principal; or (v)     in any other capacity for the benefit of any person;		(B)    the performance of those entities during the accounting period to which the Financial Statement relate; and

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(I)     (Authorised Officers) any person specified as an Authorised Officer of an 0bligor is authorised to sign or (in the case ofan unsigned notice) submit any requests and other notices on its behalf and do all other things contemplated by the Transaction Documents to which it is expressed to be a party;

(m)  (no litigation) except as disclosed to and agreed by NAB in writing, no litigation, arbitration, other dispute resolution process or civil, criminal or administrative proceedings are current, pending or (to the best of its knowledge and belief, having made due enquiry) threatened before any court, arbitral body or Agency affecting any 0bligor or its assets which, if adversely determined, could have a Material Adverse Effect;

(iii)   there has been no material adverse change in the business or financial condition of any of the relevant entities since the last day of that accounting period to which the Financial Statements referred to in clauses (i) and (ii) relate;

(q)    (tax consolidation):

(i) except as disclosed to, and agreed by, NAB in writing, no 0bligor is a member of a Tax Consolidated Group;and

(ii) if an 0bligor is a member of a Tax Consolidated Group (which has been disclosed to, and agreed by, NAB in writing), each member of the Tax Consolidated Group is a party to a TSA and a TFA;

(r) (cross-guarantee) no Obligor has  executed, and no Obliger is currently seeking approval from ASIC to execute, a Deed of Cross Guarantee;

(s) (Taxes) each Obligor has complied with all laws in relation to Tax in all jurisdictions in which it is subject to Taxes and has paid all Taxes due and payable by it except those which are Contested Taxes;

(t) (insurances) all insurances required under the Finance Documents are in effect and current and meet the requirements of the Finance Documents, no Obligor has made any material misrepresentation or omission to its insurers and no Obligor is aware of any reason why any of the insurance policies may be terminated or why any insurers may refuse to pay a claim when made;

(u) (ownership) except where it has entered into a Finance Document or a Material Document in its capacity as Trustee or as Responsible Entity, each Obligor is the legal and beneficial owner of, and has good right and title to, all of its assets free from any Encumbrance other than a Permitted Encumbrance;

(v) (Security Documents) each Security Document is in full force and effect and the Encumbrance created under it has the priority contemplated in the Security Document;

(w) (Financial Indebtedness) no Financial Indebtedness subsists other than Permitted Financial Indebtedness;

(x) (no benefit to related party) the execution and delivery by each Obligor of the Transaction Documents to which it is expressed to be a party, and the participation by it in any transaction in connection with the Transaction Documents to which it is expressed to be a party, will not violate or contravene Chapter 2E of the Corporations Act or any analogous provision;

(y) (Intellectual Property) each Obligor owns, or has the right and license to use, all Intellectual Property necessary for the conduct of its business;

(z) (Marketable Securities) except as disclosed to and approved in writing by NAB, all Marketable Securities which are Encumbered Property are fully paid and there is no agreement, arrangement or Marketable Securities with rights of conversion to shares in any Obligor may be issued to any person; and

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(aa) (other) each other representation or warranty (if any):

(i) set out, or as amended by any other provision, in this document; and

(ii) set out in each other Transaction Document to which it is expressed to be a party,

is true and correct.

8.2 Reliance and Repetition

(a) NAB has entered into each Finance Document to which it is expressed to be a party in reliance on the representations and warranties in this document and the other Finance Documents. The representations and warranties survive execution and delivery of the Finance Documents and the provision of financial accommodation under them.

(b) Each representation and warranty contained in a Finance Document is deemed to be repeated by each Obligor on:

(i) the date of each request for financial accommodation;

(ii) each Drawdown Date;

(iii) the last day of each Interest Period and Pricing Period (if applicable);

(iv) the date of each Compliance Certificate;

(v) the date on which any Amount Owing is paid to NAB; and

(vi) in the•case of an Additional Obligor, the date on which the entity becomes (or it is proposed that the entity becomes) an Additional Obligor, by reference to the current facts and circumstances subsisting on that date.

(c) An Obligor must advise NAB immediately if, at any time, anything happens which understanding under which further prevents it from truthfully repeating the representations and warranties contained in clause 8.1 on the dates specified in clause 8.2.

(d) With respect to clause 8.1, each Obligor must make all necessary enquiries (including where necessary seeking independent external advice) to satisfy itself that the representations and warranties made are true and accurate at the date of this document. If an Obligor is unable to make any of these representations and warranties, it must immediately advise NAB in writing.

9. UNDERTAKINGS

Each Obligor undertakes to:

(a) (notification) notify NAB immediately on becoming aware of:

(i) any event which constitutes a Default (and the steps, if any, being taken to remedy it);

(ii) any breach of, or default under, any Material Document to which it is expressed to be a party;

(iii) any intention by it to exercise any right, power or remedy under any Material Document to which it is expressed to be a party as a consequence of any default under the Material Document;

(iv) any change in the Authorised Officers of any Obligor accompanied by the names, titles and specimen signatures of any new Authorised Officers;

(v) any Obligor changing its contact details for communications;

(vi) the details of any litigation, arbitration, other dispute resolution process or civil, criminal or administrative proceedings which are current, threatened or pending against any Obligor before any court, arbitral body or Agency affecting it or its assets which, if adversely determined, could have a Material Adverse Effect;

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(vii) any change (actual or proposed) to the structure or ownership arrangements of any Obligor;

(viii) any Obligor:

(A) seeking the approval of ASIC in respect of, or executing, any Deed of Cross Guarantee; or

(B) amending or terminating a Deed of Cross Guarantee;

(ix) any proposal by any Agency to revoke or materially amend any Material Authorisation;

(x) the occurrence of any event or circumstance which has or is likely to have a Material Adverse Effect; and

(xi) any Obligor creating or acquiring or intending to create or acquire a Subsidiary;

(b) (information) provide NAB immediately with:

(i) all documents (including reports, accounts, notices and circulars} despatched by an Obligor to its shareholders (or any class .of them) or its creditors generally (or any class of them) at the same time as they are despatched;

(ii) such further information regarding the financial condition, business and operations of any Obligor as NAB may reasonably request; and

(iii) all material notices received by any Obligor from any Agency and, if listed on any securities exchange, all notices issued by, or given to, the relevant securities exchange, regarding matters which could have a Material Adverse Effect;

(c) (Authorisations):

(i) obtain, renew on time, comply with and do all that is necessary to maintain in full force and effect any Material Authorisation; and

(ii) not do anything which would prevent the prompt renewal of any Authorisation or cause it to be renewed on less favourable terms;

(d} (comply with laws) comply with all laws to which it or its assets are subject;

(e) (change of business) ensure, and procure that, no significant change is made to the general nature of the business of any Obligor from that carried on at the date of this document;

(f) (negative pledge) not create or permit to subsist any Encumbrance over any of its assets other than a Permitted Encumbrance;

(g) (acquisition subject to Encumbrance) except with the prior written consent of NAB, not acquire any asset which is subject to an Encumbrance or which becomes the subject of an Encumbrance on its acquisition;

(h) (disposals) not enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, license, transfer, grant an interest over, part with possession of or otherwise dispose of any asset or any interest in any asset other than a Permitted Disposal;

(i) (mergers) not enter into any amalgamation, demerger, merger or corporate reconstruction except a solvent amalgamation or a reconstruction on terms pre-approved by NAB in writing;

U) (insurances):

(i) take out and maintain insurances with an independent andreputable insurer in the manner and to the extent stipulated by NAB or, if not stipulated by NAB, for the amounts and against risks which are in accordance with prudent business practice having regard to the nature of the business, assets and operations of the Obligors (including all insurances required by applicable law);

(ii) take out and maintain any further insurances as NAB may reasonably request;

(iii) disclose to each insurer all facts which are material to the insurer's risk and comply with its obligations of utmost good faith to the insurer;

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(iv) ensure that no material alteration is made to any policy, except with NAB's prior written consent;

(v) ensure that each policy expressly notes NAB's interests and, if required by NAB, names NAB as the sole loss   payee;

(vi) as soon as practicable notify NAB if an event occurs which permits an insurance claim to be made or if an insurance claim is made or refused; and

(vii) promptly produce evidence satisfactory to NAB of current insurance cover (including acertified copy of each policy and schedule, certificate of currency or any variation made) or other details whenever NAB asks;

(k) (incurring Financial Indebtedness) not incur or permit to subsist any Financial Indebtedness other than Permitted Financial Indebtedness;

(I) (providing Financial Indebtedness) not be a creditor in respect of any Financial Indebtedness, other than Financial Indebtedness:

(i) provided to an incorporated Obligor;

(ii) provided with the prior written consent of NAB;

(iii) provided to allow its customers to acquire goods or services on extended terms in the ordinary course of trading; or

(iv) which (when aggregated with any other such Financial Indebtedness of any other Obligor, other than any Financial Indebtedness permitted under the preceding paragraphs) does not exceed $0.

(m) (Taxes) pay all Taxes due and payable by it (other than Contested Taxes) and Taxes which are due and payable by it after final determination or settlement of a Contested Tax;

(n) (valuations) for Encumbered Property which is land, pay for any valuation which NAB may obtain at any time from a valuer approved and instructed by NAB, unless:

(i) NAB has obtained a valuation for that property at an Obligor's cost within the previous two year period or such longer period as NAB may agree in its absolute discretion; and

(ii) no Default is subsisting and the valuation does not reveal that a Default is subsisting.

Nothing in this clause prevents NAB from obtaining (at its own cost) any valuation of the Encumbered Property at any time that NAB requires;

(o) (Financial Statements and other documents to be delivered):

(i) deliver to NAB within the period. stipulated in the Schedule, a copy of the Financial Statements and other documents stipulated in Item 7 of the Schedule;

(ii) ensure the Financial Statements provided to NAB under this document:

(A) are certified by a director of the relevant Obligor as giving a true and fair view of the financial position and performance of the relevant Obligor or Group (as the case may be), in the case of financial position, as at the date stated in the Financial Statements, and, in the case of financial performance, for the period specified in the Schedule to which those Financial Statements relate;

(B) are prepared using GMP consistently applied;

(C) give a true and fair view of the financial position and performance of the relevant entities on a consolidated basis, in the case of financial position, as at the date stated in the Financial Statements, and, in the case of financial performance, for the period to which those Financial Statements relate; and

(D) comply with any other requirement specified in the

Schedule; and

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(iii) not change its financial year;

(p) (tax consolidation) in respect of any Obliger that is a member of a Tax Consolidated Group (which has been disclosed to, and agreed to by, NAB in writing), ensure and procure that:

(i) a TSA and a TFA are maintained in full force and effect;

(ii) each member of the Tax Consolidated Group complies with the TSA and the TFA; and

(iii) the Head Company gives the Australian Taxation Office a copy of the TSA within the period required bysection 721-25(3)(b) of the Tax Act if the Australian Taxation Office gives it a notice requiring it to do so;

(q) (reduction of capital and financial assistance) except with the prior writtenconsent of NAB, not do any of the following:

(i) redeem, buy-back, defease, retire or repay any of its share capital or resolve to do so;

(ii) provide any financial assistance in connection with the acquisition of shares in itself or in any of its holding companies or resolve to do so; or

(iii) do anything analogous to clause (i) or (ii) above;

(r) (no partnership or joint venture) unless otherwise specified in a Finance Document, not enter into:

(i) any profit sharing arrangement inrelation to any Encumbered Property; or

(ii) any partnership or joint venture with any other person,

without NAB's prior written consent;

(s) (arm's length transactions) not enter into any transaction other than on arm's length terms;

(t) (Related Entity debt)not release or waive any Financial Indebtedness owed by a Related Entity;

(u) (constituent documents) not change its constituent documents without the prior written consent of NAB (such consent not to be unreasonably withheld unless the change could have a Material Adverse Effect);

(v) (Compliance and enforcement of Material Documents):

(i) comply with its obligations under each Material Document to which it is expressed to be a party in all material  respects;

(ii) enforce each Material Document to which it is expressed to be a party and exercise its rights, authorities and discretions under those documents prudently and, while a Default is continuing, in accordance with the directions (if any) of NAB; and

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(iii) use its best endeavours to keep the Material Documents valid and enforceable;

(w) (Variation of Material Documents) not:

(i) vary in any material respect;

(ii) avoid, discharge, rescind, release, surrender, terminate (other than by performance) or accept the repudiation of;

(iii) allow to expire (other than by effluxion of time);

(iv) do or permit anything which would entitle another party to do anything referred to in clause (ii) in relation to; or

(v) expressly or impliedly grant any material waiver, consent, time or indulgence under or in respect of,

a Material Document;

(x) (Subsidiaries) except with the prior written consent of NAB, not acquire or permit to exist, a Subsidiary (other than a Subsidiary in existence as the date of this document disclosed to, and approved by NAB);

(y) (further assurances) promptly:

(i) do all such acts and execute all such documents as NAB may reasonably specify (and in such form as NAB may reasonably require) to:

(A) enable NAB to exercise its rights under or in connection with each Finance Document;

(B) bind each Obliger and any other person intended to be bound under a Finance Document;

(C) enable NAB to register any power of attorney or any similar power;

(D) perfect each Encumbrance created or intended to be created under the Security Documents or for the exercise of rights or remedies of NAB by or pursuant to any Finance Document or law;

(E) confer on NAB an Encumbrance over any right, property and asset of the Obligors intended to be conferred by or pursuant to the Security Documents;

(F) facilitate the realisation of assets, which are, or are intended to be subject of an Encumbrance; and

(G) demonstrate whether the Obligors are complying with each Finance Document to which they are expressed to be a party; and

(ii) take all action available to it as may be necessary for the purpose of creation, perfection, protection or maintenance of any Encumbrance conferred or intended to be conferred on NAB by or pursuant to any Finance Document; and

(z) (other undertakings or conditions subsequent) comply with each other undertaking or condition subsequent set out, or as amended by any other provision, in this document.

10. FINANCIAL COVENANTS AND HEDGING

10.1 Financial Covenants

Each Borrower must comply with the financial covenants set out in the Schedule (if any) and m any other part of this document (if any).

10.2 Accounting Policy

(a) If, in the reasonable opinion of a Borrower or NAB, any changes to GAAP materially alter the effect of financial covenants referred to in clause 10.1 (Financial Covenants) or the related definitions, NAB will review the relevant covenants and definitions in consultation with the Borrower to determine whether any amendment is required to this document to take into account the change in GAAP so they have an effect comparable to that at the date of this document.

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(b) The Borrower acknowledges that, notwithstanding clause (a), NAB may determine, in its discretion, that no amendment to this document is required despite the change in GAAP.

10.3 Hedging

Each Obligor must comply with the hedging :equirements set out in the Schedule (if any) and m any other part of this document (if any).

11. EVENTS OF DEFAULT

11.1 Events and circumstances

Each of the following events or circumstances is an Event of Default:

(a) (payment default) an Obligor fails to pay any Amount Owing when due and payable to NAB at the place and in the currency in which it is expressed to be payable unless NAB is satisfied that the sole reason for such failure to pay is caused by administrative or technical error in the banking system generally which is beyond the control of that Obligor and payment is made within 2 Business Days after its due date;

(b) (financial covenants and hedging) an Obligor breaches any of the requirements referred to in clause 10.1 (Financial Covenants) or clause 10.3 (Hedging);

(c) (other defaults) an Obligor fails to perform and observe any obligation under, or any condition of any waiver or consent by NAB in connection with, any Finance Document to which it is expressed to be a party (other than those referred to in any other paragraph of clause 11.1 (Events and circumstances));

(d) (representations and warranties) a representation or warranty made or deemed to be repeated by an Obligor to NAB in a Finance Document to which it is expressed to be a party or any other document or information delivered by or on behalf of any Obliger under or in connection with any Finance Document to which it is expressed to be a party is incorrect or misleading when made or deemed to be repeated;

(e) (cross default}:

(i) any Financial Indebtedness of an Obligor is not paid when due or within any applicable grace period;

(ii) any Financial Indebtedness of an Obligor or any member of a Group becomes due and payable or is capable of being declared due and payable prior to its specified maturity (where such indebtedness in NAB's reasonable opinion is likely to have a material adverse impact on the ability of the Obligor or the member of the Group to meet its obligations to NAB); or

(iii) any commitment for any Financial Indebtedness of an Obligor is cancelled or suspended by a creditor of an Obligor as a result of an event of default or change of control (however described);

(f)(Insolvency Event) an Insolvency Event occurs in relation to an Obligor;

(g)(enforcement proceedings) any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset of an Obligor having an aggregate value of at least the Threshold Amount and is not stayed or withdrawn within 5 Business Days;

(h)(vitiation) it becomes impossible for an Obligor to perform a material obligation under a Finance Document to which it is expressed to be a party;

(i)(material adverse change) an event or series of events (whether or not related) occurs which, in NAB's reasonable opinion, could have a Material Adverse Effect;

U)(unlawfulness and invalidity) it is or becomes unlawful for an Obligor to perform any of its obligations under any Finance Document to which it is expressed to be a party, or any Finance Document ceases to be in full force and effect or is alleged to be ineffective;

(k)(repudiation) an Obligor repudiates any Finance Document to which it is expressed to be a party or evidences an intention to repudiate a Finance Document;

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(I)(litigation) any litigation, arbitration, other dispute resolution process or civil, criminal or administrative proceedings are current, pending or threatened before any court, arbitral body or Agency in respect of any Obligor or the assets of any Obligor which, if adversely determined, could have a Material Adverse Effect;

(m)(cessation of business) any Obligor ceases or threatens to cease conducting its business, or a material part of it, or substantially changes the nature of its business, without NAB's prior written consent;

(n)(investigation) a person is appointed under any law to investigate any part of the affairs of an Obligor or a Related Entity and that investigation could have a Material Adverse Effect;

(o) (delisting, termination or suspension of listing) if any class of Marketable Securities of, or issued by, an Obligor is listed or quoted on any securities exchange (including the ASX), the listing or quotation of those Marketable Securities is removed from the official list of that securities exchange, is terminated or is suspended and remains suspended for a continuous period of 10 or more trading days;

(p) (fraud) NAB reasonably believes any Obligor has acted fraudulently;

(q) (status of Encumbrance):

(i) any Encumbrance over an asset of an Obligor is enforced or becomes capable of being enforced;

(ii) NAB loses the priority accorded to it under any Encumbrance created or intended to be created under a Security Document;

(iii) the value of any Encumbered Property materially decreases (as assessed by NAB);

(iv) any Agency compulsorily acquires all or a material part of any Encumbered Property, orders the sale or divesture of the Encumbered Property or takes any step for the purposes of doing, or proposes to do, any of those things; or

(v) any native title claim is made or is proposed to be made in respect of any Encumbered Property;

(r) (death or incapacity) in respect of any Obligor that is a natural person, the Obligor dies or is declared by a competent authority to be insane or mentally incapacitated; and

(s) (other) any other event of default (however described) set out, or as amended by any provision, in this document or in any other Finance Document occurs.

11.2 Consequences of an Event of Default

(a) If an Event of Default occurs and:

(i) the Event of Default is under clause 11 .1 (f) (Insolvency Event) or is otherwise not capable of remedy by the Obligor, the Amount Owing is due and payable immediately without the need to give any prior notice other than that required by law; or

(ii) the Event of Default is other than referred to in clause (a)(i), NAB will give the Borrower notice stating that an Event of Default has occurred and a reasonable grace period of up to 7 days (or such longer period as required by law or that NAB elects to allow) to remedy the Event of Default within that period. Where that Event of Default is not remedied within that period, the Amount Owing is due and payable immediately without the need to give any prior notice. An Event of Default will not be remedied if at the end of that period, the Event of Default in the notice or an Event of Default of the same type continues to exist.

(b) Upon the Amount Owing being due and payable under clause 11.2(a)(i) or (ii), subject to any applicable law and in addition to any other rights, powers and remedies NAB may have (including under a Security Document or this document), NAB may without the need to give any prior notice, immediately or at any later time:

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(i) cancel the whole or any part of any remaining Facility or cancel all or any part of any remaining Facility Limit in which case the cancellation will take effect immediately;

(ii) enforce any Security Document; and/or

(iii) sue the Obligors for the Amount Owing.

(c) If NAB gives notice to the Borrowers that it has done anything under clause (a), each Borrower must comply with that notice but otherwise must continue to perform its obligations under each Finance Document to which it is expressed to be a party as if the notice had not been given, subject to any contrary directions from NAB.

12. APPOINTMENT OF CONSULTANTS

(a) If NAB reasonably believes that a Default has occurred or that circumstances exist which could lead to a Default occurring, NAB may, and at NAB's request an Obligor must, engage such accountancy, financial management and other consultants as NAB may nominate to investigate and report to NAB on the financial condition and business affairs of any Obligor and whether each Obligor has complied with each Finance Document to which it is expressed to be a party and to make recommendations to NAB relating to the manner in which the Obligors carry on their business.

(b) Any engagement referred to in clause (a) (whether by NAB or an Obliger) will be at the Obligors' cost, and NAB may exercise its sole discretion to debit those costs from any account of an Obligor. The Obligor must pay to NAB immediately on demand any amount so debited.

(c) Each Obligor agrees to provide all assistance and information required by the consultants (including making all financial records available and giving access to all premises and records) to enable the consultants to conduct their examination promptly, completely and accurately.

(d) No Obligor is obliged to accept the recommendations of any consultant, and NAB will assume no liability with respect to any actions an Obligor takes, or does not take, as a result of those recommendations.

13. CHANGE OF CONTROL

(a) If the person or persons who control an Obligor (whether directly or indirectly) at the date of this document cease to control that Obligor (a Change of Control), the Borrowers must promptly notify NAB upon becoming aware of that event and NAB may (acting reasonably):

(i) review pricing in respect of any Facility in accordance with clause 14 (Review); and/or

(ii) by giving written notice to the Borrowers:

(A) cancel the whole or any part of a Facility whereupon it will be immediately cancelled; and

(8) declare that all or any part of the Amount Owing is due and payable on the date specified in NAB's written notice whereupon it will be due and payable on the specified date.

(b) For the purposes of this clause 13 (Change of Control), "control" of a corporation includes the power to directly or indirectly:

(i) direct the management or policies of the corporation either generally or, if that corporation acts as trustee of a trust or responsible entity of a Registered Scheme, the trust or Registered Scheme (as the case may be); or

(ii) control the membership of the board of directors,

whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of the corporation or interests in any trust or Registered Scheme or otherwise.

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14. REVIEW

14.1 Pricing Review Events

(a) NAB has the right to review the pricing applicable to a Facility (Pricing Review):

(i) on or about each anniversary of the date of this document;

(ii) at any time if NAB reasonably believes that there is a Default;

(iii) as permitted under clause 13 (Change of Control); or

(iv) at any time to the extent necessary (NAB acting reasonably) to reflect the then prevailing market conditions or changes to NAB's general pricing for facilities of that type at that time.

(b) NAB may request a Borrower to provide information in connection with a Pricing Review and the Borrower must provide such information as soon as possible following receipt of the request.

14.2 Consequences of a Pricing Review

(a) Following a Pricing Review, NAB may, by giving written notice (including by way of revised terms and conditions for any Facility or by way of a revised Fees Guide) to the Borrowers and/or by way of publication on NAB's website and/or advertisement in the local or national press:

(i) introduce a new fee, charge or premium or change an existing fee, charge or premium (including its amount, the way in which it is calculated and when it is charged); and

(ii) change the interest rate or yield rate applicable to a Facility including by changing or introducing a margin (including by making the margin positive or negative), or substituting a different indicator rate for the relevant indicator rate (except where the rate is a fixed rate).

(b) Where NAB gives the Borrowers notice under clause (a) by way of advertisement in the local or national press or by way of publication on NAB's website, NAB will also   endeavor to directly notify theBorrowers of the change although NAB will not be precluded from charging the new or adjusted pricing if it does not directly notify the Borrowers.

(c) An introduction or change of a matter specified in clause (a) takes effect on:

(i) the date specified in the relevant notice to the Borrowers; and/or

(ii) on the date specified in the relevant advertisement in the local or national press or in the publication on NAB's website.

14.3 Pricing Review Fee

(a) A review fee may be payable to NAB in respect of each Pricing Review in the amount set out in the relevant Details.

(b) NAB may debit the review fee from any account of a Borrower. The Borrower must pay to NAB immediately on demand any amount so debited.

14.4 Review Event

Each Borrower must promptly notify NAB after it becomes aware that a Review Event has occurred.

14.5 Review Event Consequences

(a) Following the occurrence of a Review Event, the Obligors and NAB must enter into negotiations for a period of not less than the Negotiation Period, with a view to agreeing terms on which NAB would be prepared to offer to provide, fund or maintain all or any of the Facilities.

(b) If agreement is reached, the Obligors must do all acts and execute all documents as NAB requires to document, or to protect, preserve or secure NAB's rights and interests under, such agreement.

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(c) If agreement is not reached within the Negotiation Period or if (in the opinion of NAB) any of the Obligors does not do all acts and execute all documents as NAB requires to document, or to protect, preserve or secure for NAB's rights and interests under, any agreement, NAB may by giving written notice to the Borrowers:

(i) cancel the whole or any part of a Facility whereupon it will be immediately cancelled; and

(ii) declare that all or any part of the Amount Owing is due and payable whereupon it will be due and payable within the Mandatory Prepayment Period.

(d) If the Borrowers fail to prepay all amounts payable under clause (c) within the Mandatory Prepayment Period, that failure will constitute an Event of Default and NAB. may exercise any of its rights set out in clause 11.2 (Consequences of an Event of Default)

15. OPEN TREASURY TRANSACTIONS

If any Facility is terminated or cancelled in full or in part or if any part of the Balance Owing in respect of any Facility is permanently prepaid or repaid or if any part of the Balance Owing in respect of any Facility becomes repayable before its stated maturity date for any reason and if at that time there are any treasury related transactions in existence between NAB and any Borrower(Open Positions) then:

(a) NAB may close out the Open Positions, by entering into opposite positions for the balance of the unexpired term, or by such other means as may be usual in the relevant market, and any such close out must be at market rates prevailing at the time;

(b) any Costs incurred by NAB in closing out Open Positions under clause (a) must be paid by the relevant Borrower to NAB immediately upon demand by NAB;

(c) any gain derived by NAB in closing out Open Positions under clause (a) will be credited to the relevant Borrower and set off against the Amount Owing by the relevant Borrower; and

(d) NAB will give the relevant Borrower reasonable particulars of the manner of close out of the Open Positions and the basis of calculation of any amounts payable by or to the relevant Borrower arising from transactions that close out.

by or to the relevant Borrower arising from transactions that close out.

16.COSTS AND TAXES

16.1Bank's Costs

Each Borrower must pay to NAB immediately Schedule. upon demand all Taxes and reasonable Costs paid or payable by NAB of any nature incurred by NAB in connection with:

(a) the negotiation, preparation, execution, delivery, stamping, registration, completion, applying to amendment, release and discharge of each Finance Document or the provision of any those Drawing (whether payable directly or otherwise paid by NAB and regardless of the date on which it is due, payable and/or relevant paid); where

(b) preparing, registering and maintaining any Fees financing statement or financing change statement (each as defined in the PPSA) in relation to a Security Document, or not taking any other action that in NAB's once reasonable opinion is necessary under may clause 1.6; part.

(c) the consideration and grant of any request for consent, approval or waiver by NAB after, that under any Finance Document regardless as of whether or not NAB gives the consent, time approval or waiver sought; they

(d) the preservation, exercise, enforcement or waiver of any power, right or remedy under any Finance Document, taking (or reasonably considering, preparing or if no attempting to take) any action in connection separate with any Finance Document or in Facility, connection with anything referred to in NAB clause 23(d); and

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(e) any enquiry from an Agency involving an that Obligor,

including:

(f) all Costs and Taxes of any nature incurred immediately in connection with the remuneration of any set-off administrator or Controller or similar clear of persons appointed by NAB or anything unless done by any such persons appointed; and

(g) any administration costs of NAB in relation required by to the matters described in clause (c).

16.2Obligors’ Costs

Without prejudice to clauses 12(b) and 14.3(b), each Obligor will be responsible for all of its own costs and expenses in connection with the Finance Documents and the transactions contemplated by those documents.

17.FEES

(a) The Borrowers must pay to NAB the fees specified in the Schedule, at the times specified in the Schedule.

(b) In addition to the fees set out in the Schedule, the Borrowers must pay to NAB the other fees specified in the Details, the Specific Conditions (or, if none, the separate terms and conditions a Facility) and the Fees Guide, in the manner and at the times specified in documents.

(c) If a Balance Owing exceeds the Facility Limit for any reason (even NAB has approved the excess), fees may apply as detailed in the relevant Guide.

(d) Unless otherwise agreed, fees are charged on a pro-rata basis and, incurred, charged or paid (as the case be) are non-refundable in whole or in

(e) Fees that are payable when an event occurs may be debited when, or event occurs and periodic fees (such Service Fees) may be debited at any during, or after, the period to which relate.

18.PAYMENTS

(a) Subject to the Specific Conditions or, Specific Conditions apply, the terms and conditions applying to a all payments due by a Borrower to must be made on the due date (or if date is specified, then on demand by NAB) unless such payment is due on a day is not a Business Day in which case payment must be made on the next Business Day.

(b) All payments must be made in available cleared funds and without or counter-claim, and be free and any deduction or withholding, required by law.

(c) If a deduction or withholding is required by law, the relevant Borrower must:

(i) make that deduction and/or withholding, pay such amount in full to the appropriate Agency and deliver to NAB a copy of the receipt for the payment; and

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(ii) increase its payment to NAB to an amount which will result in NAB receiving (after the deduction or withholding) the full amount which it would have received if no deduction or withholding had been required.

(d) All payments are payable in Dollars unless otherwise stated.

(e) If NAB receives or recovers an amount in a currency other than that in which it is due:

(i) NAB may convert the amount received or recovered into the due currency (and if necessary convert through other currencies) on such day and at such rates as NAB considers appropriate. NAB may deduct from the amount it receives or recovers its usual costs in connection with the conversion; and

(ii) the Borrower satisfies its obligation to pay only to the extent of the amount of the due currency obtained from the conversion after deducting conversion costs.

(f) If NAB is debiting an amount from an account held by a Borrower, and that amount is in a currency other than that of the account, NAB may:

(i) convert the amount to be debited into the currency of the relevant account (and if necessary convert through other currencies) on such day and at such rates as NAB considers appropriate; and

(ii) debit from that account the amount so converted, plus the costs of conversion.

The Borrower satisfies its obligation to pay only to the extent of the amount of the due currency obtained from the conversion after deducting conversion costs.

(g) For the purposes of making payments under this document, a day ends at 4 p.m. in the Governing Law Jurisdiction.

19. GST

(a) Unless otherwise specified, all amounts referred to in a Finance Document are exclusive of GST.

(b) If GST is or will be imposed on any Supply made by NAB under or in connection with a Finance Document to a Recipient, where

any amount or consideration (consideration) payable or to be provided by the Recipient under the Finance Document in relation to that Supply is exclusive of GST (GST-exclusive consideration), NAB may:

(i) increase the consideration payable by an additional amount on account of GST; or

(ii) otherwise recover from the Recipient an additional amount on account of GST.

(c) The additional amount on account of GST is to be calculated by multiplying the GST-exclusive consideration for the relevant Taxable Supply by the GST rate prevailing at the time of the Taxable Supply.

(d) NAB will issue the Recipient with a Tax Invoice prior to seeking payment for the relevant Supply.

(e) Each Recipient must pay NAB the amount of any loss or Costs incurred by NAB as a result of or in connection with NAB not receiving any additional amount on account of GST.

20. INCREASED COSTS

(a) Subject to clause (c), each Borrower must, immediately upon demand, pay the amount of any Increased Costs reasonably determined by NAB as required to compensate NAB or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation or application of) any law; or

(ii) compliance with any law,

made after the date of this document including any law with regard to capital adequacy, prudential limits, liquidity, reserve assets, banking or monetary controls or Tax.

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(b) In this document, Increased Costs means:

(i)a reduction in the rate of return from any Facility or on the overall capital (including as a result of any reduction in the rate of return on capital as more capital is required to be allocated) of NAB or any of its Affiliates;

(ii) an additional or increased cost to NAB or any of its Affiliates of providing, funding or maintaining a Facility; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by NAB or any of its Affiliates to the extent attributable to NAB or any of its Affiliates funding or performing its obligations under any Finance Document.

(c) Clause (a) does not apply to the extent any Increased Costs are compensated by the relevant Borrower under clause 18(c).

21. ECONOMIC COSTS

21.1 When Economic Costs are payable

WARNING: Economic Costs can be high and may increase the amount owed. Borrowers can ask NAB at any time for an estimate of Economic Costs.

(a) Economic Costs are potentially payable by the Borrowers for a Facility whenever an Economic Event occurs in relation to that Facility.

(b) NAB will determine the amount of any Economic Costs payable in respect of the occurrence of an Economic Event and will notify the relevant Borrowers of the amount (if any) that is payable by them in accordance with NAB's calculation under clause 21.3, Borrowers must pay NAB the amount of any Economic Costs notified to them by NAB as payable by them under this clause 21. Borrowers must pay those notified Economic Costs immediately following their receipt of the notification of the Economic Costs payable.

21.2 Economic Events

An Economic Event is taken to have occurred if, at any time while a Yield Rate or an Interest Rate (other than a variable Interest Rate) applies to a Facility, a Facility Component, a Loan Account or a Drawing:

(a) all or part of that Facility, Facility Component, Loan Account or Drawing is repaid early (even if NAB agrees to the early repayment being made);

(b) that Facility, Facility Component, Loan Account or Drawing is re-priced by agreement from one fixed rate to another fixed rate or to another type of rate (such as a variable rate);

(c) that Facility or a relevant Facility Limit or Component Limit is cancelled, reduced or not fully drawn for any reason at any time before the Expiry Date;

(d) NAB is for any reason no longer obliged to accept, discount or endorse Bills under the Facility or a Bill is cancelled before its Maturity Date; or

(e) if the Amount Owing becomes immediately due and payable following an Event of Default, or the Balance Owing otherwise becomes repayable, and NAB elects to treat it as an Economic Event;

except to the extent that this occurs:

(f) for a Facility other than a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan - on the Repricing Date applicable to the Facility or Loan Account (as the case may be), or if that day is not a Business Day, on the next Business Day;

(g) for a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan, in relation to the Floating Amount;

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(h) on the Expiry Date; or

(i) in order to comply with the Amortisation Schedule (if any).

21.3 How NAB calculates Economic Costs

NAB will determine Economic Costs by calculating a reasonable estimate of the Costs and losses incurred, or expected to be incurred, by NAB (including fees, charges and premiums) in connection with an Economic Event. The calculation of Economic Costs may incorporate the following:

(a) in relation to a Facility other than a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan, Costs, representing the difference between NAB's cost of funds at the start of the relevant Fixed Rate Period or Pricing Period and NAB's cost of funds at the date of the Economic Event over the remainder of that period. This is then discounted back to the net present value at the rate equivalent to NAB's cost of funds at that date;

(b) in relation to a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan, Costs and losses calculated by reference to the difference between:

(i) the interest rate used or applied by NAB when setting the Yield Rate or interest rate for the Facility or the relevant Facility Component; and

(ii) the most applicable interest rate available to NAB at the date of the Economic Event, after having regard to the remaining term to maturity of the Facility.

The calculated Costs and losses are then discounted back to the net present value at the rate determined by NAB at that date; or

(c) the liquidation of deposits or other funds, or the termination or reversing of any swap or option agreement or other agreement or arrangement entered into by NAB (either generally in the course of NAB's business or specifically in connection with this document) to fund or maintain the Facility or to hedge, fix or limit NAB's effective cost of funding in relation to the Facility.

22. CURRENCY INDEMNITY

22.1 Payments

Each Borrower indemnifies NAB against any Costs reasonably incurred by NAB as a result of a failure by an Obligor to pay any amount due under a Finance Document on its due date in accordance with the terms of that Finance Document or in the relevant currency.

22.2 Judgments and orders

(a) Clause (b) applies if a judgment or order is given by any court or tribunal for the payment of any Amount Owing to NAB under a Facility, or for the payment of damages to NAB in respect of any breach of the terms of a Facility, where that judgment or order is expressed in a currency (the Judgment Currency) which is different from the currency expressed to be payable under this document in relation to the Facility (the Relevant Foreign Currency).

(b) Each Borrower indemnifies NAB against any deficiency in the amounts received by NAB arising or resulting from any variation between:

(i) the rate of exchange at which the Relevant Foreign Currency is converted into the Judgment Currency (whether through other currencies or not) for the purpose of the judgment or order; and

(ii) the rate of exchange at which NAB is able to purchase the Relevant Foreign Currency with the Judgment Currency (whether through other currencies or not) at the time of its receipt by NAB.

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23. OTHER INDEMNITIES

Each Borrower indemnifies NAB against, and must pay NAB on demand, any Costs and Taxes reasonably incurred or suffered by NAB as a result of:

(a) NAB investigating any event or circumstance which it reasonably believes is a Default, a Review Event or a Change of Control;

(b) the occurrence of any Default, Review Event or Change of Control;

(c) information produced or approved by or on behalf of an Obligor or any other member of a Group under or in connection with any Finance Document or the transactions contemplated by any Finance Document being or being alleged to be misleading or deceptive in any respect;

(d) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactionscontemplated under any Finance Document;

(e) NAB acting or relying on any notice, request or instruction (whether in electronic form or otherwise) which it reasonably believes to be genuine, correct and appropriately authorised;

(f) any indemnity NAB gives a Controller or administrator of any Obligor; and

(g) NAB terminating, reversing or varying any agreement, arrangement or transaction entered into to hedge, fix or limit its effective cost of providing, funding or maintaining a Facility.

24. SET-OFF

(a) NAB may, at any time without any demand or notice, combine, consolidate or merge all or any accounts of a Borrower or a Cross-Guarantor and may also set off any amounts payable by that person under this document against any credit balance in information those accounts.

(b) Each Borrower and each Cross-Guarantor request, and irrevocably authorises NAB to do anything NAB necessary for the purpose set out in clause (a) including redeeming and/or appropriating all or any part of any account, deposit or other arrangement between NAB and that Borrower or Cross-Guarantor process under which NAB may be indebted to that without Borrower or Cross-Guarantor, even if the balance on any such account and the transaction amounts payable under this document are will: not expressed in the same currencies.

(c) NAB may make any currency conversion any it considers necessary or desirable for the sanctions);purpose set out in clause (a) and clauses 18(e) and 18(f) will apply in relation to any such conversion.

25.LIABILITY FOR REGULATORY EVENTS

(a) From time to time, the Services may be the interrupted, prevented, delayed or involves any otherwise adversely affected by a Regulatory Event.

(b) To the extent permitted by law

(i) NAB is not liable for any loss or information expense suffered or incurred by an reasonably Obligor or any other person if an money event described in clause (a) occurs, economic irrespective of the. nature or cause of comply with that loss, and NAB has no obligation or any to contest any Regulatory Event or to that mitigate its impact on an Obligor or NAB; and

(ii) each Obligor releases NAB from all liability in connection with any loss incurred by an Obligor or any other person if an event described in clause (a) occurs.

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(c) To the extent that NAB's liability cannot be terrorism excluded, NAB's liability is limited to the cost of having the Service supplied again.

(d) NAB may use and disclose to any other financial institution or Agency, any information about any Obligor, or any Affiliate of any Obligor, or the Facilities or and the Services, for any purpose which NAB, or any other financial institution, considers appropriate or necessary in considers appropriate or necessary in connections with any Regulatory Event or the Facilities or the Services and this may result in information being transmitted overseas.

(e) Each Obligor agrees to provide to NAB about it, the Facilities, the or any person connected with it or the Facilities or the Services on to promptly procure any consents requires to give effect to clause (d).

26.ANTI-MONEY LAUNDERING

(a) NAB may delay, block or refuse to any payment or other transaction incurring any liability if NAB knows or reasonably suspects that the or the application of its proceeds will:

(i) breach, or cause NAB to breach, any applicable laws or regulations of jurisdiction (including any or

(ii) allow the imposition of any penalty on NAB or its Affiliates under any such law or regulation,

including where the transaction or application of its proceeds entity or activity the subject of any applicable sanctions of any jurisdiction binding on NAB or its Affiliate, or the direct or indirect proceeds of unlawful activity.

(b) Each Obligor must provide all to NAB promptly which NAB requires in order to manage its laundering, terrorism financing or and trade sanctions risk or to any laws or regulations in Australia other country. Each Obligor agrees NAB may disclose any information concerning the Obligor to any Agency where required by any such law or regulation in Australia or any other country. Each Obligor agrees that NAB may disclose any information concerning the Obligor to any Agency where required by any such law or regulation in Australia or elsewhere.

(c) Each Obligor undertakes to exercise rights and perform its obligations Finance Documents in accordance with all applicable laws or regulations relating to anti-money laundering, counter-financing or sanctions.

27.GUARANTEE AND INDEMNITY

27.1Guarantee and indemnity

Each Cross-Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to NAB punctual performance by each Obligor of all that Obligor's obligations under the Finance Documents;

(b) undertakes with NAB that:

(i) whenever an Obligor does not pay any amount when due under or in connection with any Finance Document (or anything which would have been due if the Finance Document or the amount was enforceable, valid and not illegal}, immediately on demand by NAB that Cross-Guarantor shall pay that amount as if it was the principal obligor; and

(ii) if an Ipso Facto Event has occurred then that Cross-Guarantor shall immediately on demand by NAB pay all Drawings, accrued interest and Amount Owing as if it was the principal obligor; and

(c) indemnifies NAB immediately on demand against any cost, loss or liability suffered by NAB if any obligation guaranteed by it (or anything which would have been an obligation guaranteed by it if not unenforceable, invalid or illegal} is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which NAB would otherwise have been entitled to recover.

Each of paragraphs (a), (b}(i), (b}(ii) and (c) is a separate obligation. None is limited by reference to the other.

27.2 Continuing guarantee

This guarantee, undertaking and indemnity is a continuing guarantee, undertaking and indemnity and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

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27.3 Reinstatement

If any payment to or any discharge, release or arrangement given or entered into by NAB (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including as a result of insolvency, breach of fiduciary or statutory duties or any similar event):

(a) the liability of each Obligor shall continue and any such security shall be reinstated as if the payment, discharge, avoidance or reduction had not occurred; and

(b) NAB is entitled to recover the value or amount of that security or payment from each Obligor as if the payment, discharge, avoidance or reduction had not occurred.

27.4 Waiver of defences

The obligations of each Cross-Guarantor under this clause will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or NAB) including:

(a) any time, waiver or other concession or consent granted to, or composition with, any Obligor or other person;

(b) the release or resignation of any other Obligor or any other person;

(c) any composition or arrangement with any creditor of any Obligor or other person;

(d) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(f) any amendment, novation, supplement, extension, reinstatement or replacement of a Finance Document or any other document or security (however fundamental and whether or not more onerous) including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document;

(g) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(h} any set off, combination of accounts or counterclaim;

(i)any insolvency or similar proceedings; or

(U) this document or any other Finance Document not being executed by or binding against any other Obligor or any other party.

References in clause 27.1 to obligations of an Obligor or amounts due will include what would have been obligations or amounts due but for any of the above, as well as obligations and amounts due which result from any of the above.

27.5 Immediate recourse

Each Cross-Guarantor waives any right it may have of first requiring NAB to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Cross-Guarantor under this clause. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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27.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, NAB may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received or recovered (by set-off or otherwise) by NAB (or any trustee or agent on its behalf) in respect of those amounts, or appropriate apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Cross-Guarantor shall be entitled to the benefit of the same; and

(b) without limiting paragraph (a), refrain from applying any moneys received or recovered (by set-off or otherwise) from any Cross-Guarantor on account of any Cross-Guarantor's liability under this clause in discharge of that liability or any other liability of an Obliger, and claim or prove against anyone in respect of the full amount owing by the Obligors.

27.7 Deferral of Cross-Guarantors' rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless NAB otherwise directs, no Cross-Guarantor will:

(a) exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(i) to be indemnified by an Obligor;

(ii) to claim any contribution from any other guarantor of or provider of security for any Obliger's obligations under the Finance Documents;

(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of NAB under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by NAB;

(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Cross-Guarantor has given a guarantee, undertaking or indemnity under clause 27.1; or

(v) to exercise any right of set off against any Obligor;

(b) in any form of administration of an Obligor (including liquidation, winding up, bankruptcy, voluntary administration, dissolution or receivership or any analogous process) prove for or claim, or exercise any vote or other rights in respect of, any indebtedness of any nature owed to it by the Obligor.

27.8 Trust

If, in any form of administration of an Obligor (including liquidation, winding up, bankruptcy, voluntary administration, dissolution or receivership or any analogous process), a Cross-Guarantor receives any sum in respect of any indebtedness of any nature owed to it by the Obligor, it will hold on trust for NAB so much of that sum as does not exceed the amount which may be or become payable to NAB under or in connection with the Finance Documents. It will promptly pay it to NAB.

27.9 Additional security

This guarantee, undertaking and indemnity is in addition to and is not in any way prejudiced by any other guarantee, undertaking and indemnity or security now or subsequently held by NAB.

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28. POWER OF ATTORNEY

(a) Each Obligor {for consideration received) irrevocably appoints NAB and each authorised officer or Controller appointed by NAB (each an Attorney) severally as its attorney for the purposes set out in clause (b).

(b) In addition to doing anything which in the reasonable opinion of an Attorney is necessary or expedient for securing or perfecting this document and any Encumbrance created under a Security Document at any time, the Attorney may, after the occurrence of an Event of Default, do any of the following:

29. ASSIGNMENT AND CHANGES TO THE OBLIGORS

29.1 Assignments and transfers by NAB

(a) NAB may assign any of its rights or novate, sub-participate, sell-down or transfer by whatever form or otherwise deal with any or all of its rights and obligations under any Finance Document without the consent of, or notice to, any Obligor.

(b) In order to facilitate any such dealing, NAB may (but is not obliged to), from time to time, separate and sever any of its rights (or any part of any of its rights) described in a notice given by NAB to the Obligors from its other rights and obligations under any Finance Document. Any such notice is effective from the time of delivery so that:

(i) the rights and obligations described in the notice are independent from, and may be assigned (including at law), novated, sub-participated, sold-down, transferred or otherwise dealt with separately from, any other rights and obligations of NAB under that Finance Document;

(ii) the rights and obligations described in the notice may be exercised differently from any other rights and obligations of NAB under that Finance Document; and

(iii) the Amount Owing in respect of those rights may be calculated separately from the other Amount Owing.

29.2 Assignments and transfers by Obligors

No Obligor may assign its rights or novate its obligations or otherwise deal with its rights and obligations under any Finance Document without NAB's prior written consent.

29.3 Additional Borrowers

(a) A Borrower may request that any of its wholly-owned Subsidiaries becomes an Additional Borrower. That Subsidiary may become an Additional Borrower only if:

(i) NAB approves the addition of that Subsidiary;

(ii) the Borrower delivers to NAB an Accession Letter, duly completed and executed by the Borrower and the Subsidiary, whereby the Subsidiary accedes as both an Additional Borrower and (unless the Subsidiary is already a Cross-Guarantor) an Additional Cross-Guarantor;

(iii) the Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and

(iv) NAB has received all of the documents and other evidence listed in Annexure 6 (Conditions precedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to NAB.

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(b) If NAB accepts and executes the Accession Letter and notifies the Borrower, the Subsidiary becomes an Additional Borrower with effect on and from the date specified in the Accession Letter and is bound by the terms of this document.

29.4 Additional Cross-Guarantors

(a) A Borrower may request that any of its wholly-owned Subsidiaries becomes an Additional Cross-Guarantor. That Subsidiary may become an Additional Cross-Guarantor only if:

(i) NAB approves the addition of that Subsidiary;

(ii) the Borrower delivers to NAB a duly completed and executed Accession Letter executed as a deed by the Borrower and the Subsidiary whereby the Subsidiary accedes as an Additional Cross-Guarantor; and

(iii) NAB has received all of the documents and other evidence listed in Annexure 6 (Conditions precedent required to be delivered by an Additional Obligor) in relation to that Additional Cross-Guarantor, each in form and substance satisfactory to NAB.

(b) If NAB accepts and executes the Accession Letter and notifies the Borrower, the Subsidiary becomes an Additional Cross-Guarantor with effect on and from the date specified in the Accession Letter and is bound by the terms of this document.

29.5 Additional Security Providers

(a) A Borrower may request that a person becomes an Additional Security Provider. That person shall become an Additional Security Provider if:

(i) NAB approves the addition of that person;

(ii) the Borrower delivers to NAB a duly completed and executed Accession Letter executed as a deed by the Borrower and the person whereby the person accedes as an Additional Security Provider; and

(iii) NAB has received all of the documents and other evidence listed Annexure 6 (Conditions precedent required to be delivered by an Additional Obligor) in relation to that Additional Security Provider, each in form and substance satisfactory to NAB.

(b) If NAB accepts and executes the Accession Letter and notifies the Borrower, the person becomes an Additional Security Provider with effect on and from the date specified in the Accession Letter and is bound by the terms of this document.

29.6 Resignation of a Cross-Guarantor

(a) A Borrower may request that a Cross-Guarantor ceases to be a Cross-Guarantor by delivering to NAB a duly completed and executed Resignation  Letter.

(b) If NAB (acting reasonably having regard to its legitimate commercial interests) accepts and executes the Resignation Letter and notifies the Borrower of its acceptance of the Resignation Letter, the Cross-Guarantor shall cease to be a Cross-Guarantor with effect on and from the date specified in the Resignation Letter and shall have no further rights or obligations as a Cross-Guarantor under the Finance Documents.

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29.7 Resignation of a Security Provider

(a) A Borrower may request that a Security Provider ceases to be a Security Provider by delivering to NAB a duly completed and executed Resignation Letter.

(b) If NAB (in its absolute discretion) accepts and executes the Resignation Letter and notifies the Borrower of its acceptance of the Resignation Letter, the Security Provider shall cease to be a Security Provider with effect on and from the date specified in the Resignation Letter and shall have no further rights or obligations as a Security Provider under the Finance Documents.

