SALES AGENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS

This Sales Agent Agreement (“Agreement”) executed and entered this _____________________
in ____________________, by and between:

TAO COMMODITY TRADER, INC., a corporation organized and existing

under the laws of the Republic of the Philippines with principal office at the 90
Tao Corporate Center P.E. Antonio Street, Barangay Ugong, Pasig City,
represented herein by its President, GASPAR A. VICENTE, and its Tao Seeds
Business Unit Head, JOSEPH ARLAN C. FAJARDO, hereinafter referred to
as the “FIRST PARTY;”

- and –

_____________________, of legal age, Filipino, and with residence at

_______________________________, hereinafter referred to as the “SECOND
PARTY.”

Each may be referred to individually as “Party” and collectively as “Parties”,

as the context may require.

WHEREAS, the FIRST PARTY is engaged in the business of providing and distributing
hybrid rice and parentals (the “Products”); and

WHEREAS, the FIRST PARTY desires to retain the services of the SECOND PARTY to
market and solicit orders for the Products, and the SECOND PARTY desires to perform such
services, as more fully described in Schedule A attached hereto (the “Services”);

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

1. Engagement of the SECOND PARTY.

1.1 The FIRST PARTY hereby engages the SECOND PARTY as its exclusive
SECOND PARTY to market and solicit orders for the license of the Services in the Territory (as
defined in Section 1.3 below), subject to acceptance by the FIRST PARTY.  The engagement of
the SECOND PARTY shall be as an independent contractor and not as an employee, agent,
subsidiary or corporate affiliate of the FIRST PARTY and shall be for the Term as defined in
Section 1.2 below unless earlier terminated pursuant to the terms of this Agreement.  The
SECOND PARTY hereby accepts such engagement.

1.2 The term of the engagement (the “Term”) shall be enduring unless either the
FIRST PARTY or the SECOND PARTY gives the other party written notice of its intention to
terminate this Agreement for cause delivered to such provided that this Agreement has not been
earlier terminated pursuant to the terms hereof.  

1.3 The SECOND PARTY shall market and solicit orders for the Services to be
provided to prospective customers located in North America, South America and Europe
including but not limited to South America, the European Economic Community, Canada, the
countries of the former Soviet Union and countries in other parts of the world agreed between the
parties to the agreement, (the “Territory”).

1.4 The SECOND PARTY is authorized to use the copyrighted materials,

trademarks, trade names and service marks of the FIRST PARTY, and its subsidiaries and
partnerships solely in connection with the performance of his obligations hereunder in accordance
with the policies and procedures established by the FIRST PARTY from time to
time provided that nothing contained in this Agreement or otherwise shall effect or be deemed to
effect an assignment, license or other grant of any right by the FIRST PARTY of any of the
FIRST PARTY’s rights in or to such copyrighted materials, trademarks, trade names or service
marks or any other intellectual property of the FIRST PARTY.  

1.5 During the term of this Agreement, the SECOND PARTY shall not market,
solicit the license or sale of or have an interest, directly or indirectly, in any Person (as defined
below) that markets or solicits the sale of, any service that would compete with the Services or
otherwise conflict with the best interests of the FIRST PARTY excepting the circumstances of
2.5 below.

1.6 The FIRST PARTY understands and agrees that the SECOND PARTY may (i)
appoint other SECOND PARTYs to market and/or solicit orders for the Services during and after
the Term, and (ii) market and/or solicit orders for the Services by itself or through any third party
or parties at any time, provided FIRST PARTY approves.

1.7 The SECOND PARTY shall not have authority to accept orders on behalf of the
FIRST PARTY or to bind or commit the FIRST PARTY to deliver the Services or assume or
perform any other obligation in respect of any customer or prospective customer, and the
SECOND PARTY shall not make any contrary representations.  The SECOND PARTY shall not
make any representation or warranty on behalf of the FIRST PARTY other than as authorized in
writing by the FIRST PARTY.

2. Prices and Terms of Order; Confirmation and Acceptance of Orders.

2.1 The SECOND PARTY shall quote only the prices, delivery schedules and other
terms and conditions supplied by the FIRST PARTY and no deviations shall be made therefrom.

