1. Eligibility: This sales incentive program (the “Incentive Program”) is open only to legal entities 
(“Retailers”), that meet all of the following criteria: (a) are in the business of selling agricultural inputs, 
seed treatments, or fertilizers; (b) are, during the Program Period, party to a Distributor Agreement, Indigo 
Retail Agreement or similar agreement relating to the sale and distribution of Indigo microbial products
(each a “Distribution Agreement”) with Indigo Ag, Inc., a Delaware corporation (“Indigo”); (c) are in 
good standing under the Distribution Agreement throughout the Program Period; (d) sell the Indigo 
Products identified in § 6 (the “Indigo Product(s)”) for use with corn seed within the United States; and 
(e) is directly offered to participate in this Incentive Program by receipt these terms and conditions directly 
from Indigo. The foregoing, collectively, is the “Eligibility Criteria”. Any Eligibility Criteria may be 
waived by Indigo in its sole and absolute discretion.

2. Agreement to Rules: By participating in this Incentive Program, Retailer agrees to be bound by all terms, 
conditions and limitations set forth herein (the “Program Rules”), and Retailer represents and warrants to 
Indigo that Retailer meets the Eligibility Criteria. Retailer will be deemed to be participating in the Incentive 
Program, and thus deemed to accept all of the terms herein, by any one or more of the following actions 
of Retailer or any Retailer Personnel occurring after the receipt of these terms: (i) any writing to Indigo or 
its representatives confirming participation in the Incentive Program, (ii) submission of any documentation 
or request for any actions (i.e., sales) of Retailer to be counted towards the Incentive Program, (iii) any oral 
or written request to Indigo for an update on Retailer’s status, achievement of, of accrual towards any 
Eligible Sales, Sales Milestones Incentive Credit or and/Rewards that reasonably implies participation in 
the Incentive Program; and/or (iv) submission of any request or documentation to Indigo or its 
representatives for any benefit, reward or prize hereunder. Any acceptance of the terms herein shall be 
deemed to be retroactive to the beginning of the Program Period.

3. Program Term: The Incentive Program begins on February 17, 2023 at 12:01am (EST) and concludes
on April 30, 2023 at 11:59pm (EST) (the “Program Period”).

4. Key Definitions: for the purpose of the Incentive Program, the following terms have the definition set 
forth below:

“Eligible Sales” means a completed sale of an Indigo Product to a third-party end-user customer of Retailer
that (a) occurs (or is shipped) between December 1, 2022 and the end of the Program Period; and (b) such 
Indigo Products are delivered to the customer prior to the end of the Program Period. Indigo will be responsible 
for tracking all Eligible Sales made by Retailer. In the event of any dispute as to whether any sale of any Indigo 
product will count towards Eligible Sales, Indigo shall have the right to make such determination in its 
discretion.

“Sales Milestone” refers to the Retailer’s completion of a number of Eligible Sales amounting to the volume 
of Indigo Product needed to treat 1,000 acres worth of corn seed, as generally set forth under Section 6, and as 
ultimately calculated by Indigo. To the extent that any amount of Indigo Product sold as part of an Eligible 
Sale are returned to the Retailer during or after the Program Period, such amounts shall be deducted from the 
total Eligible Sales for the purposes of calculating the Sales Milestone.

"Incentive Credit” represents a credit earned by Retailer for achieving the Sales Milestone. Incentive Credits 
have no monetary value, and may not be transferred, sold, or exchanged; Incentive Credits are only redeemable 
for a Reward pursuant to the terms and conditions of this Incentive Program. All Incentive Credits outstanding 
expire as of June 1, 2023.

“Retroactive Credits” may be issued to Retailer for any and all Sales Milestones achieved by Retailer between 
January 1, 2023 and the start of the Program Period. Retroactive Credits, once earned, will be treated the same 
as any Incentive Credit earned by the Retailer. Partial achievement of any Sales Milestone prior to the Program
Period will not count towards any Sales Milestone.

“Reward(s)” as of the start of the Program Period refers to the following discrete items: (1) $200.00 Amazon 
Gift Card; (2) Captiva Designs Charcoal Grill with Offset Smoker; estimated retail value of: $199.00; (3) Grizzly 
20 rotomolded cooler; estimated retail value of $219.99; or, (4) Margaritaville Bahamas Frozen Margarita 
Machine, 36oz pitcher; estimated retail value of $226.00. Each item is a Reward, and collectively the Rewards. 
Indigo may, at any time, add or remove any item to the list of Rewards without notice to any Retailer. For an 
up-to-date list of available Rewards, Retailer may contact Indigo. All Rewards are subject to availability. Indigo 
may, at its discretion, substitute reasonably similar products. Values are approximate. Nothing herein shall be 
interpreted as any endorsement by Indigo of any third party product, or any third party endorsement of Indigo. 
Limited quantities of each Reward are available. Redemption shall be on a first come, first served basis.