29.8 Repetition of representations

Delivery of an Accession Letter constitutes confirmation by the proposed Additional Obligor that the representations and warranties in this document are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

29.9 Accession Letters and Resignation Letters

For each Accession Letter or Resignation Letter, each Obligor for valuable consideration irrevocably appoints each Borrower to execute the Accession Letter or Resignation Letter on its behalf.

30. CONFIDENTIALITY

(a) Each party agrees that no party will disclose to an Interested Person, or any other person at the request of an Interested Person, any information of the kind described in section 275(1) of the PPSA unless allowed or required by law.

(b) Each Obligor agrees that it will not authorise the disclosure of any information of the kind described in section 275(1) of the PPSA.

(c) Each party agrees not to disclose information provided by the other party (including the existence or contents of this document) except:

(i) to officers, employees, legal and clauses other advisers and auditors of an Obligor, NAB or a Receiver;

(i) with the consent of the other party (who must not unreasonably withhold under their consent);

(ii) if required by any stock exchange or stated, if allowed or required by law;

(iii) by NAB under clause 25 (Liability for Regulatory Events) or in relation the document exercise of its rights under clause 29.1(a) (Assignments and transfers by NAB);

(iv) by NAB to any Related Entity of NAB purpose or an Obligor;

(v) by NAB to any assignee of NAB's NAB to rights under this document or any other arrangement (including a request, bill of exchange, agreement, NAB's guarantee oran Encumbrance) under Obligor that which obligations are or could in the future be owed to NAB provided the receiving party is bound by an email); or obligation of confidentiality;

(vi) by NAB to any person in connection service with NAB exercising rights or dealing with rights or obligations including preparatory steps such as negotiating to with any potential assignee of NAB's giving rights or other person who is considering contracting (directly or indirectly) with NAB or a Receiver in connection with this document, or department or anyone who invests in or otherwise finances or administers such a that transaction, provided the receiving substitute party is bound by an obligation of address confidentiality;

(vii) by NAB for the purpose of registering and maintaining any financing statement or financing change statement (each as defined in the PPSA) relating to NAB's Security Documents; or

(viii) by NAB to any Obligor or person NAB believes may become an Obligor, received; and provided that the prohibition under clause (a) or (b) is absolute and therefore none of the exceptions in this clause (c} apply to a disclosure under clause (a) or (b).

(d) NAB agrees that each Borrower is providing its signed copy of this document on the condition that NAB complies with its obligations of confidentiality under clauses (a) and (c) above.

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31. COMMUNICATIONS AND NOTICES

(a) Any communication or notice made or in connection with any Finance Document must be made in legible writing in English and, unless otherwise may be delivered by post or email.

(b) Any communication or notices Drawdown Notice) under this may be submitted by an Authorised of an Obligor (or other person by or on behalf of the Obligor for the purpose) by any electronic method approved by NAB for a specific from time to time.

(c) Any communication or notice from an Obligor, may be:

(i) given by making it available at website and notifying the the information is available electronically (including by SMS or email); or

(ii) given by other electronic method or by making it available on a service provided by NAB

Obligors may withdraw their agreement to receive notices by electronic means by giving NAB notice.

(d) The address, email address, mobile telephone number and the department officer for whose attention the communication is to be marked is that identified in the Schedule or any substitute address, electronic address, email address or department or officer as an Obligor may notify to NAB (or NAB may notify to the Obligors, if a change is made by NAB) by not less than 5 Business Days' prior written notice.

(e) Unless a later time is specified in the communication, a communication effect from the earlier of:

(i) the time it is actually,received; and

(ii) except in the case of a communication to NAB, the time it is deemed to be received under clause (f).

(f) Subject to clause (g), any communication or notification will be deemed to be received:

(i) if left at the recipient's address, at the time left at the relevant address;

(ii) if sent electronically to a Borrower to an email address or if made available at NAB's website and notified to an Obligor under sub-clause (c) or if sent by another electronic method, at the time it was sent or when it was posted on a service provided by NAB;

(iii) if by way of post, 3 Business Days (or 7 Business Days if sent overseas) after being posted; or

(iv) if a notice is given by publishing it, at the time the notice is first published,

unless delivery or receipt is on a day which is not a Business Day or is after 4:00 p.m. (addressee's time) in which case it will be deemed to be received at 9:00 a.m.on the following Business Day.

(g) Except in respect of a communication submitted under sub-clause (b), each communication to NAB:

(i) must be addressed to the department or officer of NAB specified in accordance with (d); and

(ii) where the Obligor is a company must be signed (either directly or with a digital image of their signature) by an Authorised Officer.

(h) NAB may rely on any notice or communication from an Obligor, an Authorised Officer of an.Obligor or any other authorised person referred to in sub-clause (b), or on any notice or communication that NAB believes in good faith is from any of those persons.

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32. ACCOUNTS AND CERTIFICATES

(a) In any litigation, arbitration proceedings or other dispute resolution process arising out of or in connection with a Finance Document, the entries made in the accounts maintained by NAB are sufficient evidence of the matters to which they relate unless the contrary is proved.

(b) Any certification or determination by NAB of an exchange rate, a rate of interest or any amount under any Finance Document is sufficient evidence of the matters to which it relates and any certification or determination by NAB of any other matter is sufficient evidence of the matters to which it relates unless and until it is established to be incorrect.

33. ACCOUNTING FOR TRANSACTIONS

(a) Each Borrower irrevocably authorises NAB to open such accounts as NAB reasonably determines to be necessary in connection with a Facility.

(b) Each Borrower of a Facility irrevocably authorises NAB to debit from the Loan Account or Nominated Account for that Facility (if any) any amounts payable by the Borrower in relation to that Facility or account, including interest, Costs, Taxes, enforcement expenses and any amount payable under .an indemnity, unless otherwise stated or agreed.

(c) If a Borrower authorises NAB to debit any amount from an account or one of two or more accounts, NAB can debit that amount from that account (or if more than one account, from any account it chooses) even if it causes the account to become overdrawn. Alternatively, if there are insufficient cleared funds in that account, the Borrower authorises NAB to debit that amount from any account of the Borrower NAB decides, including an account NAB opens in the Borrower's name.

(d) If this document does not state to which account an amount may be debited or credited, NAB may debit or credit that amount from any account (including, for the avoidance of doubt, any Loan Account or Nominated Account) of the Borrower NAB decides, including an account NAB opens in the Borrower's name.

(e) Where NAB debits an account in the name of a Borrower, opened by:

(i) the Borrower, the Borrower must pay NAB interest (including default interest if applicable) on any debit balance in accordance with the terms of that account;

(ii) NAB, the Borrower must pay NAB interest on the overdrawn balance of that account (other than an overdraft account where the balance does not exceed the applicable Facility Limit) at the Default Interest Rate applying to the relevant Facility or, if there is none, in accordance with the terms normally applied by NAB to accounts of that type; or

(iii) either the Borrower or NAB, and the amount debited is not otherwise payable in accordance with this document, the overdrawn balance of the account (taking into account any limit applicable to that account) is immediately payable by the Borrower when NAB asks. It is to the Borrower's benefit to pay this amount as soon as possible to minimise fees and interest (including default interest).

(f) Unless otherwise provided, NAB may apply any payment under or in connection with this document towards satisfying obligations under this document as NAB reasonably sees fit.

(g) Where NAB is authorised to debit an amount from an account under this document, it can do so without prior notice.

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34. STATEMENTS OF ACCOUNT

(a) Subject to clause (b), NAB will provide the Borrower with a statement of account at least every 3 months for each Facility that is a revolving facility (such as an overdraft facility) and at least every 6 months for other credit facilities.

(b) If NAB is not required by law to provide the Borrower with a statement, it may choose not to do so.

35. BANKING CODE OF PRACTICE

Borrower represents and warrants to NAB that either:

(a) it (or where it is a member of a corporate group, the group) had an annual turnover of greater than $10 million in the previous financial year; or

(b) it (or where it is a member of a corporate group, the group) has more than 100 full time equivalent employees; or

(c) it has more than $5 million total debt to all credit providers including:

(i) any undrawn amounts under existing loans;

(ii) any loans provided under this agreement; and

(iii) the debt of all its related entities that are businesses; or

(d) it is a company listed on the ASX or it is a government entity or it holds an Australian Financial Services Licence to be a responsible entity or to provide custodial or depository services,

and accordingly each Borrower acknowledges that the Banking Code of Practice does not apply to this agreement or the facilities being provided under it.

36. GENERAL PROVISIONS

36.1 Partial invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of that or any other jurisdiction will in any way be affected or impaired.

36.2 No waiver

(a) No failure to exercise, nor any delay in exercising, on the part of NAB, any right or remedy under a Finance Document will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further exercise or the exercise of any other right or remedy.

(b) The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

(c) NAB need not resort to a right, power or Encumbrance under a Security Document before resorting to any other of them.

36.3 Amendments and waivers

(a) Except as set out in clause (b), any term of a Finance Document may be amended or waived only in writing with the consent of NAB and the relevant Obligors and any such amendment or waiver will be binding on all parties.

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(b) NAB may, acting reasonably, vary the terms of this document unilaterally by giving written notice to the relevant Borrower, by way of publication on NAB's website and/or advertisement in the local or national press or by giving notice in accordance with any provision of this document that expressly contemplates or permits the terms of this document to be varied unilaterally, at any time:

(i) to the extent NAB reasonably considers necessary to ensure compliance with relevant laws or to reflect NAB's systems capabilities, provided such variation does not, in the reasonable opinion of NAB, result in a material change to the nature of the Facilities; or

(ii) to the extent that this document expressly contemplates or permits the terms of this document to be variedunilaterally.

36.4 Counterparts

Each Finance Document may be executed in any number of counterparts, and if so, the counterparts taken together constitute one and the same instrument.

36.5 Continuing indemnities

(a) All indemnities and reimbursement obligations in each Finance Document are continuing and survive termination of the Finance Document.

(b) Each such indemnity is an additional, separate and independent obligation of each Obligor and no one indemnity limits the general nature of any other indemnity.

36.6 Consents and waivers

Each Obliger will comply with an conditions in any consent or waiver NAB gives under or in connection with a Finance Document. NAB will act reasonably in all the circumstances and in its legitimate business interests in determining such conditions and requirements.

36.7 Discretion in exercising rights

NAB may exercise a right or remedy or give or refuse its consent under or in connection with a Finance Document reasonably after having regard to its legitimate business requirements.

36.8 No liability for loss

NAB is not liable to any Obliger for any loss, liability or Costs caused by the exercise or attempted exercise of, or failure to exercise, or delay in exercising, a right or remedy under or in connection with a Finance Document, where:

(a) there is no breach of a legal duty of care owed by NAB or by any of NAB's employees or agents; or

(b) such loss or damage is not a reasonably foreseeable result of any such breach.

36.9 Rights and obligations are unaffected

Rights given to NAB, and an Obliger's obligations, under or in connection with a Finance Document, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise.

36.10 Inconsistent law

The Obligors may have statutory rights andprotections available to them under Australian laws, including laws to protect small businesses from unfair contract terms. However, to the extent permitted by law, each Finance Document prevails to the extent it is inconsistent with any law.

36.11 Entire agreement

This document constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on the subject matter.

36.12 Telephone recording

Each Obliger consents to NAB recording any telephone conversations between it and NAB in relation to any Facility that are customarily recorded in the finance industry or where the Obligor is notified prior to the commencement of the telephone conversation and such recordings being used for training and quality purposes and in any arbitral or legal proceedings.

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36.13 Reinstating avoided transaction

Each Obliger agrees that if a payment or other transaction relating to the Amount Owing is void, voidable, unenforceable or defective for any reason or a related claims upheld, conceded or settled (each an Avoidance), then even though NAB knew or should have known of the Avoidance:

(a) each right, power and remedy of NAB, and each Obligor's liability under each Finance Document will be what it would have been, and will continue, as if the payment or transaction the subject of the Avoidance had not occurred; and

(b) it will immediately execute and do anything necessary or reasonably required by NAB to restore NAB to its position immediately before the Avoidance (including reinstating any Finance Document) and procure that each relevant Obligor does so.

This clause 36.13 survives any termination or full or partial discharge or release of any Finance Document.

14 Reading down and severance

(a) If any law making unfair contract terms void could apply to a term in this document, the following rules apply to interpreting that term:

(i) If the law would make the term void because the term permits NAB to exercise a right or discretion in a way or to an extent that would cause detriment to an Obligor, the term shall be read down and construed so as not to permit NAB to exercise the right or discretion in such a way or to such an extent but otherwise the term shall be construed as permitting NAB to exercise the right or discretion in all ways and to any extent consistent with the term.

(ii) if the law would make the term void because the term imposed a particular amount for a fee or charge, the term shall be read down and construed as authorising the maximum amount for that fee or charge which would not cause the term to be void.

(iii) If the law would make the term void because it authorised NAB to recover costs or losses or damages to be calculated by NAB in a specified way or in a way NAB chooses, the term shall be read down and construed as authorising NAB to recover the maximum reasonable costs, losses and damages to be calculated in a reasonable way that did not cause the term to be void.

(iv) If, despite the application of rules (i),

(ii) and (iii) to the term, the law would make the term void, the term is to be read down and construed as if it were varied, to the minimum extent necessary, so that the term is not void.

These reading-down rules apply before the following additional reading-down and severance provision:

(b) If a provision of this document is void or voidable or unenforceable by NAB, but would not be void or voidable or unenforceable if it were read down, it shall be read down accordingly.

(c) If, despite paragraph (b), a provision of this document is still void or voidable or unenforceable by NAB:

(i) if the provision would not be void or voidable or unenforceable if a word or words were omitted therefrom, that word or those words (as the case may be) are severed; and

(ii) in any other case, the whole provision is severed, and the remainder of this document has full force and effect.

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37. GOVERNING LAW AND JURISDICTION

(a) This document is governed by the laws of the Governing Law Jurisdiction.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Governing Law Jurisdiction (and any court of appeal) and waives any right to object to an action being bought in those courts, including on the basis of inconvenient forum or those courts not having jurisdiction.

(c) This clause 37 (Governing Law and Jurisdiction) is for the benefit of NAB only. As a result, NAB will not be prevented from taking proceedings in any other court with jurisdiction.

(d) To the extent permitted by law, NAB may take concurrent proceedings in any number of jurisdictions.

38. ACKNOWLEDGEMENT

Each Obligor acknowledges that, except as expressly set out in a Finance Document:

(a) none of NAB or any of its advisers has given any representation or warranty or other assurance to it in relation to any Finance Document or the transactions contemplated by any Finance Document, including as to Tax or other effects;

(b) it has not relied on NAB or any of its advisers or on any conduct (including any recommendation) by NAB or any of its advisers;

(c) it has had the opportunity to obtain its own independent financial, Tax and legal advice and has done so or has elected not to do so;

(d) where an Obligor has granted a Security Document (including any Guarantee) in favour of NAB, each Security Document (including any Guarantee) is, and remains, in full force and effect and continues and extends to secure all present and future obligations of that Obligor to NAB in respect of the Facilities; and

(e) if it gives NAB personal information about someone else, or directs someone else to give their personal information to NAB, it must show that person a copy of the Privacy Statement so that they understand the manner in which their personal information may be used or disclosed.

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ANNEXURES

ANNEXURE 1: VERIFICATION CERTIFICATE VERIFICATION CERTIFICATE

To:National Australia Bank Limited (NAB)

From: [insert name and ACN] (the Company)

Dated: [insert date]

We, being [directors][a director and company secretary] of the Company [I, being the sole director of the Company] hereby certify as follows:

Except where otherwise defined, capitalised terms used in the Finance Agreement dated on or about the date of this certificate between the Company and NAB have the same meaning when used in this certificate.

1. SPECIMEN SIGNATURES

The following are the signatures of the persons appointed as Authorised Officers and attorneys of the Company for the purposes of the Finance Documents or who are otherwise authorised to sign a Finance Document on behalf of the Company.

Authorised Officers

Signature of Authorised Officer	Signature of Authorised Officer
Name:	Name:
Title:

Attorneys

Signature of Attorney	Signature of Attorney
Name:	Name:
Title:	Title:

2. AUTHORISATIONS

(a) Attached to this certificate marked "A" are true, complete and current copies of each [list Material Authorisations].

(b) Other than the documents listed above, no other Authorisations are necessary for the Company to enter into, observe its obligations under, and perform the transactions contemplated by, each Finance Document to which it is expressed to be a party.

3. SOLVENCY DECLARATION

(a) As at the date of execution of each Finance Document the Company is solvent (as defined in section 95A(1) of the Corporations Act) and will not become insolvent (as defined in section 95A(2) of the Corporations Act) by entering into and complying with its obligations under each Finance Document.

(b) The Company has at all times complied with its obligations under section 286 of the Corporations Act.

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(c) To the best of our knowledge, no application or order has been made, no proceedings have been commenced, no resolutions have been passed or proposed in a notice of meeting and no other steps have been taken for:

(i) the winding up, dissolution or administration of the Company or of any Trust or Registered Scheme of which the Company acts as trustee or responsible entity, as the case may be; or

(ii) the Company entering into an arrangement, compromise or composition with or assignment of the benefit of its creditors or a class of them.

4. POWER OF ATTORNEY

Attached to this certificate marked "B" is [an original] [a true, complete and current copy] of a power of attorney which the Company is to use or has used to execute a Finance Document.

5. FINANCIAL STATEMENTS

Attached to this certificate marked "C" is [a true, complete and current copy] of the most recent [insert details of Finance Statements] of the Company [and the Group].

6. MATERIAL DOCUMENTS

Attached to this certificate marked "D" are [true, complete and correct copies] of the following Material Documents:

[insert list]

To the extent that any of these Material Documents has been provided to NAB prior to the date of this certificate, we certify that the copies provided are true, up-to-date and complete.

MULTIPLE DIRECTORS

Signature of director	Signature of director/company secretary
Name of director (print)	Name of director/company secretary (print)
Date	Date

SINGLE DIRECTOR

Signature of sole director and sole company secretary

Name of sole director and sole company secretary (print)

Date

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ANNEXURE 2: COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

To:National Australia Bank Limited (NAB)

From: [insert name and ACN] (the Company)

Dated: [insert date]

Finance Agreement dated [insert date] (the Agreement)

1. We refer to the Agreement. This is a Compliance Certificate. Terms used in the Agreement shall have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that: [Insert details of covenants to be certified]

3. [We confirm that no Default [or Review Event] is continuing.]*

* If this statement cannot be made, the certificate should identify any Event of Default, Potential Event of Default or Review Event that is continuing and the steps, if any, being taken to remedy it.

MULTIPLE AUTHORISED OFFICERS
Signature of Authorised Officer	Signature of Authorised Officer
Name (print)	Name (print)
Date	Date

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ANNEXURE 3: DRAWDOWN NOTICE

DRAWDOWN NOTICE

To:National Australia Bank Limited (NAB)

From: [insert name and ACN] (the Company)

Dated: [insert date]

Finance Agreement dated [insert date] (the Agreement)

1. We refer to the Agreement. This is a Drawdown Notice. Terms defined in the Agreement shall have the same meaning in this Drawdown Notice unless given a different meaning in this Drawdown Notice.

2. [For facilities other than Bank Guarantee Facilities] We wish to make a Drawing on the following terms:

Proposed Drawdown Date:	] (or, if that is not a Business Day, the next Business Day)
Facility for Drawing:	[Insert details of Facility]
[Currency:]
Amount:	] or, if less, the Available Facility
Interest Period:
Proceeds to be credited to:	[Account]

3. [For Bank Guarantee Facilities] We request that the following Bank Guarantee(s) be prepared by NAB and made available for collection by [ourselves/the Beneficiary]:

Beneficiary:	[Name, ABN/ACN and address]
Agreement:
Amount:	$[
Termination Date:

We acknowledge that the Bank Guarantee(s) above will be issued under, and will be subject to the terms of, the Bank Guarantee Facility under the Agreement. NAB will continue to be indemnified in accordance with the terms of that Bank Guarantee Facility in respect of any amount it pays to a Beneficiary under the Bank Guarantee(s) requested.

4. We confirm that each condition specified in Clause [*] is satisfied on the date of this Drawdown Notice. [except as described in the notice dated [*] given to you, a copy of which is attached]

5. The proceeds of this Drawing should be credited to [account].

6. This Drawdown Notice is irrevocable.

Yours faithfully

Authorised Officer

[Company on behalf of] [name of relevant Borrower]

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ANNEXURE 4: FORM OF ACCESSION LETTER

To:National Australia Bank Limited (NAB)

From: [Additional Obligor] and [Borrower] for itself and on behalf of each other person who is an Obligor at the date of this letter

Date: [insert date]

Finance Agreement dated [insert date] (the Agreement)

We refer to the Finance Agreement. This is an Accession Letter. Terms used in the Finance Agreement shall have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

[[Additional Obligor] agrees to become an Additional Borrower in respect of [all Facilities]/[specify relevant Facilities] and to be bound by the terms of the Finance Agreement as an Additional Borrower pursuant to Clause 29.3 (Additional Borrowers) of the Finance Agreement.]

[[Additional Obligor] agree s to become an Additional [Cross-Guarantor]/[Security Provider] and to be bound by the terms of the Finance Agreement as an Additional [Cross-'Guarantor]/[Security Provider] pursuant to[Clause 29.4 (Additional Cross-Guarantors)]/[Clause 29.5 (Additional Security Providers)] of the Finance Agreement.]

[Additional Obligor] agrees to do all things that are required under the Finance Agreement to be done in connection with becoming an Additional [Borrower]! [Cross-Guarantor]/ [Additional Security Providers].

[Each of the following is specified as a Security Document for purposes of the Finance Agreement:

[Insert details of new Security Documents including Facilities to be secured]

The details for service of communications to [Additional Obligor] are as follows:

Address:

Email:

Attention:

This Accession Letter is governed by the laws of [name of state or territory]. This Accession Letter may be executed in any number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.

This Accession Letter is entered into as a deed.

[Borrower] [Additional Obligor]

This Accession Letter is accepted by NAB and the accession date is confirmed as[*].

Executed on behalf of National Australia Bank Limited by its Attorney who holds the position of Level  ) Attorney under Power of Attorney dated 1 March 2007
in the presence of:)	)
	)
Signature of Witness		Signature of Attorney
Name of Witness (print)		Name of Attorney

©   NationalAustraliaBankLimited 102

ANNEXURE 5: FORM OF RESIGNATION LETTER

To:National Australia Bank Limited (NAB)

From: [Resigning Obligor] and [Borrower] for itself and on behalf of each other person who is an Obligor at the date of this letter

Dated: [insert date]

Finance Agreement dated [insert date] (the Agreement)

1. We refer to the Finance Agreement. This is a Resignation Letter. Terms used in the Finance Agreement shall have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2.Pursuant to [Clause 29.6 (Resignation of a Cross-Guarantor)]/ [Clause 29.7 (Resignation of a Security Provider)], we request that [resigning Obligor] be released from its obligations as a

[Cross-Guarantor]/[Security Provider] under the Finance Agreement.

3.This Resignation Letter is governed by the laws of [name of state or territory]. This Resignation Letter may be executed in any number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.

[resigning Obligor]	[Borrower]
By:

This Resignation Letter is accepted by NAB and the resignation date is confirmed as[*].

Executed on behalf of National Australia Bank Limited

by its Attorney who holds the position of Level)

Attorney under Power of Attorney dated 1 March 2007

in the presence of:)

	)
	)
Signature of Witness	)	Signature of Attorney
	)
Name of Witness (print)	)	Name of Attorney

©   NationalAustraliaBankLimited 103

Borrowing Base Annexure to the Global Trade Finance Specific Conditions

1. WHAT THIS DOCUMENT IS ABOUT

This Annexure applies if the Facility Details for a Trade Refinance Facility specify that it applies. It is to be read in conjunction with the Business Lending General Terms and the Global Trade Finance Specific Conditions which apply to this Facility.

2. ADDITIONAL SPECIFIC REQUIREMENTS FOR USE OF THE FACILITY

In addition to clause 4 of the Business Lending General Terms and clause 4 of the Global Trade Finance Specific Conditions, the additional requirements for the first drawing of the Facility are set out in clause 2.1 and the additional requirement for each use of the Facility is set out in clause 2.2.

2.1 First drawing

Before you provide us with the first Drawdown Notice under the Facility, we must have received the following, in form and substance satisfactory to us:

(a) a certified copy of each Relevant Document, properly completed and executed;

(b) a certified copy of each Insurance Policy and the certificate of currency relating to it;

(c) evidence that the Approved Inventory Location has been inspected by us and we have approved the quantity of Approved Inventory located at the Approved Inventory Location;

(c) evidence that we have been granted a right of entry to each Approved Inventory Location; and

(d) evidence that each security interest given in our favour, or which the Borrower or any Security Provider has under PPS Law, including any security interest it may have in inventory located at an Approved Inventory Location, has been registered under the PPS Law.

2.2 Each drawing

Before you provide us with any Drawdown Notice under the Facility, we must have received any additional documents or information we reasonably request for the purposes of determining the Borrowing Base Limit or the operation of this Facility, in form and substance satisfactory to us.

3. DRAWDOWN NOTICE

Each Drawdown Notice must be substantially in the form attached to this Annexure. You may only submit a Drawdown Notice if:

(a) you have provided us with a Borrowing Base Report in accordance with clause 5.1(a);

(b) prior to and following the proposed drawing, no more than two drawings denominated in Australian Dollars would be outstanding; and

(c) prior to and following the proposed drawing, the Facility Amount Owing for this Facility would not exceed the Borrowing Base Limit.

4. ADDITIONAL PROMISES WE RELY ON

In addition to your other promises, you also make the following promises to us.

(a) All:

(i) receivables listed in a Borrowing Base Report are Approved Receivables and those receivables identified as Trade Credit Insured Receivables are covered under an Insurance Policy;

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(ii) inventory listed in a Borrowing Base Report is Approved Inventory; and

(iii) of the information in each Borrowing Base Report are true and accurate and not misleading in any respect.

(b) You have good title to:

(i) the inventory and receivables listed in a Borrowing Base Report; and

(ii) the goods being sold to each buyer listed in a Borrowing Base Report,

free and clear of any Security Interest, and you are lawfully entitled to assign or grant any Security Interest over any receivable or inventory listed in a Borrowing Base Report, and there are no restrictions or prohibitions on you doing so.

(c) Each Relevant Document is in full force and effect, and has not been amended or terminated without our consent.

(d) Each Storage and Handling Agreement is on substantially the same terms as the standard industry terms.

(e) There is no current, pending or threatened dispute in respect of any Contract relating to the inventory or receivables listed in any Borrowing Base Report or any Storage and Handling Agreement.

5. ADDITIONAL UNDERTAKINGS

5.1 Undertakings

In addition to your other undertakings to us, you must:

(a) provide to us an up-to-date Borrowing Base Report:

(i) on the first day of each monthly period following the date of this Agreement;

(ii) in respect of each drawing, no earlier than two Business Days before the proposed date of drawdown and no later than one Business Day before the proposed date of drawdown;

(iii) at such other times we may reasonably require;

The report must reflect the current position as at the date it is provided to us.

(b) unless we agree in writing:

(i) not agree to any variation or termination of any Relevant Document; and

(ii) provide to us, a certified copy of each Relevant Document and any variation to a Relevant Document, entered into after the date of this Agreement with our prior consent by no later than two Business Days after it is signed;

(c) unless we agree in writing:

(i) maintain each Insurance Policy and comply with all of the terms of the Insurance Policy;

(ii) ensure that we are notified within two Business Days of any change made to an Insurance Policy and promptly provide to us, a copy of all notices or other communications you receive under any Insurance Policy;

(d) ensure that:

(i) we (or the Inspection Agent) are permitted to undertake a field inspection in relation to any Approved Inventory Location and your debtor management systems at such times as we require subject to the following:

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(A) each type of inspection is not undertaken more than once every half-year after the date of this Agreement (General Field Inspection);

(B) you receive at least than 30 days' notice; and

(C) we (or the Inspection Agent) and the relevant personnel comply with the Approved Storage Location Operator's operating procedures and occupational health and safety guidelines;

(ii) we (or the Inspection Agent) have access to all premises and records for the purposes of undertaking such field inspection;

(iii) you, if applicable, procure that the Inspection Agent provides to us a Site Quality Inspection Due Diligence Report in respect of each Approved Inventory Location;

(e) ensure that payments made by each buyer listed in a Borrowing Base Report are made directly to the Nominated Account (as defined in the Facility Details of this Facility) and that all invoices issued to such persons stipulate this; and

(f) comply with your own Risk Management Policy.

5.2 Negative Pledge

You undertake to us that, for so long as you have any outstanding obligations or liabilities to us in connection with this Facility, you must:

(a) ensure that the Approved Inventory and Approved Receivables are not subject to any Security Interest except in our favour; and

(b) not sell, assign, dispose of or otherwise deal with any Approved Receivables (or any interest in them) to any person other than us.

6. ADDITIONAL REVIEW EVENT

(a) Each of the following is a review event (Review Event):

(i) any of the following persons is Insolvent:

(A) an Approved Storage Location Operator operating a location where Approved Inventory is stored; or

(B) an Approved Buyer in respect of which any Approved Receivable remains outstanding from that Approved Buyer.

(b) Promptly after you become aware that a Review Event has occurred, you must give us full details of that Review Event and any steps you have taken, or are proposing to take, to remedy it.

(c) You and we agree to enter into negotiations for at least 30 days (Review Period), with a view to agreeing terms on which we would be prepared to offer to provide, fund or maintain all or any of this Facility.

(d) If agreement is reached, you must do all acts and execute all documents as we reasonably require to document, or to protect, preserve or secure our rights and interests under, such agreement.

(e) If agreement is not reached by the end of the Review Period or if you fail to comply with your obligations under clause 6(d), an additional Adverse Event will arise and we may exercise any of our rights set out in this Agreement.

7. ADDITIONAL ADVERSE EVENTS

Clause 11 (Default) of the Business Lending General Terms - which sets out provisions in relation to Default, including Payment Defaults and Adverse Events (and their consequences) - applies to this

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Agreement. In addition, as this is a Specialised Facility, an Adverse Event will also occur under this Facility if:

(a) an Approved Insurer of an Insurance Policy held by you is Insolvent; or

(b) clause 6(e) applies.

8. ADDITIONAL CONSEQUENCES OF DEFAULT

If you are in Default and we are entitled to take Enforcement Action, in addition to any other rights and obligations under the Business Lending General Terms:

(a) we (or an Inspection Agent) may undertake an inspection in relation to any Approved Inventory Location and your debtor management systems at any time within ordinary business hours without prior notice (and subject otherwise to clause 5.1(d));

(b) we may require you to take any action that we consider reasonable and appropriate in relation to any Insurance Policy (including requiring you to assign any Insurance Policy to us); and

(c) in respect of an Approved Buyer, we may:

(i) require sales agreements and receivables to be assigned or novated to us; and

(ii) exclude the receivables owing by that Approved Buyer from the Borrowing Base Limit.

9. POWER OF ATTORNEY

(a) You irrevocably, for valuable consideration, appoint us and each of our authorised officers severally to be your attorney (Attorney) to execute and deliver all documents and instructions and do all things under and in connection with any Insurance Policy.

(b) The Attorney may appoint or remove any substitute or delegate or sub-attorney.

(c) You agree to ratify anything done by the Attorney in exercising its powers under this clause.

10. FOREIGN CURRENCY TRANSACTIONS

If the Facility involves a foreign currency and if the amount of a proposed drawing in a Drawdown Notice would cause the Balance Owing in Australian Dollars (when we notionally convert it at our prevailing Exchange Rate) to exceed the Borrowing Base Limit, we may amend the Drawdown Notice so that the Borrowing Base Limit will not be exceeded as a result of such drawing.

11. FEES

In addition to any other fees payable under this Agreement (including those set out in the Facility Details}, you must pay the Drawdown Fee in respect of each drawing on the repayment date for that drawing.

12. ACKNOWLEDGEMENT AND CONSENT

You agree and acknowledge that, for the purposes of our ongoing monitoring of the Facility and to assist us to manage our risks under the Facility, we may wish to provide information about you and the Facility to a service provider (including any service provider located outside Australia). You irrevocably consent to this occurring, provided at all times that the service provider has obligations of confidentiality to us.

13. INTERPRETATION AND MEANING OF WORDS

Capitalised terms used in this Annexure with a specific meaning are explained in the Facility Details, the Business Lending General Terms or below.

Advance Rate means the rate corresponding to the relevant inventory category and Approved Storage Location, as follows:

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Inventory category	Approved Storage Location	Advance Rate
Tier 1 -All: Wheat Barley Sorghum Canola	Pasture Genetics Pty Ltd Seed Genetics Australia Pty Ltd O'Neil Transport Pty Ltd Land Storage and Distribution Pty Ltd Monaro Freight Pty Ltd Tasmanian Freight Services Pty Ltd Rural Logistix Pty Ltd Leocata's Transport Pty Ltd Gippsland Couriers Pty Ltd K&S Seed Processors Pty Ltd Landmark Corporation Pty Ltd Northern Agri Services Pty Ltd Pursehouse Rural Pty Ltd AusWest Seeds Pty Ltd Holbrook Seeds Pty Ltd Maitland Clean Grain Pty Ltd Manoora Seeds Pty Ltd Modra Seeds Pty Ltd Morton Seed and Grain PtyLtd Upper Murray Seeds Pty Ltd Lovitts Seeds Pty Ltd Tasmanian Seed Dressing and Storage CompanyPty  Ltd AGF Seeds Pty Ltd Baker Seeds Pty Ltd Frances Seeds Seed Pty Ltd LSDToowoomba Land TSP Pty Ltd Tatiara Seeds Pty Ltd Heazlewood Seeds Pty Ltd Kongal Seeds Pty Ltd PGG Wrightson Seeds Pty ltd Agrifoods Australia	60%
Tier2-AII: Lupins Peas Beans Lentils Chick Peas Vetch Sunflower White Clover Medic Lucerne (Alfalfa) Sunflower Triticale Rye Grass Fescue Oats Brassica & Herbs Forage Cereals Multi-crop Blends Grass Tropical Grasses Tropical Legumes Turf Annual Ryegrass Perennial Ryegrass Millet		60%
	COB Warehousing
	ISDS Warehouse - Toowoomba
	Seed SolutionsAustralia
	Seedcorp
	TAMWORTH W/H - Rural Logistics
	Wilson Brothers
	BALLARAT W/H - Oneils Tspt
	K&S Seed Processors
	LAUNCESTON W/H - Tas Freight
	Deniliquin - S&W
	TAMWORTH - S&W

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Approved Buyer means:

(a) a person named, from time to time, as a buyer approved by the insurer (or approved by you exercising a delegated authority granted by the insurer) as being covered under an Insurance Policy;

(b) such other persons approved us in writing, who purchases goods or services or both from you.

Approved Insurer means:

(a) in respect of Trade Credit Insured Receivables, Atradius; and

(b) in respect of Approved Inventory, an insurer acceptable to us.

Approved Inventory means inventory described in the table in the definition of Advance Rate (including all industry accepted grades and sub type of the types listed as such) which inventory also satisfy the following criteria:

(a) the country of origin is not a Sanctioned Country;

(b) stored in the Approved Inventory Location;

(c) covered by an Insurance Policy; and

(d) pre-sold on standard industry terms.

Approved Inventory Location means each of the following locations:

(a) All 'Approved Storage Locations' listed above; and

(b) such other locations as agreed between us and you in writing provided that we are granted a right of entry in form and substance satisfactory to us in respect of each such location.

Approved Receivables means receivables of yours in respect of which:

(a) the buyer is an Approved Buyer;

(b) payment has not remained outstanding for more than 21 days past the invoice due date; and

(c) the invoice is due and payable in full in accordance with terms approved by us and not subject to any dispute, counterclaim or set-off.

Approved Storage Location Operator means all storage locations listed above, or such other operators as you and we agree in writing.

Borrowing Base Limit means the lesser of the Facility Limit and the total of the following:

(a) Advance Rate of the Agreed Average Selling Price of each Approved Inventory that is within the relevant Location;

(b) 80% of the book value of Trade Credit Insured Receivables that are within the relevant Buyer Limit (provided that if the resulting amount comprises an amount for an Approved Buyer that exceeds its Buyer Limit, then any amount exceeding its Buyer Limit will be disregarded for the purposes of this calculation).

Borrowing Base Report means a report which provides information in relation to the Approved Inventory and Approved Receivables including:

(a) information in sufficient detail for us to be able to identify type, grade, volume, value and location of inventory and identify amounts receivable from each Approved Buyer;

(b) details of all Approved Inventory, including:

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(i) country of origin;

(ii) location;

(iii) product type;

(iv) quantity;

(v) grade;

(vi) average sale price;

(vii) weekly Inventory valuation price (to be calculated using the Current Market Value of Approved Inventory);

(viii) total value;

(c) summary details of each invoice in relation to each Approved Receivable listing amounts owed to you by Approved Buyers including:

(i) name;

(ii) payment terms;

(iii) credit limit;

(iv) invoice reference number;

(v) date of issue of invoice;

(vi) value of invoice; and

(vii) due date for payment in relation to invoice;

(d) a summary sheet showing the calculation made to arrive at the Borrowing Base Limit, such summary sheet to be in the form agreed by us.

Buyer Limit for an Approved Buyer means in respect of a Trade Credit Insured Receivable, the lesser of the limit specified for a buyer under the Insurance Policy and any limit nominated for that buyer by us from time to time.

Contract means a contract for goods or services.

Current Market Value means the current market value calculated using the method determined by us from time to time.

Drawdown Fee means $100 per drawing.

General Field Inspection has the meaning it has in clause 5.1(d)(i)(A) of this Annexure. Inspection Agent means RSM or any substitute agent appointed by us from time to time. Insurance Policy means each insurance policy set out below:

(a) an insurance policy issued by an Approved Insurer in your and our name as first loss payee in form and substance satisfactory to us covering commercial default or non-payment (and country risk if applicable) in relation to the payment obligations of the buyer under a Contract and each Invoice related to that Contract;

(b) an insurance policy issued by an Approved Insurer in your and our name as first loss payee in form and substance satisfactory to us covering all risk and any losses and covering 100% of the Approved Inventory; and

(c) any other insurance policy required by us in connection with the inventory and receivables listed in a Borrowing Base Report.

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Location Limit, in respect of an Approved Inventory Location, means the limit nominated for that Approved Inventory Location by us from time to time.

Relevant Document means each of the following:

(a) each sales agreement entered into by you on terms substantially the same as the sales terms approved by us;

(b) storage and handling terms approved by us which includes rights for the you or us to control and deal with the stored inventory in agreed circumstances;

(c) each Storage and Handling Agreement on terms substantially the same as the storage and handling terms approved by us; and

(d) your Risk Management Policy.

Risk Management Policy means a risk and collections policy with respect to inventory and receivables management.

Sanctioned Country means a country affected by Australian sanction laws as notified by the Commonwealth Department of Foreign Affairs and Trade at http://dfat.qov.au/international­ relations/security/sanctions/sanctions-regimes/Pages/sanctions-regimes.aspx

Site Quality Inspection Due Diligence Report means a site quality inspection due diligence report provided by the Inspection Agent addressed to us setting out the results of the inspection in relation to [the Inventory and each Approved Inventory Location and covering any other matters as may be notified to you by us.

Storage and Handling Agreement means an agreement between you and an operator of a storage facility.

Tier 1 Approved Inventory means:

• Wheat

• Barley

• Sorghum

• Canola

Tier 2 Approved Inventory means:

• Lupins

• Peas

• Beans

• Lentils

• Chick Peas

• Vetch

• Sunflower

• White Clover

• Medic

• Lucerne (Alfalfa)

• Sunflower

• Triticale

• Rye Grass

• Fescue

• Oats

• Brassica & Herbs

• Forage Cereals

• Multi-crop Blends

• Grass

• Tropical Grasses

• Tropical Legumes

• Turf

• Annual Ryegrass

• Perennial Ryegrass

• Millet

Trade Credit Insured Receivables means each Approved Receivable that is insured by an Approved Insurer for no less than 90% of the accounts receivable value.

Trade Refinance Facility or this Facility means any Facility titled 'Trade Refinance Facility' in the Facility Details to which this Annexure applies.

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To:National Australia Bank Limited ABN 12 004 044 937 Level3
1 Homebush Bay Drive Rhodes NSW 2138
Attention: Borrowing Base Trade R finance Team (NAB)

From: S&W Seed Company Australia Pty Ltd (ABN: 44 061 114 814) (Customer or We)

BORROWING BASE TRADE REFINANCE - DRAWDOWN NOTICE

We refer to the Business Letter of Offer between NAB and the Customer dated(Agreement).

We request NAB to provide the loan described in this form.

Section ARequest (complete all sections)

Proposed Drawdown Date
Facility Limit (Currency and amount of Facility Limit)	AUD32,000,000.00
Amount (Currency and amount of proposed drawing)
Term of drawing (Number of days)
Drawing Repayment Date

Proceeds of this drawing are to be credited to the Customer's Nominated Account (as defined in the Agreement).

Section BRepayment Instructions

On the Drawing Repayment Date, NAB is authorised to debit the Customer's Nominated Account (as defined in the Agreement), with the Amount plus the applicable interest, fees and charges.

Section C Borrowing Base Report

☐Copy of the Borrowing Base Report relating to this drawing is attached.

We certify the Borrowing Base Report accompanying this request is true and correct as at the date of this request.

Section DAcknowledgement and Authority

We agree and acknowledge that:

• each of the conditions in the Agreement is satisfied on the date of this request except as otherwise notified to NAB.

• each of the "Promises we rely on" in the Agreement (including in the Borrowing Base Annexure) are true in respect of the facts existing at the date of this request.

• NAB may amend this request to reduce the amount of the proposed drawing in accordance with the terms of the Borrowing Base Annexure.

This request is governed by the terms and conditions of the Agreement.

This request is irrevocable.

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For and on behalf of

	(Full name and ACN/ABN of applicant)
By:
(Authorised Signature)	(Authorised Signature)
(Name in block letters)	(Name in block letters)

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GENERAL SECURITY AGREEMENT

IMPORTANT NOTICE

There are important things you need to know before signing this General Security Agreement ("this Security Agreement"):

•     This Security Agreement sets out the terms on which you grant a Security Interest in Collateral to us.

•     Before you sign this Security Agreement you should get independent legal and financial advice.

•     There are financial and other risks involved in signing this Security Agreement, including the risk of loss of the Collateral.

Meanings of words - the meanings of key words used in this Security Agreement  are either explained in the Details or at the end of this Security Agreement.

National Australia Bank Limited ABN 12 004 044 937 AFSL and Australian Credit Licence 230686

DETAILS

Our details

("we" or "us" or "our'')

National Australia Bank Limited ABN 12 004 044 937

AFSL and Australian Credit Licence 230686

Address: 800 Bourke Street, Docklands, Victoria, 3008

Grantor details ("you" or "your'' or "Grantor'')
Company Details
Name:	Pasture Genetics Pty Ltd
ACN/ABN/ARBN:	074 290 252
ARSN (if Company is
Responsible Entity of a
Registered Scheme):
Address:	Level 2, 180 Flinders Street , Adelaide SA 5000
Fax Number:

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TERMS

1. OUR PROMISE TO YOU

We will act reasonably and fairly towards you, taking into account your and our respective business interests. That includes whenever we are:

• considering any request you make; or

• deciding whether to give our consent or to exercise a right, discretion or remedy in connection with this Security Agreement; or

• setting any conditions for doing any of those things.

It's worth noting that even if we don't make a decision or do something straight away, we may still do so later on. This includes where we delay or defer doing so, or we temporarily waive a requirement.

2. IMPORTANT INFORMATION ABOUT THIS SECURITY AGREEMENT

2.1 Why you're giving us this Security Agreement

You acknowledge you're giving us this Security Agreement (and incurring obligations and giving rights under it) in return for us entering into the Finance Documents and the transactions contemplated by those documents, and so that we'll provide or continue to provide loans or other forms of finance to you or a Customer.

2.2 What you give us in this Security Agreement

This is a very important document. By signing this Security Agreement you:

(a) make promises to us - for example, to confirm information about you, your business, the Collateral and other matters;

(b) agree to do certain things-for example, you may have to pay money owed by an Obligor;

(c) give us rights in relation to you and the Collateral -for example, if you do not comply with your promises or obligations, we may take possession of the Collateral, sell or otherwise deal with it, and take other action to recover the Amount You Owe Us; and

(d) take on financial and other risks, including the risk of loss of the Collateral.

2.3 Your obligations continue

Your obligations under this Security Agreement continue even if we release all or some of the Collateral from this Security Agreement. A full release of Collateral will not release you from liability under this Security Agreement until we've received all of the Amount You Owe Us - and we're satisfied that we can retain all payments received (for example, we may not be satisfied if another person could claim that a payment has to be repaid for any reason).

3. IMPORTANT INFORMATION ABOUT YOU

3.1 You're liable separately on your own and jointly with alI other Grantors

You're liable for all of the obligations under this Security Agreement both separately on your own and jointly with anyone else named in the Details as a Grantor. That means you may have to do things (including pay money) even if any of the other Granters don't do those things. Accordingly, in this Security Agreement, a reference to 'you' is a reference to each Grantor individually as well as to all Grantors jointly.

3.2 If you're a trustee

You agree that if you're a trustee of a Trust:

(a) this Security Agreement and each obligation you incur under it binds you in your personal capacity and as trustee of the Trust; and

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(b) we have recourse to all of your Collateral, including the Trust Property, when seeking to recover the Amount You Owe Us, whether that property is owned by you beneficially or held by you as trustee.

3.3 If you're a partner in a Partnership

You agree that if you're a partner of a Partnership:

(a) then clause 3.1 applies to each partner; and

(b) this Security Agreement will continue to bind each person who is a partner at the date of this Security Agreement and each person who becomes a partner, despite changes in the membership of the Partnership or the fact that the person is no longer a member of the Partnership.

4. YOU AGREE TO PAY THE AMOUNT YOU OWE US WHEN IT IS DUE

You agree to pay us the Amount You Owe Us in accordance with the terms of any agreement in writing to do so, including when and as specified in that agreement. However, if:

(a) there is no such agreement; and

(b) payment is not otherwise due because you are in Default,

then we may declare at any time by reasonable notice to you the Amount You Owe Us is payable either promptly on demand or at the latest within 2 Business Days of making the demand.

5. YOU GRANT US A SECURITY  INTEREST IN THE COLLATERAL

5.1 Security Interest

(a) You grant us a security interest in the Collateral to secure the payment of the Amount You Owe Us.

(b) Without limiting the meaning of 'Collateral' in this Security Agreement, this security interest is taken in all of your present and after-acquired property.

(c) The security interest created by this Security Agreement is a charge. If for any reason it is necessary to determine the nature of this charge, it is a floating charge over Revolving Assets and a fixed charge over all other Collateral. Clauses 6.2 and 6.3 set out rules for how you may deal in Revolving Assets.

5.2 Legal, beneficial and joint ownership of the Collateral

(a) You grant the security interest under clause 5.1:

(i) if you are trustee of a Trust - as trustee for a11 Trust Property; and

(ii) as beneficiaI owner for the balance of the CollateraI.

(b) If you hold any Collateral jointly with one or more others, whether or not named in the Details, and whether in partnership, joint venture or otherwise, and we hold a Security Interest from all such other persons, whether under this Security Agreement or under any other security instruments or arrangements, you acknowledge that such Security Interests constitute a Security Interest over all the assets of the firm, partnership or joint venture.

5.3 Attachment

The Security Interests granted by this Security Agreement attach to the Collateral in accordance with the PPSA and the parties confirm that they have not agreed that any Security Interest granted by this Security Agreement attaches at any later time.

5.4 Where the law requires action before a Security Interest can be granted

To the extent that any law requires that something must be done (such as obtaining consent) before you may validly grant a Security Interest over any of the Collateral, the Security Interest under clause 5.1 only takes effect in relation to that Collateral when the thing required is done. You agree to do anything reasonably necessary to ensure that it is done.

5.5 Security independent and continuing

This Security Agreement and each Security Interest created under it are:

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(a) in addition to and enforceable independently of any other Security Interest or Guarantee; and

(b) a continuing security and remain in full force and effect (whether or not at any given time there is any Amount You Owe Us) until we release all Collateral from the Security Interest, despite any intermediate payment, discharge, settlement or release of part of the Collateral.

6. THINGS YOU CAN AND CANNOT DO WITH THE COLLATERAL

This clause sets out how you can deal with the Collateral (for example, whether you can sell some Collateral. or create a security interest over some of it). The starting point is you are generally not allowed to deal with the Collateral (as set out in clause 6.7). However, in limited circumstances you are allowed to deal with some of the Collateral (as set out in clause 6.2).

One type of Collateral you can deal with is Collateral Which is designated as a Revolving Asset (see clause

27.1 for more details). An example of a Revolving Asset is inventory (within the ordinary meaning of that term), provided no Control Event has occurred. Additional conditions will apply if a Control Event occurs.

6.1 Restricted dealings

You must not do, or agree to do, any of the following (unless you are expressly permitted to do so by clause

6.2 or by another provision in a Finance Document or we consent in writing):

(a) create or allow another interest (including any Security Interest) in any Collateral. other than a Permitted Security Interest (or if by law its creation cannot be restricted, you must comply with clause 6.6); or

(b) dispose, or part with possession, of any Collateral.

6.2 Permitted dealings

You may do any of the following in the ordinary course of your ordinary business unless you are prohibited from doing so by another provision in a Finance Document:

(a) create or allow another interest in, or dispose or part with possession of, any Collateral which is a Revolving Asset; or

(b) withdraw or transfer money from an account with a bank or other financial institution.

6.3 Revolving Assets

If a Control Event occurs in respect of any Collateral then automatically:

(a) that Collateral is not (and immediately ceases to be) a Revolving Asset;

(b) any floating charge over that Collateral immediately operates as a fixed charge; and

(c) you may no longer deal with the Collateral under clause 6.2.