2.2 All orders solicited and taken by the SECOND PARTY shall be submitted to the
FIRST PARTY and are subject to acceptance and confirmation in writing by a duly authorized
officer of the FIRST PARTY.  Only the FIRST PARTY shall make decisions regarding a
customer’s credit and all matters relating to billing to customers.  The SECOND PARTY shall,
on request, assist the FIRST PARTY in obtaining credit information relating to customers or
prospective customers.  All quotations for the Services made by the SECOND PARTY to
customers or prospective customers and all orders delivered to the SECOND PARTY must be
made expressly subject to the approval and confirmation of the FIRST PARTY and are not final
until an authorized officer gives such approval in writing.

2.3 The FIRST PARTY reserves the right, in its sole discretion, to decline to accept
any order and to change or discontinue the marketing of any of the Services, without prior notice
to the SECOND PARTY.  In the event that the FIRST PARTY declines to accept any such order
or change or discontinue the marketing of any of the Services the FIRST PARTY shall not be
liable to the SECOND PARTY for the payment of any commission or fees that would have been
payable hereunder had such order been accepted by the FIRST PARTY, except for any
commissions due from funds accepted by the FIRST PARTY from the account of SECOND
PARTY.

2.4 The FIRST PARTY may, in its sole discretion, cancel any order, either in whole
or in part, at any time after acceptance by the FIRST PARTY and the FIRST PARTY shall be
relieved of all of its obligations with respect to commissions and fees thereto,  except for
any commissions already due at time of cancellation from payments already made by
customer which shall be paid to SECOND PARTY.

2.5 Only under the circumstances of 2.3 and 2.4 above the agent may offer or
recommend to the customer an alternative solution from a competitor, while holding the FIRST
PARTY safe from competition as elsewhere in the contract.
 2.6 Transparency: To determine commission amounts and payment timing
SECOND PARTY to be notified of amounts at time of billing and payment by customer.
SECOND PARTY to have full access to commercial information pertaining to payment revenues
billed by FIRST PARTY to final customers and intermediary commercial third parties introduced
by SECOND PARTY, including but not limited to all situations of Appendix B.

3. Commissions and Expenses.

3.1 The FIRST PARTY shall pay a commission to the SECOND PARTY entered
into by the FIRST PARTY with customers obtained primarily through the efforts of the
SECOND PARTY, in accordance with the fee schedule set forth in Schedule B attached hereto.  

3.2 FIRST PARTY will reimburse SECOND PARTYs with amounts spent by
mutual agreement on Companies business 30 days from date of invoice delivered by email.

4. Furnishing Sales Materials to the SECOND PARTY.  

4.1 In connection with the SECOND PARTY’s performance of his duties and
obligations, the FIRST PARTY may from time to time during the term of this Agreement furnish
the SECOND PARTY with such sales catalogs, brochures, samples, equipment, software and
other sales materials (collectively the “Sales Materials”) as the FIRST PARTY deems necessary
to enable the SECOND PARTY to solicit orders for the Services.  All Sales Materials shall
remain the exclusive property of the FIRST PARTY.  The SECOND PARTY shall use such Sales
Materials solely for the purpose of soliciting orders for the Services within the Territory and will
take all action necessary and appropriate to ensure that no Sales Materials are lost, stolen,
destroyed or damaged.  If any Sales Material is lost, stolen, destroyed or damaged, the SECOND
PARTY shall be liable to the FIRST PARTY for the cost of replacement of such Sales Materials.

4.2 Upon demand by and in accordance with the instructions of the FIRST PARTY,
the SECOND PARTY will, at the SECOND PARTY’s expense, return to the FIRST PARTY all
Sales Materials specified in such demand within 10 days after the date of such demand.  The
SECOND PARTY further agrees that, in the event that this Agreement is terminated for any
reason (with or without cause), the SECOND PARTY shall immediately return, at the SECOND
PARTY’s own expense, all such Sales Materials to the FIRST PARTY at its main office or as
otherwise directed by the FIRST PARTY.

5. Termination.  Notwithstanding anything to the contrary contained in this

Agreement, including Section 1.2 hereof, either the SECOND PARTY or the FIRST PARTY
may terminate this Agreement with cause thirty (60) days after giving notice in writing to the
other party of the terminating party’s intention to terminate this Agreement; provided, however,
that termination of this Agreement by either party shall not relieve either party from liability for
breach of any provision of this Agreement nor for payment of commissions or monies due one to
the other. Specifically:

5.1 FIRST PARTY agrees that termination does not relate to ongoing payment of
commissions from clients introduced by SECOND PARTYs to FIRST PARTY who conclude a
sale subsequent to termination nor to payments due from the continuation of contracts with
clients arranged by SECOND PARTY prior to termination, nor for expenses agreed but
outstanding

6. Indemnification.

6.1 The FIRST PARTY shall defend, indemnify and hold harmless the SECOND
PARTY from and against any loss, liability, claim or damage (including reasonable attorneys’
fees and costs) relating to or arising from a breach of this Agreement by the FIRST PARTY.
 6.2 The SECOND PARTY shall defend, indemnify and hold harmless the FIRST
PARTY, its officers, directors, members, employees and agents from and against any loss,
liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising
from (i) any claim or allegation in connection with the marketing of the Services by the SECOND
PARTY and (ii) a breach of this Agreement by the SECOND PARTY.