6.4 Conversion to Revolving Asset

If any of the Collateral is not. or ceases to be, a Revolving Asset. and becomes subject to a fixed charge under this clause 6, we may give you a notice stating that the Collateral specified in the notice is a Revolving Asset. or becomes subject to a floating charge. This may occur any number of times.

6.5 Inventory

Any inventory which is not, or ceases to be, a Revolving Asset is specifically appropriated to a security interest under this Security Agreement. You may not create or allow another interest in, or dispose or part with possession of or remove it without obtaining our specific and express authority to do so.

6.6 Where the law allows you to create a Security Interest without consent

If a law entitles you to create another Security Interest in the Collateral without our consent, this clause 6 does not operate to require you to obtain our consent before creating that other Security Interest. However, if you intend to create another Security Interest:

(a) you agree to notify us at least 7 days before you propose to do so; and

(b) if we request a priority agreement under clause 7.3 and you have not complied with that request by the time the Security Interest is created, we need not provide any person with further financial accommodation under

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any Finance Document.

7. PRIORITY

7.1 First priority of Security Interest in Collateral

The parties intend that each Security Interest created under this Security Agreement:

(a) takes priority over all other Security Interests and other interests in the Collateral at any time other than any Permitted Security Interest that:

(i) we agree in writing as having priority; or

(ii) is mandatorily preferred by law; and

(b) has the same priority in relation to all of the Amount You Owe Us, including future advances.

7.2 Purchase money security interests

Nothing in this clause 7 restricts us from claiming that a Security Interest granted under this Security Agreement is a purchase money security interest in respect of all or part of the Collateral.

7.3 Priority agreement

If we ask, you agree to obtain an agreement acceptable to us regulating priority between the Security Interest under this Security Agreement and any other Security Interest over, or other interest in, the Collateral.

7.4 Other Security Interests

(a) You must not increase the amount secured under any other Security Interest in the Collateral without our consent.

(b) You must comply with any obligation in connection with any other Security Interest in the Collateral.

(c) We may rely on a certificate from any other person with a Security Interest in the Collateral as to the amount that is owed to that other person unless we have actual knowledge that the certificate is incorrect.

(d) If a Default is subsisting, we may pay any of your debts or take an assignment of them or any Security Interest for our benefit and the amount paid and the costs incurred by us will be part of the Amount You Owe Us.

7.5 What happens after we receive notice of subsequent Security Interests

If we receive actual or constructive notice of a subsequent Security Interest other than a Permitted Security Interest in respect of any Collateral to which the PPSA does not apply, you agree that:

(a) we may open a new account for you;

(b) all financial accommodation provided by us to you will be debited to that account; and

(c) all payments that reduce the Amount You Owe Us will be first applied to reduce the debit balance in the new account before reducing any other Amount You Owe Us.

8. TAXES, COSTS AND INDEMNITIES

8.1 You must pay all Taxes and reasonable Costs

You agree to pay or reimburse us for all Taxes and reasonable Costs incurred from time to time by, or imposed upon, us, an External Administrator appointed by us or an Attorney relating to:

(a) this Security Agreement and any transactions under it;

(b) title, security, insolvency and corporate searches concerning you and the Collateral:

(c) preparing, registering and maintaining any financing statement or financing change statement (each as defined in the PPSA) in relation to a Security Interest, or taking any other action that in our reasonable opinion is necessary;

(d) preserving and maintaining any Collateral (such as by paying any insurance, rates or taxes in relation to that Collateral, including any interest, penalties and fines):

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(e) preserving or enforcing our rights (or reasonably considering or attempting to do so) under the Finance Documents;

(f) a variation, release or discharge of this Security Agreement, or giving a consent or approval or waiving a requirement in connection with this Security Agreement;

(g) us acting or relying in good faith on any notice or other communication from you (or genuinely believed by us to be from you) including any email and any attachment to any email;

(h) a Default or us exercising or enforcing our rights (or reasonably considering or attempting to do so) under this Security Agreement; and

(i) the costs, indemnification and remuneration of any External Administrator.

8.2 You indemnify us

You also indemnify us (and our Authorised Representatives, employees, contractors, agents and any Attorney) against, and you must pay us on demand for, any Loss or reasonable Costs we incur in connection with:

(a) an indemnity given by us to an External Administrator of you or of any Collateral;

(b) this Security Agreement or any Collateral;

(c) a Default;

(d) any payment required under this Security Agreement not being made on its due date;

(e) the exercise or attempted exercise of any right;

(f) any Environmental Liability;

(g) us acting or relying in good faith on any notice or other communication from, or genuinely believed to be from, you; and

(h) us relying on information supplied by or on behalf of you which proves to be a misrepresentation or to be misleading or deceptive (including by omission of other information),

however you don't have to pay, reimburse or indemnify us under this clause to the extent that:

(i) any Loss or Costs incurred by us was contributed to by the fraud, negligence or misconduct of us, a Receiver or any Attorney (or of our Authorised Representatives, employees, contractors or agents): or

(ii) where another Finance Document contains an indemnity relating to one or more of the matters above, the terms of the indemnity in that Finance Document do not require the Grantor to pay, reimburse or indemnify us.

8.3 Tax indemnity

(a) Subject to clause 8.3(b), you indemnify us against, and must pay to us on demand amounts equal to, any Loss which we determine will be or has been (directly or indirectly) incurred by us for or on account of Tax in respect of this Security Agreement or a transaction or payment under this Security Agreement.

(b) Clause 8.3(a) does not apply to the extent the relevant Loss is compensated for by payment of an additional amount under clause 10.2.

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8.4 Currency indemnity

If a judgment, order or proof of debt in connection with the Amount You Owe Us is expressed in a currency other than the currency in which the Amount You Owe Us is due, then you indemnify us against:

(a) any difference arising from converting the other currency if the exchange rate we use and appropriately apply for converting currency when we receive a payment in the other currency is less favourable to us than the exchange rate used for the purpose of the judgement, order or acceptance of proof of debt; and

(b) the Costs of conversion,

notwithstanding that it might be necessary to convert the other currency through more than one currency to determine the exchange rate available to us.

9. INTEREST ON OVERDUE AMOUNTS

9.1 Accrual and calculation

(a) Subject to clause 9.1(b), you must pay interest on any part of the Amount You Owe Us which is due for payment but which is not otherwise incurring interest. The interest accrues daily from (and including) the due date (which if not otherwise stated, is the date when the amount was incurred, paid, debited to your account or otherwise charged to you and without need for a prior demand for payment) up to (but excluding) the date of payment. You must pay the interest with the amount on which it is accruing. The rate of interest applying to each daily balance is the rate equal to the highest annual rate of interest payable under any Finance Document divided by 365.

Each month, we may add to the amount you owe any interest under this clause 9.1(a) which has not been paid. You will then be liable for interest under this clause 9.1(a) on the total amount.

(b) However we will not charge interest under clause 9.1(a) to the extent doing so would be inconsistent with any agreement that we have made with you not to charge default interest in respect of any part of the Amount You Owe Us.

9.2 Judgment or order

If any amount you must pay under this Security Agreement becomes covered by a judgment or court order, you must pay interest on that amount as a separate obligation. The interest accrues from and including the date we first ask for the amount until but excluding the date that amount is paid. This obligation is not affected by the court order. The rate is the rate in clause 9.1(a) or the rate in the court order (whichever is higher).

10. HOW YOU MUST MAKE PAYMENTS

10.1 Payment requirements

(a) If and when you are required to make a payment under this Security Agreement, that payment must be made:

(i) in full and without any set-off, counterclaim, withholding or deduction, except as required by law (for example, where a court order permits);

(ii) to us by payment to an account we have nominated or as we otherwise direct; and

(iii) in Australian dollars, in immediately available funds.

(b) We can debit any of the amounts payable under this Security Agreement that have become due and payable to any of your accounts with us, or opened by us in your name, as reasonably determined by us, even if it will cause the account to be overdrawn. Unless we agree otherwise, where such an account is overdrawn, the overdrawn balance is payable and we may charge you interest on the overdrawn amount:

(i) in accordance with the terms and conditions of that account; or

(ii) if there is an overdraft facility linked to that account, in accordance with the terms and conditions of the overdraft facility.

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10.2 Deduction or withholding

If you are required by law to deduct or withhold Taxes from a payment to us in connection with this Security Agreement, you must:

(a) make that deduction or withholding (and any further deductions or withholdings contemplated by clause 10.2(b)), and pay to the appropriate Government Authority an amount equal to the full amount deducted or withheld as required by law and give us the original receipt for the payment; and

(b) pay additional amounts to us which will result in us receiving at the time the payment is due (after deduction or withholding of any Taxes in respect of any additional amount) the fulI amount which we would have received if no deduction or withholding had been required.

10.3 GST

Unless otherwise specified, all amounts referred to in this Security Agreement are exclusive of GST. If we are liable to pay GST or a similar tax on a supply (as defined in relevant GST legislation) made in connection with this Security Agreement, you must pay us an additional amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.

11. PROMISES WE RELY ON

11.1 General

We are relying on these important promises from you to provide financial accommodation to you or a Customer (in addition to any promises you or anyone else has made to us in any other document). You give these promises when you sign this Security Agreement and at all times while there is any Amount You Owe Us. You must promptly tell us if anything happens which would at any time prevent you from being able to repeat these promises truthfully.

11.2 Promises about you

You promise that:

(a) all of the information in the Details about you is true, correct and complete;

(b) you hold all necessary Licences required to run your business;

(c) the financial information given to us by you, or on your behalf, gives an accurate and up to date view of your financial position;

(d) you have not withheld any information from us which might reasonably be expected to affect our decision to enter into this Security Agreement or any other Finance Document;

(e) you don't have a material dispute with anyone;

(f) entering into this Security Agreement is for your commercial benefit;

(g) you are not Insolvent;

(h) you have told us about all Defaults you are aware of, or if you think one is reasonably likely to occur:

(i) except as specified in this Security Agreement, you are not a trustee of any trust nor a partner in a partnership;

0) signing this Security Agreement will not cause:

(i) you to breach any law or material agreement you have with someone else; or

(ii) any payment obligation you owe to anyone to become due earlier than scheduled;

(k) you have told us about any Security Interest granted by you to anyone else; and

(I) you are currently complying with your obligations to us under this Security Agreement.

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11.3 Promises about the Collateral

You promise that:

(a) any information in the Details about the Collateral is true, correct and complete;

(b) any information you provide us about the Collateral, including serial numbers of any Collateral that may, or must, be recorded on the PPS Register by serial number (including motor vehicles, watercraft and aircraft), is true, correct and complete;

(c) you own or have a right or interest in the Collateral and you have the right to grant a Security Interest over the Collateral under this Security Agreement;

(d) you have told us in writing about any Collateral which is located outside Australia;

(e) you have told us in writing about all rights that affect, or are proposed or likely to affect, the Collateral of which you are aware (including Security Interests or the rights of beneficiaries under a Trust);

(f) you will use your best efforts to obtain and maintain any necessary Licences in relation to the Collateral; and

(g) you have told us in writing about any Contaminant affecting the Collateral of which you are aware.

11.4 Promises about any Trust of which you are a Trustee In relation to each Trust, you promise that:

(a) you are the only trustee of the Trust and no steps have been taken to remove you as trustee;

(b) you have power and authority to enter into this Security Agreement and are doing so in good faith, for a proper purpose and for the benefit of all of the beneficiaries of the trust;

(c) you have the right to be fully indemnified out of the Trust Property for obligations incurred as trustee

under this Security Agreement ahead of the beneficiaries' claims;

(d) you are not in breach (however described) under the terms of the Trust;

(e) you will not without our prior written consent:

(i) amend the Trust deed;

(ii) cease to be the only trustee; or

(iii) breach your duties as trustee of the Trust;

(f) the Trust has not vested or terminated; and

(g) true copies of the trust documents have, if requested by us, been provided to us and they disclose alI the terms of the Trust.

11.5 Promises about any partnership of which you are a partner If you are a partner of a Partnership, you promise that:

(a) you have the full power and authority on behalf of the Partnership (including under any partnership agreement) to sign and comply with this Security Agreement as a partner to bind the Partnership, and doing so is for the proper business of the Partnership; and

(b) true copies of any documented partnership agreements have, if requested by us, been provided to us and they disclose all the terms of the Partnership.

12. GENERAL THINGS YOU WILL DO IN RELATION TO YOUR BUSINESS

12.1 Caring for your business You will:

(a) keep your business and financial records in good order;

(b) not, without our consent, cease or significantly change the nature of your business;

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(c) not, without our consent, relocate your principal place of business outside Australia, or change your place of registration or incorporation, or change your legal status or allow your legal status to be changed;•

(d) pay all Taxes payable by you, including in connection with any Collateral, when due (other than any Tax being contested in good faith provided that where any Tax may be lawfully withheld, you first set aside sufficient reserves and such Tax is promptly paid on final determination of the contest); and

(e) comply in all material respects with all laws binding on you, the Collateral or any of your assets, and use your best efforts to ensure that any person occupying or using any Collateral does the same.

12.2 Preserving your business assets You must:

(a) not, without our consent:

(i) provide financial accommodation to a Related Entity;

(ii) permit a Related Entity to owe financial accommodation to you;

(iii) satisfy any financial accommodation you now or in the future owe to a Related Entity;

(b) not, without our consent, deposit money with a person in circumstances where the money is not repayable unless you perform obligations (including to pay money) to that person; and

(c) ensure that your capital is not reduced or made capable of being called up only in certain circumstances.

12.3 Things you will do if you are a trustee

In relation to each Trust you will:

(a) give us copies of all of the trust documents we ask for;

(b) when we ask, exercise your right to be indemnified out of the Trust Property to satisfy any liabilities under this Security Agreement; and

(c) comply with the terms of the Trust and ensure that your rights as trustee have priority over the beneficiaries' interests.

12.4 Things you will not do if you are a trustee

You agree not to do any of the following without our prior written consent:

(a) end the Trust, or distribute Trust Property;

(b) allow a Security Interest to exist over any Trust Property other than a Security Interest granted to us;

(c) (if the Trust is a unit trust) issue units to any person who is not a unit holder on the date when you sign this Security Agreement.

12.5 Things you will do if you are a partner in a Partnership

(a) If you are a partner of a Partnership you must make sure that:

(i) each partner complies with its obligations as a partner of the Partnership;

(ii) the Partnership's records are kept in good order; and

(iii) you obtain our written consent before:

(A) any changes are made to the partners or the terms of the Partnership;

(B) the Partnership is terminated, or its property distributed;

(C) taking action which could make it harder for a partner to comply with this Security Agreement; or

(D) mixing Partnership assets with other assets.

(b) If you are a partner, you must do your best to ensure that any partner added to the Partnership assumes liability in respect of all the Amount You Owe Us before that partner became a partner, by

executing a security deed in substantially the same form and effect as this Security Agreement (including giving us the priority we require).

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13. THINGS YOU MUST DO IN RELATION TO THIS SECURITY AGREEMENT

13.1 General things you must do You must:

(a) ensure that no Default occurs;

(b) if we ask, provide to us any information and assistance we reasonably require about, or documents affecting your business, assets, liabilities, finances, operations, management, the Collateral, and your compliance with this Security Agreement and each other Finance Document; and

(c) comply with all conditions in any consent we give in connection with this Security Agreement.

13.2 You promise to help us preserve our Security Interest You promise to do anything we reasonably require to:

(a) better secure the Collateral for payment of the Amount You Owe Us, and to enable the better exercise of any right (including the granting of further specific security in the form required by us and depositing with us documents or evidence of titles and transfers in relation to investment instruments); and

(b) perfect, preserve, maintain, protect or otherwise give full effect to the Collateral, this Security Agreement or each Security Interest intended to be created under this Security Agreement, and the priority of that Security Interest required by us.

13.3 Things you must tell us about the Collateral You must notify us promptly:

(a) if you acquire, or enter into an agreement to acquire, any intermediated securities, investment

instruments, negotiable instruments or chattel paper;

(b) on our request, of the detaiIs of each purchase money security interest and each Security Interest perfected by control in any of the Collateral;

(c) about any order or notice from any Government Authority concerning the use or condition of any Collateral as soon as you become aware of it, and provide us a copy; or

(d) if anything occurs that materially lowers or may materially lower the value of the Collateral (for example, if Collateral is lost, stolen, defective or damaged).

13.4 Things you must tell us-before you change your details You must notify us in writing at least 14 days before:

(a) you or any Trust or Partnership changes its name;

(b) any ABN, ACN, ARBN or ARSN allocated to you or any Trust or Partnership changes, is cancelled or ceases to apply to it (or if it does not have an ABN, ARBN or ARSN, one is allocated, or otherwise starts to apply to it); or

(c) you become trustee of a Trust, or a partner of a partnership not stated in the Details.

13.5 Things you must do to care for and preserve the Collateral You must:

(a) pay when due all amounts for which you are liable in respect of the Collateral;

(b) keep all Collateral protected from loss, theft and damage in good working order and condition, consistent with the exercise of the degree of skiII, prudence, foresight and operating practice which would reasonably be expected from a reputable operator of a business similar to your business, allowing for fair wear and tear;

(c) not do, allow anything to be done or fail to prevent anything that materially lowers or may materially lower the value of the Collateral;

(d) tell us if any Collateral is defective or seriously damaged;

(e) protect and enforce your title to, and our interest as secured party with respect to, the Collateral:

(f) not. without our consent, allow any Collateral to become an accession or fixture to any asset or property unless that asset or property is also part of the Collateral or is subject to a first-ranking Security Interest or first-ranking registered mortgage in our favour; and

(g) not move (or allow to be moved) any Collateral located in Australia as at the date of this Security Agreement outside Australia:

(i) except in the ordinary course of, and for the purpose of carrying on, your ordinary business; and

(ii) provided the Collateral remains subject to a Security Interest in our favour giving us the same or better priority as this Security Agreement.

13.6 Environmental matters affecting the Collateral You must:

(a) promptly notify us if there is a Contaminant affecting or emanating from the Collateral:

(b) unless it is in the nature of your business conducted with the Collateral and this has been disclosed in writing to us:

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(i) not have a Contaminant affecting or emanating from the Collateral; and

(ii) immediately remove any Contaminant from the Collateral and make good any damage caused by the Contaminant or its removal;

(c) minimise the impact of any escaped Contaminant on the Environment and make good any damage it causes;

(d) not deal with any Collateral or any Contaminant in such a way as to increase the risk of harm from a Contaminant; and

(e) do anything we reasonably require you to do to deal with any Contaminant or protect the Collateral from it, including moving the Collateral.

13.7 You must register your Security Interests in the Collateral

You must register on the PPS Register every Security Interest you hold in the Collateral:

(a) as soon as such Security Interest becomes registrable under the PPSA (whether before or after the Security Interest arises): and

(b) in a manner which affords you the highest possible priority under the PPSA in respect of each Security Interest.

13.8 Things you must do- book debts You must:

(a) until we otherwise direct. promptly collect your book debts, other debts and amounts owing to you under any other monetary claims; and

(b) if we request. pay into a control account we open or maintain in your name (which may be your principal operating account maintained by us), all the money which you receive in respect of the proceeds and any other amount in connection with the Collateral (including insurance proceeds which must be applied in accordance with clause 16). You must comply with any directions we issue to deal with that money while in the control account.

13.9 Things you must do - Real Property and Subsidiaries You must:

(a) notify us promptly about all Real Property and interests in Real Property (including Leases) you acquire or any Subsidiaries you form or acquire;

(b) grant an all-obligations mortgage in the form we require over such of your interests in any Real Property which forms part of any Collateral as we may require, and deliver to us any document, and do any other thing, which we require in order to register any such mortgage;

(c) comply with the terms of, and take all action (including as reasonably required by us) to enforce, each Lease binding on you in respect of the Collateral from time to time; and

(d) get our consent before you demolish or materially alter any improvements on Real Property or commence construction or enter into a contract for major works to be carried out on Real Property.

13.10 Things you must do-Serial Numbered Property You agree:

(a) to provide us with the correct serial numbers of any Collateral that is Serial Numbered Property (for example, motor vehicles, watercraft and aircraft) as at the date of this Security Agreement and promptly following any subsequent acquisition, together with any other details we request to make any necessary registrations on the PPS Register in relation to that Serial Numbered Property; and

(b) not to change any serial number in respect of any Serial Numbered Property.

13.11 Things you must do - Title Documents You must:

(a) deposit with us any Title Documents, chattel paper, negotiable instruments, intermediated securities, investment instruments or other documents we request relating to the Collateral (unless another person is entitled to hold them pursuant to a Permitted Security Interest); and

(b) obtain replacement Title Documents if we reasonably believe any original Title Documents are lost or destroyed.

13.12 Things you must do-Licences

(a) If a Licence is part of the Collateral or required for any activity carried out on or in connection with the Collateral or your business, then you must:

(i) carry out that activity in a proper and orderly manner;

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(ii) comply with all laws and requirements of Government Authorities in connection with the Licence;

(iii) obtain and renew on time the Licence and any necessary authorisation to carry on the activity for which the Licence is necessary and oppose any application to restrict or cancel the Licence;

(iv) not, without our prior written consent:

(A) remove or apply to remove the Licence from any Collateral;

(B) surrender or attempt to surrender the Licence;

(C) deal in any way with any interest in the Licence;

(D) amend the Licence;

(E) do anything which could cause the Licence to be forfeited or cancelled; or

(F) allow a Security Interest to arise over the Licence: and

(v) give us a copy of each notice, order, summons or conviction in connection with the Licence.

(b) If you are not the holder of the Licence, you must do your best to ensure that:

(i) the holder complies with the obligations set out in clause 13.12(a) as if it were you; and

(ii) the holder gives us an authority to apply for information from Government Authorities and a power of attorney relating to the Licence, each in a form satisfactory to us acting reasonably.

(c) After a Default has occurred, if we require, you must do your best to ensure that the Licence is transferred to us or our nominee.

14. RIGHTS WE CAN EXERCISE AT ANYTIME

14.1 Assignment

(a) Subject to the Finance Documents, we may assign or otherwise deal with our rights under this Security Agreement in any way we consider appropriate and you agree to help us including by signing any document or providing consent. We may disclose any information or document to do so.

(b) You can't assign or otherwise deal with your rights under this Security Agreement without our prior written consent.

14.2 We have rights to enter and inspect

(a) We may enter land and buildings owned or occupied by you, any place where the Collateral is located, your places of business or your registered office to:

(i) inspect the Collateral;

(ii) find out whether you are complying with this Security Agreement:

(iii) exercise our rights under this Security Agreement or a Finance Document;

(iv) inspect and copy records relating to you, your Subsidiaries or the Collateral: or

(v) investigate your financial affairs or business or the financial affairs or businesses of your Subsidiaries.

(b) For these purposes you agree to obtain for us the right to enter any:

(i) land, buildings or place of business: or

(ii) other place, including any registered office,

where any property or records of your Subsidiaries or any Obligor is located.

(c) You agree to help us enter and exercise our rights under this Security Agreement, such as by obtaining all acknowledgements, consents and other documents we require to:

(i) allow you to enter into and perform your obligations under this Security Agreement including providing us with an effective Security Interest over the Collateral for payment of the Amount You Owe Us;

(ii) allow us to inspect the Collateral; and

(iii) enable us to exercise our rights in connection with the Collateral.

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14.3 We will give reasonable notice before entering

We will give you reasonable notice before entering under clause 14.2, unless:

(a) a Default is subsisting: or

(b) we reasonably believe that there is an emergency or that urgent action is necessary to protect the Collateral.

14.4 We may rectify or step in

We may do anything which you should have done under this Security Agreement but which you have either not done or in our reasonable opinion have not done properly in order to protect the value of the Collateral. If we do so, you must pay our reasonable Costs when we ask, except to the extent the Costs arise from the negligence, fraud or wilful default of us or our Authorised Representatives, or any Attorney or Receiver appointed by us.

14.5 We can direct you to pay rent and other income

While any Default is subsisting, we may direct, and you agree to ensure, that rent and other income from the Collateral is paid to us (or that you pay over such amounts to us). These amounts are then to be applied in accordance with clause 15.2.

75.WHAT HAPPENS TO MONEY WE RECEIVE

15.1 When we will credit payments received

We will credit payments to any Amount You Owe Us as soon as practicable after actually receiving them (including, where we have appointed a Receiver, as soon as practicable after we receive the payment from the Receiver). However, we may retain any payments for later crediting towards part of the Amount You Owe Us which is not due for payment when received. We may hold it in an interest bearing account and use it and any interest (less any Taxes) to pay the Amount You Owe Us when it becomes due for payment.

15.2 How we apply money received

Subject to any overriding law, any money received by us or a Receiver under this Security Agreement will be applied towards payment of any parts of the Amount You Owe Us in the order we choose or to anyone with a prior claim. However, if money received represents proceeds of an insurance claim relating to the loss of or damage to any Collateral. we may use it to reinstate the Collateral or carry out work on it.

15.3 How we wi11 deal with surplus proceeds

After the Amount You Owe Us is paid, we will pay any surplus proceeds either to you or to another person entitled to it (such as another person with a Security Interest in the Collateral). In particular, we may pay it to a person that we consider, on reasonable grounds, has a subsequent registered or unregistered Security Interest without incurring liability to you.

15.4 Amounts we owe you and how we can pay you

(a) Payment of amounts to you may be completed by crediting the amount to an account in your name with us or any other bank in Australia and giving you notice of the credit.

(b) Neither we nor a Receiver are accountable for any more money or Collateral than what is actually received.

15.5 We may convert amounts received into the due currency

If we receive any amount in relation to this Security Agreement in a currency other than the one which was due, we can convert the amount received into the due currency. We will act reasonably when making the conversion and do so as soon as practicable after receipt, but any Costs involved in converting currencies will be added to the Amount You Owe Us.

16. THINGS YOU NEED TO KNOW ABOUT INSURANCE

16.1 You must have insurance

You must ensure that the following insurances are obtained and maintained in full force and effect for the duration of this Security Agreement:

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(a) insurance covering any insurable Collateral, for its full insurable value on a reinstatement and replacement basis, including where applicable any loss of rents and profits, the cost of demolition, removal of debris and consultants' fees; and

(b) other insurance appropriate to your business; assets and operations against all usual risks and such amounts which a reasonable person in your position would prudently take out, including business interruption insurance, public liability insurance, workers compensation insurance or equivalent cover in accordance with applicable law and any other insurance required by law or which we reasonably require in connection with your ownership, occupation or use of the Collateral.

16.2 Insurance Policy requirements

You must ensure that each Insurance Policy in relation to insurable Collateral (including, if appropriate to your business, business interruption insurance):

(a) notes our interest as a secured party;

(b) if required by us, names us as sole loss payee:

(c) if required by us, names us as a co-insured; and

(d) is on terms and with an insurer acceptable to us. acting reasonably.

16.3 Things you must do in relation to Insurance Policies You must. in relation to each Insurance Policy:

(a) whenever asked by us, produce evidence of current cover (including a certified copy of each policy wording and schedule and a certificate of currency);

(b) ensure the cover is not reduced or cancelled (and you must notify us if it is or could be);

(c) do your best to ensure that nothing happens that could permit an insurer to decline a claim (and you must notify us if anything would permit an insurer to do this); and

(d) notify us if an event occurs which permits an insurance claim to be made or an insurance claim is made or refused.

16AWe may rectify

If you do not comply with clause 16, we may take out, renew or maintain any insurance required by clause 16, and you must immediately pay us all Costs incurred in doing so.

16.5 We may take over or settle insurance claims

We may, after notifying you, take over your rights to make, pursue or settle an insurance claim whether or not the policy notes our interest as a secured party.

16.6 Insurance proceeds must be paid to us or as we direct

Unless we agree otherwise, you must pay all proceeds you receive from any insurance claim relating to the loss of or damage to the Collateral to us or as we direct.

17. DEFAULT AND ITS CONSEQUENCES

17.1 When are you in Default? You are in Default if:

(a) you do not pay any of the Amount You Owe Us when it is due;

(b) you do not comply with a promise you make under this Security Agreement or a promise you make is incorrect or misleading;

(c) you do not comply with an obligation under this Security Agreement to do or not to do something;

(d) an event or circumstance specified as a 'default' or 'event of default' (however described) in a Finance Document occurs, whether or not within your control;

(e) you are. or become. Insolvent;

(f) an Obligor (other than you) is, or becomes, Insolvent; or

(g) the Security Interest created under this Security Agreement does not have or loses the priority it is intended to have.

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17.2 Things we can do if you are in Default

(a) If:

(i) you are in Default; and

(ii) we have given you any notice required by law to be given prior to the Enforcement Action we take (and which cannot be excluded, for example you may have rights to receive a notice under property law legislation that applies in your state or territory-see also clause 25); and

(iii) we are entitled to take enforcement action, including by enforcing this Security Agreement, under any agreement (including a Finance Document) relating to any part of the Amount You Owe Us (that agreement may contain promises about how we may take enforcement action),

then we may take any or all of the Enforcement Actions listed below (acting reasonably) in addition to anything else the law or this Security Agreement allows us to do:

(iv) declare the Amount You Owe Us is immediately due and payable by you;

(v) recover the Amount You Owe Us including by suing for its recovery;

(vi) appoint a Receiver under this Security Agreement;

(vii) whether or not a Receiver is appointed, do anything that a Receiver, whose appointment was unrestricted, could do under clause 18.1(e);

(viii) appoint an agent to act on our behalf in the exercise of any rights; or

(ix) take possession of the Collateral.

(b) Where the law permits, we may give you a shorter notice period or no notice period before we take any Enforcement Action, whether or not ah Amount You Owe Us is due and payable:

(i) despite any provision contained in this Security Agreement or another Finance Document, if it is reasonable for us to act to manage a material and immediate risk relating to the nature of the Default, your particular circumstances or the value of the Collateral held by us; or

(ii) unless the terms of the Finance Document relating to the Amount You Owe Us do not allow, if you are or become Insolvent.

(c) In exercising any powers under this clause 17, we may withdraw from possession of Collateral or its proceeds after entry or appointment, re-enter and Withdraw as often as we consider expedient.

17.3 We may set off

At any time while a Default subsists, we may, without any demand or notice, set off and apply any money we owe to you (whatever the currency) against any money owing by you to us under any Finance Document, whether or not the amount owed by us or you is immediately payable or is owed alone or with any other person. You irrevocably authorise us to do anything necessary (including to sign any document and effect appropriate currency exchanges) for that purpose.

17.4 Investigating Experts

We may, at any time while we reasonably believe that you are or may be in Default or that circumstances exist which could lead to you being in Default, appoint accountants, insolvency practitioners or other experts ("Investigating Experts") to investigate and report on the affairs and financial position of each Obliger and on the Collateral. You:

(a) authorise, and agree to give all reasonable assistance to, the Investigating Experts to undertake the investigation, and must pay the Investigating Experts' costs when we ask; and

(b) authorise the disclosure to us and our advisers of all information and documentation in connection with the investigation.

18. THINGS THAT WE AND RECEIVERS MAYDO

18.1 Things you should know about Receivers

(a) In addition to our powers under clause 17 .2, we may appoint a Receiver if you request us to do so.

(b) In exercising our power to appoint a Receiver we may:

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(i) appoint a Receiver to alI or any part of the Collateral or its proceeds;

(ii) set a Receiver's remuneration at any figure we reasonably determine as appropriate;

(iii) agree to indemnify the Receiver against liabilities incurred as Receiver;

(iv) remove a Receiver at any time, in our absolute discretion;

(v) appoint a new or additional Receiver as often as we consider expedient;•and

(vi) advance amounts to a Receiver, on reasonable commercial terms, for the Receiver to pay its remuneration, costs, liabilities and otherwise for the purposes of the receivership, including in relation to the conduct of claims against a Receiver or you.

(c) lf we appoint more than one Receiver, they may act independently unless we specify that they must act together.

(d) The Receiver is your agent unless we notify you that the Receiver is to act as our agent. You are solely responsible for anything done, or not done, by a Receiver and for the Receiver's remuneration and costs. However we may pay the Receiver's remuneration and costs on your behalf and the amount paid, will be owed by you to us and be part of the Amount You Owe Us.

(e) Unless the terms of appointment restrict a Receiver's powers, the Receiver may do anything the law allows an owner or a Receiver of the Collateral to do, including:

(i) improving the Collateral; and

(ii) selling or leasing the Collateral or any fixtures on it.

18.2 Disposal of the Collateral by us or Receiver

You agree that if we or a Receiver sell or otherwise deal with any Collateral or receive proceeds or income from Collateral in a manner that is authorised or permitted:

(a) you will not challenge any rights granted to a person (including on the ground that we or the Receiver were not entitled to deal with the Collateral or that you did not receive notice of the intended dealing):

(b) the person who acquires rights in the Collateral need not check whether we or the Receiver could deal with the Collateral or did so properly;

(c) you release and discharge any person who acquires rights to the Collateral, their employees and agents in respect of every claim, action and demand which, but for this clause 18.2, you or any other party might have had against them; and

(d) we or a Receiver can give a valid receipt and any person who acquires rights to the Collateral or makes a payment to us or a Receiver can rely on that receipt.

18.3 Third parties need not enquire

A person dealing with us, a Receiver or an Attorney is protected from any impropriety or irregularity of that dealing, and need not enquire whether:

(a) any of them has been properly appointed or has executed or registered an instrument or exercised a right properly or with authority; or

(b) any Amount You Owe Us has become due, a Finance Document is enforceable or a default (however described) has occurred under a Finance Document.

19. HOW WE CAN EXERCISE OUR RIGHTS

19.1 How we exercise our rights

We can exercise any rights we have under this Security Agreement or in relation to the Collateral in any reasonable way to make sure we recover the Amount You Owe Us. We can exercise a right even where we have a conflict of interest or personal interest.

19.2 Rights not exercised as a mortgagee in possession

To the extent permitted by law, we, a Receiver and any Attorney will:

(a) not be, nor account or be liable as, mortgagee in possession due to the exercise of a right; or

(b) not be liable to anyone for any Loss or costs incurred in relation to an exercise or attempted exercise of a right. or a failure or delay in exercising a right-or because of the way we decide to exercise a right - except

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to the extent any Loss or costs incurred by you was contributed to by the fraud, negligence or misconduct of us, a Receiver or any Attorney (or of our AuthorisedRepresentatives, employees, contractors or agents).

19.3 What happens if we need to refund a payment received

An External Administrator may be entitled under law to ask us to refund a payment we have received in connection with this Security Agreement. If that happens, then we will treat that payment as not having been made to us, and we will be entitled as against you as if that payment was never made. If this happens, you must also do anything we reasonably ask to restore any Security Interest we held or rights we had against you.

This applies even if this Security Agreement has been terminated or there has been a full or partial release of any Finance Document.

20. COMMUNICATIONS

20.1 How we will communicate

(a) Notices, statements, certificates and other communications from us can be:

(i) given to you personally;

(ii) left at or posted to your address last nominated by you;

(iii) sent by facsimile to your fax number last nominated by you;

(iv) given to you by notifying you through an electronic service provided by us that information is available electronically;

(v) published in the press or at nab.com.au; or

(vi) given to you electronically by:

(A) short message service (SMS) to your mobile telephone number or email; or

(B) notifying you by short message service (SMS), or by email, of information on our website.

We will use your last nominated mobile number or email address for that notice. You may change your nominated email address or mobile number, by giving us notice or calling us on 13 10 12. On request, we will provide you with paper copies of any notices or communications sent to you (seven years from the time the information is given). You must check your email and mobile phone regularly.

(b) If we send a document or communication to you by ordinary post, you are taken to have received it 7 Business Days after it was posted.

(c) If we send you a document or communication by facsimile, you're taken to have received it at the time and date shown on the delivery receipt.

(d) If we send you a document or communication by another form of electronic communication (such as SMS or electronic mail), you're taken to have received it when it enters your information system as recipient.

(e) If a document or communication is published in the press or on the internet, you're taken to have received it when it's first published.

20.2 Communications from you

Written communications from you must be signed (including electronically) by you (or by a director or your Authorised Representative).

20.3 Authorised Representatives

You irrevocably authorise us to rely on a certificate by any person purporting to be your director or company secretary as to the ident1ty and signatures of your Authorised Representatives, and to rely on any notice or other document contemplated by any Finance Document which bears the purported signature (whether given by facsimile or otherwise) of your Authorised Representative, You promise that those persons are authorised to give notices and communications under or in connection with the Finance Documents.

21. CHANGES TO FINANCE DOCUMENTS

21.1 Changes to this Security Agreement must be agreed

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This Security Agreement can't be changed unless you and we agree to the change in writing.

21.2 We may vary, extend, renew or replace Finance Documents

You acknowledge that the Finance Documents may be varied, extended, renewed or replaced from time to time. You confirm that the Amount You Owe Us includes any amount payable under any Finance Document which is relevant to the Amount You Owe Us as varied, extended, renewed or replaced. You confirm that this applies regardless of:

(a) how a Finance Document is varied, extended, renewed or replaced;

(b) the reasons for the variation, extension, renewal or replacement: and

(c) whether the Amount You Owe Us decreases or increases or a Finance Document is otherwise more onerous as a resuIt of the variation, extension, renewaI or replacement.

22. ASSISTING US TO GET THE BENEFIT OF THIS SECURITY AGREEMENT

22.1 You agree to take reasonable steps we ask you to take

We might need your help to ensure that this Security Agreement is correctly completed, that you are bound by it, and that you're complying with this Security Agreement. You agree:

(a) to do anything we ask which we regard as reasonable and necessary to protect our rights under this Security Agreement- or to protect its value to us: and

(b) that we may fill in any blanks, or complete, this Security Agreement or any document relating to this Security Agreement (including transfers for any Collateral), provided it is reasonable to do so.

22.2 Things you must not  do in actions or proceedings by us

(a) Subject to 22.2(b), in any action or proceeding by us against you to enforce payment of the whole or any part of the Amount You Owe Us, to enforce any covenant, agreement, obligation or liability on your part under this Security Agreement you agree that you will not:

(i) raise or plead any set-off (whether at law or in equity):

(ii) bring any counterclaim or cross-proceeding; or

(iii) otherwise seek to litigate in the same proceedings any claim, cause of action, or cross-demand against us, to the extent that your claims do not directly relate to the Amount You Owe Us or this Security Agreement.

(b) Nothing in this clause 22.2 must be construed as in any way affecting or prejudicing your right to:

(i) institute separate proceedings against us in any court of competent jurisdiction: or

(ii) pursue any other right, relief or remedy which may not lawfully be excluded by agreement.

22.3 Power of attorney

(a) You irrevocably appoint us, each of our Authorised Representatives, and each Receiver appointed under this Security Agreement, and any other person we authorise, as your Attorney while you remain liable to pay any Amount You Owe Us. Each Attorney may act independently or together. An Attorney need not obtain your consent or give you any notice before exercising a power.

Examples of when this power of attorney will be exercised include:

(i) when you fail to maintain Insurance as required under clause 16 and we act as your attorney to ensure that Insurance is maintained:

(ii) we need to take action to protect our interest in the Collateral: or

(iii) we enforce our rights under this Security Agreement and there is a sale or disposal of any Collateral by us or a Receiver.

(b) An Attorney appointed under clause 22.3(a) may:

(i) do anything which you can lawfully authorise an Attorney to do in connection with this Security Agreement or the Collateral or which the Attorney believes is expedient  to give effect to  any of our rights or a Receiver's rights (these things may be done in  your or the Attorney's name and they include signing and delivering deeds, selling, transferring or leasing any Collateral, issuing receipts, starting, conducting and defending legal proceedings,  exercising  voting rights attached to any Collateral, and dealing with a

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Licence);

(ii) delegate their powers (including this power) and revoke a delegation; and

(iii) exercise their powers even if this involves a conflict of duty or they have a personal interest in doing so.

If we ask, you must formally approve anything an Attorney does under clause 22.3.

(c) You acknowledge that any person dealing with any Attorney or a person purporting to be an Attorney under this power of attorney is entitled, without further enquiries, to rely on execution of any document by that person as conclusive evidence  that the person holds the  office set out  in  this power of attorney, the power of attorney has come into effect; the power of attorney has not purported to be revoked and the right or power being exercised is properly exercised and that the circumstances have arisen to authorise the exercise of that right and power.

23. RESPECTING EACH OTHER'S INFORMATION - CONFIDENTIALITY

(a) Subject to clauses 23(b) and 23(c), we and you agree to keep this Security Agreement and any information provided to each other confidential.

(b) We and you will only disclose that information:

(i) to our respective officers, employees, legal and other advisers and auditors;

(ii) to an External Administrator;

(iii) to third parties with the consent of the other party (such consent not to be unreasonably withheld);

(iv) if required by the rules of any relevant financial market or if allowed or required by law; or

(v) if there is a regulatory event, such as changes in law or prudential standards, policies or requirements applying to us as a bank, or by the actions of a Government Authority.

(c) We may also disclose that information:

(i) If we are assigning or otherwise dealing with our interest under this Security Agreement or proposing to do so;

(ii) to register or maintain this Security Agreement and our interests under it;

(iii) to enforce our rights under this Security Agreement; or

(iv) to any person who provides a Security Interest or Guarantee to us (or to a person we believe may do so), but on the same confidential basis set out above. This includes any other Grantor named in this Security Agreement.

24. STATUTORY RIGHTS AND NOTICES

The PPSA is Commonwealth legislation that deals with Security Interests over certain types of property. The PPSA and other laws contain provisions relating to, for example, the giving of notices and enforcement action and allowing certain people to access documents and information relating to Security Interests subject to the PPSA

This clause and clause 25 amend, to the extent the law permits, some elements of the PPSA and other laws to assist us take the benefit of this Security Agreement to the maximum extent possible and minimise the notices we are obliged to give and the time frames in which we can exercise our rights.

24.1 Exclusion of PPSA provisions

To the extent the law permits:

(a) for the purposes of sections 115(1} and 115(7) of the PPSA:

(i) we need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d), and 132(4); and

(ii) sections 142 and 143 are excluded;

(b) for the purposes of section 115(7) of the PPSA, we need not comply with sections 132 and 137(3); and

(c) you agree not to exercise your rights to make any request of us under section 275 of the PPSA, to authorise the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non-disclosure under that section.

25. NOTICES

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25.1 We do not need to give you some notices unless mandatory

Neither we nor any Receiver need your consent or to give you a notice or demand or allow time to elapse before taking Enforcement Action, except where:

(a) a law requires that we must give you prior notice and we cannot exclude the giving of that notice or the elapse of the notice period; or

(b) the terms of a Finance Document require us to give notice before we will enforce this Security Agreement.

However, nothing in this clause prohibits us or a Receiver from giving a notice under a Finance Document or any law.

25.2 Concurrent notices

Where we are required to give you more than one notice then we may give you those notices at the same time and we may combine the notices in the same document (unless the law does not permit us to do so).

25.3 Timing of notices

If, despite clause 25.1, we are required to give you a notice but the law provides that a period of time or lapse of time must be stipulated or fixed by this Security Agreement then the time stipulated or fixed by this Security Agreement shall be the greatest of:

(a) any time that we have agreed to give in a Finance Document for the giving of notice;

(b) the minimum period required by law; and

(c) one day.

26. SOME OTHER GENERAL TERMS THAT APPLY

26.1 Inconsistent laws

We've tried to make this Security Agreement fair and reasonable. However, if any law applies to make part of this Security Agreement inoperative then the intention is for it to be interpreted in a way which preserves as much of this Security Agreement and its operative effect as the law allows.

26.2 Legislation

In this Security Agreement, a reference to any legislation includes regulations and other instruments under it and any variation or replacement of any of them.

26.3 Applicable law

This Security Agreement is governed by the laws of the place shown in your address in the Details (and if there is more than on Grantor, the laws of the place shown in the address for the first Grantor in the Details). You agree to any court dispute being conducted in the courts of that place. To the extent the law permits, the law of the Commonwealth as it applies in that jurisdiction governs each Security Interest created under this Security Agreement.

26.4 Each Grantor may sign a separate copy of this Security Agreement

If there is more than one Grantor, then each Grantor may sign a separate copy of this Security Agreement and all copies together will constitute one document.

26.5 Deed

This Security Agreement operates as a deed.

26.6 Each signatory bound

This Security Agreement binds you if you sign it even if:

(a) another person who was intended to sign doesn't sign it or isn't bound by it; or

(b) this Security Agreement is not enforceable against another person named as a Grantor for any reason.

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26.7 Indemnities and reimbursement obligations continue

Any indemnity or reimbursement obligation under this Security Agreement is a continuing obligation, independent of your other obligations under this Security Agreement and continues after the Collateral is released or this Security Agreement ends. We need not have incurred an expense or made a payment before enforcing a payment, reimbursement obligation or indemnity.

26.8 Independent rights

Our rights under this Security Agreement are in addition to any other rights we have by law independent of this Security Agreement.

26.9 Service of process

We may serve any document on you in a court action by delivering it to, or leaving it at, your last known address or such other address as you and we agree at any time. This clause does not prevent any other method of service.

27. MEANINGS OF SOME WORDS USED IN THIS SECURITY AGREEMENT

27.1 Defined terms

Amount You Owe Us means all money you owe us (which may be more than the Money Owed By The Customer). This includes:

(a) the Money Owed By The Customer;

(b) money and amounts under or in connection with a Finance Document;

(c) money and amounts in the nature of principal, interest, fees, costs, charges, expenses, duties, indemnities, Guarantee obligations or damages, including:

(i) any money you owe us under an indemnity you provide us;

(ii) any Costs you must pay;

(iii) the interest on the Amount You Owe Us;

(iv) amounts advanced to a Receiver under clause 18.1(b)(vi); and

(v) any amounts you must pay if you breach an obligation you owe us (other than an obligation to pay money) under this Security Agreement;

(d) money and amounts whether arising or contemplated before or after the date of this Security Agreement or as a resuIt of the assignment (with or without your or an Obligor’s consent) of any debt, liability or Finance Document; and

(e) money and amounts Which a person would be liable to pay but for becoming Insolvent.

Attorney means each attorney appointed by you under clause 22.3(a).

Authorised Representative means a director or company secretary, or:

(a) in respect of you, a person you notify to us (with a certified copy of that person's specimen signature) as being your authorised representative for the purposes of the Finance Documents where we have no notice of revocation of that authority; and

(b) in respect of us, any of our officers (as that expression is defined in the Corporations Act), any person whose title or acting title includes the word "Associate", "Director", "Head", "Executive", "Manager", "Vice President", "Chief", "Counsel", "Legal" or any cognate expression or who is authorised to act under any of our general powers of attorney and any lawyer acting on our behalf, or a person notified to you as being our authorised representative for the purposes of the Finance Documents.

Business Day means a day from Monday to Friday on which we are open for business in at least one of our branch locations in Australia.

Collateral means all of your present and future property of any kind. It includes:

(a) anything in respect of which you have at any time a sufficient right, interest or power to grant a Security Interest:

(b) where you act as a trustee of a Trust, the Trust Property of that Trust; and

(c) where you are a partner in a Partnership, all the present and future property of any kind of the Partnership. It includes anything in respect of which the Partnership has at any time a sufficient right, interest or power to grant a Security Interest and each partner's interest in the Partnership.

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Contaminant means anything (including a liquid, solid, gas, odour, temperature, sound, vibration or radiation) that makes or could make the Collateral or Environment a health risk for human or animal.

Control Event means:

(a) in respect of any of your Collateral that is, or would have been, a Revolving Asset:

(i) you breach, or attempt to breach clause 6.1 in respect of the Collateral or take any step which would result in you doing so; or

(ii) a person takes a step (including signing a notice or direction) which may result in Taxes, or an amount owing to an authority, ranking ahead of the security interest in the Collateral under this Security Agreement; or

(iii) distress is levied or a judgment, order or Security Interest is enforced or a creditor takes any step to levy distress or enforce a judgment, order or Security Interest, in relation to the Collateral: or

(iv) we give a notice to you that the Collateral is not a Revolving Asset. (However, we may only give a notice if we reasonably consider that it is necessary to do so to protect our rights under this Security Agreement or if a Default is subsisting); or

(b) in respect of all of your Collateral that is or would have been a Revolving Asset:

(i) a voluntary administrator, liquidator or provisional liquidator is appointed in respect of you or your winding up begins; or

(ii) a Receiver or controller is appointed to any of your property; or

(iii) something having a substantially similar effect to paragraph (i) or (ii) happens under any law.

Corporations Act means the Corporations Act 2007 (Cth).

Costs means our costs, charges, fees, expenses and other outgoings, including those that are contingent or prospective. This includes any costs incurred where we appoint agents, advisers, lawyers or professional consultants and the reasonable expenses incurred by our staff and for the use of our operations, premises and resources.

Customer means any person whose obligations you are securing under this Security Agreement. Where more than one person, 'Customer’ means each of them separately and two or more of them jointly.

Default means an event or circumstance specified in clause 17.1.

Details means the Details set out at the beginning of this Security Agreement.

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Enforcement Action has the meaning in clause 17.2.

Environment means all aspects of the physical surroundings, including land, air, water, atmosphere, climate and organisms.

Environmental Law means a standard set by a Government Authority or law concerning any aspect of health, safety, heritage, planning or the use, protection, conservation or contamination of the Environment.

Environmental Liability means any obligation imposed on, or Loss of, you, us (or any of our officers), a Receiver or any occupier of any Real Property:

(a) under an Environmental Law or in connection with a Government Authority declaration, order, notice or action under an Environmental Law; or

(b) in connection with an agreement, deed or instrument binding on you with a Government Authority or an owner or occupier of land; or

(c) in connection with the remediation, investigation or third party claims,

relating to activities or the presence of any Contaminant affecting the Real Property at any time.

External Administrator means a Receiver, administrator, liquidator, provisional liquidator, controller or bankruptcy trustee.

Finance Document means an arrangement (including a request, bill of exchange, agreement, Guarantee, or a Security Interest) under which an Obligor has or could in the future have obligations to us or any of our Related Entities.

GAAP means accounting standards, principles and practices applying by law or otherwise which are generally accepted and consistently applied in Australia.

Government Authority means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, registry, department, commission, authority, tribunal, agency or entity.

GST means goods and services tax as imposed under the A New Tax System (Goods and Services Tax) Act 7999(Cth).

Guarantee means a guarantee, indemnity, letter of credit, legally binding letter of comfort or other obligation of any kind:

(a) to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;

(b) to indemnify any person against the consequences of default in the payment of; or

(c) to be responsible for,

an obligation or monetary liability of another person or the assumption of any responsibility or obligation in respect of the solvency or financial condition of another person.

Guarantor means:

(a) each person who provides a Guarantee to us of any part of the Amount You Owe Us; and

(b) each person you and we agree is to be a 'Guarantor' for the purpose of this Security Agreement.

A person is Insolvent if:

(a) they are (or state they are) insolvent or an insolvent under administration (each as defined in the Corporations Act);

(b) they have an External Administrator appointed to them or any of their assets, are in liquidation, in provisional liquidation, under administration or being wound up;

(c) execution, distress, or any other process of a court or Government Authority is attempted or imposed regarding any of their undertaking, property or assets;

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(d) a compromise, arrangement, assignment, moratorium or composition is proposed with, or becomes effective in relation to, their creditors or any class of their creditors (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by us);

(e) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with them, which is preparatory to or could result in any of the things referred to above;

(f) they are taken (under section 459F of the Corporations Act) to have failed to comply with a statutory demand;

(g) they are the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act;

(h) they are a natural person who commits an act of bankruptcy within the meaning of the Bankruptcy Act 1966 (Cth);

(i) they are otherwise unable to pay their debts when they fall due; or

U) something having a substantially similar effect to any of the things referred to above happens in connection with them under any law.

Insurance Policy means each policy relating to the insurance required to be obtained or maintained by you or another Grantor under a Finance Document.

Investigating Experts has the meaning in clause 17.4.

Lease means an agreement or arrangement under which anything is or may be used, operated or managed by a person other than the owner, including a lease, charter, hire purchase or hiring arrangement.

Licence means any approval, right, licence, permit, registration, allocation, quota or authorisation (including to sell liquor, to discharge hazardous waste, to draw water and other rights in connection with the use or supply of water under any law or to develop and use any property) whether attached to or separate from or carried out on or in connection with any property and includes a licence as defined in the PPSA.

Loss means a loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation, fine or outgoing suffered, paid or incurred.

Money Owed By The Customer means all money the Customer (either alone or together with another person) owes us, or may owe us in the future for any reason. This may include principal, amounts in the nature of principal, interest, Costs, Taxes and any economic loss.

Obligor means:

(a) you;

(b) the Customer (if not you); and

(c) each Guarantor.

Partnership means, if applicable, the partnership described in the Details. Permitted Security Interest means:

(a) a Security Interest that we have consented to in writing; or

(b) a Security Interest arising under:

(i) a commercial consignment of goods under which you are the consignee;

(ii) a bailment, hiring arrangement or lease under which you are the bailee, hirer or lessee, that does not secure payment or performance of an obligation, but which is a PPS lease; or

(iii) retention of title terms in a contract for the supply of goods to you,

entered into by you in the ordinary course of your business (as conducted on the date of this Security Agreement).

PPSA means the Personal Property Securities Act 2009 (Cth).

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PPS Register means the register of security interests in personal property established under the PPSA.

Real Property means, in relation to you, all of your present and future estates and interests in freehold and leasehold land and in all buildings, structures and fixtures from time to time on that land.

Receiver includes receiver, or receiver and manager as defined in the Corporations Act.

Registered Scheme means a registered scheme as defined in the Corporations Act.

Related Entity has the meaning given to it in the Corporations Act.

Revolving Asset means any of your Collateral:

(a) which is:

(i) inventory (within the ordinary meaning of that term);

(ii) a negotiable instrument (within the ordinary meaning of that term); or

(iii) money (including money withdrawn or transferred to a third party from one of your accounts with a bank or other financial institution); and

(b) in relation to which no Control Event has occurred, subject to clause 6.4.

Security Interest means the document or act that creates a security for the payment of money or performance of an obligation. This includes a 'security interest' as defined in the PPSA. It also includes any general security, specific security, mortgage, bill of sale, charge (whether fixed or floating), lien, pledge, hypothecation, encumbrance, title retention, right of set-off, assignment of income, garnishee order or monetary claim and flawed deposit arrangement.

Serial Numbered Property means personal property that may or must be described by serial number in a financing statement under the PPSA.

Subsidiary has the meaning given to it in the Corporations Act, but as if a body corporate includes any entity. It also includes any entity required by GAAP to be included in the consolidated annual financial report of an entity or which would be required if that entity were a corporation. A trust or Registered Scheme may be a Subsidiary (and a unit or other beneficial interest in the trust or Registered Scheme is to be treated as a share accordingly) and an entity is to be treated as a Subsidiary of a trust or Registered Scheme as if that trust or Registered Scheme were a corporation.

Tax means any tax, levy, duty, rate, impost, charge, deduction or withholding (and any related penalty, fine, fee or interest) imposed, levied or assessed by a Government Authority. It includes stamp duty, GST and any transaction taxes and duties.

Title Documents means each certificate, confirmation, grant, assurance, conveyance, deed and other document of title or evidencing title to, or rights to acquire, possess, use or dispose of, any Collateral.

Trust means, in respect of you, each trust or managed investment scheme specified in this Security Agreement of which you are the trustee or responsible entity.

Trust Property means, in respect of a Trust, your present and future property of any kind which is the subject of that Trust. It includes anything in respect of which you as trustee of the Trust have at any time a sufficient right, interest or power to grant a Security Interest, such as under your rights of indemnity from the property, assets and beneficiaries of the Trust and any equitable lien and other Security Interest you hold in respect of your administration of the Trust and those rights of indemnity.

27.2 PPSA terms incorporated

In this Security Agreement, unless the context requires otherwise, the following words and expressions have the same meanings given to them in the PPSA: accession, advance, after-acquired property, attach, chattel paper, commercial consignment, control, document of title, future advance, goods, inventory, intermediated security, investment instrument, land, negotiable instrument, perfected, personal property, purchase money security interest, PPS lease, proceeds, serial number and verification statement.

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27.3 Interpretation

In this Security Agreement:

(a) headings are for reference only and do not affect interpretation;

(b) the singular includes the plural and vice versa, a gender includes other genders and different grammatical forms of defined expressions have corresponding meanings;

(c) unless stated otherwise, anything required to be done on or by a day which is not a Business Day, must be done on or by the next Business Day;

(d) examples and use of the word 'including' and similar expressions do not limit what else may be included;

(e) a document or agreement includes that document or agreement as novated, altered, amended, supplemented or replaced from time to time;

(f) anything includes any part of it and a reference to a group of things or persons includes each thing or person in that group;

(g) a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

(h) to 'grant a security interest' includes to charge, mortgage, pledge, encumber, assign by way of security and transfer by way of security; and

(i) 'property' or an 'asset' includes any real or personal, present or future, tangible or intangible property or asset and any right, interest, revenue or benefit in, under or derived from the property or asset.

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SIGNING PAGE/S

Executed as a Deed personally and also as trustee of any trust described in the Details.

Pasture Genetics Pty Ltd CAN 074 290 252

Name of Company (BLOCK LETTERS)

Executed by the Company named above in accordance with Section 127 of the Corporations Act 2001 (Cth)

Signature	Signature
Full name (BLOCK LETTERS)	Full name (BLOCK LETTERS)
Director / Company Secretary* Delete whichever is not applicable	Director
Office Held	Office Held
29.10.21	29/10/21
Date	Date

^* Please tick here if you are signing as Sole Director and Sole Company Secretary

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GENERAL SECURITY AGREEMENT

IMPORTANT NOTICE

There are important things you need to know before signing this General Security Agreement ("this

Security Agreement"):

•     This Security Agreement sets out the terms on which you grant a Security Interest in Collateral to us.

•     Before you sign this Security Agreement you should get independent legal and financial advice.

•     There are financial and other risks involved in signing this Security Agreement, including the risk of loss of the Collateral.

Meanings of words - the meanings of key words used in this Security Agreement are either explained in the Details or at the end of this Security Agreement.

National Australia Bank Limited ABN 12 004 044 937 AFSL and Australian Credit Licence 230686

DETAILS

NationalAustraliaBankLimitedABN12004044937AFSLandAustralianCreditLicence 230686

Address:800BourkeStreet,Docklands,Victoria,3008

Ourdetails

("we"or"us"or"our'')

 

Grantor details ("you" or "your'' or "Grantor'')
Company Details
Name:	S&W Holdings Australia Pty Ltd
ACN/ABN/ARBN:	162 715 326
ARSN (if Company is
Responsible Entity of a
Registered Scheme):
Address:	Office 2, 7 Pomona Street, Stirling SA 5152
Fax Number:

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TERMS

1. OUR PROMISE TO YOU

We will act reasonably and fairly towards you, taking into account your and our respective business interests. That includes whenever we are:

• considering any request you make; or

• deciding whether to give our consent or to exercise a right, discretion or remedy in connection with this Security Agreement; or

• setting any conditions for doing any of those things.

It's worth noting that even if we don't make a decision or do something straight away, we may still do so later on. This includes where we delay or defer doing so, or we temporarily waive a requirement.

2. IMPORTANT INFORMATION ABOUT THIS SECURITY AGREEMENT

2.1Why you're giving us this Security Agreement

You acknowledge you're giving us this Security Agreement (and incurring obligations and giving rights under it) in return for us entering into the Finance Documents and the transactions contemplated by those documents, and so that we'll provide or continue to provide loans or other forms of finance to you or a Customer.

2.2. What you give us in this Security Agreement

This is a very important document. By signing this Security Agreement you:

(a) make promises to us - for example, to confirm information about you, your business, the Collateral and other matters;

(b) agree to do Certain things - for example, you may have to pay money owed by an Obligor;

(c) give us rights in relation to you and the Collateral-for example, if you do not comply with your promises or obligations, we may take possessionof the Collateral, sell or otherwise deal with it, and take other action to recover the Amount You Owe Us; and

(d) take on financial and other risks, including the risk of loss of the Collateral.

2.3Your obligations continue

Your obligations under this Security Agreement continue even if we release all or some of the Collateral from this Security Agreement. A full release of Collateral will not release you from liability under this Security Agreement until we've received all of the Amount You Owe Us - and we're satisfied that we can retain all payments received (for example, we may not be satisfied if another person could claim that a payment  has to be repaid for any reason).

3. IMPORTANT INFORMATION ABOUT YOU

3.1 You're liable separately on your own and jointly with all other Grantors

You're liable for all of the obligations under this Security Agreement both separately on your own and jointly with anyone else named in the Details as a Grantor. That means you may have to do things (including pay money) even if any of the other Grantors don't do those things. Accordingly, in this Security Agreement, a reference to 'you' is a reference to each Grantor individually as well as to all Grantors jointly.

3.2 If you're a trustee

You agree that if you're a trustee of a Trust:

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(a) this Security Agreement and each obligation you incur under it binds you in your personal capacity and as trustee of the Trust; and

(b) we have recourse to all of your Collateral, including the Trust Property, when seeking to recover the Amount You Owe Us, whether that property is owned by you beneficially or held by you as trustee.

3.3 If you're a partner in a Partnership

You agree that if you're a partner of a Partnership:

(a) then clause 3.1 applies to each partner; and

(b) this Security Agreement will continue to bind each person who is a partner at the date of this Security Agreement and each person who becomes a partner, despite changes in the membership of the Partnership or the fact that the person is no longer a member of the Partnership.

4. YOU AGREE TO PAY THE AMOUNT YOU OWE US WHEN IT IS DUE

You agree to pay us the Amount You Owe Us in accordance with the terms of any agreement in writing to do so, including when and as specified in that agreement. However, if:

(a) there is no such agreement; and

(b) payment is not otherwise due because you are in Default,

then we may declare at any time by reasonable notice to you the Amount You Owe Us is payable either promptly on demand or at the latest within 2 Business Days of making the demand.

5. YOU GRANT US A SECURITY INTEREST IN THE COLLATERAL

5.1 Security Interest

(a) You grant us a security interest in the Collateral to secure the payment of the Amount You Owe Us.

(b) Without limiting the meaning of 'Collateral' in this Security Agreement, this security interest is taken in all of your present and after-acquired property.

(c) The security interest created by this Security Agreement is a charge. If for any reason it is necessary to determine the nature of this charge, it is a floating charge over Revolving Assets and a fixed charge over all other Collateral. Clauses 6.2 and 6.3 set .out rules for how you may deal in Revolving Assets.

5.2 Legal, beneficial and joint ownership of the Collateral

(a) You grant the security interest under clause 5.1:

(i) if you are trustee of a Trust - as trustee for all Trust Property; and

(ii) as beneficial owner for the balance of the Collateral.

(b) If you hold any Collateral jointly with one or more others, whether or not named in the Details, and whether in partnership, joint venture or otherwise, c1nd we hold a Security Interest from all such other persons, whether under this Security Agreement or under any other security instruments or arrangements, you acknowledge that such Security Interests constitute a Security Interest over all the assets of the firm, partnership or joint venture.

5.3 Attachment

The Security Interests granted by this Security Agreement attach to the Collateral in accordance with the PPSA and the parties confirm that they have not agreed that any Security Interest granted by this Security Agreement attaches at any later time.

5.4 Where the law requires action before a Security Interest can be granted

To the extent that any law requires that something must be done (such as obtaining consent) before you may validly grant a Security Interest over any of the Collateral, the Security Interest under clause 5.1 only takes effect in relation to that Collateral when the thing required is done. You agree to do anything reasonably necessary to ensure that it is done.

5.5 Security independent and continuing

This Security Agreement and each Security Interest created under it are:

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(a) in addition to and enforceable independently of any other Security Interest or Guarantee; and

(b) a continuing security and remain in full force and effect (whether or not at any given time there is any Amount You Owe Us) until we release all Collateral from the Security Interest, despite any intermediate payment, discharge, settlement or release of part of the Collateral.

6. THINGS YOU CAN AND CANNOT DO WITH THE COLLATERAL

This clause sets out how you can deal with the Collateral (for example, whether you can sell some Collateral, or create a security interest over some of it). The starting point is you are generally not allowed to deal with the Collateral (as set out in clause 6.1). However, in limited circumstances you are allowed to deal with some of the Collateral (as set out in clause 6.2).

One type of Collateral you can deal with is Collateral which is designated as a Revolving Asset (see clause 27.1 for more details). An example of a Revolving Asset is inventory (within the ordinary meaning of that term), provided no Control Event has occurred. Additional conditions will apply if a Control Event occurs.

6.1 Restricted dealings

You must not do, or agree to do, any of the following (unless you are expressly permitted to do so by clause

6.2 or by another provision in a Finance Document or we consent in writing):

(a) create or allow another interest (including any Security Interest) in any Collateral, other than a Permitted Security Interest (or if by law its creation cannot be restricted, you must comply with clause 6.6); or

(b) dispose, or part with possession, of any Collateral.

6.2 Permitted dealings

You may do any of the following in the ordinary course of your ordinary business unless you are prohibited from doing so by another provision in a Finance Document:

(a) create or allow another interest in, or dispose or part with possession of, any Collateral which is a Revolving Asset; or

(b) withdraw or transfer money from an account with a bank or other financial institution.

6.3 Revolving Assets

If a Control Event occurs in respect of any Collateral then automatically:

(a) that Collateral is not (and immediately ceases to be) a Revolving Asset;

(b) any floating charge over that Collateral immediately operates as a fixed charge; and

(c) you may no longer deal with the Collateral under clause 6.2.

6.4 Conversion to Revolving Asset

If any of the Collateral is not, or ceases to be, a Revolving Asset, and becomes subject to a fixed charge under this clause 6,we may give you a notice stating that the Collateral specified in the notice is a Revolving  Asset, or becomes subject to a floating charge. This may occur any number of times.

6.5 Inventory

Any inventory which is not, or ceases to be, a Revolving Asset is specifically appropriated to a security interest under this Security Agreement. You may not create or allow another interest in, or dispose or part with possession of or remove it without obtaining our specific and express authority to do so.

6.6 Where the law allows you to create a Security Interest without consent

If a law entitles you to create another Security Interest in the Collateral without our consent, this clause 6 does not operate to require you to obtain our consent before creating that other Security Interest. However, if you intend to create another Security Interest:

(a) you agree to notify us at least 7 days before you propose to do so; and

(b) if we request a priority agreement under clause 7.3 and you have not complied with that request by the time the Security Interest is created, we need not provide any person with further financial accommodation under any Finance Document.

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7. PRIORITY

7.1 First priority of Security Interest in Collateral

The parties intend that each Security Interest created under this Security Agreement:

(a) takes priority over all other Security Interests and other interests in the Collateral at any time other than any Permitted Security Interest that:

(i) we agree in writing as having priority; or

(ii) is mandatorily preferred by law; and

(b) has the same priority in relation to all of the Amount You Owe Us, including future advances.

7.2 Purchase money security interests

Nothing in this clause 7 restricts us from claiming that a Security Interest granted under this Security Agreement is a purchase money security interest in respect of all or part of the Collateral.

7.3 Priority agreement

If we ask, you agree to obtain an agreement acceptable to us regulating priority between the Security Interest under this Security Agreement and any other Security Interest over, or other interest in, the Collateral.

7.4 Other Security Interests

(a) You must not increase the amount secured under any other Security Interest in the Collateral without our consent.

(b) You must comply with any obligation in connection with any other Security Interest in the Collateral.

(c) We may rely on a certificate from any other person with a Security Interest in the Collateral as to the amount that is owed to that other person unless we have actual knowledge that the certificate is incorrect.

(d) If a Default is subsisting, we may pay any of your debts or take an assignment of them or any Security Interest for our benefit and the amount paid and the costs incurred by us will be part of the Amount You Owe Us.

7.5 What happens after we receive notice of subsequent Security Interests

If we receive actual or constructive notice of a subsequent Security Interest other than a Permitted Security Interest in respect of any Collateral to which the PPSA does not apply, you agree that:

(a) we may open a new account for you;

(b) all financial accommodation provided by us to you will be debited to that account; and

(c) all payments that reduce the Amount You Owe Us will be first applied to reduce the debit balance in the new account before reducing any other Amount You Owe Us.

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8. TAXES, COSTS AND INDEMNITIES

8.1 You must pay all Taxes and reasonable Costs

You agree to pay or reimburse us for all Taxes and reasonable Costs incurred from time to time by, or imposed upon, us, an External Administrator appointed by us or an Attorney relating to:

(a) this Security Agreement and any transactions under it;

(b) title, security, insolvency and corpori3te searches concerning you and the Collateral;

(c) preparing, registering and maintaining any financing statement or financing change statement (each as defined in the PPSA) in relation to a Security Interest, or taking any other action that in our reasonable opinion is necessary;

(d) preserving and maintaining any Collateral (such as by paying any insurance, rates or taxes in relation to that Collateral, including any interest, penalties and fines);

(e) preserving or enforcing our rights (or reasonably considering or attempting to do so) under the Finance Documents;

(f) a variation, release or discharge of this Security Agreement, or giving a consent or approval or waiving a requirement in connection with this Security Agreement;

(g) us acting or relying in good faith on any notice or other communication from you (or genuinely believed by us to be from you) including any email and any attachment to any email;

(h) a Default or us exercising or enforcing our rights (or reasonably considering or attempting to do so) under this Security Agreement; and

(i) the costs, indemnification and remuneration of any External Administrator.

8.2 You indemnify us

You also indemnify us (and our Authorised Representatives, employees, contractors, agents and any Attorney) against, and you must pay us on demand for; any Loss or reasonable Costs we incur in connection with:

(a) an indemnity given by us to an External Administrator of you or of any Collateral;

(b) this Security Agreement or any Collateral;

(c) a Default;

(d) any payment required under this Security Agreement not being made on its due date;

(e) the exercise or attempted exercise of any right;

(f) any Environmental Liability;

(g) us acting or relying in good faith on any notice or other communication from, or genuinely believed to be from, you; and

(h) us relying on information supplied by or on behalf of you which proves to be a misrepresentation or to be misleading or deceptive (including by omission of other information),

however you don't have to pay, reimburse or indemnify us under this clause to the extent that:

(i) any Loss or Costs incurred by us was contributed to by the fraud, negligence or misconduct of us, a Receiver or any Attorney (or of our Authorised Representatives, employees, contractors or agents); or

(ii) where another Finance Document contains an indemnity relating to one or more of the matters above, the terms of the indemnity in that Finance Document do not require the Granter to pay, reimburse or indemnify us.

8.3 Tax indemnity

(a) Subject to clause 8.3(b), you indemnify us against, and must pay to us on demand amounts equal to, any Loss which we determine will be or has been (directly or indirectly) incurred by us for or on account of Tax in respect of this Security Agreement or a transactionor payment under this Security Agreement.

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(b) Clause 8-3(a) does not apply to the extent the relevant Loss is compensated for by payment of an additional amount under clause 10.2.

8.4 Currency indemnity

If a judgment, order or proof of debt in connection with the Amount You Owe Us is expressed in a currency other than the currency in which the Amount You Owe Us is due, then you indemnify us against:

(a) any difference arising from converting the other currency if the exchange rate we use and appropriately apply for converting currency when we receive a payment in the other currency is less favourable to us than the exchange rate used for the purpose of the judgement, order or acceptance of proof of debt; and

(b) the Costs of conversion,

notwithstanding that it might be necessary to convert the other currency through more than one currency to determine the exchange rate available to us.

9. INTEREST ON OVERDUE AMOUNTS

9.1 Accrual and calculation

(a) Subject to clause 9.1(b), you must pay interest on any part of the Amount You Owe Us which is due for payment but which is not otherwise incurring interest. The interest accrues daily from (and including) the due date (which if not otherwise stated, is the date when the amount was incurred, paid, debited to your account or otherwise charged to you and without need for a prior demand for payment) up to (but excluding) the date of payment. You must pay the interest with the amount on which it is accruing. The rate of interest applying to each daily balance is the rate equal to the highest annual rate of interest payable under any Finance Document divided by 365.

Each month, we may add to the amount you owe any interest under this clause 9.1(a) which has not been paid. You will then be liable for interest under this clause 9,1(a) on the total amount.

(b) However we will not charge interest under clause 9,1(a) to the extent doing so would be inconsistent with any agreement that we have made with you not to charge default interest in respect of any part of the Amount You Owe Us.

9.2 Judgment or order

If any amount you must pay under this Security Agreement becomes covered by a judgment or court order, you must pay interest on that amount as a separate obligation. The interest accrues from and including the date we first ask for the amount until but excluding the date that amount is paid. This obligation is not affected by the court order. The rate is the rate in clause 9.1(a) or the rate in the court order (whichever is higher).

10. HOW YOU MUST MAKE PAYMENTS

10.1 Payment requirements

(a) If and when you are required to make a payment under this Security Agreement, that payment must be made:

(i) in full and without any set-off, counterclaim, withholding or deduction, except as required by law(for example, where a court order permits);

(ii) to us by payment to an account we have nominated or as we otherwise direct; and

(iii) in Australian dollars, in immediately available funds.

(b) We can debit any of the amounts payable under this Security Agreement that have become due and payable to any of your accounts with us, or opened by us in your name, as reasonably determined by us, even if it will cause the account to be overdrawn. Unless we agree otherwise, where such an account is overdrawn, the overdrawn balance is payable and we may charge you interest on the overdrawn amount:

(i) in accordance with the terms and conditions of that account; or

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(ii) if there is an overdraft facility linked to that account, in accordance with the terms and conditions of the overdraft facility.

10.2 Deduction or withholding

If you are required by law to deduct or withhold Taxes from a payment to us in connection with this Security Agreement, you must:

(a) make that deduction or withholding (and any further deductions or withholdings contemplated by clause 10.2(b)), and pay to the appropriate Government Authority an amount equal to the full amount deducted or withheld as required by law and give us the original receipt for the payment; and

(b) pay additional amounts to us which will result in us receiving at the time the payment is due (after deduction or withholding of any Taxes in respect of any additional amount) the full amount which we would have received if no deduction or withholding had been required.

10.3 GST

Unless otherwise specified, all amounts referred to in this Security Agreement are exclusive of GST. If we are liable to pay GST or a similar tax on a supply (as defined in relevant GST legislation) made in connection with this Security Agreement, you must pay us an additional amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.

11. PROMISES WE RELY ON

11.1 General

We are relying on these important promises from you to provide financial accommodation to you or a Customer (in addition to any promises you or anyone else hasmadeto us in any other document). You give these promises when you sign this Security Agreement and at all times while there is any Amount You Owe Us. You must promptly tell us if anything happens which would at anytime prevent you from being able to repeat these promises truthfully.

11.2 Promises about you

You promise that:

(a) all of the information in the Details about you is true, correct and complete;

(b) you hold all necessary Licences required to run your business;

(c) the financial information given to us by you, or on your behalf, gives an accurate and up to date view of your financial position;

(d) you have not withheld any information from us which might reasonably be expected to affect our decision to enter into this Security Agreement or any other Finance Document;

(e) •you don't have a material dispute with anyone;

(f) entering into this Security Agreement is for your commercial benefit;

(g) you are not Insolvent;

(h) you have told us about all Defaults you are aware of, or if you think one is reasonably likely to occur;

(i) except as specified in this Security Agreement, you are not a trustee of any trust nor a partner in a partnership;

(j) signing this Security Agreement will not cause:

(i) you to breach any law or material agreement you have with someone else; or

(ii) any payment obligation you owe to anyone to become due earlier than scheduled;

(k) you have told us about any Security Interest granted by you to anyone else; and

(l) you are currently complying with your obligations to us under this Security Agreement.

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11.3 Promises about the Collateral

You promise that:

(a) any information in the Details about the Collateral is true, correct and complete;

(b) any information you provide us about the Collateral, including serial numbers of any Collateral that may, or must, be recorded on the PPS Register by serial number (including motor vehicles, watercraft and aircraft), is true, correct and complete;

(c) you own or have a right or interest in the Collateral and you have the right to grant a Security Interest over the Collateral under this Security Agreement;

(d) you have told us in writing about any Collateral which is located outside Australia;

(e) you have told us in writing about all rights that affect, or are proposed or likely to affect, the Collateral of which you are aware (including Security Interests or the rights of beneficiaries under a Trust);

(f) you will use your best efforts to obtain and maintain any necessary Licences in relation to the Collateral; and•

(g) you have told us in writing about any Contaminant affecting the Collateral of which you are aware.

11.4 Promises about any Trust of which you are a Trustee

In relation to each Trust, you promise that:

(a) you are the only trustee of the Trust and no steps have been taken to remove you as trustee;

(b) you have power and authority to enter into this Security Agreement and are doing so in good faith, for a proper purpose and for the benefit of all of the beneficiaries of the trust;

(c) you have the right to be fully indemnified out of the Trust Property for obligations incurred as trustee under this Security Agreement ahead of the beneficiaries' claims;

(d) you are not in breach (however described) under the terms of the Trust;

(e) you will not without our prior written consent:

(i) amend the Trust deed;

(ii) cease to be the only trustee; or

(iii) breach your duties as trustee of the Trust;

(f) the Trust has not vested or terminated; and

(g) true copies of the trust documents have, if requested by us, been provided to us and they disclose all the terms of the Trust.

11.5 Promises about any partnership of which you are a partner

If you are a partner of a Partnership, you promise that:

(a) you have the full power and authority on behalf of the Partnership (including under any partnership agreement) to sign and comply with this Security Agreement as a partner to bind the Partnership, and doing so is for the proper business of the Partnership; and

(b) true copies of any documented partnership agreements have, if requested by us, been provided to us and they disclose all the terms of the Partnership.

12. GENERAL THINGS YOU WILL DO IN RELATION TO YOUR BUSINESS

12.1 Caring for your business

You will:

(a) keep your business and financial records in good order;

(b) not, without our consent, cease or significantly change the nature of your business;

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(c) not, without our consent, relocate your principal place of business outside Australia, or change your place of registration or incorporation, or change your legal status or allow your legal status to be changed;

(d) pay all Taxes payable by you, including in connection with any Collateral, when due (other than any Tax being contested in good faith provided that where any Tax may be lawfully withheld, you first set aside sufficient reserves and such Tax is promptly paid on final determination of the contest); and

(e) comply in all material respects with all laws binding on you, the Collateral or any of your assets, and use your best efforts to ensure that any person occupying or using any Collateral does the same.

12.2 Preserving your business assets

You must:

(a) not, without our consent:

(i) provide financial accommodation to a Related Entity;

(ii) permit a Related Entity to owe financial accommodation to you;

(iii) satisfy any financial accommodation you now or in the future owe to a Related Entity;

(b) not, without our consent, deposit money with a person in circumstances where the money is not repayable unless you perform obligations (including to pay money) to that person; and

(c) ensure that your capital is not reduced or made capable of being called up only in certain circumstances.

12.3 Things you will do if you are a trustee

In relation to each Trust you will:

(a) give us copies of all of the trust documents we ask for;

(b) when we ask, exercise your right to be indemnified out of the Trust Property to satisfy any liabilities under this Security Agreement; and

(c) comply with the terms of the Trust and ensure that your rights as trustee have priority over the beneficiaries' interests.

12.4 Things you will not do if you are a trustee

You agree not to do any of the following without our prior written consent:

(a) end the Trust, or distribute Trust Property;

(b) allow a Security Interest to exist over any Trust Property other than a Security Interest granted to us;

(c) (if the Trust is a unit trust) issue units to any person who is not a unit holder on the date when you sign this Security Agreement.

12.5 Things you will do if you are a partner in a Partnership

(a) If you are a partner of a Partnership you must make sure that:

(i) each partner corn plies with its obligations as a partner of the Partnership;

(ii) the Partnership's records are kept in good order; and

(iii) you obtain our written consent before:

(A) any changes are made to the partners or the terms of the Partnership;

(B) the Partnership is terminated, or its property distributed;

(C) taking action which could make it harder for a partner to comply with this Security Agreement; or

(D) mixing Partnership assets with other assets.

(b) If you are a partner, you must do your best to ensure that any partner added to the Partnership assumes liability in respect of all the Amount You Owe Us before that partner became a partner, by executing a security deed in substantially the same form and effect as this Security Agreement (including giving us the priority we require).

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13. THINGS YOU MUST DO IN RELATION TO THIS SECURITY AGREEMENT

13.1 General things you must do

You must:

(a) ensure that no Default occurs;

(b) if we ask, provide to us any information and assistance we reasonably require about, or documents affecting your business, assets, liabilities, finances, operations, management, the Collateral, and your compliance with this Security Agreement and each other Finance Document; and

(c) comply with all conditions in any consent we give in connection with this Security Agreement.

13.2 You promise to help us preserve our Security Interest

You promise to do anything we reasonably require to:

(a) better secure the Collateral for payment of the Amount You Owe Us, and to enable the better exercise of any right (including the granting of further specific security in the form required  by us and depositing with us documents or evidence of  titles and transfers in  relation  to investment instruments); and

(b) perfect, preserve, maintain, protect or otherwise give full effect to the Collateral, this Security Agreement or each Security Interest intended to be created under this Security Agreement, and the priority of that Security Interest required by us.

13.3 Things you must tell us about the Collateral

You must notify us promptly:

(a) if you acquire, or enter into an agreement to acquire, any intermediated securities, investment instruments, negotiable instruments or chattel paper;

(b) on our request, of the details of each purchase money security interest and each Security Interest perfected by control in any of the Collateral;

(c) about any order or notice from any Government Authority concerning the use or condition of any Collateral as soon as you become aware of it, and provide us a copy; or

(d) if anything occurs that materially lowers or may materially lower the value of the Collateral (for example, if Collateral is lost, stolen, defective or damaged),

13.4 Things you must tell us before you change your details

You must notify us in writing at least 14 days before:

(a) you or any Trust or Partnership changes its name;

(b) any ABN, ACN, ARBN or ARSN allocated to you or any Trust or Partnership changes, is cancelled or ceases to apply to it (or if it does not have an ABN, ARBN or ARSN, one is allocated, or otherwise starts to apply to it); or

(c) you become trustee of a Trust, or a partner of a partnership not stated in the Details.

13.S Things you must do to care for and preserve the Collateral

You must:

(a) pay when due all amounts for which you are liable in respect of the Collateral;

(b) keep all Collateral protected from loss, theft and damage in good working order and condition, consistent with the exercise of the degree of skill, prudence, foresight and operating practice which would reasonably be expected from a reputable operator of a business similar to your business, allowing for fair wear and tear;

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(c) not do, allow anything to be done or fail to prevent anything that materially lowers or may materially lower the value of the Collateral;

(d) tell us if any Collateral is defective or seriously damaged;

(e) protect and enforce your title to, and our interest as secured party with respect to, the Collateral;

(f) not, without our consent, allow any Collateral to become an accession or fixture to any asset or property unless that asset or property is also part of the Collateral or is subject to a first-ranking Security Interest or first-ranking registered mortgage in our favour; and

(g) not move {or allow to be moved) any Collateral located in Australia as at the date of this Security Agreement outside Australia:

(i) except in the ordinary course of, and for the purpose of carrying on, your ordinary business; and

(ii) provided the Collateral remains subject to a Security Interest in our favour giving us the same or better priority as this Security Agreement.

13.6 Environmental matters affecting the Collateral

You must:

(a)promptly notify us if there is a Contaminant affecting or emanating from the Collateral;

(b) unless it is in the nature of your business conducted with the Collateral and this has been disclosed in writing to us:

(i)not have a Contaminant affecting or emanating from the Collateral; and

(ii) immediately remove any Contaminant from the Collateral and make good any damage caused by the Contaminant or its removal;

(c) minimise the impact of any escaped Contaminant on the Environment and make good any damage it causes;

(d) not deal with any Collateral or any Contaminant in such a way as to increase the risk of harm from a Contaminant; and

(e) do anything we reasonably require you to do to deal with any Contaminant or protect the Collateral from it, including moving the Collateral.

13.7 You must register your Security Interests in the Collateral

You must register on the PPS Register every Security Interest you hold in the Collateral:

(a) as soon as such Security Interest becomes registrable under the PPSA {whether before or after the Security Interest arises); and

(b) in a manner which affords you the highest possible priority under the PPSA in respect of each Security Interest.

13.8 Things you must do - book debts

You must:

(a) until we otherwise direct, promptly collect your book debts, other debts and amounts owing to you under any other monetary claims; and

(b) if we request, pay into a control account we open or maintain in your name (which may be your principal operating account maintained by us), all the money which you receive in respect of the proceeds and any other amount in connection with the Collateral (including insurance proceeds which must be applied in accordance with clause 16). You must comply with any directions we issue to deal with that money while in the control account.

13.9 Things you must do - Real Property and Subsidiaries

You must:

(a) notify us promptly about all Real Property and interests in Real Property (including Leases) you acquire or any Subsidiaries you form or acquire;

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(b) grant an all-obligations mortgage in the form we require over such of your interests in any Real Property which forms part of any Collateral as we may require, and deliver to us any document, and do any other thing, which we require in order to register any such mortgage;

(c) comply with the terms of, and take all action (including as reasonably required by us) to enforce, each Lease binding on you in respect of the Collateral from time to time; and

(d) get our consent before you demolish or materially alter any improvements on Real Property or commence construction or enter into a contract for major works to be carried out on Real Property.

13.10 Things you must do - Serial Numbered Property

You agree:

(a) to provide us with the correct serial numbers of any Collateral that is Serial Numbered Property (for example, motor vehicles, watercraft and aircraft) as at the date of this Security Agreement and promptly following any subsequent acquisition, together with any other details we request to make any necessary registrations on the PPS Register in relation to that Serial Numbered Property; and

(b) not to change any serial number in respect of any Serial Numbered Property.

13.11 Things you must do - Title Documents

You must:

(a) deposit with us any Title Documents, chattel paper, negotiable instruments, intermediated securities, investment instruments or other documents we request relating to the Collateral (unless another person is entitled to hold them pursuant to a Permitted Security Interest); and

(b) obtain replacement Title Documents if we reasonably believe any original Title Documents are lost or destroyed.

13.12 Things you must do - Licences

(a) If a Licence is part of the Collateral or required for any activity carried out on or in connection with the Collateral or your business, then you must:

(i) carry out that activity in a proper and orderly manner;

(ii) comply with all laws and requirements of Government Authorities in connection with the Licence;

(iii) obtain and renew on time the Licence and any necessary authorisation to carry on the activity for which the Licence is necessary and oppose any application to restrict or cancel the Licence;

(iv) not, without our prior written consent:

(A) remove or apply to remove the Licence from any Collateral;

(B) surrender or attempt to surrender the Licence;

(C) deal in any way with any interest in the Licence;

(D) amend the Licence;

(E) do anything which could cause the Licence to be forfeited or cancelled; or

(F) allow a Security Interest to arise over the Licence; and

(v) give us a copy of each notice, order, summons or conviction in connection with the Licence.

(b) If you are not the holder of the Licence, you must do your best to ensure that:

(i) the holder complies with the obligations set out in clause 13.12(a) as if it were you; and

(ii) the hold r gives us an authority to apply for information from Government Authorities and a power of attorney relating to the Licence, each in a form satisfactory to us acting reasonably.

(c) After a Default has occurred, if we require, you must do your best to ensure that the Licence is transferred to us or our nominee.

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14. RIGHTS WE CAN EXERCISE AT ANYTIME

14.1 Assignment

(a) Subject to the Finance Documents, we may assign or otherwise deal with our rights under this Security Agreement in any way we consider appropriate and you agree to help us including by signing any document or providing consent. We may disclose any information or document to do so.

(b) You can't assign or otherwise deal with your rights under this Security Agreement without our prior written consent.

14.2 We have rights to enter and inspect

(a) We may enter land and buildings owned or occupied by you, any place where the Collateral is located, your places of business or your registered office to:

(i) inspect the Collateral;

(ii) find out whether you are complying with this Security Agreement;

(iii) exercise our rights under this Security Agreement or a Finance Document;

(iv) inspect and copy records relating to you, your Subsidiaries or the Collateral; or

(v) investigate your financial affairs or business or the financial affairs or businesses of your Subsidiaries.

(b) For these purposes you agree to obtain for us the right to enter any:

(i) land, buildings or place of business; or

(ii) other place, including any registered office,

where any property or records of your Subsidiaries or any Obligor is located.

(c) You agree to help us enter and exercise our rights under this Security Agreement, such as by obtaining all acknowledgements, consents and other documents we require to:

(i) allow you to enter into and perform your obligations under this Security Agreement including providing us with an effective Security Interest over the Collateral for payment of the Amount You Owe Us;

(ii) allow us to inspect the Collateral; and

(iii) enable us to exercise our rights in connection with the Collateral.

14.3 We will give reasonable notice before entering

We will give you reasonable notice before entering under clause 14.2, unless:

(a) a Default is subsisting; or

(b) we reasonably believe that there is an emergency or that urgent action is necessary to protect the Collateral.

14.4 We may rectify or step in

We may do anything which you should have done under this Security Agreement but which you have either not done or in our reasonable opinion have not done properly in order to protect the value of the Collateral. If we do so, you must pay our reasonable Costs when we ask, except to the extent the Costs arise from the negligence, fraud or wilful default of us or our Authorised Representatives, or any Attorney or Receiver appointed by us.

14.5 We can direct you to pay rent and other income

While any Default is subsisting, we may direct, and you agree to ensure, that rent and other income from the Collateral is paid to us (or that you pay over such amounts to us). These amounts are then to be applied in accordance with clause 15.2.

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15. WHAT HAPPENS TO MONEY WE RECEIVE

15.1 When we will credit payments received

We will credit payments to any Amount You Owe Us as soon as practicable after actually receiving them (including, where we have appointed a Receiver, as soon as practicable after we receive the payment from the Receiver). However, we may retain any payments for later crediting towards part of the Amount You Owe Us which is not due for payment when received. We may hold it in an interest bearing account and use it and any interest (less any Taxes) to pay the Amount You Owe Us when it becomes due for payment.

15.2 How we apply money received

Subject to any overriding law, any money received by us or a Receiver under this Security Agreement will be applied towards payment of any parts of the Amount You Owe Us in the order we choose or to anyone with a prior claim. However, if money received represents proceeds of an insurance claim relating to the loss of or damage to any Collateral, we may use it to reinstate the Collateral or carry out work on it.

15.3 How we will deal with surplus proceeds

After the Amount You Owe Us is paid, we will pay any surplus proceeds either to you or to another person entitled to it (such as another person with a Security Interest in the Collateral). In particular, we may pay it to a person that we consider, on reasonable grounds, has a subsequent registered or unregistered Security Interest without incurring liability to you.

15.4 Amounts we owe you and how we can pay you

(a) Payment of amounts to you may be completed by crediting the amount to an account in your name with us or any other bank in Australia and giving you notice of the credit.

(b) Neither we nor a Receiver are accountable for any more money or Collateral than what is actually received.

15.5 We may convert amounts received into the due currency

If we receive any amount in relation to this Security Agreement in a currency other than the one which was due, we can convert the amount received into the due currency. We will act reasonably when making the conversion and do so as soon as practicable after receipt, but any Costs involved in converting currencies will be added to the Amount You Owe Us.

16. THINGS YOU NEED TO KNOW ABOUT INSURANCE

16.1 You must have insurance

You must ensure that the following insurances are obtained and maintained in full force and effect for the duration of this Security Agreement:

(a) insurance covering any insurable Collateral, for its full insurable value on a reinstatement and replacement basis, including where applicable any loss of rents and profits, the cost of demolition, removal of debris and consultants' fees; and

(b) other insurance appropriate to your business, assets and operations against all usual risks and such amounts which a reasonable person in your position would prudently take out, including business interruption insurance, public liability insurance, workers compensation insurance or equivalent cover in accordance with applicable law and any other insurance required by law or which we reasonably require in connection with your ownership, occupation or use of the Collateral.

16.2 Insurance Policy requirements

You must ensure that each Insurance Policy in relation to insurable Collateral (including, if appropriate to your business, business interruption insurance):

(a) notes our interest as a secured party;

(b) if required by us, names us as sole loss payee;

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(c) if required by us, names us as a co-insured; and

(d) is on terms and with an insurer acceptable to us, acting reasonably.

16.3 Things you must do in relation to Insurance Policies

You must, in relation to each Insurance Policy:

(a) whenever asked by us, produce evidence of current cover (including a certified copy of each policy wording and schedule and a certificate of currency);

(b) ensure the cover is not reduced or cancelled (and you must notify us if it is or could be);

(c) do your best to ensure that nothing happens that could permit an insurer to decline a claim (and you must notify us if anything would permit an insurer to do this); and

(d) notify us if an event occurs which permits an insurance claim to be made or an insurance claim is made or refused.

16.4 We may rectify

If you do not comply with clause 16, we may take out, renew or maintain any insurance required by clause 16, and you must immediately pay us all Costs incurred in doing so.

16.5 We may take over or settle insurance claims

We may, after notifying you, take over your rights to make, pursue or settle an insurance claim whether or not the policy notes our interest as a secured party.

16.6 Insurance proceeds must be paid to us or as we direct

Unless we agree otherwise, you must pay all proceeds you receive from any insurance claim relating to the loss of or damage to the Collateral to us or as we direct.

17. DEFAULT AND ITS CONSEQUENCES

17.1 When are you in Default?

You are in Default if:

(a) you do not pay any of the Amount You Owe Us when it is due;

(b) you do not comply with a promise you make under this Security Agreement or a promise you make is incorrect or misleading;

(c) you do not comply with an obligation under this Security Agreement to do or not to do something;

(d) an event or circumstance specified as a 'default' or 'event of default' (however described) in a Finance Document occurs, whether or not within your control;

(e) you are, or become, Insolvent;

(f) an Obligor (other than you) is, or becomes, Insolvent; or

(g) the Security Interest created under this Security Agreement does not have or loses the priority it is intended to have.

17.2 Things we can do if you are in Default

(a) If:

(i) you are in Default; and

(ii) we have given you any notice required by law to be given prior to the Enforcement Action we take (and which cannot be excluded, for example you may have rights to receive a notice under property law legislation that applies in your state or territory- see also clause 25); and

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(iii) we are entitled to take enforcement action, including by enforcing this Security Agreement, under any agreement (including a Finance Document) relating to any part of the Amount You Owe Us (that agreement may contain promises about how we may take enforcement action),

then we may take any or all of the Enforcement Actions listed below (acting reasonably) in addition to anything else the law or this Security Agreement allows us to do:

(iv) declare the Amount You Owe Us is immediately due and payable by you;

(v) recover the Amount You Owe Us including by suing for its recovery;

(vi) appoint a Receiver under this Security Agreement;

(vii) whether or not a Receiver is appointed, do anything that a Receiver, whose appointment was unrestricted, could do under clause 18.1(e);

(viii) appoint an agent to act on our behalf in the exercise of any rights; or

(ix) take possession of the Collateral.

(b) Where the law permits, we may give you a shorter notice period or no notice period before we take any Enforcement Action, whether or not an Amount You Owe Us is due and payable:

(i) despite any provision contained in this Security Agreement or another Finance Document, if it is reasonable for us to act to manage a material and immediate risk relating to the nature of the Default, your particular circumstances or the value of the Collateral held by us; or

(ii) unless the terms of the Finance Document relating to the Amount You Owe Us do not allow, if you are or become Insolvent.

(c) In exercising any powers under this clause 17, we may withdraw from possession of Collateral or its proceeds after entry or appointment, re-enter and withdraw as often as we consider expedient.

17.3 We may set off

At any time while a Default subsists, we may, without any demand or notice, set off and apply any money we owe to you (whatever the currency) against any money owing by you to us under any Finance Document, whether or not the amount owed by us or you is immediately payable or is owed alone or with any other person. You irrevocably authorise us to do anything necessary (including to sign any document and effect appropriate currency exchanges) for that purpose.

17.4 Investigating Experts

We may, at any time while we reasonably believe that you are or may be in Default or that circumstances exist which could lead to you being in Default, appoint accountants, insolvency practitioners or other experts ("Investigating Experts") to investigate and report on the affairs and financial position of each Obligor and on the Collateral. You:

(a) authorise, and agree to give all reasonable assistance to, the Investigating Experts to undertake the investigation, and must pay the Investigating Experts' costs when we ask; and

(b) authorise the disclosure to us and our advisers of all information and documentation in connection with the investigation.

18. THINGS THAT WE AND RECEIVERS MAY DO

18.1 Things you should know about Receivers

(a) In addition to our powers under clause 17.2, we may appoint a Receiver if you request us to do so.

(b) In exercising our power to appoint a Receiver we may:

(i) appoint a Receiver to all or any part of the Collateral or its proceeds;

(ii) set a Receiver's remuneration at any figure we reasonably determine as appropriate;

(iii) agree to indemnify the Receiver against liabilities incurred as. Receiver;

(iv) remove a Receiver at any time, in our absolute discretion;

(v) appoint a new or additional Receiver as often as we consider expedient; and

(vi) advance amounts to a Receiver, on reasonable commercial terms, for the Receiver to pay its remuneration, costs, liabilities and otherwise for the purposes of the receivership, including in relation to the conduct of claims against a Receiver or you.

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(c) If we appointmore than one Receiver, they may act independently unless we specify that they must act together.

(d) The Receiver is your agent unless we notify you that the Receiver is to act as our agent. You are solely responsible for anything done, or not done, by a Receiver and for the Receiver's remuneration and costs. However we may pay the Receiver's remuneration and costs on your behalf and the amount paid, will be owed by you to us and be part of the Amount You Owe Us.

(e) Unless the terms of appointment restrict a Receiver's powers, the Receiver may do anything the law allows an owner or a Receiver of the Collateral to do, including:

(i) improving the Collateral; and

(ii) selling or leasing the Collateral or any fixtures on it.

18.2 Disposal of the Collateral by us or Receiver

You agree that if we or a Receiver sell or otherwise deal with any Collateral or receive proceeds or income from Collateral in a manner that is authorised or permitted:

(a) you will not challenge any rights granted to a person (including on the ground that we or the Receiver were not entitled to deal with the  Collateral or that you  did  not receive notice of  the  intended dealing);

(b) the person who acquires rights in the Collateral need not check whether we or the Receiver could deal with the Collateral or did so properly;

(c) you release and discharge any person who acquires  rights to the Collateral, their employees and agents in respect of every claim, action and demand which, but for this clause 18.2, you or any other party might have had against them; and

(d) we or a Receiver can give a valid receipt and any person who acquires rights to the  Collateral or makes a payment to us or a Receiver can rely on that receipt.••

18.3 Third parties need not enquire

A person dealing with us, a Receiver or an Attorney is protected from any impropriety or irregularity of that dealing, and need not enquire whether:

(a) any of them has been properly appointed or has executed or registered an instrument or exercised a right properly or with authority; or

(b) any Amount You Owe Us has become due, a Finance Document is enforceable or a default (however described) has occurred under a Finance Document.

19. HOW WE CAN EXERCISE OUR RIGHTS

19.1 How we exercise our rights

We can exercise any rights we have under this Security Agreement or in relation to the Collateral in any reasonable way to make sure we recover the Amount You Owe Us. We can exercise a right even where we have a conflict of interest or personal interest.

19.2 Rights not exercised as a mortgagee in possession

To the extent permitted by law, we, a Receiver and any Attorney will:

(a) not be, nor account or be liable as, mortgc1gee in possession due to the exercise of a right; or

(b) not be liable to anyone for any Loss or costs incurred in relation to an exercise or attempted exercise of a right, or a failure or delay in exercising a right - or because of the way we decide to exercise a right - except to the extent any Loss or costs incurred by you was contributed to by the fraud, negligence or misconduct of us, a Receiver or any Attorney (or of our Authorised Representatives, employees, contractors or agents).

19.3. What happens if we need to refund a payment received

An External Administrator may be entitled under law to ask us to refund a payment we have received in connection with this Security Agreement. If that happens, then we will treat that payment as not having been made to us, and we will be entitled as against you as if that payment was never made. If this happens, you must also do anything we reasonably ask to restore any Security Interest we held or rights we had against you.