6.3 The foregoing indemnities are conditioned on (i) prompt written notice by the
party seeking indemnification; (ii) cooperation in the defense of the claim, demand or action; and
(iii) the obtaining of the prior written approval of the indemnifying party of any settlement or
offer of settlement.

7. Non-Disclosure.  The SECOND PARTY covenants and agrees that he shall not,

during the Term of this Agreement, except in the performance of obligations hereunder, or at any
time after the termination of this Agreement, communicate or disclose to any Person (other than
the FIRST PARTY or its Affiliates and the FIRST PARTY’s agents, consultants, auditors or
attorneys), or use for his account, without the prior written consent of the FIRST PARTY, any
business information, observations, data, written material, records or documents relating to the
business and affairs of the FIRST PARTY or any of its Affiliates, including, without limitation,
any trade secrets, customer lists, information relating to sources of customers or prospects,
financial, personnel and customer information, and any confidential information concerning the
business or affairs of any supplier, creditor, lender, shareholder or customer of the FIRST
PARTY or any of its Affiliates which was obtained or acquired by the SECOND PARTY during
the Term of this Agreement.  In addition, the SECOND PARTY shall not discuss the fees or other
compensation received by the SECOND PARTY, or by any of the FIRST PARTY’s employees,
salesmen or agents with any other person whether or not they are employed by the FIRST
PARTY (except for confidential discussions with the SECOND PARTY’s accounting and legal
advisors); nor shall the SECOND PARTY discuss sales achieved by the FIRST PARTY or any
profit and cost information with any other party except as authorized by the President of the
FIRST PARTY.  The SECOND PARTY further covenants and agrees that the SECOND PARTY
shall retain all such knowledge and information concerning the foregoing in trust for the sole
benefit of the FIRST PARTY and its Affiliates and their successors and assigns.

8. Non-Circumvent. FIRST PARTY agrees not to circumvent SECOND

PARTY by communicating or conducting business with SECOND PARTY’s clients
either directly or through other SECOND PARTYs without prior agreement

9. Covenant to Report; Ownership of Trade Secrets.

9.1 The SECOND PARTY shall promptly communicate and disclose to the FIRST
PARTY all observations made and data obtained by the SECOND PARTY during the Term. All
written materials, records and documents made by the SECOND PARTY or coming into his
possession during the Term concerning the business or affairs of the FIRST PARTY or any of its
Affiliates shall be the sole property of the FIRST PARTY and its Affiliates; and upon the
Termination of this Agreement or upon the earlier request of the FIRST PARTY during the Term,
the SECOND PARTY shall promptly deliver the same to the FIRST PARTY (or its designee).

10. Remedies.  The SECOND PARTY acknowledges that the FIRST PARTY will
have no adequate remedy at law if the SECOND PARTY violates any of the terms of this
Agreement. In such event, the SECOND PARTY agrees that the FIRST PARTY will be entitled
to obtain preliminary and permanent injunctive relief or otherwise to specifically enforce any of
the provisions of this Agreement, in any court of competent jurisdiction, without prejudice to any
other remedy available to it at the FIRST PARTY’s expense; provided, however, that such
remedy will be held and construed to be cumulative and not exclusive of any rights or remedies,
whether in law or equity, otherwise available under the terms of this Agreement or under federal,
state or local statutes, rules and regulations.

11. Definitions.  Unless otherwise defined herein, the following terms shall have the
meanings ascribed to them:  (a) “Affiliate” shall mean any Person that directly, or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with
another Person; and (b) “Person” shall mean any individual, corporation, firm, association,
partnership, other legal entity or other form of business organization.

12. No Conflicts with Other Agreements.  The SECOND PARTY represents and

warrants that his obligations under this Agreement do not breach, violate, conflict with or
contravene any oral or written understanding or agreement binding on the SECOND PARTY,
including, without limitation, any covenant not to compete.