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This applies even if this Security Agreement has been terminated or there has been a full or partial release of any Finance Document.

20. COMMUNICATIONS

20.1 How we will communicate

(a) Notices, statements, certificates and other communications from us can be:

(i) given to you personally;

(ii) left at or posted to your address last nominated by you;

(iii) sent by facsimile to your fax number last nominated by you;

(iv) given to you by notifying you through an electronic service provided by us that information is available electronically;

(v) published in the press or at nab.com.au; or

(vi) given to you electronically by:

(A) short message service (SMS) to your mobile telephone number or email; or

(B) notifying you by short message service {SMS), or by email, of information on our website.

We will use your last nominated mobile number or email address for that notice. You may change your nominated email address or mobile number, by giving us notice or calling us on 13 10 12. On request, we will provide you with paper copies of any notices or communications sent to you (seven years from the time the information is given). You must check your email and mobile phone regularly.

(b) If we send a document or communication to you by ordinary post, you are taken to have received it 7 Business Days after it was posted.

(c) If we send you a document or communication by facsimile, you're taken to have received it at the time and date shown on the delivery receipt.

(d) If we send you a document or communication by another form of electronic communication (such as SMS or electronic mail), you're taken to have received it when it enters your information system as recipient.

(e) If a document or communication is published in the press or on the internet, you're taken to have received it when it's first published.

20.2 Communications from you

Written communications from you must be signed (including electronically) by you (or by a director or your Authorised Representative).

20.3 Authorised Representatives

You irrevocably authorise us to rely on a certificate by any person purporting to be your director or company secretary as to the identity and signatures of your Authorised Representatives, and to rely on any notice or other document contemplated by any Finance Document which bears the purported signature (whether given by facsimile or otherwise) of your Authorised Representative. You promise that those persons are authorised to give notices and communications under or in connection with the Finance Documents.

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21. CHANGES TO FINANCE DOCUMENTS

21.1 Changes to this Security Agreement must be agreed

This Security Agreement can't be changed unless you and we agree to the change in writing.

21.2 We may vary, extend, renew or replace Finance Documents

You acknowledge that the Finance Documents may be varied, extended, renewed or replaced from time to time. You confirm that the Amount You Owe Us includes any amount payable under any Finance Document which is relevant to the Amount You Owe Us as varied, extended, renewed or replaced. You confirm that this applies regardless of:

(a) how a Finance Document is varied, extended, renewed or replaced;

(b) the reasons for the variation, extension, renewal or replacement; and

(c) whether the Amount You Owe Us decreases or increases or a Finance Document is otherwise more onerous as a result of the variation, extension, renewal or replacement

22. ASSISTING US TO GET THE BENEFIT OF THIS SECURITY AGREEMENT

22.1 You agree to take reasonable steps we ask you to take

We might need your help to ensure that this Security Agreement is correctly completed, that you are bound by it, and that you're complying with this Security Agreement. You agree:

(a) to do anything we ask which we regard as reasonable and necessary to protect our rights under this Security Agreement - or to protect its value to us; and

(b) that we may fill in any blanks, or complete, this Security Agreement or any document relating to this Security Agreement (including transfers for any Collateral), provided it is reasonable to do so.

22.2 Things you must not do in actions or proceedings by us

(a) Subject to 22.2(b), in any action or proceeding by us against you to enforce payment of the whole or any part of the Amount You Owe Us, to enforce any covenant, agreement, obligation or liability on your part under this Security Agreement you agree that you will not:

(i) raise or plead any set-off (whether at law or in equity);

(ii) bring any counterclaim or cross-proceeding; or

(iii) otherwise seek to litigate in the same proceedings any claim, cause of action, or cross-demand against us, to the extent that your claims do not directly relate to the Amount You Owe Us or this Security Agreement.

(b) Nothing in this clause 22.2 must be construed as in any way affecting or prejudicing your right to:

(i) institute separate proceedings against us in any court of competent jurisdiction; or

(ii) pursue any other right, relief or remedy which may not lawfully be excluded by agreement.

22.3 Power of attorney

(a) You irrevocably appoint us, each of our Authorised Representatives, and each Receiver appointed under this Security Agreement, and any other person we authorise, as your Attorney while you remain liable to pay any Amount You Owe Us. Each Attorney may act independently or together. An Attorney need not obtain your consent or give you any notice before exercising a power.

Examples of when this power of attorney will be exercised include:

(i) when you fail to maintain Insurance as required under clause 16 and we act as your attorney to ensure that Insurance is maintained;

(ii) we need to take action to protect our interest in the Collateral; or

(iii) we enforce our rights under this Security Agreement and there is a sale or disposal of any Collateral by us or a Receiver.

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(b)An Attorney appointed under clause 22-3(a) may:

(i) do anything which you can lawfully authorise an Attorney to do in connection with this Security Agreement or the Collateral or which the Attorney believes is expedient to give effect to any of our rights or a Receiver's rights (these things may be done in your or the  Attorney's name and they include signing and delivering deeds, selling, transferring or leasing any Collateral, issuing receipts, starting, conducting and defending legal proceedings, exercising voting  rights attached to any Collateral, and dealing with a Licence);

(ii) delegate their powers (including this power) and revoke a delegation; and

(iii) exercise their powers even if this involves a conflict of duty or they have a personal interest in doing so.

If we ask, you must formally approve anything an Attorney does under clause 22-3.

(c) You acknowledge that any person dealing with any Attorney or a person purporting to be an Attorney under this power of attorney is entitled, without further enquiries, to rely on execution of any document by that person as conclusive evidence that the person holds the  office set  out  in this power of attorney, the power of attorney has come into effect; the power of attorney has not purported to be revoked and the right or power being exercised is properly exercised and that the circumstances have arisen to authorise the exercise of that right and power.

23. RESPECTING EACH OTHER'S INFORMATION - CONFIDENTIALITY

(a) Subject to clauses 23{b) and 23(c), we and you agree to keep this Security Agreement and any information provided to each other confidential.

(b) We and you will only disclose that information:

(i) to our respective officers, employees, legal and other advisers and auditors;

(ii) to an External Administrator;

(iii) to third parties with the consent of the other party (such consent not to be unreasonably withheld);

(iv) if required by the rules of any relevant financial market or if allowed or required by law; or

(v) if there is a regulatory event, such as changes in law or prudential standards, policies or requirements applying to us as a bank, or by the actions of a Government Authority.

(c) We may also disclose that information:

(i) if we are assigning or otherwise dealing with our interest under this Security Agreement or proposing to do so;

(ii) to register or maintain this Security Agreement and our interests under it;

(iii) to enforce our rights under this Security Agreement; or

(iv) to any person who provides a Security Interest or Guarantee to us (or to a person we believe may do so), but on the same confidential basis set out above. This includes any other Grantor named in this Security Agreement.

24. STATUTORY RIGHTS AND NOTICES

The PPSA is Commonwealth legislation that deals with Security Interests over certain types of property. The PPSA and other laws contain provisions relating to, for example, the giving of notices and enforcement action and allowing certain people to access documents and information relating to Security  Interests subject to the PPSA.

This clause and clause 25 amend, to the extent the law permits, some elements of the PPSA and other laws to assist us take the benefit of this Security Agreement to the maximum extent possible and minimise the notices we are obliged to give and the time frames in which we can exercise our rights.

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24.1 Exclusion of PPSA provisions

To the extent the law permits:

(a) for the purposes of sections 115(1). and 115(7) of the PPSA:

(i)we need not comply with sections 95, 118, 12;1.(4), 125, 130, 132(3)(d), and 132(4); and

(ii)sections 142 and 143 are excluded;

(b) for the purposes of section 115(7) of the PPSA, we need not comply with sections 132 and 137(3); and

(c) you agree not to exercise your rights to make any request of us under section 275 of the PPSA, to authorise the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non-disclosure under that section.

25. NOTICES

25.1 We do not need to give you some notices unless mandatory

Neither we nor any Receiver need your consent or to give you a notice or demand or allow time to elapse before taking Enforcement Action, except where:

(a) a law requires that we must give you prior notice and we cannot exclude the giving of that notice or the elapse of the notice period; or

(b) the terms of a Finance Documentrequire us to give notice before we will enforce this Security Agreement.

However, nothing in this clause prohibits us or a Receiver from giving a notice under a Finance Document or any law.

25.2 Concurrent notices

Where we are required to give you more than one notice then we may give you those notices at the same time and we may combine the notices in the same document (unless the law does hot permit us to do so).

25.3 Timing of notices

If, despite clause 25.1, we are required to give you a notice but the law provides that a period of time or lapse of time must be stipulated or fixed by this Security Agreement then the time stipulated or fixed by this Security Agreement shall be the greatest of:

(a) any time that we have agreed to give in a Finance Document for the giving of notice;

(b) the minimum period required by law; and

(c) one day.

26. SOME OTHER GENERAL TERMS THATAPPLY

26.1 Inconsistent laws

We've tried to make this Security Agreement fair and reasonable. However, if any law applies to make part of this Security Agreement in operative then the intention is for it to be interpreted in a way which preserves as much of this Security Agreement and its operative effect as the law allows.

26.2 Legislation

In this Security Agreement, a reference to any legislation includes regulations and other instruments under it and any variation or replacement of any of them.

26.3 Applicable law

This Security Agreement is governed by the laws of the place shown in your address in the Details (and if there is more than one Grantor, the laws of the place shown in the address for the first Grantor in the Details). You agree to any court dispute being conducted in the courts of that place. To the extent the law permits, the law of the Commonwealth as it applies in that jurisdiction governs each Security Interest created under this Security Agreement.

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26.4 Each Grantor may sign a separate copy of this Security Agreement

If there is more than one Grantor, then each Grantor may sign a separate copy of this Security Agreement and all copies together will constitute one document.

26.5 Deed

This Security Agreement operates as a deed.

26.6 Each signatory bound

This Security Agreement binds you if you sign it even if:

(a) another person who was intended to sign doesn't sign it or isn't bound by it; or

(b) this Security Agreement is not enforceable against another person named as a Grantor for any reason.

26.7 Indemnities and reimbursement obligations continue

Any indemnity or reimbursement obligation under this Security Agreement is a continuing obligation, independent of your other obligations under this Security Agreement and continues after the Collateral is released or this Security Agreement ends. We need not have incurred an expense or made a payment before enforcing a payment, reimbursement obligation or indemnity.

26.8 Independent rights

Our rights under this Security Agreement are in addition to any other rights we have by law independent of this Security Agreement.

26.9 Service of process

We may serve any document on you in a court action by delivering it to, or leaving it at, your last known address or such other address as you and we agree at any time. This clause does not prevent any other method of service.

27. MEANINGS OF SOME WORDS USED IN THIS SECURITY AGREEMENT

27.1 Defined terms

Amount You Owe Us means all money you owe us (which may be more than the Money Owed By The Customer). This includes:

(a) the Money Owed By The Customer;

(b) money and amounts under or in connection with a Finance Document;

(c) money and amounts in the nature of principal, interest, fees, costs, charges, expenses, duties, indemnities, Guarantee obligations or damages, including:

(i) any money you owe us under an indemnity you provide us;

(ii) any Costs you must pay;

(iii) the interest on the Amount You Owe Us;

(iv) amounts advanced to a Receiver under clause 18.1(b)(vi); and

(v) any amounts you must pay if you breach an obligation you owe us (other than an obligation to pay money) under this Security Agreement;

(d) money and amounts whether arising or contemplated before or after the date of this Security Agreement or as a result of the assignment (with or without your or an Obligor's consent) of any debt, liability or Finance Document; and

(e) money and amounts which a person would be liable to pay but for becoming Insolvent.

Attorney means each attorney appointed by you under clause 22.3(a).

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Authorised Representative means a director or company secretary, or:

(a) in respect of you, a person you notify to us (with a certified copy of that person's specimen signature) as being your authorised representative for the purposes of the Finance Documents where we have no notice of revocation of that authority; and

(b) in respect of us, any of our officers (as that expression is defined in the Corporations Act), any person whose title or acting title includes the word "Associate", "Director", "Head", "Executive", "Manager", "Vice President", "Chief", "Counsel", "Legal" or any cognate expression or who is authorised to act under any of our general powers of attorney and any lawyer acting on our behalf, or a person notified to you as being our authorised representative for the purposes of the Finance Documents.

Business Day means a day from Monday to Friday on which we are open for business in at least one of our branch locations in Australia.

Collateral means all of your present and future property of any kind. It includes:

(a) anything in respect of which you have at any time a sufficient right, interest or power to grant a Security Interest;

(b) where you act as a trustee of a Trust, the Trust Property of that Trust; and

(c) where you are a partner in a Partnership, all the present and future property of any kind of the Partnership. It includes anything in respect of which the Partnership has at any time a sufficient right, interest or power to grant a Security Interest and each partner's interest in the Partnership.

Contaminant means anything (including a liquid, solid, gas, odour, temperature, sound, vibration or radiation) that makes or could make the Collateral or Environment a health risk for human or animal.

Control Event means:

(a) in respect of any of your Collateral that is, or would have been, a Revolving Asset:

(i) you breach, or attempt to breach clause 6.1 in respect of the Collateral or take any step which would result in you doing so; or

(ii) a person takes a step (including signing a notice or direction) which may result in Taxes, or an amount owing to an authority, ranking ahead of the security interest in the Collateral under this Security Agreement; or

(iii) distress is levied or a judgment, order or Security Interest is enforced or a creditor takes any step to levy distress or enforce a judgment, order or Security Interest, in relation to the Collateral; or

(iv) we give a notice to you that the Collateral is not a Revolving Asset. (However, we may only give a notice if we reasonably consider that it is necessary to do so to protect our rights under this Security Agreement or if a Default is subsisting); or

(b) in respect of all of your Collateral that is or would have been a Revolving Asset:

(i) a voluntary administrator, liquidator or provisional liquidator is appointed in respect of you or your winding up begins; or

(ii) a Receiver or controller is appointed to my of your property; or

(iii) something having a substantially similar effect to paragraph (i) or (ii} happens under any law.

Corporations Act means the Corporations Act 2001 (Cth).

Costs means our costs, charges, fees, expenses and other outgoings, including those that are contingent or prospective. This includes any costs incurred where we appoint agents, advisers, lawyers or professional consultants and the reasonable expenses incurred by our staff and for the  use of  our operations,  premises and resources.

Customer means any person whose obligations you are securing under this Security Agreement. Where more than one person, 'Customer' means each of them separately and two or more of them jointly.

Default means an event or circumstance specified in clause 17.1.

Details means the Details set out at the beginning of this Security Agreement.

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Enforcement Action has the meaning in clause 17.2.

Environment means all aspects of the physical surroundings, including land, air, water, atmosphere, climate and organisms.

Environmental Law means a standard set by a Government Authority or law concerning any aspect of health, safety, heritage, planning or the use, protection, conservation or contamination of the Environment.

Environmental Liability means any obligation imposed on, or Loss of, you, us (or any of our officers), a Receiver or any occupier of any Real Property:

(a) under an Environmental Law or in connection with a Government Authority declaration, order, notice or action under an Environmental Law; or

(b) in connection with an agreement, deed or instrument binding on you with a Government  Authority or an owner or occupier of land; or

(c) in connection with the remediation, investigation or third party claims,

relating to activities or the presence of any Contaminant affecting the Real Property at any time.

External Administrator means a Receiver, administrator, liquidator, provisional liquidator, controller or bankruptcy trustee.

Finance Document means an arrangement (including a request, bill of exchange, agreement, Guarantee, or a Security Interest) under which an Obligor has or could in the future have obligations to us or any of our Related Entities.

GAAP means accounting standards, principles and practices applying by law or otherwise which are generally accepted and consistently applied in Australia.

Government Authority means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, registry, department, commission, authority, tribunal, agency or entity.

GST means goods and services tax as imposed under the A New Tax System (Goods and Services Tax) Act

1999 (Cth).

Guarantee means a guarantee, indemnity, letter of credit, legally binding letter of comfort or other obligation of any kind:

(a) to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;

(b) to indemnify any person against the consequences of default in the payment of; or

(c) to be responsible for,

an obligation or monetary liability of another person or the assumption of any responsibility or obligation in respect of the solvency or financial condition of another person.

Guarantor means:

(a) each person who provides a Guarantee to us of any part of the Amount You Owe Us; and

(b) each person you and we agree is to be a 'Guarantor' for the purpose of this Security Agreement.

A person is Insolvent if:

(a) they are (or state they are) insolvent or an insolvent under administration (each as defined in the Corporations Act);

(b) they have an External Administrator appointed to them or any of their assets, are in liquidation, in provisional liquidation, under administration or being wound up;

(c) execution, distress, or any other process of a court or Government Authority is attempted or imposed regarding any of their undertaking, property or assets;

(d) a compromise, arrangement, assignment, moratorium or composition is proposed with, or becomes effective in relation to, their creditors or any class of their creditors (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by us);

Page 26

(e) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal  put forward, or any other action taken, in each case in connection with them, which is preparatory to or could result in any of the things referred to above;

(f) they are taken (under section 459F of the Corporations Act) to have failed to comply with a statutory demand;

(g) they are the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act;

(h) they are a natural person who commits an act of bankruptcy within the meaning of the Bankruptcy Act 1966 (Cth);

(i) they are otherwise unable to pay their debts when they fall due; or

(j) something having a substantially similar effect to any of the things referred to above happens in connection with them under any law.

Insurance Policy means each policy relating to the insurance required to be obtained or maintained by you or another Granter under a Finance Document.

Investigating Experts has the meaning in clause 17.4.

Lease means an agreement or arrangement under which any thing is or may be  used, operated  or managed by a person other than the owner, including a lease, charter, hire purchase or hiring arrangement.

Licence means any approval, right, licence, permit, registration, allocation, quota or authorisation (including to sell liquor, to discharge hazardous waste, to draw water and other rights in connection with the use or supply of water under any law or to develop and use any property) whether attached to or separate from or carried out on or in connection with any property and includes a licence as defined in the PPSA.

Loss means a loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation, fine or outgoing suffered, paid or incurred.

Money Owed By The Customer means all money the Customer (either alone or together with another person) owes us, or may owe us in the future for any reason. This may include principal, amounts in the nature of principal, interest, Costs, Taxes and any economic loss.

Obligor means:

(a) you;

(b) the Customer (if not you); and

(c) each Guarantor.

Partnership means, if applicable, the partnership described in the Details.

Permitted Security Interest means:

(a) a Security Interest that we have consented to in writing; or

(b) a Security Interest arising under:

(i) a commercial consignment of goods under which you are the consignee;

(ii) a bailment, hiring arrangement or lease under which you are the  bailee, hirer or lessee, that does not secure payment or performance of an obligation, but which is a PPS lease; or

(iii) retention of title terms in a contract for the supply of goods to you, entered into by you in the ordinary course of your business (as conducted on the date of this Security Agreement).

PPSA means the Personal Property Securities Act 2009 (Cth).

PPS Register means the register of security interests in personal property established under the PPSA.

Real Property means, in relation to you, all of your present and future estates and interests in freehold and leasehold land and in all buildings, structures and fixtures from time to time on that land.

Receiver includes receiver, or receiver and manager as defined in the Corporations Act.

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Registered Scheme means a registered scheme as defined in the Corporations Act.

Related Entity has the meaning given to it in the Corporations Act.

Revolving Asset means any of your Collateral:

(a) which is:

(i) inventory (within the ordinary meaning of that term);

(ii) a negotiable instrument (within the ordinary meaning of that term); or

(iii) money (including money withdrawn or transferred to a third party from one  of your accounts with a bank or other financial institution); and

(b) in relation to which no Control Event has occurred, subject to clause 6.4.

Security Interest means the document or act that creates a security for the payment of money or performanceof an obligation. This includes a 'security interest' as defined in the PPSA. It also1ncludes any general security, specific security, mortgage, bill of sale, charge (whether fixed or floating), lien, pledge, hypothecation, encumbrance, title retention, right of set-off, assignment of income, garnishee order or monetary claim and flawed deposit arrangement.

Serial Numbered Property means personal property that may or must be described by serial number in a financing statement under the PPSA.

Subsidiary has the meaning given to it in the Corporations Act, but as if a body corporate includes any entity. It also includes any entity required by GAAP to be included in the consolidated annual financial report of an entity or which would be required if that entity were a corporation. A trust or Registered Scheme may be a Subsidiary (and a unit or other beneficial interest in the trust or Registered Scheme is to be treated as a share accordingly) and an entity is to be treated as a Subsidiary of a trust or Registered Scheme as if that trust or Registered Scheme were a corporation.

Tax means any tax, levy, duty, rate, impost, charge, deduction or withholding (and any related penalty, fine, fee or interest) imposed, levied or assessed by a Government Authority. It includes stamp duty, GST and any transaction taxes and duties.

Title Documents means each certificate, confirmation, grant, assurance, conveyance, deed and other document of title or evidencing title to, or rights to acquire, possess, use or dispose of, any Collateral.

Trust means, in respect of you, each trust or managed investment scheme specified in this Security Agreement of which you are the trustee or responsible entity.

Trust Property means, in respect of a Trust, your present and future property of any kind which is the subject of that Trust. It includes anything in respect of which you as trustee of the Trust have at any time a sufficient right, interest or power to grant a Security Interest, such as under your rights of indemnity from the property, assets and beneficiaries of the Trust and any equitable lien and other Security Interest you hold in respect of your administration of the Trust and those rights of indemnity.

27.2 PPSA terms incorporated

In this Security Agreement, unless the context requires otherwise, the following words and expressions have the same meanings given to them in the PPSA:accession, advance, after-acquired property, attach, chattel paper, commercial consignment, control, document of title, future advance, goods, inventory, intermediated security, investment instrument, land, negotiable instrument, perfected, personal property, purchase money security interest, PPS lease, proceeds, serial number and verification statement.

27.3 Interpretation

In this Security Agreement:

(a) headings are for reference only and do not affect interpretation;

(b) the singular includes the plural and vice versa, a gender includes other genders and different grammatical forms of defined expressions have corresponding meanings;

(c) unless stated otherwise, anything required to be done on or by a day which is not a Business Day, must be done on or by the next Business Day;

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(d) examples and use of the word 'including' and similar expressions do not limit what else may be included;

(e) a document or agreement includes that document or agreement as novated, altered, amended, supplemented or replaced from time to time;

(f) any thing includes any part of it and a reference to a group of things or persons includes each thing or person in that group;

(g) a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

(h) to 'grant a security interest' includes to charge, mortgage, pledge, encumber, assign by way of security and transfer by way of security; and

(i) 'property' or an 'asset' includes any real or personal, present or future, tangible or intangible property or asset and any right, interest, revenue or benefit in, under or derived from the property or asset.

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SIGNING PAGE/S

Executed as a Deed personally and also as trustee of any trust described in the Details.

S&W Holdings Australia Pty Ltd CAN 162 715 326

Name of Company (BLOCK LETTERS)

executed by the Company named above in accordance with Section 127 of the Corporations Act 2001 (Cth)

Signature	Signature
Full name (BLOCK LETTERS)	Full name (BLOCK LETTERS)
Director / Company Secretary* Delete whichever is not applicable	Director
Office Held	Office Held
Date	Date

^* Please tick here if you are signing as Sole Director and Sole Company Secretary

Letter of Instruction - Loan Drawdown (Including Settlement Instructions - Receiving Documents)     National Australia Bank Limited ABN 12 004 044 937        

To

National Australia Bank Limited ABN 12 004 044 937

AFSL and Australian Credit Licence 230686

Customer name(s)

I S&W Seed Company Australia Pty Ltd ACN 061 114 814
I/We hereby authorise and request you to attend to the drawdown on my/our loan (and settlement, if required) on my/our behalf and debit my/our account(s) with you in terms of the following instructions. Amount$ 38,605,831.00 (plus or minus adjustments) together with any additional moneys payable by me/us.
	Pay/Deposit to:

Vendor/Solicitor/Other bank etc. (detail)	$
(or as he/she/they may direct you)	$
Fees and charges as per loan contract(s)	$6,772.50
1n surance/s as per loan contract(s)	$

My/our account and attend to the account(s) as per the following instructions (if applicable):

	Payout	Cancel		• Other
	and close Deposit limit (retain       Reduce			instructions
Loan/Deposit account number(s)	account	only	account)    Limit to	(see below)

1.	☐	☐	☐	$                                      ☐	$
2.	☐	☐	☐	$                                      ☐	$
3.	☐	☐	☐	$                                      ☐	$
Please deposit any surplus funds to account number				Total to be disbursed	$

*Other instructions

By withdrawing from my/our accounts as follows:
Account name(s)	Account number(s)	Loan account	Deposit account
S&W Seed Company Australia Pty Ltd CAN 061 114 814		☐	☐	$105,831.00
S&W Seed Company Australia Pty Ltd CAN 061 114 814		☐	☐	$ 32,000,000.00
S&W Seed Company Australia Pty Ltd ACN		☐	☐	$ 4,500,000.00
061 114 814	73-333-4200	☐	☐	$ 2,000,000.00
S&W Seed Company Australia Pty Ltd CAN 061 114 814	85-772-6783	☐	☐	$
	Total to be withdrawn			$

IMPORTANT: READ THIS BEFORE INSERTING SHORTFALL ACCOUNT DETAILS

By inserting shortfall account details into the following section, I/we authorise NAB to place a hold on the shortfall amount (if any) in the Shortfall Account up to 2 business days prior to the scheduled settlement day. This means that for the hold period, ONLY the available funds exceeding the shortfall amount can be drawn on the Shortfall Account.

I/we acknowledge that we should not insert Shortfall Account details below if I/we do not wish to use a NAB account for the shortfall funds and/or do not agree to NAB placing a hold on any shortfall amount.

If I/we do not use a Shortfall Account, I/we acknowledge that I/we must make other arrangements to ensure any shortfall amount is available on the scheduled settlement day. Failure to do so may result in delays to settlement and/ or other financial and non-financial costs and/ or penalties.

In addition to the above total please withdraw any shortfall from (Shortfall Account) :

In exchange for documents (applicable for settlements only)

Brief description of all applicable documents and any other documents necessary to permit registration of the security in my/our name(s) (including

address of security).

New contact details (if applicable)
Address
		State	Postcode
Telephone number	Date applicable from
	---I---I      or	☐  Applicable from settlement date

Note: National Australia Bank Limited does not undertake any check of the completeness of the title to the land or any deeds or documents.

Authorisation

When applicable please lodge the necessary loan and other documents for registration, pay all usual stamp duties, fees, and other disbursements to enable such registration(s) to be effected, and debit my/our account(s) therewith and with your customary charge for services in such cases.

			Date
Customer Signature(s)			29/11/2021

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this  “Agreement”) is entered into as of November 13, 2021 (the “Effective Date”) by and between S&W Seed Company, a Nevada corporation (the “Company”) and Betsy Horton (“Executive”). Together, Executive and the Company are sometimes referred to as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 9 below.

WHEREAS, the Company desires to employ Executive to provide services to the Company, and Executive desires to accept such employment and provide services to the Company in exchange for certain compensation and benefits, as set forth in this Agreement;

NOW THEREFORE, in consideration of the material advantages accruing to the two Parties and the mutual covenants contained herein, and intending to be legally and ethically bound hereby, the Company and Executive:

1.Duties and Scope of Employment.

(a)Positions and Duties. Executive’s employment with the Company shall begin on November 15, 2021 (the “Start Date”). Executive will serve, at the pleasure of the Company’s Board of Directors (the “Board”), as Chief Financial Officer of the Company and shall report to the Company’s Chief Executive Officer or such other senior Company officer as may be designated by the Board. In the capacity of Chief Financial Officer, Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company, as adopted or modified from time to time in the Company’s discretion, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

(b)Location. Executive’s primary work location shall be in Longmont, Colorado; provided, however, that the Company reserves the right to reasonably require Executive to perform Executive’s duties at places other than Executive’s primary work location from time to time, and to require reasonable business travel.

(c)Obligations. During the Employment Term, Executive will devote Executive’s full business efforts and time to the Company and will use good faith efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Chief Executive Officer or Board; provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization and serve on the board(s) set forth on Schedule A attached hereto, provided such services do not materially interfere with Executive’s obligations to the Company. After the date of this Agreement, Executive shall seek the approval of the Company’s Compensation Committee before accepting or seeking any further positions. Executive shall also do the same with any outside paid employment/consulting positions. Executive represents that Executive is not subject to any non-

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competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict in any way, Executive from fully performing Executive’s services hereunder during Executive’s employment with the Company.

2.At-Will Employment. Executive and the Company agree that Executive’s employment with the Company constitutes “at-will” employment. Executive and the Company acknowledge that this employment relationship may be terminated at any time, with or without Cause (as defined below) or advance notice.

3.Term of Agreement. This Agreement is effective as of the Effective Date and shall continue until terminated in accordance with Sections 6 and 7 below. The period Executive is employed by the Company under this Agreement is referred to herein as the “Employment Term.”

4.Compensation.

(a)Base Salary. The Company will pay Executive an annual salary of $400,000 as compensation for Executive’s services (such annual salary, as is then effective, to be referred to herein as “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings. Executive’s Base Salary will be subject to review by the Compensation Committee of the Board, or any successor thereto (the “Compensation Committee”) not less than annually, and increases will be made in the discretion of the Compensation Committee. Subsequent changes in Executive’s Base Salary shall not require an amendment to this Agreement, provided that the change is documented in a resolution duly adopted by the Compensation Committee.

(b)Target Cash Bonus. Executive is eligible to earn a target cash bonus of 50% of Executive’s Base Salary (the “Target Cash Bonus”) for each fiscal year; provided, however, that any Target Cash Bonus actually paid to Executive shall not exceed 75% of Executive’s Base Salary, except as provided in Section 7(b) below. The exact amount of the Target Cash Bonus shall be determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole and absolute discretion based on achievement of personal and Company target goals that are mutually agreed upon by the Compensation Committee and Executive each fiscal year. The amount of any Target Cash Bonus and the target goals will be subject to review annually, and such changes shall not require an amendment to this Agreement; provided, however, that any such changes are documented in a resolution duly adopted by the Compensation Committee. The Target Cash Bonus, if any, will accrue and be paid on such date as determined by the Board or Compensation Committee (typically by the end of October each calendar year), subject to Executive’s continued service through such date.

(c)Target RSU Bonus. Executive is eligible to earn a restricted stock unit award (the “RSU Bonus”) with a target cash value of $80,000 for each fiscal year (such target amount, the “Target RSU Bonus”); provided, however, that the maximum cash value of any such RSU Bonus shall not exceed $160,000, except as provided in Section 7(b) below. The exact amount of the RSU Bonus shall be determined by the Compensation Committee in its sole and absolute discretion based on achievement of personal and Company target goals that are mutually agreed upon by the Compensation Committee and Executive each fiscal year. The amount of any RSU Bonus and the target goals will be subject to review annually, and such changes shall not require an amendment

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to this Agreement; provided, however, that any such changes are documented in a resolution duly adopted by the Compensation Committee. The RSU Bonus, if any, will accrue and be paid on such date as determined by the Board or Compensation Committee, subject to Executive’s continued service through such date. The RSU Bonus will be governed by and subject to the terms and conditions set forth in the Company’s 2019 Equity Incentive Plan (“Plan”) and related restricted stock unit agreement, which Executive will be required to execute. Except as otherwise expressly provided in this Agreement, the shares subject to the RSU Bonus shall vest quarterly over a three-year period, subject to Executive’s Continuous Service (as defined in the Plan) as of each such vesting date.

(d)Target Stock Option Bonus. In the discretion of the Compensation Committee, Executive is eligible to earn a stock option award (the “Stock Option Bonus”) with a target cash value (based on the Black-Scholes valuation model and related assumptions used by the Company for financial accounting purposes) of $200,000 for each fiscal year (such target amount, the “Target  Stock Option Bonus”); provided, however, that the maximum cash value of any such Stock Option Bonus shall not exceed $250,000, except as provided in Section 7(b) below. The exact amount of the Stock Option Bonus shall be determined by the Compensation Committee in its sole and absolute discretion. The Stock Option Bonus, if any, will be paid on such date as determined by the Board or Compensation Committee, subject to Executive’s continued service through such date. The Stock Option Bonus will be governed by and subject to the terms and conditions set forth in the Plan and related form of stock option agreement, which Executive will be required to execute. Except as otherwise expressly provided in this Agreement, the shares subject to the Stock Option Bonus shall vest quarterly over a three-year period, subject to Executive’s Continuous Service (as defined in the Plan) as of each such vesting date.

(e)Other Equity Incentive Compensation. Executive shall be eligible to participate in the Company’s equity incentive plans, as in effect from time to time, and shall be considered for grants and awards at such times and in such amounts as shall be deemed appropriate by the Compensation Committee, in its sole discretion.

(f)Employment Taxes. All of Executive’s compensation and payments under this Agreement shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

(g)Stock Ownership Guidelines. Executive shall be subject to, and shall comply with, the Company’s stock ownership guidelines, including compliance with its Insider Trading Policy, including the Addendum thereto, and with Section 16 of the Securities Exchange Act of 1934, as amended.

(h)Signing Bonus. Subject to approval of the Compensation Committee, upon the commencement of Executive’s employment with the Company, Executive will receive a one-time signing bonus (the “Signing Bonus”), comprised of (i) a cash bonus in the amount of $50,000, (ii) a fully vested stock unit award portion with a value of $25,000, and (iii) a fully vested stock option award portion with a value of $25,000 (based on the Black-Scholes valuation model and related assumptions used by the Company for financial accounting purposes). The cash portion of the Signing Bonus will be paid to you as an advance in a single lump sum in accordance with the Company’s standard payroll processes on January 7, 2022, and the restricted stock unit and stock

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option awards will be granted to you promptly after your Start Date. The Signing Bonus is provided to you prior to your earning of such Signing Bonus. You will not earn the Signing Bonus unless you remain actively and continuously employed with the Company through the first anniversary of your Start Date. If, prior to the first anniversary of your Start Date, your employment terminates under any circumstances other than due to your resignation for Good Reason or a termination without Cause by the Company (as “Good Reason” and “Cause” are defined in Section 9), then you agree to (i) repay to the Company the full cash portion of the Signing Bonus (i.e. $50,000) and (ii) either (x) the shares issued or issuable upon settlement of the stock unit award and the option, or shares acquired upon exercise of the option, will be forfeited by you to the Company for no consideration or (y) repay to the Company an aggregate of $50,000 in cash within 60 days of your employment termination date.

(i)Relocation Assistance. Subject to the relocation of your domicile from Minneapolis, Minnesota to a location within 50 miles of the Company’s Longmont, Colorado office by no later than July 15, 2022, you will be eligible to receive relocation benefits and temporary housing benefits as specified in the enclosed Schedule B (the “Relocation Assistance”). Any Relocation Assistance shall be provided subject to the terms of the Company’s policies and practices in effect from time to time. This Relocation Assistance will be paid and treated as taxable compensation to you and will be subject to any withholding tax and payroll deductions required by law (with the Company paying, as required, any additional amounts to you or on your behalf such that the net amount paid to you (or benefit enjoyed by you) equals the amount stated on Schedule B). If your employment with the Company terminates under any circumstances, other than due to your resignation for Good Reason or the Company’s termination of your employment without Cause, then you shall be required to repay to the Company, within 60 days of your employment termination date: (i) 100°’oof the gross amount of the Relocation Assistance that was provided to you if such termination occurs before the first anniversary of your Start Date, and (ii) 25% of the gross amount of the Relocation Assistance that was provided to you if such termination occurs after the first anniversary, but before the second anniversary, of your Start Date.

5.Executive Benefits

(a)Generally. Executive will be eligible to participate in accordance with the terms of all Company employee benefit plans, policies, and arrangements that are applicable to other executive officers of the Company, as such plans, policies, and arrangements may exist from time to time.

(b)Vacation. Executive will be entitled to accrue up to 20 days of paid annual vacation in accordance with Company policy.

(c)Expenses. The Company will reimburse Executive for reasonable travel, business entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

6.Termination of Employment. In addition to any other compensation payable to the Executive pursuant to this Agreement, in the event Executive’s employment with the Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary and any Target

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Cash Bonus accrued and unpaid up to the Termination Date, (b) pay for accrued but unused vacation, (c) any Target RSU Bonus accrued and unpaid up to the Termination Date, (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive and under which Executive has a vested right (including any right that vests in connection the termination of Executive’s employment), (e) unreimbursed business expenses to which Executive is entitled to reimbursement under the Company’s expense reimbursement policy, and (f) rights to indemnification Executive may have under the Company’s Articles of Incorporation, as amended, the Company’s Amended and Restated Bylaws, as amended, this Agreement, or Executive’s separate indemnification agreement, as applicable, including any rights Executive may have under directors and officers insurance policies (items (a) through (f), collectively, the “Accrued Obligations”).

7.Severance.

(a)Termination Without Cause or Resignation for Good Reason Unrelated to Chan2e of Control. If (i) Executive’s employment with the Company is terminated by the Company without Cause (other than (x) as a result of Executive’s death or Disability or (y) under the circumstances described in Section 7(b) below), or (ii) Executive resigns for Good Reason (as defined below), then, subject to compliance with the Release Requirement, and provided such termination or resignation constitutes a Separation from Service, Executive will be eligible to receive the following severance benefits, to be paid as soon as practical following the Release Effective Date:

(1)Severance Payment. Continuation of Executive’s Base Salary as in effect immediately before the Termination Date for a period of 12 months, subject to required payroll deductions and tax withholdings and payable in installments according to the Company’s regular payroll schedule beginning after the Release Effective Date. For such purposes, Executive’s Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason;

(2)Accrued Target Cash Bonus. The full Target Cash Bonus amount for the fiscal year in which the Termination Date occurs, less standard deductions and withholdings, payable in a lump sum as soon as practicable after the Release Effective Date;

(3)Equity Acceleration and Option Exercise Extension. Upon the Termination Date, (A) all of the outstanding stock options, restricted stock units or other equity awards Executive holds with respect to the Company’s Common Stock shall accelerate and vest such that 100% of such equity awards shall be deemed vested and fully exercisable and (B) each of Executive’s then-outstanding stock options shall remain exercisable until the earlier of (i) 12 months after such Termination Date, and (ii) such stock option’s original expiration date; and

(4)COBRA Premiums. If Executive timely elects continued coverage under COBRA, the Company will pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for Executive’s eligible dependents, if applicable) (“COBRA Premiums”) through the period starting on the Termination Date and ending 12 months after Termination Date (the “COBRA Premium Period”); provided, however, that the Company’s provision of the COBRA Premium benefits will immediately cease if during the COBRA Premium Period

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Executive becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive or Executive’s dependents elect or are eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including the amount of COBRA premiums for Executive’s eligible dependents), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

(b)Termination Without Cause or Resignation for Good Reason During Change of Control Period. If, at any time during the Change of Control Period, (i) Executive’s employment with the Company is terminated by the Company without Cause (other than as a result of Executive’s death or Disability), or (ii) Executive resigns for Good Reason, then, subject to compliance with the Release Requirement, and provided such termination or resignation constitutes a Separation from Service, Executive will be eligible to receive the following severance benefits in lieu of (and not in addition to) the severance benefits described in Section 7(a) above, and provided that Executive satisfies the Release Requirement and remains in compliance with the terms of this Agreement, to be paid as soon as practical following the Release Effective Date:

(1)Change of Control Severance Payment. Executive shall be eligible for a lump sum cash severance payment, to be made as soon as practicable following the Release Effective Date, in an amount equal to (i) 18 months of Executive’s Base Salary as in effect immediately before the Termination Date, plus (ii) an amount equal to 1.5x the Target Cash Bonus for the fiscal year in which the Termination Date occurs, subject to required payroll deductions and tax withholdings. For such purposes, Executive’s Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason;

(2)Change of Control COBRA Premiums. If Executive timely elects continued coverage under COBRA, the Company will pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for Executive’s eligible dependents, if applicable) (the “Change of Control COBRA Premiums”) for a period of 18 months following the effective date of the Change of Control (the “Change of Control COBRA Premium Period”); and provided, further, that the Company’s provision of the Change of Control COBRA Premium benefits will immediately cease if during the Change of Control COBRA Premium Period Executive becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the Change of Control COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company

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determines, in its sole discretion, that it cannot pay the Change of Control COBRA Premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive or Executive’s dependents elect or are eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable Change of Control COBRA Premiums for that month (including the amount of Change of Control COBRA Premiums for Executive’s eligible dependents), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of the Change of Control COBRA Premiums; and

(3)Equity Acceleration and Option Exercise Extension. Upon the Termination Date, (A) all of the outstanding stock options, restricted stock units or other equity awards Executive holds with respect to the Company’s Common Stock shall accelerate and vest such that 100% of such equity awards shall be deemed vested and fully exercisable and (B) each of Executive’s then-outstanding stock options shall remain exercisable until the earlier of (i) 12 months after such Termination Date, and (ii) such stock option’s original expiration date.

(c)Termination by Company for Cause, by Executive without Good Reason or Executive’s death or Disability. If Executive’s employment is terminated by the Company for Cause, by Executive without Good Reason, or due to Executive’s death or Disability, then the Company shall pay the Accrued Obligations. All further vesting of Executive’s outstanding equity awards will terminate immediately, and Company shall have no further obligations to Executive under this Agreement.

(d)Termination by Mutual Agreement of the Parties. Executive’s employment pursuant to this Agreement may be terminated at any time upon mutual agreement, in writing, signed by both of the Parties. Any such termination of employment shall have the consequences specified in such writing.

8.Covenants; Conditions to Receipt of Severance; Mitigation.

(a)Non-disparagement. During the Employment Term and for the 12 months thereafter, Executive will not, and will cause Executive’s relatives, agents and representatives to not, knowingly disparage, criticize or otherwise make any derogatory statements regarding the Company, its directors, or its officers, and the Company will not knowingly disparage, criticize or otherwise make any derogatory statements regarding Executive. The Company’s obligations under the preceding sentence shall be limited to communications by its senior corporate executive shaving the rank of Vice President or above and members of the Board. The foregoing restrictions will not apply to any statements that are made truthfully in response to a subpoena or other compulsory legal process. Payments of severance to Executive, in accordance with Section 7 above, shall immediately cease, and no further payments shall be made, in the event that Executive breaches the provisions of this Section 8(a).

(b)Release of Claims. To be eligible for any of the severance benefits provided in Sections 7(a) or 7(b) of this Agreement, Executive must satisfy the following release requirement (the “Release Requirement”): return to the Company a signed and dated general release of all

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known and unknown claims in a termination agreement acceptable to the Company (the “Release”) within the applicable deadline set forth therein, but in no event later than 45 calendar days following Executive’s termination date, and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). Notwithstanding the foregoing, if the period for satisfaction of the Release Requirement begins in one taxable year and ends in another taxable year, then the Release Effective Date shall occur no sooner than the first date of such second taxable year. No severance benefits pursuant to this Agreement will be paid prior to the Release Effective Date. Accordingly, if Executive breaches the preceding sentence and/or refuses to sign and deliver to the Company an executed Release or signs and delivers to the Company the Release but exercises Executive’s right, if any, under applicable law to revoke the Release (or any portion thereof), then Executive will not be entitled to any severance, payment or benefit under this Agreement.

(c)Mitigation. Payments of severance to Executive, in accordance with Section 7 above, shall immediately cease, and no further payments shall be made, in the event that Executive materially breaches the PIICA (as defined in Section 11(d) below) (provided, however, that Executive’s right to future payments will be restored, and any omitted payments will be made to Executive promptly, if the Board in its reasonable good faith judgment determines that such breach is curable, and Executive cures the breach to the reasonable satisfaction of the Board within 30 days of having been notified thereof). Executive agrees to cooperate with the Company and to provide timely notice as to Executive’s activities following a termination without Cause so that the Company may monitor its obligation under this Section 8 and its subsections.

9.Definitions.

For purposes of this Agreement, the following terms shall have the following meanings:

(a)“Cause” means the occurrence of any one or more of the following: (i) Executive’s commission of any felony or any crime involving fraud or dishonesty under the laws of the United States or any state thereof; (ii) Executive’s attempted commission of, or participation in, a fraud or material act of dishonesty against the Company; (iii) Executive’s intentional, material violation of any contract or agreement between Executive and the Company (including this Agreement and/or the PIICA); (iv) Executive’s intentional, material violation of any statutory duty owed to the Company that is not cured within 30 days following the issuance of written notice from the Company to the Executive reasonably explaining the basis for the Company’s conclusion that said violation has occurred, provided that notice and opportunity to cure shall not apply where the violation is not reasonably susceptible of cure; (v) Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (vi) Executive’s gross misconduct relating to the business affairs of the Company. Executive’s termination of employment will not be considered to be for Cause unless it is approved by a majority vote of the members of the Board of Directors or an independent committee thereof. It is understood that good faith decisions of Executive relating to the conduct of the Company’s business or the Company’s business strategy will not constitute “Cause.”

(b)“Change of Control” means the occurrence of any one or more of the following events: (i) any person (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the owner, directly or indirectly, of securities of the Company

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representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than in connection with a transaction involving the issuance of securities by the Company the principal purpose of which is to raise capital for the Company); (ii) there is consummated a merger, consolidation or similar transaction to which the Company is a party and the stockholders of the Company immediately prior thereto do not own outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity immediately following such merger, consolidation or similar transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity immediately following such merger, consolidation or similar transaction; or (iii) there is consummated a sale, lease exclusive license or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries), other than a sale, lease or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries) to an entity more than 50% of the combined voting power of which is owned immediately following such disposition by the stockholders of the Company immediately prior thereto. For the avoidance of doubt, a reincorporation of the Company shall not be deemed a Change of Control.

(c)“Change of Control Period” means the time period commencing three months before the effective date of a Change of Control and ending on the date that is 12 months after the effective date of a Change of Control.

(d)“Disability” means Executive’s absence from Executive’s responsibilities with the Company on a full-time basis for 180 calendar days in any consecutive 12-month period as a result of Executive’s mental or physical illness or injury shall mean the inability of Executive to perform Executive’s duties under this Agreement because Executive has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when Executive becomes disabled, the term Disability shall mean the inability of Executive to perform Executive’s duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based upon medical advice or an opinion provided by a licensed physician acceptable to the Board, determines can be expected to result in death or expected to last for a continuous period of more than four months. Based upon such medical advice or opinion, the determination of the Board shall be final and binding and the date such determination is made shall be the date of such Disability for purposes of this Agreement. The Company shall act upon this Section in compliance with the Family Medical Leave Act (if applicable to the Company), the Americans with Disabilities Act (as amended), and applicable state and local laws.

(e)“Good Reason” for Executive’s resignation from employment with the Company means the occurrence of any of the following events without Executive’s prior written consent: (i) a material breach of this Agreement by the Company; (ii) a material reduction (but not less than 10%) by the Company of Executive’s Base Salary, unless such reduction is part of a reduction program applicable generally to other executive employees of the Company; (iii) a material reduction in Executive’s duties, authority or responsibilities, taken as a whole, other than if asked to assume substantially similar duties and responsibilities in a larger entity after a Change of Control (provided, that a change in job position (including a change in title) or reporting line shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties); or (iv) following a Change of Control, an involuntary relocation of

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Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than 50 miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (w) Executive must provide written notice to the Board of Executive’s intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that Executive believes constitutes Good Reason, which notice shall describe such condition(s); (x) the Company has not reasonably cured such event within 30 calendar days following receipt of such written notice (the “Cure Period”); and (z) Executive actually resigns from all positions Executive then holds with the Company within the first 15 days after expiration of the Cure Period.

(f)“Separation from Service” has the meaning set forth in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder.

(g)“Termination Date” shall mean the effective date of Executive’s termination of employment with the Company for any reason.

10.Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company’s bylaws and Articles of Incorporation, including coverage, if applicable, under any directors and officers insurance policies, with such indemnification determined by the Board or any of its committees in good faith based on principles consistently applied (subject to such limited exceptions as the Board may approve in cases of hardship) and on terms no less favorable than provided to any other Company executive officer or director.

11.Confidential Information, etc.

(a)Non-Disclosure of Information. It is understood that the business of the Company is of a confidential nature. During the period of Executive’s employment with the Company, Executive may receive and/or may secure confidential information concerning the Company or any of the Company’s affiliates which, if known to competitors thereof, would damage the Company or its said affiliates. Executive agrees that during and after Executive’s employment, Executive will not, directly or indirectly, divulge, disclose or appropriate to Executive’s own use, or to the use of any third party, any secret, proprietary or confidential information or knowledge obtained by him during his employment concerning such confidential matters of the Company or its affiliates, including, but not limited to, information pertaining to contact information, financial information, research, product plans, products, services, customers, markets, developments, processes, designs, drawings, business plans, business strategies or arrangements, or intellectual property or trade secrets. Upon termination of Executive’s employment, Executive shall promptly deliver to the Company all materials of a secret or confidential nature relating to the business of the Company or any of its affiliates that are, directly or indirectly, in the possession or under the control of Executive. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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(b)Trade Secrets. Executive acknowledges and agrees that during Executive’s employment and in the course of the discharge of Executive’s duties, Executive shall have access to and become acquainted with information concerning the operation and processes of the Company, including without limitation, proprietary, technical, financial, personnel, sales and other information that is owned by the Company and regularly used in the operation of the Company’s business, and that such information constitutes the Company’s trade secrets. Executive specifically agrees that Executive shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during Executive’s employment or at any other time thereafter, except as is required in the course of Executive’s employment hereunder. Executive acknowledges and agrees that the sale or unauthorized use or disclosure of any of the Company’s trade secrets obtained by Executive during the course of Executive’s employment, including information concerning the Company’s current or any future and proposed work, services, or products, the fact that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Executive promises and agrees not to engage in any unfair competition with the Company, either during his employment or at any other time thereafter. Executive further agrees that all files, records, documents, specifications, and similar items relating to the Company’s business, whether prepared by Executive or others, are and shall remain exclusively the property of the Company and that they shall be removed from the premises of the Company only with the express prior written consent of the Company’s Chief Executive Officer or his designee.

(c)Cooperation. Executive agrees to cooperate with and provide assistance to the Company and its legal counsel in connection with any litigation (including arbitration or administrative hearings) or investigation affecting the Company, in which, in the reasonable judgment of the Company’s counsel, Executive’s assistance or cooperation is needed. Executive shall, when requested by the Company, provide testimony or other assistance and shall travel at the Company’s reasonable request and expense in order to fulfill this obligation.

(d)Proprietary Inventions and Assignment Agreement. As a condition of employment, Executive shall execute and abide by the Company’s standard form of Proprietary Information, Invention and Confidentiality Agreement (the “PIICA”), attached hereto as Exhibit A.

(e)Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between the Company and Executive, nothing in this Agreement shall limit Executive’s right to (i) discuss his employment or report possible violations of law or regulation with any federal government agency or similar state or local agency, or (ii) discuss or disclose information with others regarding the terms and conditions of his employment or unlawful acts in the Company’s workplace, including but not limited to sexual harassment.

12.Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive’s death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity, which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and

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distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive’s right to compensation or other benefits will be null and void.

(a)Notices. All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally or via e-mail to an e-mail address provided by one party to the other, and confirmed via delivery pursuant to one of the other methods specified in this paragraph, (b) one day after being sent overnight by a well-established commercial overnight service, or (c) four days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

Attn: Chairman of the Compensation Committee
2101 Ken Pratt Blvd
Suite 201
Longmont, CO 80501

If to Executive:

at the last residential address known by the Company

13.Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction or an arbitrator to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision.

14.Governing Law. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the law of the State of Colorado without regard to any applicable principles of conflicts of law. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

15.Dispute Resolution; Arbitration Agreement.

(a)Agreement to Arbitrate All Disputes. To ensure the timely and economical resolution of disputes that may arise between Executive and the Company, both Executive and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by applicable law, they will submit solely to final, binding and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or (ii) Executive’s employment with the Company (including but not limited to all statutory claims); or (iii) the termination of Executive’s employment with the Company (including but not limited to all statutory claims). BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH EXECUTIVE AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.

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(b)Arbitrator Authority. The Arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this Arbitration section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition.

(c)Individual Capacity Only. All claims, disputes, or causes of action under this Arbitration section, whether by Executive or the Company, must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this paragraph are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.

(d)Arbitration Process. Any arbitration proceeding under this Arbitration section shall be presided over by a single arbitrator and conducted by JAMS, Inc. (“JAMS”) in Longmont, Colorado under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). Executive and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party’s own expense. The Arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute; (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (iii) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the amount of court fees that would be required of Executive if the dispute were decided in a court of law.

(e)Excluded Claims. This Arbitration section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and are not preempted by the Federal Arbitration Act (collectively, the “Excluded Claims”). In the event Executive intends to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

(f)Injunctive Relief and Final Orders. Nothing in this Arbitration section is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly.

(g)Notwithstanding the foregoing, the Parties shall continue performing their respective obligations under this Agreement while any dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.

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16.Integration. This Agreement, together with its Exhibits, and the standard forms of equity award grants that describe Executive’s outstanding equity awards, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing and is signed by duly authorized representatives of the parties hereto. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.

17.Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

18.Survival. The PIICA and the Company’s and Executive’s responsibilities under Sections 6 (Termination of Employment), 7 (Severance), 8 (Covenants; Conditions of Receipt of Severance; Mitigation), 9 (Definitions), 10 (Indemnification), 11 (Confidential Information), 12 (Assignment), 13 (Notices), 14 (Severability), and 15 (Governing Law), 16 (Dispute Resolution; Arbitration Agreement), 17 (Integration), 18 (Waiver of Breach), 19 (Survival), 20 (Headings), 21 (Tax Withholding), 22 (Acknowledgment), 23 (Internal Revenue Code Section 409A), 24 (Section 280G; Limitations on Payment) will survive the termination of this Agreement.

19.Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

20.Tax Withholding. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to this Agreement.

21.Acknowledgments. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from Executive’s private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

22.Internal Revenue Code Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) (“Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly,

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each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified Executive” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the 60^th day following the Separation from Service, regardless of when the Release actually becomes effective. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

23.Section 280G; Limitations on Payment.

(a)If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction  Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

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(b)Notwithstanding any provision of Section 24(a) above to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (1) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (2) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

(c)Unless the Parties agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change of Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section 24. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.

(d)If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 24(a) above and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 24(a) above) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 24(a) above, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

24.Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, on the day and year written below.

Company:

S&W SEED COMPANY

By: /s/ Mark Wong

Name: Mark Wong

Title: CEO

Date:

Executive:

 /s/ Betsy Horton

Betsy Horton

Date:

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SCHEDULE A

• Board of Directors of the Rahl Corporation (two-day quarterly meetings, plus one day investor meeting in December)

• Board of Directors for Project Success. (1.5 hours per month plus a 1 hour finance committee once a quarter, all virtually).

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SCHEDULE B

(attached – previously signed Relocation Assistance)

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SCHEDULE 1 – Additional Terms and Conditions of Offer of Employment Letter — Betsy Horton, October 4, 2021

Relocation Office Location: 2101 Ken Pratt Blvd., Longmont, CO

• Employee Domicile Location must be within fifty (50) miles of Office Location

• Last date to relocate: 8 months from Start Date; after 8 months, Company relocation benefits expire

• Moving Expenses included

o Packing and moving all household goods from Minneapolis, Minnesota to Domicile Location;

o Professional transportation of up to two vehicles;

o Storage of household goods for up to 8 months;

o Direct expenses incurred during actual move from Minneapolis, Minnesota to Domicile location.

• Moving Expense Cap $: Not to exceed (NTE) $20K

• House hunting trips: Up to two trips from Minneapolis, Minnesota to Denver, CO for employee and family.

• Temporary Housing: Actual costs to move from Minneapolis, Minnesota into temporary housing

o Up to 8 months from Start Date; furnished 1-2 BR apartment NTE $2,000.00 per month. Other covered expenses will include utilities, Internet / Cable access, renter’s insurance premiums NTE $500.00 per month.

• Home Sale (Minneapolis, Minnesota)

o Realtor fees NTE 6% sale price;

o Customary Seller closing costs.

• Gross Up

o All relocation reimbursements will be “grossed up” to account for fringe benefit personal income tax withholdings.

263288939 v1

• Relocation Benefit Payback requirement

o 100% if employee leaves the company w/in 12 months of Start Date -Without Good Reason”

o 25% if employee leaves the company between 12-24 months from Start Date “Without Good Reason”

I have read and agree to the terms and conditions above:

/s/ Betsy Horton10/13/2021

Signature – Betsy HortonDate

Location	Overall Cost of Living	Housing Prices
Longmont	5.37% cheaper	10% cheaper
Boulder	31.3% more expensive	69% more expensive
Loveland	11.8% cheaper	21% cheaper
Fort Collins	8.5% cheaper	12% cheaper
Berthoud	1.5% cheaper	2% cheaper
Niwot	33.4% more expensive	70% more expensive
Lafayette	4.2% more expensive	3.8% more expensive
Louisville	17.3% more expensive	37% more expensive
Broomfield	5.3% more expensive	7% cheaper
Gunbarrel	6.4% more expensive	14% more expensive
Windsor	6.7% cheaper	8% cheaper
Lyons	9.4% more expensive	18% more expensive
Firestone	4.9% cheaper	11% cheaper
Frederick	5.6% cheaper	12% cheaper
Johnstown	9.6% cheaper	19% cheaper

Source bestplaces.net

263288939 v1

EXHIBIT A

Employee Proprietary Information, Inventions and Confidentiality Agreement

(attached)

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For Colorado Employees

S&W SEED COMPANY

Proprietary Information, Invention and Confidentiality Agreement

In consideration of my employment or continued employment by S&W Seed Company (“Employer”), and its subsidiaries, parents, affiliates, successors and assigns (together with Employer, “Company”), the compensation paid to me now and during my employment with Company, and Company’s agreement to provide me with access to its Confidential Information (as defined below), I enter into this Proprietary Information, Invention and Confidentiality Agreement with Employer (the “Agreement”).

WHEREAS, during the course of my employment, I will have access to and knowledge of Company’s trade secrets and Confidential Information (as defined below) and/or proprietary technology relating to Company’s products, services, and business, and to have contact with, learn about, provide services to, and establish relationships with customers and business partners of Company; and

WHEREAS, Company maintains a technically skilled workforce by conducting specialized in-house training and development of employees which is vital to maintain a competitive operation; and

WHEREAS, it is of material benefit to me to participate in on the job training and receive additional training and knowledge provided by Company and it is of material benefit to reasonably restrict the use of said training in a competitive marketplace and to restrict the disclosure of Company’s trade secrets and Confidential Information with a nondisclosure and non-competition agreement both of which are reasonable in terms of scope, geography and duration.

Accordingly, in consideration of the mutual promises and covenants contained herein, Employer (on behalf of itself and Company) and I agree as follows:

1.Confidential Information Protections.

1.1Recognition of Company’s Rights; Nondisclosure. My employment by Company creates a relationship of confidence and trust with respect to Confidential Information (as defined below) and Company has a protectable interest in the Confidential Information. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any Confidential Information, except as required in connection with my work for Company, or as approved by an officer of Company. I will obtain written approval by an officer of Company before I lecture on or submit for publication any material (written, oral, or otherwise) that discloses and/or incorporates any Confidential Information. I will take all reasonable precautions to prevent the disclosure of Confidential Information. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I agree that Company information or documentation to which I have access during my employment, regardless of whether it contains Confidential Information, is the property of

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Company and cannot be downloaded or retained for my personal use or for any use that is outside the scope of my duties for Company.

1.2Confidential Information. “Confidential Information” means any and all confidential knowledge or data of Company, and includes any confidential knowledge or data that Company has received, or receives in the future, from third parties that Company has agreed to treat as confidential and to use for only certain limited purposes. By way of illustration but not limitation, Confidential Information includes (a) trade secrets, inventions, ideas, processes, formulas, software in source or object code, data, technology, know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) in all of the foregoing (collectively, “Inventions”), including all Company Inventions (defined in Section 2.1); (b) information regarding research, development, new products, business and operational plans, budgets, unpublished financial statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, capital-raising plans, internal services, suppliers and supplier information; (c) information about customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, and other non-public information; (d) information about Company’s business partners and their services, including names, representatives, proposals, bids, contracts, and the products and services they provide; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information that a competitor of Company could use to Company’s competitive disadvantage. However, Company agrees that I am free to use information that I knew prior to my employment with Company or that is, at the time of use, generally known in the trade or industry through no breach of this Agreement by me. Company further agrees that this Agreement does not limit my right to discuss my employment or unlawful acts in Company’s workplace, including but not limited to sexual harassment, or report possible violations of law or regulation with any federal, state or local government agency, or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act, or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure, to the extent any such rights are not permitted by applicable law to be the subject of nondisclosure obligations.

1.3Term of Nondisclosure Restrictions. I will only use or disclose Confidential Information as provided in this Section 1 and I agree that the restrictions in Section 1.1 are intended to continue indefinitely, even after my employment by Company ends. However, if a time limitation on my obligation not to use or disclose Confidential Information is required under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, Company and I agree that the two year period after the date my employment ends will be the time limitation relevant to the contested restriction; provided, however, that my obligation not to disclose or use trade secrets that are protected without time limitation under applicable law shall continue indefinitely.

1.4Restricted Access Granted. In exchange for my agreement not to disclose or use Confidential Information, except as required in performing my duties for Company, and for the non-competition covenants, non-solicitation covenants, and the other promises provided herein, Company agrees to grant me immediate, current, and future access to Confidential Information

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required to fulfill the duties of my position. I agree that Company has no pre-existing obligation to reveal Confidential Information.

1.5No Improper Use of Information of Prior Employers and Others. During my employment by Company, I will not improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto Company’s premises any unpublished documents or property belonging to a former employer or any other person to whom I have an obligation of confidentiality unless that former employer or person has consented in writing.

2.Assignments of Inventions.

2.1Definitions. The term (a) “Intellectual Property Rights” means all past, present and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: trade secrets, Copyrights, trademark and trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship (including, in each case, any application for any such rights and any rights to apply for any such rights, as well as all rights to pursue remedies for infringement or violation of any such rights); (b) “Copyright” means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (for example, a literary, musical, or artistic work) recognized by the laws of any jurisdiction in the world; (c) “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and similar rights recognized by the laws of any jurisdiction in the world; and (d) “Company Inventions” means any and all Inventions (and all Intellectual Property Rights related to Inventions) that are made, conceived, developed, prepared, produced, authored, edited, amended, reduced to practice, or learned or set out in any tangible medium of expression or otherwise created, in whole or in part, by me, either alone or with others, during my employment by Company, and all printed, physical, and electronic copies, and other tangible embodiments of Inventions.

2.2Non-Assignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Invention that I develop entirely on my own time without using Company’s equipment, supplies, facilities or trade secrets, or Confidential Information, except for Inventions that either (i) relate to Company’s actual or anticipated business, research or development, or (ii) result from or are connected with any work performed by me for Company (“Nonassignable Inventions”).

2.3Prior Inventions.

(a)On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or in which I have an interest and that were made or acquired by me prior to my date of first employment by Company, and (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are not to be assigned to Company (“Prior Inventions”). If no such list is attached, I represent and warrant that no Inventions that would be classified as Prior Inventions exist as of the date of this Agreement.

(b)I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the scope of my employment, or if I include any Prior Inventions and/or Nonassignable

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Inventions in any product or service of Company, or if my rights in any Prior Inventions and/or any Nonassignable Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement (each, a “License Event”), (i) I will immediately notify Company in writing, and (ii) unless Company and I agree otherwise in writing, I hereby grant to Company a non-exclusive, perpetual, transferable, fully-paid, royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium (whether now known or later developed), make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Inventions and/or Nonassignable Inventions. To the extent that any third parties have any rights in or to any Prior Inventions or any Nonassignable Inventions, I represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above. For purposes of this paragraph, “Prior Inventions” includes any Inventions that would be classified as Prior Inventions, whether or not they are listed on the signature page to this Agreement.

2.4Assignment of Company Inventions. I hereby assign to Employer all my right, title, and interest in and to any and all Company Inventions other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Employer or related to Employer’s customers, with respect to such rights. I further agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions. Nothing contained in this Agreement may be construed to reduce or limit Company’s rights, title, or interest in any Company Inventions so as to be less in any respect than that Company would have had in the absence of this Agreement.

2.5Obligation to Keep Company Informed. During my employment by Company, I will promptly and fully disclose to Company in writing all Inventions that I author, conceive, or reduce to practice, either alone or jointly with others. At the time of each disclosure, I will advise Company in writing of any Inventions that I believe constitute Nonassignable Inventions; and I will at that time provide to Company in writing all evidence necessary to substantiate my belief. Subject to Section 2.3(b), Company agrees to keep in confidence, not use for any purpose, and not disclose to third parties without my consent, any confidential information relating to Nonassignable Inventions that I disclose in writing to Company.

2.6Government or Third Party. I agree that, as directed by Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention.

2.7Ownership of Work Product. I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my employment and that are protectable by Copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

2.8Enforcement of Intellectual Property Rights and Assistance. I will assist Company, in every way Company requests, including signing, verifying and delivering any

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documents and performing any other acts, to obtain and enforce United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any jurisdictions in the world. My obligation to assist Company with respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after such termination for the time I actually spend on such assistance. If Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in this paragraph, I hereby irrevocably designate and appoint Employer and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by me. I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Intellectual Property Rights assigned to Employer under this Agreement.

2.9Incorporation of Software Code. I agree not to incorporate into any Inventions, including any Company software, or otherwise deliver to Company, any software code licensed under the GNU General Public License, Lesser General Public License, or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company, except in strict compliance with Company’s policies regarding the use of such software or as directed by Company.

3.Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to and remain the sole property of Employer at all times.

4.Duty of Loyalty During Employment. During my employment by Company, I will not, without Company’s written consent, directly or indirectly engage in any employment or business activity that is directly or indirectly competitive with, or would otherwise conflict with, my employment by Company.

5.No Solicitation of Employees, Consultants, Contractors, or Customers or Potential Customers. I acknowledge that during my employment I will have access to and knowledge of Confidential Information and that such Confidential Information contains trade secrets pursuant to C.R.S. Section 8-2-113(2)(b). I acknowledge that, because of the nature of my work for Company, my solicitation, serving or retention of certain customers, employees, consultants or partners with whom Company does business from time to time related to my work for Company would necessarily involve the use or disclosure of Confidential Information, and the relationships and goodwill of Company and would otherwise impair the legitimate business interests of Company. To protect Company’s Confidential Information, and because of the position in Company that I may hold, I agree that during the period of my employment and for the 18 month period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company:

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5.1solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant, or independent contractor of Company to terminate his, her or its relationship with Company, even if I did not initiate the discussion or seek out the contact;

5.2solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any person known to me to be an employee, consultant, or independent contractor of Company to terminate his, her or its relationship with Company to render services to me or any other person or entity that researches, develops, markets, sells, performs or provides or is preparing to develop, market, sell, perform or provide Conflicting Services (as defined below);

5.3hire, employ, or engage in a business venture to research, develop, market, sell, perform or provide Conflicting Services (as defined below) as partners or owners or other joint capacity any person then employed by Company or who has left the employment of Company within the preceding three months, or attempt to hire, employ, or engage in a business venture to research, develop, market, sell, perform or provide Conflicting Services as partners or owners or other joint capacity any person then employed by Company or who has left the employment of Company within the preceding three months;

5.4solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company;

5.5solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or

5.6perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.

The parties agree that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which, at any time during the one year period prior to my contact with such person or entity as described in Sections 5.4, 5.5 or 5.6 above if such contact occurs during my employment or, if such contact occurs following the termination of my employment, during the one year period prior to the date my employment with Company ends: (i) contracted for, was billed for, or received from Company any product, service or process with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential Information; or (ii) was in contact with me or in contact with any other employee, owner, or agent of Company, of which contact I was or should have been aware, concerning the sale or purchase of, or contract for, any product, service or process with which I worked directly or indirectly during my employment with Company or about which I acquired Confidential Information; or (iii) was solicited by Company in an effort in which I was involved or of which I was aware.

6.Non-Compete Provision.

6.1I acknowledge that during my employment I will have access to and knowledge of Confidential Information and that such Confidential Information contains trade secrets pursuant to C.R.S. Section 8-2-113(2)(b). To protect Company’s Confidential Information, customer

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relationships, and/or legitimate business interests, and because of the position in Company that I may hold, I agree that for the 18 month period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services (defined below) anywhere in the Restricted Territory (defined below), nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services anywhere in the Restricted Territory.

6.2The parties agree that, for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than Company that directly competes with a product, service, or process, including the research and development thereof, of Company with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential Information during my employment by Company.

6.3The parties agree that, for purposes of this Agreement, “Restricted Territory” means (i) all counties in the state in which I primarily perform services for Company; (ii) all other states of the United States of America in which Company, with my involvement in some capacity, including, without limitation, my having knowledge of Confidential Information related thereto, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with Company; and (iii) any other countries from which Company provided goods or services, had customers, or otherwise conducted business, with my involvement in some capacity, including, without limitation, my having knowledge of Confidential Information related thereto, at any time during the two-year period prior to the date of the termination of my relationship with Company.

7.Reasonableness of Restrictions. I have read this entire Agreement and understand it. I acknowledge that (a) I have the right to consult with counsel prior to signing this Agreement, (b) I will derive significant value from Company’s agreement to provide me with Company Confidential Information to enable me to optimize the performance of my duties to Company, and (c) that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither to disclose nor to use Company Confidential Information other than for Company’s exclusive benefit and my obligations not to compete and not to solicit are necessary to protect Company Confidential Information and, consequently, to preserve the value and goodwill of Company. I agree that (i) this Agreement does not prevent me from earning a living or pursuing my career, and (ii) the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely, with knowledge of its contents and the intent to be bound by its terms. If a court finds this Agreement, or any of its restrictions, are ambiguous, unenforceable, or invalid, Company and I agree that the court will read the Agreement as a whole and interpret such restriction(s) to be enforceable and valid to the maximum extent allowed by law. If the court declines to enforce this Agreement in the manner provided in this Section and/or Section 13.2, Company and I agree that this Agreement will be automatically modified to provide Company with the maximum protection of its business interests allowed by law, and I agree to be bound by this Agreement as modified.

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8.No Conflicting Agreement or Obligation. I represent that my performance of all the terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any written or oral agreement in conflict with this Agreement.

9.Return of Company Property. When I cease to be employed by Company, I will deliver to Company any and all materials, together with all copies thereof, containing or disclosing any Company Inventions, or Confidential Information. I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy of all such information and then permanently delete such information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time during my employment, with or without notice. Prior to leaving, I hereby agree to: provide Company any and all information needed to access any Company property or information returned or required to be returned pursuant to this paragraph, including without limitation any login, password, and account information; cooperate with Company in attending an exit interview; and complete and sign Company’s termination statement if required to do so by Company.

10.Legal and Equitable Remedies. I agree that (a) it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms, (b) any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company, and (c) Company will have the right to enforce this Agreement by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened breach of this Agreement. I agree that if Company is successful in whole or in part in any legal or equitable action against me under this Agreement, Company will be entitled to payment of all costs, including reasonable attorney’s fees, from me. If Company enforces this Agreement through a court order, I agree that the restrictions of Sections 5 and 6 will remain in effect for a period of 12 months from the effective date of the order enforcing the Agreement.

11.Notices. Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time notice is given, labeled “Attention Chief Executive Officer,” and to me at my address as listed on Company payroll, or at such other address as Company or I may designate by written notice to the other. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt.

12.Publication of This Agreement to Subsequent Employer or Business Associates of Employee. If I am offered employment, or the opportunity to enter into any business venture as

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owner, partner, consultant or other capacity, while the restrictions in Section 5 of this Agreement are in effect, I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business I have an opportunity to be associated with, of my obligations under this Agreement and to provide such person or persons with a copy of this Agreement. I agree to inform Company of all employment and business ventures which I enter into while the restrictions described in Section 5 of this Agreement are in effect and I authorize Company to provide copies of this Agreement to my employer, partner, co-owner and/or others involved in managing the business I have an opportunity to be associated with and to make such persons aware of my obligations under this Agreement.

13.General Provisions.

13.1Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of Colorado without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction. I expressly consent to the personal jurisdiction and venue of the state and federal courts located in Colorado for any lawsuit filed there against me by Company arising from or related to this Agreement.

13.2Severability. If any portion of this Agreement is, for any reason, held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such provision had never been contained in this Agreement. If any portion of this Agreement is, for any reason, held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent allowed by the then applicable law.

13.3Successors and Assigns. This Agreement is for my benefit and the benefit of Company and its and their successors, assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.

13.4Survival. This Agreement will survive the termination of my employment, regardless of the reason, and the assignment of this Agreement by Company to any successor in interest or other assignee.

13.5Employment At-Will. I understand and agree that nothing in this Agreement will change my at-will employment status or confer any right with respect to continuation of employment by Company, nor will it interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause or advance notice.

13.6Waiver. No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.

13.7Export. I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations.

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13.8Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

13.9Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.

13.10Entire Agreement. The obligations in Sections 1 and 2 (except Section 2.2 with respect to a consulting relationship) of this Agreement will apply to any time during which I was previously engaged, or am in the future engaged, by Company as a consultant, employee or other service provider if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter of this Agreement and supersedes and merges all prior discussions between us, provided, however, if, prior to execution of this Agreement, Company and I were parties to any agreement regarding the subject matter hereof, that agreement will be superseded by this Agreement prospectively only. No modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

[Signatures to follow on next page]

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For Colorado Employees

This Agreement will be effective as of the date signed by the Employee below.

EMPLOYER: S&W Seed Company	EMPLOYEE:
/s/ Andrea McFarlane	/s/ Betsy Horton
(Signature)	(Signature)
Andrea McFarlane	Betsy Horton
(Printed Name)	(Printed Name)
Global Director of Human Resources	11/11/2021
(Title)	(Date Signed)

PRIOR INVENTIONS

1.Prior Inventions Disclosure. Except as listed in Section 2 below, the following is a complete list of all Prior Inventions:

☒No Prior Inventions.

☐See below:

☐Additional sheets attached.

2.Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to the Prior Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):

	Excluded Invention	Party(ies)	Relationship
1.
2.
3.

☐Additional sheets attached.

Signature Page

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EX-10.3

Exhibit 10.3

November 14, 2021Via email to mszot@swseedco.com

Matthew K. Szot

7013 Cattail Place

Carlsbad, CA 92011

Re:Separation and Consulting Agreement

Dear Matthew:

This letter sets forth the substance of your separation and consulting agreement (the “Agreement”) with S&W Seed Company (the “Company”).

1.Separation. Pursuant to your resignation, your employment with the Company will end on November 15, 2021 (the “Separation Date”). You further agree that you have resigned from all positions and terminated any relationships as an employee, advisor, officer or director with the Company and any of its parents, subsidiaries and affiliates, each effective on the Separation Date.  

2.Accrued Wages and Paid Time Off; 401k. On the Separation Date, the Company will pay you all accrued wages, and all accrued and unused paid time off earned through the Separation Date, subject to standard payroll deductions and withholdings. You will be compensated for outstanding fees relating to your service on the Board of Directors of S&W Seed Company Australia Pty Ltd in an amount totaling $1,000. You are entitled to these payments regardless of whether or not you sign this Agreement. To the extent not already done, the Company will true up its matching of your 401(k) benefits for calendar year 2021, subject to and in accordance with the Company’s plan and policy.

3.Severance Benefits. If you: (i) sign and return this Agreement to the Company on or within twenty-one (21) days after the Separation Date; (ii) allow the releases contained herein to become effective; (iii) remain available after your Separation Date to answer any questions from the Company regarding your previous job duties; and (iv) comply with all of your legal and contractual obligations to the Company, then in full satisfaction of the Amended and Restated Employment Agreement between you and the Company dated as of September 27, 2021, the Company will provide you with the following severance benefits (the “Severance Benefits”):

(a)Salary Continuation. The Company will pay you, as severance, an amount equivalent to twelve (12) months of your current base salary (in the total amount of $325,000), subject to required payroll deductions and tax withholdings (the “Salary Continuation”). The Salary Continuation will be paid to you in installments according to the Company’s regular payroll schedule beginning after the Effective Date (as defined below).

(b)Target Cash Bonus. In addition, the Company will pay you your full target cash bonus for fiscal year 2022 (in the total amount of $243,750), less standard deductions and withholdings, paid in a lump sum as soon as practicable after the Effective Date (as defined below).

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(c)Equity Acceleration and Option Exercise Extension. Upon the Effective Date, (A) all of the outstanding stock options, restricted stock units or other equity awardsyou currently holdwithrespecttotheCompany’sCommonStockshallaccelerateandvestsuchthat 100% of such equity awards shall be deemed vested and fully exercisable and (B) each ofyour then-outstanding stock options shall remain exercisable until the earlier of (i) twelve (12)monthsafter the Separation Date,and(ii)suchstockoption’soriginal expirationdate. Your equity awards shall continue to be governed by the terms of the applicable grant notices, equity award agreements and the Company’s 2019 Equity Incentive Plan, as amended, or the Company’s Amended and Restated 2009 Equity Incentive Plan, as amended, as applicable. Except as provided herein, vesting of your equity awards will cease as of the Separation Date.

(d)Health Insurance; COBRA. Provided that you or your covered dependents, as the case may be, timely elect continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums for the coverage that the Company was paying for as of the Separation Date, to continue your (and your covered dependents’, as applicable) health insurance coverage in effect on the Separation Date until the earliest of: (1) the end of the twelfth (12th)month following the Separation Date; (2) the date when you become eligible for group health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (1)-(3), (the “COBRA Premium Period”)). In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Premium Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Premium Period. You may (but are not obligated to) use such payments toward the cost of your COBRA premiums.

(e)Consulting Agreement. As part of this Agreement, the Companyagrees to engage you as a Consultant, pursuant to the following terms and conditions (the “Consulting Relationship”):

(i)Consulting Period. The Consulting Relationship will be deemed to have commenced on the Separation Date and will continue for a period of three (3) months following the Separation Date (i.e. February 14, 2022), unless terminated earlier pursuant to Section 3(e)(vii) below (the “Consulting Period”). The Consulting Period can only be extended by a writing signed by you and the Company’s CEO.

(ii)Consulting Services. You agree to provide consulting services to the Company in any area of your expertise, including but not limited to, providing transition services as requested by the Company, and completing other assignments as requested (the “Consulting Services”). You agree to exercise the highest degree of professionalism and utilize your expertise and

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creative talents in performing these services. You agree to make yourself available to perform such Consulting Services throughout the Consulting Period, on an as-needed basis, although unless otherwise mutually agreed upon in writing by you and the Company, the Consulting Services provided by you to the Company shall not exceed ten (10) hours per week for the duration of the Consulting Period. You will not be required to report to the Company’s offices during the Consulting Period, except as specifically requested by the Company. When providing such services, you shall abide by the Company’s policies and procedures.

(iii)Independent Contractor Relationship. Your relationship with the Company during the Consulting Period will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship after the Separation Date. Other than your COBRA rights, you will not be entitled to any of the benefits that the Company may make available to its employees, including but not limited to, group health or life insurance, profit-sharing or retirement benefits, and you acknowledge and agree that your relationship with the Company during the Consulting Period will not be subject to the Fair Labor Standards Act or other laws or regulations governing employment relationships.

(iv)Consideration for Consulting Services; Consulting Fees. During the Consulting Period, you will be compensated at a mutually agreeable rate for your Consulting Services (the “Consulting Fees”). You will submit detailed invoices of your Consulting Services on a monthly basis, and the Company will provide payment of any owed Consulting Fees within thirty (30) days after receipt of such invoices. The Company will not withhold from the Consulting Fees any amount for taxes, social security or other payroll deductions. The Company will report your Consulting Fees on an IRS Form 1099. You acknowledge that you will be entirely responsible for payment of any taxes that may be due with regard to the Consulting Fees, and you hereby indemnify, defend and save harmless the Company, and its officers and directors in their individual capacities, from any liability for any taxes, penalties or interest that may be assessed by any taxing authority with respect to the Consulting Fees (with the exception of the employer’s share of social security, if any). The Company encourages you to obtain professional advice from an advisor of your choice with respect to the tax treatment of, and any and all tax issues with respect to, the Consulting Fees.

(v)Limitations on Authority. You will have no responsibilities or authority as a consultant to the Company other than as provided above. You will have no authority to bind the Company to any contractual obligations, whether written, oral or implied, except with the authorization of the Company’s CEO. Further, except as part of your Consulting Services, you agree not to represent or purport to represent the Company in any manner whatsoever to any third party (including but not limited to customers, potential customers, investors, business partners or vendors), unless authorized by the Company’s CEO to do so.

(vi)Confidential Information and Inventions. You agree that, during the Consulting Period and thereafter, you will not use or disclose, other than in furtherance of the Consulting Services, any confidential or proprietary information or materials of the Company, including any confidential or proprietary information that you obtain or develop in the course of performing the Consulting Services. Any and all work product you create in the course of performing the Consulting Services will be the sole and exclusive property of the Company. You hereby assign to the Company all right, title, and interest in all inventions, techniques, processes, materials, and other

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intellectual property developed in the course of performing the Consulting Services. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(vii)Early Termination of Consulting Period. Without waiving any other rights or remedies, the Company has the immediate right to terminate the Consulting Relationship if the Company determines that you have breached this Agreement (including any breach of any of the representations, warranties or Consulting Service commitments made by you in this Agreement) or your continuing obligations owed to the Company (including, but not limited to, the obligations in Section 6, Section 7, Section 12 and the PIICA (as defined below)). Additionally, each party has the right to terminate the Consulting Relationship at time and for any reason, upon ten (10) days’ advance written notice to the other respective party.

(viii)Other Work Activities / Representations. Throughout the Consulting Period, you retain the right to engage in employment, consulting, or other work relationships in addition to your Consulting Services for the Company, so long as such activities do not present a conflict of interest with the Company’s business or interfere with your continuing obligations owed to the Company. In the event that it is unclear to you whether a particular activity would breach this commitment, you agree to contact the Company’s CEO to seek clarification. You represent and warrant that you are self-employed in an independently established trade, occupation, or business, maintains and operate a business that is separate and independent from the Company’s business, hold yourself out to the public as independently competent and available to provide applicable services similar to the Consulting Services, have obtained and/or expect to obtain clients or customers other than the Company for whom you will perform services, and will perform work for the Company that you understand is outside the usual course of the Company’s business.

(f)Legal Fees Incurred in Negotiating the Agreement. You shall be reimbursed for your reasonable legal fees incurred in negotiating and drafting this Agreement, up to a maximum of up to $1,500, subject to your submission of a detailed invoice from legal counsel retained by you in connection herewith in your final documented expense reimbursement statement.

4.No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you have not earned, and will not earn by the Separation Date, and will not receive from the Company any additional compensation (including base salary, bonus, incentive compensation, or equity), severance, or benefits before or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account).

5.Expense Reimbursements. You agree that, within ten (10) days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

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6.Return of Company Property.On or within ten (10) days after the Separation Date, you will return to the Company all Company documents (and all copies thereof) and other Company property in your possession or control, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, contact information, financial information, specifications, training materials, computer-recorded information, tangible property including, but not limited to, computers, credit cards, entry cards, identification badges and keys; and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). Without limiting the generality of the foregoing or your confidentiality obligations to the Company, you may retain your Company-issued computer following the Separation Date, provided that you shall first be required to provide the Company with access to your Company-issued computer in order to perform necessary imaging, security, and access measures. You represent that you have made a diligent search to locate any such documents, property and information within the required timeframe. In addition, if you have used any personally owned computer, server, e-mail system, mobile phone, portable electronic device (e.g., smartphone, iPad or the like), (collectively, “Personal Systems”) to receive, store, prepare or transmit any Company confidential or proprietary data, materials or information, then within ten (10) days after the Separation Date, you will permanently delete and expunge all such Company confidential or proprietary information from such Personal Systems without retaining any copy or reproduction in any form (in whole or in part). Following your return of Company property pursuant to this Section, the Company may permit you to receive and/or use certain documents, equipment, and/or information reasonably necessary to perform the Consulting Services, all of which you shall return to the Company by the last day of the Consulting Period, or earlier upon the Company’s request, without retaining any copies or embodiments (in whole or in part). You agree that, after the applicable timeframes noted above, you will neither use nor possess Company property. Your timely compliance with this paragraph is a condition precedent to your receipt of the Severance Benefits described above.

7.Confidentiality.The provisions of this Agreement will be held in strictest confidence by you and will not be publicized or disclosed by you in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement in confidence to your immediate family and to your attorneys, accountants, tax preparers and financial advisors; and (b) you may disclose this Agreement pursuant to a government investigation, if necessary to enforce its terms, or as otherwise required by law. In particular, and without limitation, you agree not to disclose the terms of this Agreement to any current or former Company employee. Notwithstanding any provision in this Agreement to the contrary, nothing herein shall prevent you from disclosing the fact or terms of this Agreement as part of any government investigation, or prohibit you from filing a charge, complaint, or report with, or otherwise communicating with, providing information to, or cooperating, or participating with any investigation or proceeding by or before the Equal Employment Opportunity Commission, the United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local government agency or commission.

8.No Admissions.You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

9.Release of Claims.

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(a)General Release. In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date you sign this Agreement (collectively, the “Released Claims”).

(b)Scope of Release. The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to your employment with or services for the Company, or the termination of that employment or those services; (ii) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; (iii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

(c)Excluded Claims & Protected Rights. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to the Company’s charter documents, any written indemnification agreement with the Company to which you are a party, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that you acknowledge and agree that you hereby waive your right to any monetary benefits in connection with any such claim, charge or proceeding. Additionally, while this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.

(d)ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, and that the consideration given for the waiver and release in this Section is in addition to anything of value to which you are already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (i) your waiver and release do not apply to any rights or claims that may arise after the date that you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it earlier); (iv) you have seven (7) days following the date you sign this Agreement to revoke it (by providing written notice of your revocation to me); and

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(v) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after the date that this Agreement is signed by you provided that you do not revoke it (the “Effective Date”).

(e)Company Release. The Company hereby and forever releases you from any and all claims, liabilities or obligations that the Company may possess against you, relating to any matters of any kind, arising from any omissions, acts, facts, or damages that have occurred up until and including the date the Company signs this Agreement, including without limitation any and all claims relating to or arising from your employment relationship with the Company and the termination of that relationship. This release does not extend to claims arising at any time from your contractual and statutory obligations to the Company, including without limitation your obligations to refrain from the unauthorized use or disclosure of proprietary or trade secret information belonging to the Company; nor to any claims arising at any time from your willful misconduct which causes material injury to the Company; nor to any claims that cannot be released as a matter of law.  The Company represents that it has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.

10.Section 1542 Waiver. In giving the release herein, which includes claims which may be unknown to you and the Company at present, you and the Company acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

You and the Company hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your and the Company’s release of claims herein, including but not limited to your and the Company’s release of unknown claims.

11.Representations.You hereby represent that you have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise, and have not suffered any on-the-job injury for which you have not already filed a workers’ compensation claim.

12.Continuing Obligations; Non-Disparagement; Mitigation.You acknowledge and reaffirm your continuing obligations under your signed Proprietary Information, Invention and Confidentiality Agreement (“PIICA”), attached hereto as Exhibit A and which is incorporated herein by reference, and agree to abide by those continuing obligations. You also agree not to disparage the Company, its officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to its or their business, business reputation, or personal reputation; provided that you may respond accurately and fully to any question, inquiry or request for information when required by legal process. The Company agrees to instruct its current executive officers and members of the Company’s Board of Directors (the “Non-Disparagement Parties”) not to disparage you in any manner likely to be harmful to your business reputation or personal reputation; provided that the Non-Disparagement Parties may respond accurately and fully to any question, inquiry or request for information when

259478426 v4

 

Page 8

required or permitted by legal process. You understand that the obligations under the foregoing sentence extend only to the Company’s current executive officers and members of its Board of Directors, and only for so long as they are executive officers or directors of the Company. The Severance Benefits described above shall immediately cease, and no further payments or benefits shall be made or provided, in the event that you materially breach Section 6, Section 7, this Section 12 or the PIICA (provided, however, that your right to Severance Benefits will be restored, and any omitted payments will be made to you promptly, if the Board of Directors of the Company (the “Board”), in its reasonable good faith judgment, determines that such breach is curable, and you cure the breach to the reasonable satisfaction of the Board within 30 days of having been notified thereof. You agree to cooperate with the Company and to provide timely notice as to your activities following the Separation Date so that the Company may monitor your obligation under this Section 12.

13.Miscellaneous. This Agreement, including Exhibit A, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. The Company may freely assign this Agreement, without your prior written consent. You may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California without regard to conflict of laws principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. Signatures on this Agreement communicated by facsimile or other similar electronic transmission or a digital signature provided through DocuSign (or some other similar service) shall be considered an original signature, and the use of electronic signatures and the keeping of records in electronic form be granted the same legal effect, validity, or enforceability as a signature affixed by hand or the use of a paper-based record keeping system to the extent and as provided for in any applicable law including the Federal Electronic Signatures in Global and National Commerce Act, California digital signature regulations, or any other similar state laws based on the Uniform Electronic Transactions Act.

If this Agreement is acceptable to you, please sign below and return the original to me. You have twenty-one (21) calendar days to decide whether you would like to accept this Agreement, and the Company’s offer contained herein will automatically expire if you do not sign and return it within this timeframe.

We look forward to continuing to work with you during the Consulting Period and wish you the best in your future endeavors.

259478426 v4

 

Page 9

Sincerely,

S&W Seed Company

By:/s/ Mark Wong

Mark Wong

CEO

Exhibit A – Proprietary Information, Invention and Confidentiality Agreement

I have read, understand and agree fully to the foregoing Agreement:

/s/ Matthew K. Szot

Matthew K. Szot

11/14/2021

Date

259478426 v4

 

Exhibit 10.3

Exhibit A

Proprietary Information, Invention and Confidentiality Agreement

(attached)

259478426 v4

 

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Mark W. Wong, certify that:

1. I have reviewed this report on Form 10-Q of S&W Seed Company (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this  report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 10, 2022

/s/ Mark W. Wong

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Elizabeth Horton, certify that:

1. I have reviewed this report on Form 10-Q of S&W Seed Company (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this  report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 10, 2022

/s/ Elizabeth Horton

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of S&W Seed Company, or the Company, for the quarter ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Mark W. Wong, President and Chief Executive Officer of the Company, certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 780(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 10, 2022

/s/ Mark W. Wong

Mark W. Wong

President and Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of S&W Seed Company, or the Company, for the quarter ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Elizabeth Horton, Chief Financial Officer of the Company, certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 780(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 10, 2022

/s/ Elizabeth Horton

Elizabeth Horton

Chief Financial Officer

(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2021	Feb. 10, 2022
Cover [Abstract]
Entity Registrant Name	S&W Seed Co
Entity Central Index Key	0001477246
Document Type	10-Q
Document Period End Date	Dec. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-34719
Entity Tax Identification Number	27-1275784
Entity Address, Address Line One	2101 Ken Pratt Blvd
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Longmont
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80501
City Area Code	720
Local Phone Number	506-9191
Entity Common Stock, Shares Outstanding		38,907,716
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Trading Symbol	SANW
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV
Document Quarterly Report	true
Document Transition Report	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Jun. 30, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 2,722,066	$ 3,527,937
Accounts receivable, net	16,421,053	19,389,213
Inventories, net	67,700,645	63,395,256
Prepaid expenses and other current assets	1,361,838	1,555,530
TOTAL CURRENT ASSETS	88,205,602	87,867,936
Property, plant and equipment, net	17,677,729	17,740,974
Intangibles, net	35,671,019	37,130,942
Goodwill	1,599,649	1,651,634
Other assets	7,096,984	7,079,490
TOTAL ASSETS	150,250,983	151,470,976
CURRENT LIABILITIES
Accounts payable	16,727,229	15,947,918
Deferred revenue	5,888,138	385,328
Accrued expenses and other current liabilities	8,691,302	9,134,869
Current portion of working capital lines of credit, net	15,153,160	33,946,565
Current portion of long-term debt, net	8,508,018	1,681,166
TOTAL CURRENT LIABILITIES	54,967,847	61,095,846
Long-term working capital lines of credit, less current portion	22,344,308	0
Long-term debt, net, less current portion	4,854,778	11,590,500
Contingent consideration obligation	183,002	741,552
Other non-current liabilities	3,740,519	3,649,885
TOTAL LIABILITIES	86,090,454	77,077,783
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.001 par value; 75,000,000 shares authorized; 38,914,660 issued and 38,889,660 outstanding at December 31, 2021; 36,772,983 issued and 36,747,983 outstanding at June 30, 2021;	38,915	36,773
Treasury stock, at cost, 25,000 shares	(134,196)	(134,196)
Additional paid-in capital	155,853,135	149,684,357
Accumulated deficit	(85,506,986)	(69,311,909)
Accumulated other comprehensive loss	(6,058,604)	(5,850,826)
Noncontrolling interests	(31,735)	(31,006)
TOTAL STOCKHOLDERS' EQUITY	64,160,529	74,393,193
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 150,250,983	$ 151,470,976

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Jun. 30, 2021
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	38,914,660	36,772,983
Common stock, shares outstanding	38,889,660	36,747,983
Treasury stock, shares	25,000	25,000

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 12,631,409	$ 15,051,331	$ 28,163,090	$ 28,906,717
Cost of revenue	10,971,045	13,013,171	23,376,057	25,087,625
Gross profit	1,660,364	2,038,160	4,787,033	3,819,092
Operating expenses
Selling, general and administrative expenses	7,091,093	5,920,286	12,678,727	10,605,030
Research and development expenses	2,110,413	2,109,303	4,105,541	4,125,989
Depreciation and amortization	1,373,653	1,411,890	2,704,698	2,789,978
Gain on disposal of property, plant and equipment	(17,773)	(41,068)	(35,840)	(42,068)
Total operating expenses	10,557,386	9,400,411	19,453,126	17,478,929
Loss from operations	(8,897,022)	(7,362,251)	(14,666,093)	(13,659,837)
Other expense
Foreign currency loss (gain)	258,482	(203,770)	421,028	(104,553)
Change in contingent consideration obligation	(466,376)	330,699	(528,630)	435,519
Interest expense - amortization of debt discount	221,196	257,523	413,391	367,660
Interest expense	613,465	606,059	1,131,950	1,178,342
Loss before income taxes	(9,523,789)	(8,352,762)	(16,103,832)	(15,536,805)
Provision for income taxes	257,776	42,480	91,974	44,312
Net loss	(9,781,565)	(8,395,242)	(16,195,806)	(15,581,117)
Net income (loss) attributed to noncontrolling interests	13,537	71,210	(729)	58,095
Net loss attributable to S&W Seed Company	$ (9,795,102)	$ (8,466,452)	$ (16,195,077)	$ (15,639,212)
Net loss attributable to S&W Seed Company per common share:
Basic	$ (0.25)	$ (0.25)	$ (0.43)	$ (0.47)
Diluted	$ (0.25)	$ (0.25)	$ (0.43)	$ (0.47)
Weighted average number of common shares outstanding:
Basic	38,461,049	33,547,868	37,617,457	33,498,952
Diluted	38,461,049	33,547,868	37,617,457	33,498,952

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (9,781,565)	$ (8,395,242)	$ (16,195,806)	$ (15,581,117)
Foreign currency translation adjustment, net of income taxes	253,349	257,128	(207,778)	533,966
Comprehensive loss	(9,528,216)	(8,138,114)	(16,403,584)	(15,047,151)
Comprehensive income (loss) attributable to noncontrolling interests	13,537	71,210	(729)	58,095
Comprehensive loss attributable to S&W Seed Company	$ (9,541,753)	$ (8,209,324)	$ (16,402,855)	$ (15,105,246)

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interests	Accumulated Other Comprehensive Loss
Beginning Balance, amount at Jun. 30, 2020	$ 81,335,977	$ 33,458	$ (134,196)	$ 137,809,540	$ (50,140,942)	$ (120,459)	$ (6,111,424)
Beginning Balance, shares at Jun. 30, 2020		33,457,861	(25,000)
Stock-based compensation - options, restricted stock, and RSUs	881,625			881,625
Net issuance to settle RSUs, amount	(47,686)	$ 232		(47,918)
Net issuance to settle RSUs, shares		232,481
Proceeds from sale of common stock, net of fees and expenses	1,385,926	$ 499		1,385,427
Proceeds from sale of common stock, net of fees and expenses, shares		499,318
Other comprehensive income (loss)	533,966						533,966
Net income (loss)	(15,581,117)				(15,639,212)	58,095
Ending Balance, amount at Dec. 31, 2020	68,508,691	$ 34,190	$ (134,196)	140,028,674	(65,780,154)	(62,365)	(5,577,458)
Ending Balance, shares at Dec. 31, 2020		34,189,660	(25,000)
Beginning Balance, amount at Sep. 30, 2020	74,730,081	$ 33,476	$ (134,196)	138,112,664	(57,313,702)	(133,575)	(5,834,586)
Beginning Balance, shares at Sep. 30, 2020		33,475,569	(25,000)
Stock-based compensation - options, restricted stock, and RSUs	561,216			561,216
Net issuance to settle RSUs, amount	(30,418)	$ 215		(30,633)
Net issuance to settle RSUs, shares		214,773
Proceeds from sale of common stock, net of fees and expenses	1,385,926	$ 499		1,385,427
Proceeds from sale of common stock, net of fees and expenses, shares		499,318
Other comprehensive income (loss)	257,128						257,128
Net income (loss)	(8,395,242)				(8,466,452)	71,210
Ending Balance, amount at Dec. 31, 2020	68,508,691	$ 34,190	$ (134,196)	140,028,674	(65,780,154)	(62,365)	(5,577,458)
Ending Balance, shares at Dec. 31, 2020		34,189,660	(25,000)
Beginning Balance, amount at Jun. 30, 2021	74,393,193	$ 36,773	$ (134,196)	149,684,357	(69,311,909)	(31,006)	(5,850,826)
Beginning Balance, shares at Jun. 30, 2021		36,772,983	(25,000)
Stock-based compensation - options, restricted stock, and RSUs	1,408,515			1,408,515
Net issuance to settle RSUs, amount	(158,288)	$ 293		(158,581)
Net issuance to settle RSUs, shares		293,486
Proceeds from sale of common stock, net of fees and expenses	4,920,693	$ 1,849		4,918,844
Proceeds from sale of common stock, net of fees and expenses, shares		1,848,191
Other comprehensive income (loss)	(207,778)						(207,778)
Net income (loss)	(16,195,806)				(16,195,077)	(729)
Ending Balance, amount at Dec. 31, 2021	64,160,529	$ 38,915	$ (134,196)	155,853,135	(85,506,986)	(31,735)	(6,058,604)
Ending Balance, shares at Dec. 31, 2021		38,914,660	(25,000)
Beginning Balance, amount at Sep. 30, 2021	67,873,903	$ 36,802	$ (134,196)	150,040,406	(75,711,884)	(45,272)	(6,311,953)
Beginning Balance, shares at Sep. 30, 2021		36,802,094	(25,000)
Stock-based compensation - options, restricted stock, and RSUs	1,014,203			1,014,203
Net issuance to settle RSUs, amount	(117,573)	$ 265		(117,838)
Net issuance to settle RSUs, shares		265,223
Proceeds from sale of common stock, net of fees and expenses	4,918,212	$ 1,848		4,916,364
Proceeds from sale of common stock, net of fees and expenses, shares		1,847,343
Other comprehensive income (loss)	253,349						253,349
Net income (loss)	(9,781,565)				(9,795,102)	13,537
Ending Balance, amount at Dec. 31, 2021	$ 64,160,529	$ 38,915	$ (134,196)	$ 155,853,135	$ (85,506,986)	$ (31,735)	$ (6,058,604)
Ending Balance, shares at Dec. 31, 2021		38,914,660	(25,000)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (16,195,806)	$ (15,581,117)
Adjustments to reconcile net loss from operating activities to net cash used in operating activities
Stock-based compensation	1,408,515	881,625
Change in allowance for doubtful accounts	221,163	(32,180)
Inventory write-down	742,035	945,748
Depreciation and amortization	2,704,698	2,789,978
Gain on disposal of property, plant and equipment	(35,840)	(42,068)
Change in foreign exchange contracts	239,713	(489,504)
Change in contingent consideration obligation	(528,630)	435,519
Amortization of debt discount	413,391	367,660
Changes in:
Accounts receivable	2,513,639	6,774,943
Inventories	(5,741,778)	(6,939,539)
Prepaid expenses and other current assets	170,844	(28,889)
Other non-current asset	(95,186)	53,188
Accounts payable	1,131,032	5,004,596
Deferred revenue	5,504,147	721,595
Accrued expenses and other current liabilities	(505,240)	(2,507,353)
Other non-current liabilities	(12,521)	(241,281)
Net cash used in operating activities	(8,065,824)	(7,887,079)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(1,227,368)	(346,980)
Proceeds from disposal of property, plant and equipment	21,113	629,449
Net cash (used in) provided by investing activities	(1,206,255)	282,469
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock	4,920,693	1,385,926
Taxes paid related to net share settlements of stock-based compensation awards	(158,288)	(47,686)
Borrowings and repayments on lines of credit, net	3,911,452	6,045,840
Borrowings of long-term debt	875,683	0
Debt issuance costs	(112,084)	(92,727)
Repayments of long-term debt	(737,843)	(1,462,798)
Net cash provided by financing activities	8,699,613	5,828,555
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(233,405)	579,040
NET DECREASE IN CASH & CASH EQUIVALENTS	(805,871)	(1,197,015)
CASH AND CASH EQUIVALENTS, beginning of the period	3,527,937	4,123,094
CASH AND CASH EQUIVALENTS, end of period	2,722,066	2,926,079
Cash paid during the period for:
Interest	1,133,113	1,328,818
Income taxes	$ 50,942	$ 105,699

XML

Background and Organization

6 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

BACKGROUND AND ORGANIZATION

NOTE 1 - BACKGROUND AND ORGANIZATION

Organization

The Company began as S&W Seed Company, a general partnership, in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. The Company incorporated a corporation with the same name in Delaware in October 2009, which is the successor entity to Seed Holding, LLC, having purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company’s initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the general partnership’s original business. Seed Holding, LLC remains a consolidated subsidiary of the Company.