13. Assignment.  This Agreement and all of the provisions hereof shall be

binding upon and inure to the benefit of both parties hereto and their respective
successors and assigns; provided, however, that neither this Agreement nor SECOND
PARTY without the prior written consent of the FIRST PARTY, nor any of the rights,
interests or obligations hereunder may be assigned by the FIRST PARTY without the
prior written consent of the SECOND PARTY. Specifically in the event that the business
of FIRST PARTY or intellectual property of KC 9000 is acquired then the new owners
will remain liable for commission payments as herein agreed and cancellation remains for
cause. Notwithstanding this protection the representation agreement may also be
terminated in exchange for a payment agreed as part of any sale of FIRST PARTY or its
intellectual property.

14. Changes; Alterations.  No change, alteration, modification or addition to this

Agreement shall be effective unless in writing and properly executed by the parties hereto.

15. Applicable Law.  This Agreement shall be governed by and construed solely and
exclusively in accordance with the laws of the Republic of the Philippines, without regard to any
statutory or common-law provision pertaining to conflicts of laws.  The Parties agree that courts
of competent jurisdiction in Pasig City shall have jurisdiction with any issues in this Agreement.

16. Arbitration. The Parties waive any claim that they may have that any of the
foregoing courts is an inconvenient forum. The Parties agree that all controversies, claims,
disputes and matters in question arising out of, or related to this Agreement, the performance
under this Agreement, the breach of this Agreement or any other matter or claim whatsoever
(including but not limited to tort claims) shall be decided by binding arbitration before the
Philippine Arbitration Tribunal, utilizing its Commercial Rules.

17. Notices.  All notices and other communications which are required under this
Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in
person, (b) two business days after being mailed with an internationally recognized courier
service provided that such mailing is sent by a tracked process and the documents are signed for
by the recipient at their last known business address.

18. Entire Agreement.  This Agreement, together with Schedule A and Schedule B

attached hereto, embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter of this Agreement and supersedes all prior agreements,
commitments, arrangements; negotiations or understandings, whether oral or written, between the
parties with respect thereto.  There are no agreements, covenants, undertakings, representations or
warranties with respect to the subject matter of this Agreement other than those expressly set
forth or referred to herein.

19. Severability.  If any provisions of the Agreement shall be declared to be invalid
or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof, which shall remain in full force and effect.

20. Headings.  The headings contained in this Agreement are for convenience of

reference only and shall not constitute a part hereof or define, limit or otherwise affect the
meaning of any of the terms or provisions hereof.
 21. Counterparts.  This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and
the same instrument.

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

TAO COMMODITY TRADER, INC. __________________________________

CORPORATION
By:

GASPAR A. VICENTE
President

JOSEPH ARLAN C. FAJARDO

Tao Seeds-Business Unit Head

Signed in the presence of:

__________________________ _________________________

ACKNOWLEDGMENT 1
(For TCTI Use Only)

REPUBLIC OF THE PHILIPPINES )

CITY OF MAKATI ) S.S.

BEFORE ME, a Notary Public in and for ________________ this ________________,

personally appeared Mr. Gaspar A. Vicente and Joseph Arlan C. Fajardo with their competent
evidence of identity ___________________________and ____________________________,
respectively. known to me and by me known to be the same person who executed the foregoing
Memorandum of Agreement and they acknowledged to me that the same is their free and
voluntary act and deed and the free and voluntary act and deed of the corporation which they
represent. This Agreement together with its annexes consists of _______ (____) pages,
including this page, and has been signed by the parties hereto.

IN WITNESS WHEREOF, I have hereunto set my hand and affix my notarial seal at the date and
place first above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2021.
 ACKNOWLEDGMENT 2
(For 2nd Party’s Use Only)

REPUBLIC OF THE PHILIPPINES )

) S.S.

BEFORE ME, a Notary Public in and for ________________ this ________________,

personally appeared _________________________ and _______________________________
with their competent evidence of identity ___________________________and
____________________________, respectively. known to me and by me known to be the same
person who executed the foregoing Memorandum of Agreement and they acknowledged to me
that the same is their free and voluntary act and deed and the free and voluntary act and deed of
the corporation which they represent. This Agreement together with its annexes consists of
_______ (____) pages, including this page, and has been signed by the parties hereto.

IN WITNESS WHEREOF, I have hereunto set my hand and affix my notarial seal at the date and
place first above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2021.