In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly-owned subsidiary, S&W Seed Company, a Nevada corporation.

In April 2013, the Company, together with its wholly-owned subsidiary, S&W Holdings Australia Pty Ltd, an Australia corporation (f/k/a S&W Seed Australia Pty Ltd), or S&W Holdings, consummated an acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation, or SGI, from SGI’s shareholders. In April 2018, SGI changed its name to S&W Seed Company Australia Pty Ltd, or S&W Australia.

In September 2018, the Company and AGT Foods Africa Proprietary Limited, or AGT, formed a venture based in South Africa named SeedVision Proprietary Limited, or SeedVision. SeedVision will leverage AGT's African-based production and processing facilities to produce S&W's hybrid sunflower, grain sorghum, and forage sorghum to be sold by SeedVision in the African continent, Middle East countries, and Europe.

As part of the Company’s 2018 acquisition of all the assets of Chromatin, Inc., the Company acquired 51.0% of Sorghum Solutions South Africa.

In February 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics Ltd., or Pasture Genetics, from Pasture Genetics’ sole shareholder.

Business Overview

Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural seeds. The Company owns seed cleaning and processing facilities, which are located in Nampa, Idaho, Dumas, Texas, New Deal, Texas, Keith, South Australia and Penfield, South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company began its stevia initiative in fiscal year 2010 and is currently focused on breeding improved varieties of stevia and developing marketing and distribution programs for its stevia products.

The Company has also been actively engaged in expansion initiatives through a combination of organic growth and strategic acquisitions.

The Company had a long-term distribution agreement with Pioneer Hi-Bred International, Inc., or Pioneer, now a subsidiary of Corteva Agriscience, Inc., which is jointly referred to as Corteva, regarding conventional (non-GMO) varieties, and a production agreement with Pioneer (relating to GMO-traited varieties). These agreements were terminated on May 20, 2019. See Note 4 for further discussion.

In May 2016, the Company acquired the assets and business of SV Genetics, a private Australian company specializing in the breeding and licensing of proprietary hybrid sorghum and sunflower seed germplasm, which represented the Company’s initial effort to diversify its product portfolio beyond alfalfa seed and stevia.

In October 2018, the Company acquired substantially all of the assets of Chromatin, Inc., a U.S.-based sorghum genetics and seed company, as part of the Company's efforts to expand its penetration into the hybrid sorghum market.

In August 2019, S&W Australia, a wholly owned subsidiary of S&W Seed Company, licensed certain wheat germplasm varieties and acquired certain equipment from affiliates of Corteva. In the transaction, S&W Australia paid a one-time license fee of $2.3 million and an equipment purchase price of $0.3 million. The license has an initial term of 15 years.

In February 2020, S&W Australia acquired Pasture Genetics, the third largest pasture seed company in Australia, as part of the Company’s efforts to diversify its product offerings and expand its distribution channels.

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Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests.

The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision.

The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa.

Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements.  The Company recorded a combined $0.5 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of December 31, 2021. The Company recorded a combined $0.6 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of June 30, 2021.  

Unaudited Interim Financial Information

The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2022. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report, as filed with the SEC.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared.

However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically.

Certain Risks and Concentrations

The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. Four customers accounted for 23% of its revenue for the three months ended December 31, 2021 and one customer accounted for 29% of its revenue for the three months ended December 31, 2020. Five customers accounted for 24% of its revenue for the six months ended December 31, 2021 and one customer accounted for 21% of its revenue for the six months ended December 31, 2020.

Two customers accounted for 22% of the Company’s accounts receivable at December 31, 2021. One customer accounted for 11% of the Company’s accounts receivable at June 30, 2021.

The Company sells a substantial portion of its products to international customers. Sales to international markets represented 81% and 55% of revenue during the three months ended December 31, 2021 and 2020, respectively. Sales to international markets represented 78% and 58% of revenue during the six months ended December 31, 2021 and 2020, respectively. The net book value of fixed assets located outside the United States was 23% and 19% of total fixed assets at December 31, 2021 and June 30, 2021, respectively. Cash balances located outside of the United States may not be insured and totaled $216,555 and $204,813 at December 31, 2021 and June 30, 2021, respectively.

The following table shows revenue from external sources by destination country:

	Three Months Ended December 31,								Six Months Ended December 31,
	2021				2020				2021				2020
United States	$	2,404,078	19	%	$	6,738,493	45	%	$	6,069,406	22	%	$	12,100,270	42	%
Australia		2,245,847	18	%		2,059,429	14	%		5,679,852	20	%		4,841,892	17	%
Saudi Arabia		1,680,546	13	%		860,282	6	%		5,147,756	18	%		2,059,192	7	%
Pakistan		2,067,507	16	%		1,183,752	8	%		2,231,561	8	%		1,183,667	4	%
Argentina		1,058,308	8	%		312,819	2	%		1,409,147	5	%		976,894	3	%
South Africa		914,552	7	%		187,960	1	%		1,378,781	5	%		412,960	1	%
Libya		44,000	0	%		—	0	%		1,088,000	4	%		484,645	2	%
Sudan		—	0	%		480,626	3	%		819,618	3	%		480,626	2	%
China		265,584	2	%		652,766	4	%		738,709	3	%		1,788,856	6	%
Canada		79,200	1	%		1,120	0	%		482,020	2	%		393,080	1	%
Other		1,871,787	16	%		2,574,084	17	%		3,118,240	10	%		4,184,635	15	%
Total	$	12,631,409	100	%	$	15,051,331	100	%	$	28,163,090	100	%	$	28,906,717	100	%

Liquidity and Covid-19 Pandemic

The Company is monitoring the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implemented measures designed to protect the health and safety of its employees while continuing its operations.  

The Company’s sales efforts historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In particular, the Company’s sales cycle is highly seasonal, and the majority of its sales season activities for the United States and Australia are typically concentrated between March and June of each year. If ongoing measures to protect against COVID-19 remain in effect throughout the 2022 sales season, the Company may experience similar negative impacts that it experienced during the 2020 and 2021 sales seasons.

Further, vaccine mandates may be enforced in jurisdictions in which our business operates. Although it is not possible to predict with certainty the impact of these measures on our business and workforce, these requirements may result in attrition, difficulty securing future labor needs, and may further disrupt the national supply chain, all of which could have a material adverse effect on our business, financial condition and results of operations.

In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, or if the Company is unable to timely fulfill their orders, this would adversely affect the Company’s product revenue.

During the year ended June 30, 2021 and the three and six months ended December 31, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs.  The Company expects these logistical challenges to persist throughout fiscal 2022, which may, among other things, delay or reduce its ability to recognize revenue within a particular fiscal period and harm its results of operations.

Given the level of uncertainty regarding the duration and broader impact of the COVID-19 pandemic, the Company is unable to fully assess the extent of its impact on the Company’s operations.

The Company’s loan and security agreement with CIBC Bank USA, or CIBC, and the Company’s secured promissory note with Conterra Agriculture Capital, LLC, or Conterra, which mature on December 23, 2022 and November 30, 2022, respectively, contain various operating and financial covenants (See Note 8). The COVID-19 pandemic has increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the Company was not in compliance with certain of these covenants as of June 30, 2021 and was required to obtain waivers and/or amendments from CIBC and Conterra. As of December 31, 2021, the Company obtained a covenant waiver from CIBC, due to its CFO transition costs, to continue to be in compliance with the financial covenants under our loan agreement with CIBC. The CIBC loan agreement also requires the Company to maintain minimum liquidity of no less than $3,000,000 at all times. The Company believes it is uncertain it will be able to generate sufficient cash flow from operations or maintain sufficient liquidity to meet these covenants in future periods. Additionally, there can be no assurance that existing lenders will agree to refinance the CIBC and Conterra loan facilities, either through its existing lenders or potential new lenders. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company will need to raise additional capital or secure future waivers and/or amendments from its lenders or obtain financing from new lenders. There can be no assurance the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, or renewing or refinancing its existing debt or obtaining financing from new lenders. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets.              

International Operations

The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations.

Cost of Revenue

The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation.

Accounts Receivable

The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $288,831 and $57,582 at December 31, 2021 and June 30, 2021, respectively.

Inventories

Inventories consist of seed and packaging materials.

Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities.

Inventory is periodically reviewed to determine if it is marketable, obsolete, or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage.  Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern.  Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents.  The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality.

Components of inventory are:

	December 31, 2021		June 30, 2021
Raw materials and supplies	$	2,258,083	$	2,722,832
Work in progress		14,496,925		6,662,006
Finished goods		50,945,637		54,010,418
	$	67,700,645	$	63,395,256

Property, Plant and Equipment

Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 2-20 years for machinery and equipment, and 2-5 years for vehicles. 

Intangible Assets

Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 26 years for technology/IP/germplasm, 20 years for customer relationships, 16 years for trade names, 18 years for license agreements and 18 years for other intangible assets.

Goodwill

Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill.

The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 on its one reporting unit and determined that goodwill was not impaired. See Note 6 for further information.

Investment in Bioceres S.A.

The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina.  The carrying value of the investment is $1.3 million at December 31, 2021 and June 30, 2021, and the investment is included in Other Assets on the Consolidated Balance Sheet.

The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities beginning July 1, 2018.  As such, this investment is accounted for in accordance with ASC 321, Investments – Equity Securities. As the stock is not publicly traded, the Company has elected to account for its investment at cost, with adjustments to fair value when there are observable transactions that provide an indicator of fair value.  In addition, if qualitative factors indicate a potential impairment, fair value must be estimated, and the investment written down to that fair value if it is lower than the carrying value.  

No adjustments for impairment or observable transactions were made for the three months or six months ended December 31, 2021 or December 31, 2020.  

Research and Development Costs

The Company is engaged in ongoing research and development, or R&D, of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the three and six months ended December 31, 2021 and December 31, 2020 has been affected by the valuation allowance on the Company’s deferred tax assets.

Net Income (Loss) Per Common Share Data

Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. 

Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options and restricted stock awards. 

The treasury stock method is used for stock options and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator.

The calculation of Basic and Diluted EPS is shown in the table below. 

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Numerator:
Net loss attributable to S&W Seed Company	$	(9,795,102	)	$	(8,466,452	)	$	(16,195,077	)	$	(15,639,212	)
Numerator for basic and diluted EPS		(9,795,102	)		(8,466,452	)		(16,195,077	)		(15,639,212	)
Denominator:
Denominator for basic EPS-weighted- average    shares		38,461,049			33,547,868			37,617,457			33,498,952
Effect of dilutive securities:
Employee stock options		—			—			—			—
Employee restricted stock units		—			—			—			—
Dilutive potential common shares		—			—			—			—
Denominator for diluted EPS - adjusted weighted    average shares and assumed conversions		38,461,049			33,547,868			37,617,457			33,498,952
Basic EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)
Diluted EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)

The effects of employee stock options and restricted stock units are excluded because they would be anti-dilutive due to the Company’s net loss for the three and six months ended December 31, 2021 and 2020.  

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 6 for impairment discussion.

Derivative Financial Instruments

Foreign Exchange Contracts

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts.

The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings.

Fair Value of Financial Instruments

The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows:

• Level 1. Observable inputs such as quoted prices in active markets;

• Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates.

Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows:

	Fair Value Measurements as of December 31, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract asset	$	—	$	336,796	$	—
Contingent consideration obligations	$	—	$	—	$	183,002
Total	$	—	$	336,796	$	183,002

	Fair Value Measurements as of June 30, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract liability	$	—	$	96,466	$	—
Contingent consideration obligations	$	—	$	—	$	741,552
Total	$	—	$	96,466	$	741,552

Recently Adopted Accounting Pronouncements

The Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes effective July 1, 2020. This ASU is intended to simplify various aspects to accounting for income taxes by removing certain exceptions to the general principles of Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of this ASU had no impact on the Company’s consolidated financial statements and related disclosures. 

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Leases

6 Months Ended

Dec. 31, 2021

Lessee Disclosure [Abstract]

LEASES

NOTE 3 - LEASES

S&W leases office and laboratory space, research plots and equipment used in connection with its operations under various operating and finance leases.

Right-of-use, or ROU, assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the net present value of the Company’s obligation to make payments arising from these leases. The lease liabilities are based on the present value of fixed lease payments over the lease term using the implicit lease interest rate or, when unknown, the Company's incremental borrowing rate on the lease commencement date or July 1, 2019 for leases that commenced prior to that date. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less, or short-term leases, are not recorded on the accompanying consolidated balance sheet.

The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component under the practical expedient provisions of the standard. The Company has lease agreements with terms less than one year. For the qualifying short-term leases, the Company elected the short-term lease recognition exemption in which the Company will not recognize ROU assets or lease liabilities, including the ROU assets or lease liabilities for existing short-term leases of those assets in upon adoption.

Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities.  Variable lease payments and short-term lease expenses were immaterial to the Company’s financial statements for the three and six months ended December 31, 2021. The Company’s lease agreements do not contain material restrictive covenants.

The components of lease assets and liabilities are as follows:

Leases	Balance Sheet Classification	December 31, 2021
Assets:
Right of use assets - operating leases	Other assets	$	4,460,066
Right of use assets - finance leases	Other assets		2,323,133
Accumulated amortization - finance leases	Other assets		(1,194,418	)
Right of use assets - finance leases, net	Other assets		1,128,715
Total lease assets		$	5,588,781
Liabilities:
Current portion of long-term debt, net	Current portion of long-term debt, net		865,143
Current lease liabilities	Accrued expenses and other current liabilities		1,338,791
Long-term debt, net	Long-term debt, net		783,665
Long-term lease liabilities	Other long-term liabilities		3,524,463
Total lease liabilities		$	6,512,062

The components of lease cost are as follows:

Leases	Income Statement Classification	Three Months Ended December 31, 2021		Six Months Ended December 31, 2021
Operating lease cost	Cost of revenue	$	172,759	$	345,341
Operating lease cost	Selling, general and administrative expenses		81,481		163,524
Operating lease cost	Research and development expenses		108,158		230,438
Finance lease cost	Depreciation and amortization		163,815		347,077
Total lease costs		$	526,213	$	1,086,380

Maturities of lease liabilities as of December 31, 2021 are as follows:

	Operating Leases			Finance Leases
Remainder of 2022	$	908,679		$	475,062
2023		1,250,404			874,196
2024		1,147,436			295,238
2025		807,304			62,881
2026		720,727			23,577
After 2026		447,434			—
Total lease payments		5,281,984			1,730,954
Less: Interest		(418,730	)		(82,146	)
Present value of lease liabilities	$	4,863,254		$	1,648,808

The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of December 31, 2021:

Operating lease remaining lease term	4.4 years
Operating lease discount rate		4.16	%
Finance lease remaining lease term	1.9 years
Finance lease discount rate		5.11	%
Cash paid for operating leases	$	558,284
Cash paid for finance leases	$	719,092

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Pioneer Relationship

6 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

PIONEER RELATIONSHIP

NOTE 4 – PIONEER RELATIONSHIP

Distribution and Production Agreements with Pioneer

In 2014, the Company purchased from Pioneer certain assets related to alfalfa and entered into a long-term contract to sell alfalfa seed to Pioneer under a production agreement (GMO varieties) and a distribution agreement (conventional varieties). Under the production and distribution agreements with Pioneer, the Company grew, processed, and delivered alfalfa seed for and to Pioneer.  See Note 5 for a discussion of the recognition of revenue under these agreements.  

On May 22, 2019, the Company and Pioneer terminated the production and distribution agreements.  As part of the termination, Pioneer’s parent company, Corteva, agreed to purchase from the Company certain quantities of seed held by the Company as of that date that Pioneer was not previously obligated to purchase.  Those quantities of seed were delivered to Corteva periodically through March 2021.  

The Company does not expect to sell any other products to Pioneer or Corteva beyond those quantities of seed.

License Agreement with Corteva

Contemporaneously with the terminations discussed above, the Company entered into a license agreement with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. The Company also assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties.  Corteva received no license to the Company's other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by the Company.

Payments Due from Corteva and Pioneer

The Company received payments of $45.0 million in fiscal 2019, $16.7 million in fiscal 2020, and $8.3 million in fiscal 2021, which totaled $70.0 million. Approximately $34.2 million of these amounts referenced above has been allocated to the license to the Company’s alfalfa varieties. The $34.2 million was reported as licensing revenue in the consolidated statement of operations for the fiscal year ended June 30, 2019.  

The remaining amounts were recognized as revenue as the seed was delivered to Corteva through March 2021.  The amount allocated to the seed represented the estimated standalone selling price of those quantities of seed, determined based on the Company’s normal profit margin on the quantities and varieties of seed that Corteva agreed to purchase.  The Company allocated approximately $1.8 million to an unbilled receivable related to revenue recognition at contract termination and the remainder of the payments was allocated to the license using a residual method approach. The unbilled receivable is $0 as of December 31, 2021 and June 30, 2021.

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Revenue Recognition

6 Months Ended

Dec. 31, 2021

Revenues [Abstract]

REVENUE RECOGNITION

NOTE 5 - REVENUE RECOGNITION

The Company derives its revenue from 1) the sale of seed, 2) milling and packaging services 3) research and development services and 4) product licensing agreements.

The following table disaggregates the Company’s revenue by type of contract:

	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
Pioneer product sales	$	—	$	4,069,433	$	—	$	5,699,955
Other product sales		11,818,392		10,408,743		26,723,793		22,271,496
Services		813,017		573,155		1,439,297		935,266
	$	12,631,409	$	15,051,331	$	28,163,090	$	28,906,717

Pioneer Product Sales

In the three and six months ended December 31, 2020, Pioneer product sales consisted of product shipments to Pioneer under the termination agreement discussed in Note 4.

Other Product Sales

Revenue from other product sales is recognized at the point in time at which control of the product is transferred to the customer. Generally, this occurs upon shipment of the product. Pricing for such transactions is negotiated and determined at the time the

contracts are signed. We have elected the practical expedient that allows us to account for shipping and handling activities as a fulfillment cost, and we accrue those costs when the related revenue is recognized.

The Company has certain contracts with customers that offer a limited right of return on certain branded products. The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for refund.  Returns are only accepted on product received by August 31^st of the current sales year.  The Company uses a historical returns percentage to estimate the refund liability and records a reduction of revenue in the period in which revenue is recognized.

Services

Revenue from milling, conditioning, and treating and packaging services, which are performed on the customer's product, is recognized as services are completed and the milled product is delivered to the customer.

Revenue from research and development services is recognized over time as the services are performed.

Payment Terms and Related Balance Sheet Accounts

Accounts receivable represent amounts that are payable to the Company by its customers subject only to the passage of time. Payment terms on invoices are generally 30 to 120 days for export customers and end of sales season (September 30^th) for branded products sold within the United States. As the period between the transfer of goods and/or services to the customer and receipt of payment is less than one year, the Company does not separately account for a financing component in its contracts with customers.

Unbilled receivables represent contract assets that arise when the Company has partially performed under a contract but is not yet able to invoice the customer until the Company has made additional progress. Unbilled receivables arose from the distribution and production agreements for which the Company recognized revenue over time, as the Company bills for these arrangements upon product delivery, while revenue was recognized, as described above, as costs were incurred. Unbilled receivables may arise as much as three months before billing is expected to occur. Unbilled receivables are generally expected to be generated in the first and second fiscal quarters, and to be billed in the second, third and fourth fiscal quarters.

Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the three months ended December 31, 2021, the Company recognized a net loss on amounts written off to bad debt expense of $124,135.  During the six months ended December 31, 2021, the Company recognized a net loss on amounts written off to bad debt expense of $221,163.

Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the six months ended December 31, 2021, the Company recognized $0.4 million of revenue that was included in the deferred balance as of June 30, 2021. During the six months ended December 31, 2020, the Company recognized $5.7 million of revenue that was included in the deferred balance as of June 30, 2020.

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Goodwill and Intangible Assets

6 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436, as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 on its one reporting unit and determined that goodwill was not impaired.

The following table summarizes the activity of goodwill for the six months ended December 31, 2021 and the year ended June 30, 2021, respectively.

	Balance at July 1, 2021		Additions		Impairment		Currency Translation Adjustment			Balance at December 31, 2021
Goodwill	$	1,651,634	$	—	$	—	$	(51,985	)	$	1,599,649

	Balance at July 1, 2020		Additions		Impairment		Currency Translation Adjustment		Balance at June 30, 2021
Goodwill	$	1,508,675	$	—	$	—	$	142,959	$	1,651,634

Intangible assets consist of the following:

	Balance at July 1, 2021		Additions		Impairment		Amortization			Currency Translation Adjustment			Balance at December 31, 2021
Trade name	$	1,310,489	$	—	$	—	$	(101,876	)	$	(10,178	)	$	1,198,435
Customer relationships		6,302,591		—		—		(187,888	)		(170,599	)		5,944,104
Non-compete		5,058		—		—		(5,058	)		—			—
GI customer list		50,146		—		—		(3,582	)		—			46,564
Supply agreement		850,874		—		—		(37,817	)		—			813,057
Grower relationships		1,436,988		—		—		(52,702	)		—			1,384,286
Intellectual property		24,427,857		—		—		(696,600	)		—			23,731,257
License agreement		2,340,269		—		—		(86,725	)		(73,008	)		2,180,536
Internal use software		406,670		—		—		(33,890	)		—			372,780
	$	37,130,942	$	—	$	—	$	(1,206,138	)	$	(253,785	)	$	35,671,019

	Balance at July 1, 2020		Additions			Impairment		Amortization			Currency Translation Adjustment		Balance at June 30, 2021
Trade name	$	1,479,278	$	—		$	—	$	(206,311	)	$	37,522	$	1,310,489
Customer relationships		6,187,086		—			—		(376,431	)		491,936		6,302,591
Non-compete		21,312		—			—		(16,254	)		—		5,058
GI customer list		57,310		—			—		(7,164	)		—		50,146
Supply agreement		926,507		—					(75,633	)		—		850,874
Grower relationships		1,542,393		—			—		(105,405	)		—		1,436,988
Intellectual property		25,415,665		388,499			—		(1,376,307	)		—		24,427,857
In process research and development		380,000		(380,000	)		—		—			—		—
License agreement		2,300,059		—			—		(176,646	)		216,856		2,340,269
Internal use software		474,448		—			—		(67,778	)		—		406,670
	$	38,784,058	$	8,499		$	—	$	(2,407,929	)	$	746,314	$	37,130,942

Amortization expense totaled $601,649 and $599,068 for the three months ended December 31, 2021 and 2020, respectively. Amortization expense totaled $1,206,138 and $1,193,788 for the six months ended December 31, 2021 and 2020, respectively.

Estimated aggregate remaining amortization is as follows:

	2022		2023		2024		2025		2026		Thereafter
Amortization expense	$	1,170,033	$	2,359,400	$	2,336,865	$	2,325,315	$	2,238,898	$	25,240,508

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Property, Plant and Equipment

6 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

NOTE 7 - PROPERTY, PLANT AND EQUIPMENT

Components of property, plant and equipment were as follows:

	December 31, 2021			June 30, 2021
Land and improvements	$	2,284,977		$	2,297,529
Buildings and improvements		8,171,925			8,196,593
Machinery and equipment		14,864,323			13,935,053
Vehicles		1,051,938			1,046,937
Leasehold improvements		552,810			552,810
Construction in progress		139,265			48,480
Total property, plant and equipment		27,065,238			26,077,402
Less: accumulated depreciation		(9,387,509	)		(8,336,428	)
Property, plant and equipment, net	$	17,677,729		$	17,740,974

Depreciation expense totaled $614,078 and $646,187 for the three months ended December 31, 2021 and 2020, respectively. Depreciation expense totaled $1,184,588 and $1,337,670 for the six months ended December 31, 2021 and 2020, respectively.

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Debt

6 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

DEBT

NOTE 8 - DEBT

Total debt outstanding is presented on the consolidated balance sheet as follows:

	December 31, 2021			June 30, 2021
Current portion of working capital lines of credit
CIBC	$	13,784,913		$	14,500,000
National Australia Bank Limited		894,092			19,494,800
National Australia Bank Limited Overdraft Facility		886,281			617,471
Debt issuance costs		(412,126	)		(665,706	)
Total current portion of working capital lines of credit, net		15,153,160			33,946,565
Long-term portion of working capital lines of credit, less current portion
National Australia Bank Limited		22,344,308			—
Total long-term portion of working capital lines of credit		22,344,308			—
Total working capital lines of credit, net	$	37,497,468		$	33,946,565
Current portion of long-term debt
Finance lease	$	865,143		$	909,413
Debt issuance costs		(3,473	)	$	(5,077	)
Term loan - National Australia    Bank Limited		363,100			374,900
Machinery & equipment loans -    National Australia Bank Limited		274,229			165,802
Secured real estate note - Conterra		7,085,612			275,684
Debt issuance costs		(76,593	)		(39,556	)
Total current portion, net		8,508,018			1,681,166
Long-term debt, less current portion
Finance lease		783,665			1,108,709
Debt issuance costs		(518	)		(1,847	)
Term loan - National Australia    Bank Limited		2,904,800			2,999,200
Machinery & equipment loans -    National Australia Bank Limited		1,166,831			526,564
Secured real estate note - Conterra		—			6,974,356
Debt issuance costs		—			(16,482	)
Total long-term portion, net		4,854,778			11,590,500
Total debt, net	$	13,362,796		$	13,271,666

On December 26, 2019, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with CIBC, which originally provided for a $35.0 million credit facility, or the CIBC Credit Facility. The Loan Agreement was subsequently amended on September 22, 2020, December 30, 2020, May 12, 2021 and September 27, 2021. As amended, the Loan Agreement provides for a $25.0 million revolving credit facility.

The following is a summary of certain terms of the CIBC Credit Facility:

• Advances under the CIBC Credit Facility are to be used: (i) to finance the Company’s ongoing working capital requirements; and (ii) for general corporate purposes.

• All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022.

• The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves.

• Loans may be based on (i) a Base Rate plus 1.0% per annum or (ii) LIBOR Rate plus 3.0% per annum, with a 1.0% LIBOR floor (both as defined in the Loan Agreement), generally at the Company’s option. Pursuant to the September 27, 2021 amendment, the Loans will be based on Prime plus 2.0% per annum. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable.

• The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ assets (subject to certain exceptions), including intellectual property.

• The Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate the Company’s outstanding obligations under the Credit Facility, all as set forth in the Loan Agreement and related documents. The CIBC Credit Facility also contains customary and usual financial covenants imposed by CIBC.

Pursuant to the September 2021 amendment to the Loan Agreement, CIBC waived noncompliance with the Company’s fixed charge coverage ratio as of June 30, 2021 and suspended the Company’s fixed charge coverage ratio financial covenants for the fiscal quarters ending September 30, 2021 and December 31, 2021 and replaced that financial covenant with a minimum EBITDA threshold tested quarterly for the quarters ending September 30, 2021 and December 31, 2021. Pursuant to the September 2021 amendment, the Company reverts back to its previous financial covenant to require that it maintain a fixed charge coverage ratio equal to or greater than (i) 1.00 to 1.00 for the quarter ending March 31, 2022 and (ii) 1.15 to 1.00 for each fiscal quarter thereafter. In addition, pursuant to the September 2021 amendment, the Company is required to maintain liquidity of no less than $3,000,000 at all times for the remainder of the term of the Loan Agreement. As of December 31, 2021, the Company obtained a covenant waiver from CIBC, due to our CFO transition costs, to continue to be in compliance with the financial covenants under the loan agreement with CIBC.  

As of December 31, 2021, there was approximately $2.2 million of unused availability on the CIBC Credit Facility.

In November 2017, the Company entered into a secured note financing transaction, or the Loan Transaction, with Conterra Agricultural Capital, LLC, or Conterra, for $12.5 million in gross proceeds. Pursuant to the Loan Transaction, the Company issued a secured real estate note to Conterra in the principal amount of $10.4 million, which bears interest of 7.75% per annum and is secured by a first priority security interest in the property, plant and fixtures located at the Company's Nampa, Idaho production facilities and its Nampa, Idaho research facilities. On December 24, 2019, the Company entered into an amendment to extend the note’s maturity date to November 30, 2022 and revise the amounts payable under the note. Pursuant to the December 2019 amendment, the Company agreed to make (i) a principal and interest payment of approximately $515,711 on January 1, 2020; (ii) five consecutive semi-annual principal and interest payments of approximately $454,185, beginning on July 1, 2020; and (iii) a one-time final payment of approximately $8,957,095 on November 30, 2022. The Company may prepay the Secured Real Estate Note, in whole or in part, at any time. In January 2021, the Company completed the sale of its Five Points facility which resulted in the Company making a one-time principal pay-down of $1,706,845 on the secured real estate note. The Company will also make three consecutive semi-annual principal and interest payments of approximately $388,045, beginning on July 1, 2021; and a one-time final payment of approximately $7,184,109 on November 30, 2022. The Company was in compliance with all debt covenants as of December 31, 2021.

On August 15, 2018, the Company completed a sale and leaseback transaction with American AgCredit involving certain equipment located at the Company's Five Points, California and Nampa, Idaho production facilities. Due to its terms, the sale and leaseback transaction was required to be accounted for as a financing arrangement. Accordingly, the proceeds received from American AgCredit were accounted for as proceeds from a debt financing. Under the terms of the transaction:

• The Company sold the equipment to American AgCredit for $2,106,395 million in proceeds. The proceeds were used to pay off in full a note (in the principal amount of $2,081,527, plus accrued interest of $24,868) held by Conterra Agricultural Capital, LLC, which had an interest rate of 9.5% per annum and was secured by, among other things, the equipment.

• The Company entered into a lease agreement with American AgCredit relating to the equipment. The lease agreement has a five-year term and provides for monthly lease payments of $40,023 (representing an annual interest rate of 5.6%). At the end of the lease term, the Company will repurchase the equipment for $1. During January 2021, the Company completed the sale of its Five Points facility which triggered the Company making a one-time principal pay down of $294,163 on the finance lease agreement.

Australian Facilities

At December 31, 2021, S&W Australia has debt facilities with National Australia Bank, or NAB, all of which are guaranteed by S&W Seed Company up to a maximum of AUD $15,000,000 (USD $10,983,000).

In June 2020, S&W Australia executed documentation to consolidate the Pasture Genetics debt facility with NAB into its debt facilities with NAB.  The documentation became effective in July 2020.

On November 11, 2021, S&W Australia amended its debt facilities with NAB pursuant to which: 

• the borrowing base line credit limit under the seasonal credit facility increased from AUD $26,000,000 (USD $18,722,600 at September 30, 2021), to AUD $32,000,000 (USD $23,238,400 at December 31, 2021);

• the overdraft credit limit under the seasonal credit facility decreased from AUD $3,000,000 (USD $2,160,300 at September 30, 2021) to AUD $2,000,000 (USD $1,452,400 at December 31, 2021) and will decrease to zero on June 30, 2022;

• the credit limit under the master asset finance facility increased from AUD $2,000,000 (USD $1,440,200 at September 30, 2021) to AUD $3,000,000 (USD $2,178,600 at December 31, 2021); and

• the month in which annual principal repayments are required on the flexible rate loan was adjusted from November to May of each fiscal year.

After the amendment, the consolidated debt facilities with NAB provide for up to an aggregate of AUD $41,500,000 (USD $30,137,300) of credit as of December 31, 2021, and include the following:    

• S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an Overdraft Facility having a credit limit of AUD $2,000,000 (USD $1,452,400 at December 31, 2021) and (ii) a Borrowing Base Line having a credit limit of AUD $32,000,000 (USD $23,238,400 at December 31, 2021).  As of December 31, 2021, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 3.5% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of December 31, 2021, the Overdraft Facility accrued interest at approximately 5.47% per annum calculated daily. As of December 31, 2021, AUD $33,220,437 (USD $24,124,681) was outstanding under S&W Australia’s seasonal credit facility with NAB.  The seasonal credit facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. 

• S&W Australia has a flexible rate loan, or the Term Loan, in the amount of AUD $4,500,000 (USD $3,267,900 at December 31, 2021). Required annual principal payments of AUD $500,000 on the Term Loan commenced on November 30, 2020, with the remainder of any unpaid balance becoming due on March 31, 2025. As part of the amendment, the November 2021 repayment was deferred to May 2022, with the remaining repayments due in May of each year. Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%.  The Term Loan is secured by a lien on all the present and future rights, property, and undertakings of S&W Australia.

• S&W Australia finances certain equipment purchases under a master asset finance facility with NAB.  The master asset finance facility has various maturity dates through 2029 and have interest rates ranging from 2.86% to 4.29%.  The credit limit under the facility is AUD $3,000,000 (USD $2,178,600 at December 31, 2021). As of December 31, 2021, AUD $1,917,200 (USD $1,392,271) was outstanding under S&W Australia’s master asset finance facility.   

S&W Australia was in compliance with all debt covenants under the debt facilities with NAB at December 31, 2021.

The annual maturities of short-term and long-term debt are as follows:

Fiscal Year	Amount
Remaining in 2022	$	1,057,780
2023		8,439,509
2024		924,159
2025		2,451,485
2026		291,907
Thereafter		278,540
Total	$	13,443,380

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Foreign Currency Contracts

6 Months Ended

Dec. 31, 2021

Foreign Currency [Abstract]

FOREIGN CURRENCY CONTRACTS

NOTE 9 - FOREIGN CURRENCY CONTRACTS

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $13,810,450 at December 31, 2021, with maturities ranging from January to August 2022.

The Company records an asset or liability on the consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $336,796 at December 31, 2021 and foreign currency contract liabilities totaled $96,466 at June 30, 2021. The Company recorded a loss on foreign exchange contracts of $13,256 and a gain on foreign exchange contracts of $484,758, which is reflected in cost of revenue for the three months ended December 31, 2021 and 2020,

respectively. The Company recorded a loss on foreign exchange contracts of $252,059 and a gain on foreign exchange contracts of $489,504, which is reflected in cost of revenue for the six months ended December 31, 2021 and 2020, respectively.

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Commitments and Contingencies

6 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Contingencies

Based on information currently available, management is not aware of any other matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Legal Matters

The Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.  Any current litigation is considered immaterial and counter claims have been assessed as remote.

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Equity-Based Compensation

6 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

EQUITY-BASED COMPENSATION

NOTE 11 - EQUITY-BASED COMPENSATION

Equity Incentive Plans

In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan, or as amended and/or restated from time to time, the 2009 Plan. The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. In September 2015 and December 2015, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 2,450,000 shares.

In December 2018 and January 2019, the Company's Board of Directors and stockholders, respectively, approved the 2019 Equity Incentive Plan, or the 2019 Plan, as a successor to and continuation of the 2009 Plan. In October 2020 and December 2020, the Company’s Board of Directors and stockholders approved, respectively, the amendment to the 2019 Plan to increase the number of shares available for issues as grants and awards by 4,000,000 shares. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan, as amended, will not exceed 8,243,790 shares, which is the sum of (i) 4,000,000 new shares, (ii) 2,750,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 350,343 shares (the number of unallocated shares that were available for grant under the 2009 Plan as of January 16, 2019, the effective date of the 2019 Plan), and (iv) 1,143,447 shares, which is the number of shares subject to outstanding stock awards granted under the 2009 Plan that on or after the effective date of the 2019 Plan may expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to us, or are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award.    

The term of incentive stock options granted under the Company’s equity incentive plans may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the Company’s equity incentive plans must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period.

The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants.

Weighted average assumptions used in the Black-Scholes-Merton model are set forth below:

	December 31,
	2021			2020
Risk free rate	0.8% - 1.1%			0.2% - 0.3%
Dividend yield		0	%		0	%
Volatility	61.8% - 62.4%			52.1%
Average forfeiture assumptions	2.8%			2.3%

During the six months ended December 31, 2021, the Company granted options to purchase 944,725 shares of its common stock to certain of its Directors, members of the executive management team and other employees at exercise prices ranging from $2.64 - $3.39 per share. These options vest in either quarterly or annual periods over one to three years, and expire ten years from the date of grant.

A summary of stock option activity for the six months ended December 31, 2021 and the year ended June 30, 2021 is presented below:

	Number Outstanding			Weighted - Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2020		2,875,894		$	2.74		8.6	$	22,409
Granted		976,924			2.41		—		—
Exercised		(65,990	)		2.48		—		—
Canceled/forfeited/expired		(10,260	)		2.94		—		—
Outstanding at June 30, 2021		3,776,568			2.65		8.0		3,962,766
Granted		944,725			2.69		—		—
Exercised		(38,774	)		2.33		—		—
Canceled/forfeited/expired		(67,919	)		2.86		—		—
Outstanding at December 31, 2021		4,614,600			2.65		7.1		1,068,461
Options vested and exercisable at December 31, 2021		2,694,607			2.75		5.7		646,060
Options vested and expected to vest as of    December 31, 2021		4,607,611		$	2.65		7.1	$	1,067,301

The weighted average grant date fair value of options granted and outstanding at December 31, 2021 was $1.13. At December 31, 2021, the Company had $1,666,520 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 and 2019 Plans, which will be recognized over the weighted average remaining service period of 2.1 years. The Company settles employee stock option exercises with newly issued shares of common stock.

During the six months ended December 31, 2021, the Company issued 294,421 restricted stock units to its directors, certain members of the executive management team, and other employees. The restricted stock units have varying vesting periods ranging from immediate vesting to quarterly or annual installments over one to three-years. The fair value of the awards granted during the six months ended December 31, 2021 and 2020 totaled $829,780 and $714,368, respectively, and was based on the closing stock price on the date of grants.

The Company recorded $648,232 and $454,904 of stock-based compensation expense associated with grants of restricted stock units during the six months ended December 31, 2021 and 2020, respectively. A summary of activity related to non-vested restricted stock units is presented below:

	Number of Nonvested Restricted Stock Units			Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (Years)
Nonvested restricted units outstanding at June 30, 2020		396,803		$	2.33		1.6
Granted		291,206			2.59		1.9
Vested		(326,439	)		2.36		—
Forfeited		—			—		—
Nonvested restricted units outstanding at June 30, 2021		361,570			2.51		1.3
Granted		294,421			2.82		2.9
Vested		(335,695	)		2.63		—
Forfeited		(7,036	)		2.35		—
Nonvested restricted units outstanding at December 31, 2021		313,260		$	2.67		1.6

At December 31, 2021, the Company had $752,646 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.5 years.

At December 31, 2021, there were 2,568,386 shares available under the 2019 Plan for future grants and awards.

Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the three months ended December 31, 2021 and 2020, totaled $1,014,203 and $561,216, respectively. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the six months ended December 31, 2021 and 2020, totaled $1,408,515 and $881,625, respectively.

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Equity

6 Months Ended

Dec. 31, 2021

Equity [Abstract]

EQUITY

NOTE 12 – EQUITY

On September 23, 2020, the Company entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B Riley, under which the Company may offer and sell from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $14 million through B. Riley as its sales agent. The Company agreed to pay B. Riley a commission of 3.5% of the gross proceeds of the sales price per share of any common stock sold through B. Riley under the ATM Agreement. For the year ended June 30, 2021, the Company received gross proceeds of approximately $10.9 million from the sale of 3,008,015 shares of its common stock pursuant to the ATM Agreement.

On September 27, 2021, the Company entered into an amendment to the At Market Issuance Sales Agreement, under which the aggregate offering price was increased from $14 million to $17.1 million. For the six months ended December 31, 2021, the Company received gross proceeds of approximately $2,586 from the sale of 848 shares of its common stock pursuant to the ATM Agreement.

On October 14, 2021, the Company entered into a Securities Purchase Agreement with MFP Partners, L.P., the Company’s largest stockholder, Starlight 4, LLLP, an entity affiliated with Mark W. Wong, the Company’s Chief Executive Officer and a member of its board of directors, and Alan D. Willits, Charles B. Seidler and Robert Straus, each a member of its board of directors, pursuant to which the Company sold and issued an aggregate of 1,847,343 shares of its common stock at a purchase price of $2.73 per share, for aggregate gross proceeds of approximately $5.0 million. Alexander C. Matina, a member of the Company’s board of directors, is Vice President of Investments of the general partner of MFP.

As of December 31, 2021, the Company had $6.2 million remaining under the ATM Agreement.

In December 2020, the Company’s shareholders approved the amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 50,000,000 shares to 75,000,000 shares.

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Non-Cash Activities for Statements of Cash Flows

6 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Elements [Abstract]

NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS

NOTE 13 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS

The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the six months ended December 31, 2021 and 2020, respectively.

	Six Months Ended December 31,
	2021			2020
Purchases of equipment classified as finance lease	$	(122,863	)	$	(454,146	)

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests.

The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision.

The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa.

Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements.  The Company recorded a combined $0.5 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of December 31, 2021. The Company recorded a combined $0.6 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of June 30, 2021.  

Unaudited Interim Financial Information

Unaudited Interim Financial Information

The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2022. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report, as filed with the SEC.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared.

However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically.

Certain Risks and Concentrations

Certain Risks and Concentrations

The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. Four customers accounted for 23% of its revenue for the three months ended December 31, 2021 and one customer accounted for 29% of its revenue for the three months ended December 31, 2020. Five customers accounted for 24% of its revenue for the six months ended December 31, 2021 and one customer accounted for 21% of its revenue for the six months ended December 31, 2020.

Two customers accounted for 22% of the Company’s accounts receivable at December 31, 2021. One customer accounted for 11% of the Company’s accounts receivable at June 30, 2021.

The Company sells a substantial portion of its products to international customers. Sales to international markets represented 81% and 55% of revenue during the three months ended December 31, 2021 and 2020, respectively. Sales to international markets represented 78% and 58% of revenue during the six months ended December 31, 2021 and 2020, respectively. The net book value of fixed assets located outside the United States was 23% and 19% of total fixed assets at December 31, 2021 and June 30, 2021, respectively. Cash balances located outside of the United States may not be insured and totaled $216,555 and $204,813 at December 31, 2021 and June 30, 2021, respectively.

The following table shows revenue from external sources by destination country:

	Three Months Ended December 31,								Six Months Ended December 31,
	2021				2020				2021				2020
United States	$	2,404,078	19	%	$	6,738,493	45	%	$	6,069,406	22	%	$	12,100,270	42	%
Australia		2,245,847	18	%		2,059,429	14	%		5,679,852	20	%		4,841,892	17	%
Saudi Arabia		1,680,546	13	%		860,282	6	%		5,147,756	18	%		2,059,192	7	%
Pakistan		2,067,507	16	%		1,183,752	8	%		2,231,561	8	%		1,183,667	4	%
Argentina		1,058,308	8	%		312,819	2	%		1,409,147	5	%		976,894	3	%
South Africa		914,552	7	%		187,960	1	%		1,378,781	5	%		412,960	1	%
Libya		44,000	0	%		—	0	%		1,088,000	4	%		484,645	2	%
Sudan		—	0	%		480,626	3	%		819,618	3	%		480,626	2	%
China		265,584	2	%		652,766	4	%		738,709	3	%		1,788,856	6	%
Canada		79,200	1	%		1,120	0	%		482,020	2	%		393,080	1	%
Other		1,871,787	16	%		2,574,084	17	%		3,118,240	10	%		4,184,635	15	%
Total	$	12,631,409	100	%	$	15,051,331	100	%	$	28,163,090	100	%	$	28,906,717	100	%

Liquidity and Covid-19 Pandemic

Liquidity and Covid-19 Pandemic

The Company is monitoring the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implemented measures designed to protect the health and safety of its employees while continuing its operations.  

The Company’s sales efforts historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In particular, the Company’s sales cycle is highly seasonal, and the majority of its sales season activities for the United States and Australia are typically concentrated between March and June of each year. If ongoing measures to protect against COVID-19 remain in effect throughout the 2022 sales season, the Company may experience similar negative impacts that it experienced during the 2020 and 2021 sales seasons.

Further, vaccine mandates may be enforced in jurisdictions in which our business operates. Although it is not possible to predict with certainty the impact of these measures on our business and workforce, these requirements may result in attrition, difficulty securing future labor needs, and may further disrupt the national supply chain, all of which could have a material adverse effect on our business, financial condition and results of operations.

In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, or if the Company is unable to timely fulfill their orders, this would adversely affect the Company’s product revenue.

During the year ended June 30, 2021 and the three and six months ended December 31, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs.  The Company expects these logistical challenges to persist throughout fiscal 2022, which may, among other things, delay or reduce its ability to recognize revenue within a particular fiscal period and harm its results of operations.

Given the level of uncertainty regarding the duration and broader impact of the COVID-19 pandemic, the Company is unable to fully assess the extent of its impact on the Company’s operations.

The Company’s loan and security agreement with CIBC Bank USA, or CIBC, and the Company’s secured promissory note with Conterra Agriculture Capital, LLC, or Conterra, which mature on December 23, 2022 and November 30, 2022, respectively, contain various operating and financial covenants (See Note 8). The COVID-19 pandemic has increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the Company was not in compliance with certain of these covenants as of June 30, 2021 and was required to obtain waivers and/or amendments from CIBC and Conterra. As of December 31, 2021, the Company obtained a covenant waiver from CIBC, due to its CFO transition costs, to continue to be in compliance with the financial covenants under our loan agreement with CIBC. The CIBC loan agreement also requires the Company to maintain minimum liquidity of no less than $3,000,000 at all times. The Company believes it is uncertain it will be able to generate sufficient cash flow from operations or maintain sufficient liquidity to meet these covenants in future periods. Additionally, there can be no assurance that existing lenders will agree to refinance the CIBC and Conterra loan facilities, either through its existing lenders or potential new lenders. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company will need to raise additional capital or secure future waivers and/or amendments from its lenders or obtain financing from new lenders. There can be no assurance the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, or renewing or refinancing its existing debt or obtaining financing from new lenders. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets.              

International Operations

International Operations

The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations.

Cost of Revenue

Cost of Revenue

The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue.

Cash and Cash Equivalents

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation.

Accounts Receivable

Accounts Receivable

The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $288,831 and $57,582 at December 31, 2021 and June 30, 2021, respectively.

Inventories

Inventories

Inventories consist of seed and packaging materials.

Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities.

Inventory is periodically reviewed to determine if it is marketable, obsolete, or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage.  Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern.  Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents.  The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality.

Components of inventory are:

	December 31, 2021		June 30, 2021
Raw materials and supplies	$	2,258,083	$	2,722,832
Work in progress		14,496,925		6,662,006
Finished goods		50,945,637		54,010,418
	$	67,700,645	$	63,395,256

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 2-20 years for machinery and equipment, and 2-5 years for vehicles. 

Intangible Assets

Intangible Assets

Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 26 years for technology/IP/germplasm, 20 years for customer relationships, 16 years for trade names, 18 years for license agreements and 18 years for other intangible assets.

Goodwill

Goodwill

Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill.

The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 on its one reporting unit and determined that goodwill was not impaired. See Note 6 for further information.

Investment in Bioceres S.A

Investment in Bioceres S.A.

The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina.  The carrying value of the investment is $1.3 million at December 31, 2021 and June 30, 2021, and the investment is included in Other Assets on the Consolidated Balance Sheet.

The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities beginning July 1, 2018.  As such, this investment is accounted for in accordance with ASC 321, Investments – Equity Securities. As the stock is not publicly traded, the Company has elected to account for its investment at cost, with adjustments to fair value when there are observable transactions that provide an indicator of fair value.  In addition, if qualitative factors indicate a potential impairment, fair value must be estimated, and the investment written down to that fair value if it is lower than the carrying value.  

No adjustments for impairment or observable transactions were made for the three months or six months ended December 31, 2021 or December 31, 2020.  

Research and Development Costs

Research and Development Costs

The Company is engaged in ongoing research and development, or R&D, of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Income Taxes

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the three and six months ended December 31, 2021 and December 31, 2020 has been affected by the valuation allowance on the Company’s deferred tax assets.

Net Income (Loss) Per Common Share Data

Net Income (Loss) Per Common Share Data

Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. 

Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options and restricted stock awards. 

The treasury stock method is used for stock options and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator.

The calculation of Basic and Diluted EPS is shown in the table below. 

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Numerator:
Net loss attributable to S&W Seed Company	$	(9,795,102	)	$	(8,466,452	)	$	(16,195,077	)	$	(15,639,212	)
Numerator for basic and diluted EPS		(9,795,102	)		(8,466,452	)		(16,195,077	)		(15,639,212	)
Denominator:
Denominator for basic EPS-weighted- average    shares		38,461,049			33,547,868			37,617,457			33,498,952
Effect of dilutive securities:
Employee stock options		—			—			—			—
Employee restricted stock units		—			—			—			—
Dilutive potential common shares		—			—			—			—
Denominator for diluted EPS - adjusted weighted    average shares and assumed conversions		38,461,049			33,547,868			37,617,457			33,498,952
Basic EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)
Diluted EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)

The effects of employee stock options and restricted stock units are excluded because they would be anti-dilutive due to the Company’s net loss for the three and six months ended December 31, 2021 and 2020.  

Impairment of Long-lived Assets

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 6 for impairment discussion.

Derivative Financial Instruments

Derivative Financial Instruments

Foreign Exchange Contracts

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts.

The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings.

Fair Values of Financial Instruments

Fair Value of Financial Instruments

The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows:

• Level 1. Observable inputs such as quoted prices in active markets;

• Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates.

Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows:

	Fair Value Measurements as of December 31, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract asset	$	—	$	336,796	$	—
Contingent consideration obligations	$	—	$	—	$	183,002
Total	$	—	$	336,796	$	183,002

	Fair Value Measurements as of June 30, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract liability	$	—	$	96,466	$	—
Contingent consideration obligations	$	—	$	—	$	741,552
Total	$	—	$	96,466	$	741,552

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes effective July 1, 2020. This ASU is intended to simplify various aspects to accounting for income taxes by removing certain exceptions to the general principles of Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of this ASU had no impact on the Company’s consolidated financial statements and related disclosures. 

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Revenues from External Customers by Country

The following table shows revenue from external sources by destination country:

	Three Months Ended December 31,								Six Months Ended December 31,
	2021				2020				2021				2020
United States	$	2,404,078	19	%	$	6,738,493	45	%	$	6,069,406	22	%	$	12,100,270	42	%
Australia		2,245,847	18	%		2,059,429	14	%		5,679,852	20	%		4,841,892	17	%
Saudi Arabia		1,680,546	13	%		860,282	6	%		5,147,756	18	%		2,059,192	7	%
Pakistan		2,067,507	16	%		1,183,752	8	%		2,231,561	8	%		1,183,667	4	%
Argentina		1,058,308	8	%		312,819	2	%		1,409,147	5	%		976,894	3	%
South Africa		914,552	7	%		187,960	1	%		1,378,781	5	%		412,960	1	%
Libya		44,000	0	%		—	0	%		1,088,000	4	%		484,645	2	%
Sudan		—	0	%		480,626	3	%		819,618	3	%		480,626	2	%
China		265,584	2	%		652,766	4	%		738,709	3	%		1,788,856	6	%
Canada		79,200	1	%		1,120	0	%		482,020	2	%		393,080	1	%
Other		1,871,787	16	%		2,574,084	17	%		3,118,240	10	%		4,184,635	15	%
Total	$	12,631,409	100	%	$	15,051,331	100	%	$	28,163,090	100	%	$	28,906,717	100	%

Components of Inventory

Components of inventory are:

	December 31, 2021		June 30, 2021
Raw materials and supplies	$	2,258,083	$	2,722,832
Work in progress		14,496,925		6,662,006
Finished goods		50,945,637		54,010,418
	$	67,700,645	$	63,395,256

Schedule of Calculation of Basic and Diluted EPS

The calculation of Basic and Diluted EPS is shown in the table below. 

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Numerator:
Net loss attributable to S&W Seed Company	$	(9,795,102	)	$	(8,466,452	)	$	(16,195,077	)	$	(15,639,212	)
Numerator for basic and diluted EPS		(9,795,102	)		(8,466,452	)		(16,195,077	)		(15,639,212	)
Denominator:
Denominator for basic EPS-weighted- average    shares		38,461,049			33,547,868			37,617,457			33,498,952
Effect of dilutive securities:
Employee stock options		—			—			—			—
Employee restricted stock units		—			—			—			—
Dilutive potential common shares		—			—			—			—
Denominator for diluted EPS - adjusted weighted    average shares and assumed conversions		38,461,049			33,547,868			37,617,457			33,498,952
Basic EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)
Diluted EPS	$	(0.25	)	$	(0.25	)	$	(0.43	)	$	(0.47	)

Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis

Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows:

	Fair Value Measurements as of December 31, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract asset	$	—	$	336,796	$	—
Contingent consideration obligations	$	—	$	—	$	183,002
Total	$	—	$	336,796	$	183,002

	Fair Value Measurements as of June 30, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract liability	$	—	$	96,466	$	—
Contingent consideration obligations	$	—	$	—	$	741,552
Total	$	—	$	96,466	$	741,552

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Leases (Tables)

6 Months Ended

Dec. 31, 2021

Lessee Disclosure [Abstract]

Summary of Components of Lease Assets and Liabilities

The components of lease assets and liabilities are as follows:

Leases	Balance Sheet Classification	December 31, 2021
Assets:
Right of use assets - operating leases	Other assets	$	4,460,066
Right of use assets - finance leases	Other assets		2,323,133
Accumulated amortization - finance leases	Other assets		(1,194,418	)
Right of use assets - finance leases, net	Other assets		1,128,715
Total lease assets		$	5,588,781
Liabilities:
Current portion of long-term debt, net	Current portion of long-term debt, net		865,143
Current lease liabilities	Accrued expenses and other current liabilities		1,338,791
Long-term debt, net	Long-term debt, net		783,665
Long-term lease liabilities	Other long-term liabilities		3,524,463
Total lease liabilities		$	6,512,062

Summary of Components of Lease Cost

The components of lease cost are as follows:

Leases	Income Statement Classification	Three Months Ended December 31, 2021		Six Months Ended December 31, 2021
Operating lease cost	Cost of revenue	$	172,759	$	345,341
Operating lease cost	Selling, general and administrative expenses		81,481		163,524
Operating lease cost	Research and development expenses		108,158		230,438
Finance lease cost	Depreciation and amortization		163,815		347,077
Total lease costs		$	526,213	$	1,086,380

Summary of Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2021 are as follows:

	Operating Leases			Finance Leases
Remainder of 2022	$	908,679		$	475,062
2023		1,250,404			874,196
2024		1,147,436			295,238
2025		807,304			62,881
2026		720,727			23,577
After 2026		447,434			—
Total lease payments		5,281,984			1,730,954
Less: Interest		(418,730	)		(82,146	)
Present value of lease liabilities	$	4,863,254		$	1,648,808

Summary of Weighted Average Assumptions on Lease Term and Discount Rate and Supplemental Cash Flow Information Related to Leases

The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of December 31, 2021:

Operating lease remaining lease term	4.4 years
Operating lease discount rate		4.16	%
Finance lease remaining lease term	1.9 years
Finance lease discount rate		5.11	%
Cash paid for operating leases	$	558,284
Cash paid for finance leases	$	719,092

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Revenue Recognition (Tables)

6 Months Ended

Dec. 31, 2021

Revenues [Abstract]

Schedule of disaggregation of revenues

The following table disaggregates the Company’s revenue by type of contract:

	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
Pioneer product sales	$	—	$	4,069,433	$	—	$	5,699,955
Other product sales		11,818,392		10,408,743		26,723,793		22,271,496
Services		813,017		573,155		1,439,297		935,266
	$	12,631,409	$	15,051,331	$	28,163,090	$	28,906,717

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Activity of Goodwill

The following table summarizes the activity of goodwill for the six months ended December 31, 2021 and the year ended June 30, 2021, respectively.

	Balance at July 1, 2021		Additions		Impairment		Currency Translation Adjustment			Balance at December 31, 2021
Goodwill	$	1,651,634	$	—	$	—	$	(51,985	)	$	1,599,649

	Balance at July 1, 2020		Additions		Impairment		Currency Translation Adjustment		Balance at June 30, 2021
Goodwill	$	1,508,675	$	—	$	—	$	142,959	$	1,651,634

Schedule of Intangible Assets

Intangible assets consist of the following:

	Balance at July 1, 2021		Additions		Impairment		Amortization			Currency Translation Adjustment			Balance at December 31, 2021
Trade name	$	1,310,489	$	—	$	—	$	(101,876	)	$	(10,178	)	$	1,198,435
Customer relationships		6,302,591		—		—		(187,888	)		(170,599	)		5,944,104
Non-compete		5,058		—		—		(5,058	)		—			—
GI customer list		50,146		—		—		(3,582	)		—			46,564
Supply agreement		850,874		—		—		(37,817	)		—			813,057
Grower relationships		1,436,988		—		—		(52,702	)		—			1,384,286
Intellectual property		24,427,857		—		—		(696,600	)		—			23,731,257
License agreement		2,340,269		—		—		(86,725	)		(73,008	)		2,180,536
Internal use software		406,670		—		—		(33,890	)		—			372,780
	$	37,130,942	$	—	$	—	$	(1,206,138	)	$	(253,785	)	$	35,671,019

	Balance at July 1, 2020		Additions			Impairment		Amortization			Currency Translation Adjustment		Balance at June 30, 2021
Trade name	$	1,479,278	$	—		$	—	$	(206,311	)	$	37,522	$	1,310,489
Customer relationships		6,187,086		—			—		(376,431	)		491,936		6,302,591
Non-compete		21,312		—			—		(16,254	)		—		5,058
GI customer list		57,310		—			—		(7,164	)		—		50,146
Supply agreement		926,507		—					(75,633	)		—		850,874
Grower relationships		1,542,393		—			—		(105,405	)		—		1,436,988
Intellectual property		25,415,665		388,499			—		(1,376,307	)		—		24,427,857
In process research and development		380,000		(380,000	)		—		—			—		—
License agreement		2,300,059		—			—		(176,646	)		216,856		2,340,269
Internal use software		474,448		—			—		(67,778	)		—		406,670
	$	38,784,058	$	8,499		$	—	$	(2,407,929	)	$	746,314	$	37,130,942

Intangible Assets (Future Amortization)

Estimated aggregate remaining amortization is as follows:

	2022		2023		2024		2025		2026		Thereafter
Amortization expense	$	1,170,033	$	2,359,400	$	2,336,865	$	2,325,315	$	2,238,898	$	25,240,508

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Property, Plant and Equipment (Tables)

6 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Components of Property, Plant and Equipment

Components of property, plant and equipment were as follows:

	December 31, 2021			June 30, 2021
Land and improvements	$	2,284,977		$	2,297,529
Buildings and improvements		8,171,925			8,196,593
Machinery and equipment		14,864,323			13,935,053
Vehicles		1,051,938			1,046,937
Leasehold improvements		552,810			552,810
Construction in progress		139,265			48,480
Total property, plant and equipment		27,065,238			26,077,402
Less: accumulated depreciation		(9,387,509	)		(8,336,428	)
Property, plant and equipment, net	$	17,677,729		$	17,740,974

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Debt (Tables)

6 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Total Debt Outstanding

Total debt outstanding is presented on the consolidated balance sheet as follows:

	December 31, 2021			June 30, 2021
Current portion of working capital lines of credit
CIBC	$	13,784,913		$	14,500,000
National Australia Bank Limited		894,092			19,494,800
National Australia Bank Limited Overdraft Facility		886,281			617,471
Debt issuance costs		(412,126	)		(665,706	)
Total current portion of working capital lines of credit, net		15,153,160			33,946,565
Long-term portion of working capital lines of credit, less current portion
National Australia Bank Limited		22,344,308			—
Total long-term portion of working capital lines of credit		22,344,308			—
Total working capital lines of credit, net	$	37,497,468		$	33,946,565
Current portion of long-term debt
Finance lease	$	865,143		$	909,413
Debt issuance costs		(3,473	)	$	(5,077	)
Term loan - National Australia    Bank Limited		363,100			374,900
Machinery & equipment loans -    National Australia Bank Limited		274,229			165,802
Secured real estate note - Conterra		7,085,612			275,684
Debt issuance costs		(76,593	)		(39,556	)
Total current portion, net		8,508,018			1,681,166
Long-term debt, less current portion
Finance lease		783,665			1,108,709
Debt issuance costs		(518	)		(1,847	)
Term loan - National Australia    Bank Limited		2,904,800			2,999,200
Machinery & equipment loans -    National Australia Bank Limited		1,166,831			526,564
Secured real estate note - Conterra		—			6,974,356
Debt issuance costs		—			(16,482	)
Total long-term portion, net		4,854,778			11,590,500
Total debt, net	$	13,362,796		$	13,271,666

Schedule of Annual Maturities of Short-Term and Long-Term Debt

The annual maturities of short-term and long-term debt are as follows:

Fiscal Year	Amount
Remaining in 2022	$	1,057,780
2023		8,439,509
2024		924,159
2025		2,451,485
2026		291,907
Thereafter		278,540
Total	$	13,443,380

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Equity-Based Compensation (Tables)

6 Months Ended

Dec. 31, 2021

Summary of Activity Related to Non-Vested Restricted Stock Units

A summary of activity related to non-vested restricted stock units is presented below:

	Number of Nonvested Restricted Stock Units			Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (Years)
Nonvested restricted units outstanding at June 30, 2020		396,803		$	2.33		1.6
Granted		291,206			2.59		1.9
Vested		(326,439	)		2.36		—
Forfeited		—			—		—
Nonvested restricted units outstanding at June 30, 2021		361,570			2.51		1.3
Granted		294,421			2.82		2.9
Vested		(335,695	)		2.63		—
Forfeited		(7,036	)		2.35		—
Nonvested restricted units outstanding at December 31, 2021		313,260		$	2.67		1.6

Stock Options

Schedule of Weighted Average Assumptions Used in Black-Scholes-Merton Model

Weighted average assumptions used in the Black-Scholes-Merton model are set forth below:

	December 31,
	2021			2020
Risk free rate	0.8% - 1.1%			0.2% - 0.3%
Dividend yield		0	%		0	%
Volatility	61.8% - 62.4%			52.1%
Average forfeiture assumptions	2.8%			2.3%

Summary of Stock Option Activity

A summary of stock option activity for the six months ended December 31, 2021 and the year ended June 30, 2021 is presented below:

	Number Outstanding			Weighted - Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2020		2,875,894		$	2.74		8.6	$	22,409
Granted		976,924			2.41		—		—
Exercised		(65,990	)		2.48		—		—
Canceled/forfeited/expired		(10,260	)		2.94		—		—
Outstanding at June 30, 2021		3,776,568			2.65		8.0		3,962,766
Granted		944,725			2.69		—		—
Exercised		(38,774	)		2.33		—		—
Canceled/forfeited/expired		(67,919	)		2.86		—		—
Outstanding at December 31, 2021		4,614,600			2.65		7.1		1,068,461
Options vested and exercisable at December 31, 2021		2,694,607			2.75		5.7		646,060
Options vested and expected to vest as of    December 31, 2021		4,607,611		$	2.65		7.1	$	1,067,301

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Non-Cash Activities for Statements of Cash Flows (Tables)

6 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Schedule of Consolidated Statements of Cash Flows for Non-Cash Activities

The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the six months ended December 31, 2021 and 2020, respectively.

	Six Months Ended December 31,
	2021			2020
Purchases of equipment classified as finance lease	$	(122,863	)	$	(454,146	)

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Background and Organization - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Aug. 30, 2019	Dec. 31, 2021
S&W Australia
Background And Organizations [Line Items]
One time license fee	$ 2.3
Purchase price of equipment	$ 0.3
License initial term	15 years
Sorghum Solutions | Variable Interest Entity
Background And Organizations [Line Items]
Ownership percentage in variable interest entity		51.00%

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Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 29, 2020 USD ($)	Dec. 31, 2021 USD ($) Customer	Dec. 31, 2020 USD ($) Customer	Dec. 31, 2021 USD ($) Customer Reporting	Dec. 31, 2020 USD ($) Customer	Jun. 30, 2021 USD ($) Customer	Sep. 27, 2021 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Current assets (restricted)		$ 500,000		$ 500,000		$ 600,000
Current liabilities (nonrecourse)		$ 100,000		$ 100,000		$ 100,000
Net book value of fixed assets located outside the United States, percent of total		23.00%		23.00%		19.00%
Cash balances located outside of the United States		$ 216,555		$ 216,555		$ 204,813
Disclosure on Geographic Areas, Fixed Assets				The net book value of fixed assets located outside the United States was 23% and 19% of total fixed assets at December 31, 2021 and June 30, 2021, respectively. Cash balances located outside of the United States may not be insured and totaled $216,555 and $204,813 at December 31, 2021 and June 30, 2021, respectively.
Allowance for doubtful trade receivables		288,831		$ 288,831		57,582
Goodwill acquire transaction				$ 0		0
Number of reporting units | Reporting				1
Adjustments for impairment or observable transactions		$ 0	$ 0	$ 0	$ 0
ASU 2019-12
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true		true
Change in accounting principle, accounting standards update, adoption date		Jul. 01, 2020		Jul. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect		true		true
Other Assets
Summary Of Significant Accounting Policies [Line Items]
Carrying value of investment		$ 1,300,000		$ 1,300,000		$ 1,300,000
Pasture Genetics
Summary Of Significant Accounting Policies [Line Items]
Goodwill acquire transaction	$ 1,452,436
CIBC
Summary Of Significant Accounting Policies [Line Items]
Debt instrument, maturity date				Dec. 23, 2022
Conterra | Secured Promissory Notes
Summary Of Significant Accounting Policies [Line Items]
Debt instrument, maturity date				Nov. 30, 2022
Line of Credit | CIBC
Summary Of Significant Accounting Policies [Line Items]
Minimum potential liquidity raised to meet covenant compliance							$ 3,000,000
Minimum | Technology/IP
Summary Of Significant Accounting Policies [Line Items]
Useful life				10 years
Minimum | Customer Relationships
Summary Of Significant Accounting Policies [Line Items]
Useful life				5 years
Minimum | Trade Name
Summary Of Significant Accounting Policies [Line Items]
Useful life				5 years
Minimum | Other Intangibles
Summary Of Significant Accounting Policies [Line Items]
Useful life				3 years
Minimum | Building
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives				5 years
Minimum | Machinery and Equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives				2 years
Minimum | Vehicles
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives				2 years
Minimum | Line of Credit | CIBC
Summary Of Significant Accounting Policies [Line Items]
Minimum potential liquidity raised to meet covenant compliance		$ 3,000,000		$ 3,000,000
Maximum [Member] | Technology/IP
Summary Of Significant Accounting Policies [Line Items]
Useful life				30 years
Maximum [Member] | Customer Relationships
Summary Of Significant Accounting Policies [Line Items]
Useful life				20 years
Maximum [Member] | Trade Name
Summary Of Significant Accounting Policies [Line Items]
Useful life				20 years
Maximum [Member] | Other Intangibles
Summary Of Significant Accounting Policies [Line Items]
Useful life				20 years
Maximum [Member] | Building
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives				35 years
Maximum [Member] | Machinery and Equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives				20 years
Maximum [Member] | Vehicles
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives				5 years
Weighted Average | Technology/IP
Summary Of Significant Accounting Policies [Line Items]
Useful life				26 years
Weighted Average | Customer Relationships
Summary Of Significant Accounting Policies [Line Items]
Useful life				20 years
Weighted Average | Trade Name
Summary Of Significant Accounting Policies [Line Items]
Useful life				16 years
Weighted Average | Other Intangibles
Summary Of Significant Accounting Policies [Line Items]
Useful life				18 years
Weighted Average | License Agreements
Summary Of Significant Accounting Policies [Line Items]
Useful life				18 years
Argentina | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Ownership percentage in Bioceres, S.A.		1.00%		1.00%
Customer Concentration Risk | Revenue
Summary Of Significant Accounting Policies [Line Items]
Number of customers | Customer		4	1	5	1
Customer Concentration Risk | Four Customers | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		23.00%
Customer Concentration Risk | Customer One | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage			29.00%		21.00%
Customer Concentration Risk | Five Customers | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage				24.00%
Credit Concentration Risk | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Number of customers | Customer				2		1
Credit Concentration Risk | Customer One | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage						11.00%
Credit Concentration Risk | Two Customers | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage				22.00%
Geographic Concentration Risk | Revenue | Non-US
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		81.00%	55.00%	78.00%	58.00%
SeedVision | Variable Interest Entity
Summary Of Significant Accounting Policies [Line Items]
Ownership percentage in variable interest entity				50.10%
Sorghum Solutions | Variable Interest Entity
Summary Of Significant Accounting Policies [Line Items]
Ownership percentage in variable interest entity				51.00%

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Summary of Significant Accounting Policies - Schedule of Revenues from External Customers by Country (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 12,631,409	$ 15,051,331	$ 28,163,090	$ 28,906,717
Revenue from external customers by country, percentage	100.00%	100.00%	100.00%	100.00%
United States
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 2,404,078	$ 6,738,493	$ 6,069,406	$ 12,100,270
Revenue from external customers by country, percentage	19.00%	45.00%	22.00%	42.00%
Australia
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 2,245,847	$ 2,059,429	$ 5,679,852	$ 4,841,892
Revenue from external customers by country, percentage	18.00%	14.00%	20.00%	17.00%
Saudi Arabia
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 1,680,546	$ 860,282	$ 5,147,756	$ 2,059,192
Revenue from external customers by country, percentage	13.00%	6.00%	18.00%	7.00%
Pakistan
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 2,067,507	$ 1,183,752	$ 2,231,561	$ 1,183,667
Revenue from external customers by country, percentage	16.00%	8.00%	8.00%	4.00%
Argentina
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 1,058,308	$ 312,819	$ 1,409,147	$ 976,894
Revenue from external customers by country, percentage	8.00%	2.00%	5.00%	3.00%
South Africa
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 914,552	$ 187,960	$ 1,378,781	$ 412,960
Revenue from external customers by country, percentage	7.00%	1.00%	5.00%	1.00%
Libya
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 44,000		$ 1,088,000	$ 484,645
Revenue from external customers by country, percentage	0.00%	0.00%	4.00%	2.00%
Sudan
Disaggregation Of Revenue [Line Items]
Revenues from external customers		$ 480,626	$ 819,618	$ 480,626
Revenue from external customers by country, percentage	0.00%	3.00%	3.00%	2.00%
China
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 265,584	$ 652,766	$ 738,709	$ 1,788,856
Revenue from external customers by country, percentage	2.00%	4.00%	3.00%	6.00%
Canada
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 79,200	$ 1,120	$ 482,020	$ 393,080
Revenue from external customers by country, percentage	1.00%	0.00%	2.00%	1.00%
Other
Disaggregation Of Revenue [Line Items]
Revenues from external customers	$ 1,871,787	$ 2,574,084	$ 3,118,240	$ 4,184,635
Revenue from external customers by country, percentage	16.00%	17.00%	10.00%	15.00%

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Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 2,258,083	$ 2,722,832
Work in progress	14,496,925	6,662,006
Finished goods	50,945,637	54,010,418
Inventories	$ 67,700,645	$ 63,395,256

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Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted EPS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss attributable to S&W Seed Company	$ (9,795,102)	$ (8,466,452)	$ (16,195,077)	$ (15,639,212)
Numerator for basic and diluted EPS	$ (9,795,102)	$ (8,466,452)	$ (16,195,077)	$ (15,639,212)
Denominator:
Basic	38,461,049	33,547,868	37,617,457	33,498,952
Weighted average number of common shares outstanding:
Employee stock options	0	0	0	0
Employee restricted stock units	0	0	0	0
Dilutive potential common shares	0	0	0	0
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions	38,461,049	33,547,868	37,617,457	33,498,952
Basic EPS	$ (0.25)	$ (0.25)	$ (0.43)	$ (0.47)
Diluted EPS	$ (0.25)	$ (0.25)	$ (0.43)	$ (0.47)

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Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Level 1
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Foreign exchange contract asset	$ 0
Foreign exchange contract liability		$ 0
Contingent consideration obligations	0	0
Total	0	0
Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Foreign exchange contract asset	336,796
Foreign exchange contract liability		96,466
Contingent consideration obligations	0	0
Total	336,796	96,466
Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Foreign exchange contract asset	0
Foreign exchange contract liability		0
Contingent consideration obligations	183,002	741,552
Total	$ 183,002	$ 741,552

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Leases - Additional Information (Details)	6 Months Ended
	Dec. 31, 2021
Operating And Finance Lease [Line Items]
Lessee, operating lease, option to extend, description	If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease.
Lessee, operating lease, option to extend	true
Maximum [Member]
Operating And Finance Lease [Line Items]
Lease agreements term	1 year

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Leases - Summary of Components of Lease Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Lessee Disclosure [Abstract]
Right of use assets - operating leases	$ 4,460,066
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets
Right of use assets - finance leases	$ 2,323,133
Accumulated amortization - finance leases	(1,194,418)
Right of use assets - finance leases, net	$ 1,128,715
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets
Total lease assets	$ 5,588,781
Current portion of long-term debt, net	$ 865,143	$ 909,413
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:DebtCurrent
Current lease liabilities	$ 1,338,791
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent, us-gaap:OtherLiabilitiesCurrent
Long-term debt, net	$ 783,665	$ 1,108,709
Finance Lease, Liability, Noncurrent Statement of Financial Position [Extensible List]	us-gaap:LongTermDebtAndCapitalLeaseObligations
Long-term lease liabilities	$ 3,524,463
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other non-current liabilities
Total lease liabilities	$ 6,512,062

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Leases - Summary of Components of Lease Cost (Details) - USD ($)	3 Months Ended	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Lessee Lease Description [Line Items]
Total lease costs	$ 526,213	$ 1,086,380
Cost of Revenue
Lessee Lease Description [Line Items]
Operating lease cost	172,759	345,341
Selling, General and Administrative Expenses
Lessee Lease Description [Line Items]
Operating lease cost	81,481	163,524
Research and Development Expenses
Lessee Lease Description [Line Items]
Operating lease cost	108,158	230,438
Depreciation and Amortization
Lessee Lease Description [Line Items]
Finance lease cost	$ 163,815	$ 347,077

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Leases - Summary of Maturities of Lease Liabilities (Details)	Dec. 31, 2021 USD ($)
Operating Leases
Remainder of 2022	$ 908,679
2023	1,250,404
2024	1,147,436
2025	807,304
2026	720,727
After 2026	447,434
Total lease payments	5,281,984
Less: Interest	(418,730)
Present value of lease liabilities	4,863,254
Finance Leases
Remainder of 2022	475,062
2023	874,196
2024	295,238
2025	62,881
2026	23,577
Total lease payments	1,730,954
Less: Interest	(82,146)
Present value of lease liabilities	$ 1,648,808

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Leases - Summary of Weighted Average Assumptions on Lease Term and Discount Rate and Supplemental Cash Flow Information Related to Leases (Details)	6 Months Ended
	Dec. 31, 2021 USD ($)
Lessee Disclosure [Abstract]
Operating lease remaining lease term	4 years 4 months 24 days
Operating lease discount rate	4.16%
Finance lease remaining lease term	1 year 10 months 24 days
Finance lease discount rate	5.11%
Cash paid for operating leases	$ 558,284
Cash paid for finance leases	$ 719,092

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Pioneer Relationship - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2019
Related Party Transaction [Line Items]
Payments received from related parties			$ 70,000,000.0
Revenue	$ 12,631,409	$ 15,051,331	28,163,090	$ 28,906,717
Unbilled receivable at contract termination	0		$ 0		$ 0
Pioneer | Alfalfa Seeds
Related Party Transaction [Line Items]
Termination date			May 22, 2019
Corteva and Pioneer
Related Party Transaction [Line Items]
Payments received from related parties					$ 8,300,000	$ 16,700,000	$ 45,000,000.0
Unbilled receivable at contract termination	$ 1,800,000		$ 1,800,000
Corteva and Pioneer | Alfalfa Seeds
Related Party Transaction [Line Items]
Revenue							$ 34,200,000

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Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Revenue	$ 12,631,409	$ 15,051,331	$ 28,163,090	$ 28,906,717
Pioneer product sales
Disaggregation Of Revenue [Line Items]
Revenue		4,069,433		5,699,955
Other product sales
Disaggregation Of Revenue [Line Items]
Revenue	11,818,392	10,408,743	26,723,793	22,271,496
Services
Disaggregation Of Revenue [Line Items]
Revenue	$ 813,017	$ 573,155	$ 1,439,297	$ 935,266

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Revenue Recognition - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue Recognition [Line Items]
Maximum term of payments for transfer goods and services		1 year
Unbilled receivables billing term		3 months
Bad debt expense	$ 124,135	$ 221,163	$ (32,180)
Revenue recognized		$ 400,000	$ 5,700,000	$ 400,000	$ 5,700,000
Minimum
Revenue Recognition [Line Items]
Term of customer invoice payment		30 days
Maximum [Member]
Revenue Recognition [Line Items]
Term of customer invoice payment		120 days

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Goodwill and Intangible Assets - Additional Information (Details)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 29, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) Reporting	Dec. 31, 2020 USD ($)	Jun. 30, 2021 USD ($)
Goodwill And Intangible Assets [Line Items]
Goodwill acquire transaction				$ 0		$ 0
Number of reporting units | Reporting				1
Amortization expense		$ 601,649	$ 599,068	$ 1,206,138	$ 1,193,788	$ 2,407,929
Pasture Genetics
Goodwill And Intangible Assets [Line Items]
Goodwill acquire transaction	$ 1,452,436

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Goodwill and Intangible Assets - Summary of Activity of Goodwill (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 1,651,634	$ 1,508,675
Goodwill additions	0	0
Goodwill Impairment	0	0
Goodwill currency translation adjustment	(51,985)	142,959
Goodwill, Ending Balance	$ 1,599,649	$ 1,651,634

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Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Finite Lived Intangible Assets [Line Items]
Intangible asset			$ 37,130,942	$ 38,784,058	$ 38,784,058
Intangible addition			0		8,499
Intangible Impairment			0		0
Intangible amortization expense	$ (601,649)	$ (599,068)	(1,206,138)	(1,193,788)	(2,407,929)
Intangible currency translation adjustment			(253,785)		746,314
Intangible asset	35,671,019		35,671,019		37,130,942
Trade Name
Finite Lived Intangible Assets [Line Items]
Intangible asset			1,310,489	1,479,278	1,479,278
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(101,876)		(206,311)
Intangible currency translation adjustment			(10,178)		37,522
Intangible asset	1,198,435		1,198,435		1,310,489
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Intangible asset			6,302,591	6,187,086	6,187,086
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(187,888)		(376,431)
Intangible currency translation adjustment			(170,599)		491,936
Intangible asset	5,944,104		5,944,104		6,302,591
Non-compete
Finite Lived Intangible Assets [Line Items]
Intangible asset			5,058	21,312	21,312
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(5,058)		(16,254)
Intangible currency translation adjustment			0		0
Intangible asset	0		0		5,058
GI Customer list
Finite Lived Intangible Assets [Line Items]
Intangible asset			50,146	57,310	57,310
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(3,582)		(7,164)
Intangible currency translation adjustment			0		0
Intangible asset	46,564		46,564		50,146
Supply Agreement
Finite Lived Intangible Assets [Line Items]
Intangible asset			850,874	926,507	926,507
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(37,817)		(75,633)
Intangible currency translation adjustment			0		0
Intangible asset	813,057		813,057		850,874
Grower Relationships
Finite Lived Intangible Assets [Line Items]
Intangible asset			1,436,988	1,542,393	1,542,393
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(52,702)		(105,405)
Intangible currency translation adjustment			0		0
Intangible asset	1,384,286		1,384,286		1,436,988
Intellectual Property
Finite Lived Intangible Assets [Line Items]
Intangible asset			24,427,857	25,415,665	25,415,665
Intangible addition			0		388,499
Intangible Impairment			0		0
Intangible amortization expense			(696,600)		(1,376,307)
Intangible currency translation adjustment			0		0
Intangible asset	23,731,257		23,731,257		24,427,857
License agreement
Finite Lived Intangible Assets [Line Items]
Intangible asset			2,340,269	2,300,059	2,300,059
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(86,725)		(176,646)
Intangible currency translation adjustment			(73,008)		216,856
Intangible asset	2,180,536		2,180,536		2,340,269
Internal use software
Finite Lived Intangible Assets [Line Items]
Intangible asset			406,670	474,448	474,448
Intangible addition			0		0
Intangible Impairment			0		0
Intangible amortization expense			(33,890)		(67,778)
Intangible currency translation adjustment			0		0
Intangible asset	$ 372,780		372,780		406,670
In-process research and development
Finite Lived Intangible Assets [Line Items]
Intangible asset			$ 0	$ 380,000	380,000
Intangible addition					(380,000)
Intangible Impairment					0
Intangible amortization expense					0
Intangible currency translation adjustment					0
Intangible asset					$ 0

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Goodwill and Intangible Assets - Intangible Assets (Future Amortization) (Details)	Dec. 31, 2021 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
2022	$ 1,170,033
2023	2,359,400
2024	2,336,865
2025	2,325,315
2026	2,238,898
Thereafter	$ 25,240,508

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Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 27,065,238	$ 26,077,402
Less: accumulated depreciation	(9,387,509)	(8,336,428)
Property, plant and equipment, net	17,677,729	17,740,974
Land and improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	2,284,977	2,297,529
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	8,171,925	8,196,593
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	14,864,323	13,935,053
Vehicles
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	1,051,938	1,046,937
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	552,810	552,810
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 139,265	$ 48,480

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Property, Plant and Equipment - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Abstract]
Depreciation expense	$ 614,078	$ 646,187	$ 1,184,588	$ 1,337,670

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Debt - Schedule of Total Debt Outstanding (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
Current portion of working capital lines of credit
Total current portion of working capital lines of credit, net	$ 15,153,160	$ 33,946,565
Debt issuance costs	(412,126)	(665,706)
Long-term portion of working capital lines of credit, less current portion
Long-term working capital lines of credit, less current portion	22,344,308	0
Total working capital lines of credit, net	37,497,468	33,946,565
Current portion of long-term debt
Finance lease, Current	865,143	909,413
Debt issuance costs,Current	(3,473)	(5,077)
Total current portion, net	8,508,018	1,681,166
Long-term debt, less current portion
Finance lease, Noncurrent	783,665	1,108,709
Debt issuance costs, Noncurrent	(518)	(1,847)
Total long-term portion, net	4,854,778	11,590,500
Total debt, net	13,362,796	13,271,666
CIBC
Current portion of working capital lines of credit
Total current portion of working capital lines of credit, net	13,784,913	14,500,000
National Australia Bank
Current portion of working capital lines of credit
Total current portion of working capital lines of credit, net	894,092	19,494,800
Long-term portion of working capital lines of credit, less current portion
Long-term working capital lines of credit, less current portion	22,344,308
National Australia Bank Limited Overdraft Facility
Current portion of working capital lines of credit
Total current portion of working capital lines of credit, net	886,281	617,471
Term Loan Long Term Current | National Australia Bank
Current portion of long-term debt
Secured Debt, Current	363,100	374,900
Machinery & Equipment Loans Long Term Current | National Australia Bank
Current portion of long-term debt
Secured Debt, Current	274,229	165,802
Conterra RE Short
Current portion of long-term debt
Debt issuance costs,Current	(76,593)	(39,556)
Secured Debt, Current	7,085,612	275,684
Term Loan Long Term Non Current | National Australia Bank
Long-term debt, less current portion
Secured Long-term Debt, Noncurrent	2,904,800	2,999,200
Machinery & Equipment Loans long Term | National Australia Bank
Long-term debt, less current portion
Secured Long-term Debt, Noncurrent	1,166,831	526,564
Conterra RE Long
Long-term debt, less current portion
Secured Long-term Debt, Noncurrent	0	6,974,356
Debt issuance costs, Noncurrent	$ 0	$ (16,482)

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Debt - CIBC Credit Facility - Additional Information (Details) - CIBC - USD ($)			6 Months Ended
	Sep. 27, 2021	Dec. 26, 2019	Dec. 31, 2021
Line Of Credit Facility [Line Items]
Line of credit and security agreement date		Dec. 26, 2019
Line of credit facility, maximum borrowing capacity	$ 25,000,000.0	$ 35,000,000.0
Debt instrument, prepayment term			• All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022.
Line of credit facility, borrowing capacity, description			• The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves.
Line of credit facility, remaining borrowing capacity			$ 2,200,000
Line of Credit
Line Of Credit Facility [Line Items]
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio until March 31, 2022	1.00%
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio thereafter	1.15%
Minimum potential liquidity raised to meet covenant compliance	$ 3,000,000
Line of Credit | Base Rate
Line Of Credit Facility [Line Items]
Basis spread on variable rate		1.00%
Line of Credit | LIBOR
Line Of Credit Facility [Line Items]
Basis spread on variable rate		3.00%
Line of Credit | LIBOR Floor
Line Of Credit Facility [Line Items]
Basis spread on variable rate		1.00%
Line of Credit | Event Of Default
Line Of Credit Facility [Line Items]
Basis spread on variable rate		2.00%
Line of Credit | Prime
Line Of Credit Facility [Line Items]
Basis spread on variable rate	2.00%
Maximum [Member]
Line Of Credit Facility [Line Items]
Borrowing base in percentage based on eligible domestic accounts receivable		85.00%
Borrowing base in percentage based on eligible foreign accounts receivable		90.00%
Borrowing base in percentage based on eligible inventory		65.00%
Borrowing base in percentage based on liquidation value of the inventory, subject to lender reserves		85.00%
Minimum | Line of Credit
Line Of Credit Facility [Line Items]
Minimum potential liquidity raised to meet covenant compliance			$ 3,000,000

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Debt - Loan Transaction - Additional Information (Details)		1 Months Ended		6 Months Ended
	Dec. 24, 2019 USD ($)	Jan. 31, 2021 USD ($) Point	Nov. 30, 2017 USD ($)	Dec. 31, 2021
Line Of Credit Facility [Line Items]
Number of production points assets sold | Point		5
Conterra | Secured Promissory Notes
Line Of Credit Facility [Line Items]
Gross proceeds from issuance of long term debt			$ 12,500,000
Debt instrument, maturity date				Nov. 30, 2022
Conterra | Secured Real Estate Note
Line Of Credit Facility [Line Items]
Debt instrument, principal amount			$ 10,400,000
Debt instrument, maturity date				Nov. 30, 2022
Debt instrument, maturity date, description				On December 24, 2019, the Company entered into an amendment to extend the note’s maturity date to November 30, 2022 and revise the amounts payable under the note.
Debt instrument, interest rate			7.75%
Debt instrument, prepayment term				The Company may prepay the Secured Real Estate Note, in whole or in part, at any time.
Number of production points assets sold | Point		5
Pay-down Secured Real Estate Note		$ 1,706,845
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period One
Line Of Credit Facility [Line Items]
Debt instrument, combined payment	$ 515,711	$ 388,045
Debt instrument, payment starting date	Jan. 01, 2020	Jul. 01, 2021
Debt instrument, frequency of periodic payment of interest		three consecutive semi-annual principal and interest payment
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period Two
Line Of Credit Facility [Line Items]
Debt instrument, combined payment	$ 454,185	$ 7,184,109
Debt instrument, payment starting date	Jul. 01, 2020	Nov. 30, 2022
Debt instrument, frequency of periodic payment of interest	five consecutive semi-annual principal and interest payments	one-time final payment
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period Three
Line Of Credit Facility [Line Items]
Debt instrument, combined payment	$ 8,957,095
Debt instrument, payment starting date	Nov. 30, 2022
Debt instrument, frequency of periodic payment of interest	one-time final payment

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Debt - Additional Information (Details)		1 Months Ended
	Aug. 15, 2018 USD ($) Point	Jan. 31, 2021 USD ($) Point
Line Of Credit Facility [Line Items]
Number of production points assets sold | Point		5
Pay-down the finance lease		$ 294,163
American AgCredit
Line Of Credit Facility [Line Items]
Number of sale and leaseback equipment points completed | Point	5
Proceeds from sale of equipment	$ 2,106,395
Lease term	5 years
Monthly lease payments under lease agreement	$ 40,023
Annual interest rate under lease agreement	5.60%
Repurchase value of lease asset at end of lease term	$ 1
Conterra Agricultural Capital, LLC
Line Of Credit Facility [Line Items]
Repayment of debt principal amount	$ 2,081,527
Debt Instrument, stated interest rate, percentage	9.50%
Payment of outstanding interest on borrowings	$ 24,868

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Debt - NAB Facilities - Additional Information (Details)		6 Months Ended
	Nov. 30, 2020 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2022 AUD ($)	Dec. 31, 2021 AUD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 AUD ($)	Jun. 30, 2021 USD ($)
Line Of Credit Facility [Line Items]
Facility outstanding amount		$ 37,497,468					$ 33,946,565
Term Loan
Line Of Credit Facility [Line Items]
Facility outstanding amount		$ 3,267,900		$ 4,500,000
Line of credit facility, Principal payments	$ 500,000
Line of credit facility principal payment start date		Nov. 30, 2020
Line of credit facility, termination date		Mar. 31, 2025
Line of credit facility, floating interest rate during period		2.60%
Line of credit facility, interest rate description		Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%.
Master Asset Finance Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 2,178,600		3,000,000
Facility outstanding amount		$ 1,392,271		1,917,200
Debt instrument maturity year		2029
Master Asset Finance Facility | Minimum
Line Of Credit Facility [Line Items]
Interest rate		2.86%
Master Asset Finance Facility | Maximum [Member]
Line Of Credit Facility [Line Items]
Interest rate		4.29%
National Australia Bank
Line Of Credit Facility [Line Items]
Debt guaranteed value		$ 10,983,000		15,000,000
National Australia Bank Ltd Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		30,137,300		41,500,000
Facility outstanding amount		24,124,681		33,220,437
National Australia Bank Ltd Facility | Borrowing Base Line
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 23,238,400		$ 32,000,000	$ 18,722,600	$ 26,000,000
Line of credit facility interest accrued		3.50%		3.50%
National Australia Bank Ltd Facility | Overdraft Credit
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 1,452,400		$ 2,000,000	2,160,300	3,000,000
National Australia Bank Ltd Facility | Overdraft Credit | Scenario Forecast
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity			$ 0
National Australia Bank Ltd Facility | Master Asset Finance Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		2,178,600		3,000,000	$ 1,440,200	$ 2,000,000
National Australia Bank Ltd Facility | Overdraft Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 1,452,400		$ 2,000,000
Line of credit facility interest accrued		5.47%		5.47%

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Debt - Schedule of Annual Maturities of Short-Term and Long-Term Debt (Details)	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
Remaining in 2022	$ 1,057,780
2023	8,439,509
2024	924,159
2025	2,451,485
2026	291,907
Thereafter	278,540
Total	$ 13,443,380

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Foreign Currency Contracts - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Foreign Currency Contracts [Line Items]
Foreign exchange contract liability	$ 336,796		$ 336,796		$ 96,466
Gain (loss) on foreign exchange contracts	(258,482)	$ 203,770	$ (421,028)	$ 104,553
Minimum
Foreign Currency Contracts [Line Items]
Foreign currency maturity term			2021-01
Maximum [Member]
Foreign Currency Contracts [Line Items]
Foreign currency maturity term			2022-08
Foreign Currency Forward Contracts
Foreign Currency Contracts [Line Items]
Foreign currency forward contracts, notional value	13,810,450		$ 13,810,450
Gain (loss) on foreign exchange contracts	$ 13,256	$ (484,758)	$ 252,059	$ (489,504)

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Equity-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Oct. 31, 2020	Jan. 16, 2019	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012	Oct. 31, 2012
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted				944,725
Exercise price, lower range limit				$ 2.64
Exercise price, upper range Limit				$ 3.39
Stock-based compensation		$ 1,014,203	$ 561,216	$ 1,408,515	$ 881,625
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, term				10 years
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation, total compensation cost not yet recognized, period for recognition				1 year 6 months
Number of restricted stock units issued				294,421		291,206
Fair value of awards granted				$ 829,780	714,368
Stock-based compensation				648,232	$ 454,904
Unrecognized stock compensation expense related to restricted stock grants		$ 752,646		$ 752,646
Maximum [Member] | Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period				3 years
Maximum [Member] | Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period				3 years
Minimum | Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period				1 year
Minimum | Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period				1 year
2009 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for issuance of grants								350,343	2,450,000	2,450,000	1,700,000	1,700,000	1,250,000	1,250,000
Options granted	1,143,447
2009 Plan | Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, term				10 years
2009 Plan | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, term				5 years
Voting stock, percentage				10.00%
Fair market value of common stock, percentage				110.00%
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for issuance of grants	2,750,000	2,568,386	4,000,000	2,568,386	4,000,000		4,000,000
Number of shares reserved for issuance under the plan	8,243,790
Number of new shares	4,000,000
2009 and 2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted and outstanding, weighted average grant date fair value				$ 1.13
Unrecognized stock compensation expense, net of estimated forfeitures, related to options		$ 1,666,520		$ 1,666,520
Stock-based compensation, total compensation cost not yet recognized, period for recognition				2 years 1 month 6 days

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Equity-Based Compensation - Schedule of Weighted Average Assumptions (Details) - Stock Options	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free rate, minimum	0.80%	0.20%
Risk free rate, maximum	1.10%	0.30%
Dividend yield	0.00%	0.00%
Volatility		52.10%
Volatility, minimum	61.80%
Volatility, maximum	62.40%
Average forfeiture assumptions	2.80%	2.30%

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Equity-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Options, Outstanding as of beginning of period	3,776,568	2,875,894
Options, Granted	944,725	976,924
Options, Exercised	(38,774)	(65,990)
Options, Canceled/forfeited/expired	(67,919)	(10,260)
Options, Outstanding as of end of period	4,614,600	3,776,568	2,875,894
Options, vested and exercisable at end of period	2,694,607
Options, vested and expected to vest	4,607,611
Weighted-Average Exercise Prices, Outstanding as of beginning of period	$ 2.65	$ 2.74
Weighted-Average Exercise Prices, Granted	2.69	2.41
Weighted-Average Exercise Prices, Exercised	2.33	2.48
Weighted-Average Exercise Prices, Canceled/forfeited/expired	2.86	2.94
Weighted-Average Exercise Prices, Outstanding as of end of period	2.65	$ 2.65	$ 2.74
Weighted-Average Exercise Prices, vested and exercisable	2.75
Weighted-Average Exercise Price, vested and expected to vest	$ 2.65
Options Outstanding, Weighted-Average Remaining Contractual Term (in years)	7 years 1 month 6 days	8 years	8 years 7 months 6 days
Weighted-Average Remaining Contractual Term (in years), vested and exercisable	5 years 8 months 12 days
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest	7 years 1 month 6 days
Options, Outstanding, Aggregate Intrinsic Value	$ 1,068,461	$ 3,962,766	$ 22,409
Options, vested and exercisable, Aggregate Intrinsic Value	646,060
Options, vested and expected to vest, Aggregate Intrinsic Value	$ 1,067,301

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Equity-Based Compensation - Summary of Activity Related to Non-Vested Restricted Stock Units (Details) - Restricted Stock Units - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Nonvested Restricted Stock Units Outstanding, Beginning	361,570	396,803
Number of Nonvested Restricted Stock Units, Granted	294,421	291,206
Number of Nonvested Restricted Stock Units, Vested	(335,695)	(326,439)
Number of Nonvested Restricted Stock Units, Forfeited	(7,036)
Number of Nonvested Restricted Stock Units Outstanding, Ending	313,260	361,570	396,803
Weighted-Average Grant Date Fair Value, Beginning	$ 2.51	$ 2.33
Weighted-Average Grant Date Fair Value, Granted	2.82	2.59
Weighted-Average Grant Date Fair Value, Vested	2.63	2.36
Weighted-Average Grant Date Fair Value, Forfeited	2.35
Weighted-Average Grant Date Fair Value, Ending	$ 2.67	$ 2.51	$ 2.33
Weighted-Average Remaining Contractual Life (Years)	1 year 7 months 6 days	1 year 3 months 18 days	1 year 7 months 6 days
Weighted-Average Remaining Contractual Life (Years), Granted	2 years 10 months 24 days	1 year 10 months 24 days

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Equity - Additional Information (Details) - USD ($)			6 Months Ended		12 Months Ended
	Oct. 14, 2021	Sep. 23, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Sep. 27, 2021	Dec. 01, 2020
Class Of Stock [Line Items]
Net proceeds from sale of common stock			$ 4,920,693	$ 1,385,926
Common stock, shares authorized			75,000,000		75,000,000
ATM Agreement | B. Riley Securities, Inc
Class Of Stock [Line Items]
Maximum aggregate offering price of common stock by agent		$ 14,000,000				$ 17,100,000
Percentage of commission on gross proceeds from sale of common stock through agent		3.50%
Gross proceeds from sale of common stock			$ 2,586		$ 10,900,000
Number of common stock shares issued during the period			848		3,008,015
Value of remaining common stock available to issue under agreement			$ 6,200,000
Common stock, shares authorized				75,000,000			50,000,000
Securities Purchase Agreement
Class Of Stock [Line Items]
Proceeds from sale of common stock, net of fees and expenses, shares	1,847,343
Common stock purchase price, per share	$ 2.73
Net proceeds from sale of common stock	$ 5,000,000.0

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Non-Cash Activities for Statements of Cash Flows - Schedule of Consolidated Statements of Cash Flows for Non-Cash Activities (Details) - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Purchases of equipment classified as finance lease	$ (122,863)	$ (454,146)