5. Incentive Accruals:  If the Retailer achieves a Sales Milestone, then Retailer will accrue one (1) Incentive 
Credit. Following the accrual of the Retailer’s first Incentive Credit during the Program Period, Retailer will 
also be deemed to have earned all Retroactive Credits then accrued by Retailer. No Retroactive Credits shall 
be issued or earned unless Retailer first achieves a Sales Milestone during the Program Period. For the 
remainder of the Program Period, Retailer may earn additional Incentive Credits each time it achieves the
Sales Milestone. For illustrative purposes only, if the Retailer, as of the start of the Program Period had 
made Eligible Sales amounting to 5,666 acres worth of corn seed, the Retailer will be able to earn 5 
Retroactive Credits and 1 Incentive Credit upon the achievement of the Sales Milestone for the first time 
following the start of the Program Period; however, if such Retailer fails to achieve the Sales Milestone 
during the Program Period, then no Retroactive Credits nor Incentive Credits will be accrued by Retailer.

6. Sales Milestone Tracking.  Indigo will be solely responsible for the tracking of Retailer’s progress vis a 
vis any Sales Milestone. In the event of any dispute relating to calculation of Eligible Sales or achievement 
of any Sales Milestone, Indigo shall have the discretion to make the final determination, and such 
determination shall be binding and final, absent clear and material error. Nothing herein shall be interpreted 
to grant any Retailer any audit right of Indigo’s records- it is the responsibility of each Retailer to maintain 
its own records of its Eligible Sales and to refer to such records for any dispute. The Retailer will be notified 
by Indigo upon the achievement of each Sales Milestone as determined by Indigo, using Indigo’s reasonable 
bona fide record keeping practices. The below table sets forth the Indigo Products eligible for this Incentive 
Program as well as the number of acres of corn seed that may be treated by each package of Indigo Product.

7. Redeeming Incentive Credits. Retailers may redeem an Incentive Credit for any single Reward. Indigo 
in its sole discretion may determine that a Reward is not available at the time of redemption. If Retailer has 
selected such unavailable Reward Indigo will inform Retailer of such unavailability within a reasonable 
period of time. In such case, the Retailer will be given the opportunity to select a different Reward that is 
available. Retailer may redeem up to 10 Incentive Credits in aggregate during the Program Period. Indigo 
may, but is not obligated to, in its sole discretion, permit a Retailer to redeem additional Incentive Credits. 
All Incentive Credits must be redeemed no later than June 1, 2023. Thereafter, all Incentive Credits shall 
expire, unless otherwise determined by Indigo in its sole and absolute discretion. Retailer acknowledges and 
agrees that receipt of any Reward may result in the requirement to pay applicable federal, state or local 
taxes, which tax obligation(s) shall be Retailer’s sole obligation and expense.

8. Delivery. Indigo will arrange for the selected Reward to be shipped to the address provided by the 
Retailer on a reasonable schedule, as determined by Indigo. If no address for the Retailer is on file, or 
Retailer desires for a different address to be used for the delivery of the Reward, retailer must provide the 
new address to Indigo via email prior to the selection of any Reward. Indigo will not be liable for the 
delivery of a Reward to an incorrect address that is caused by inaccurate information provided by Retailer.

9. Retailer Cooperation. In consideration of Indigo providing the Reward, Retailer will cooperate with 
Indigo upon request to provide any required tax or identification information, including by completing any 
tax-related forms and/or the provision of necessary tax information. Receipt by Retailer of the Reward(s) 
offered under this Program Incentive is conditioned upon compliance with any and all federal, state, and 
local laws and regulations. Retailer acknowledges and agrees that receipt of a Reward may be a taxable event 
and as such the Retailer may receive a Form 1099 or other form in connection with the receipt of any 
Reward(s).

10. Referral Disclosure; Personnel: To the extent required by law, Retailer shall be responsible for making 
any relevant disclosures to its personnel and any third party (including, without limitation, any customer 
that may be solicited to purchase the Indigo Product) about incentive or referral payments/consideration
made by Indigo to Retailer. Retailer will not make any representations, warranties or covenants, implied or 
explicit, regarding Indigo or any obligation of Indigo to issue any Reward or any payment to any personnel 
of Retailer. Retailer shall be solely responsible for the payment of any taxes relating to the Reward(s). To 
the extent Indigo offers any assistance to promote any Reward to any personnel of Retailer, such assistance 
is at Retailer’s sole risk and option. To the extent any collateral is used by Retailer to promote the potential 
to receive a Reward, it shall be Retailer’s responsibility to review and make the ultimate decision to issue 
such collateral, which shall be explicitly offered by Retailer and not Indigo. Under no circumstance shall 
Retailer state, implicitly or explicitly, that any payment/gift/consideration obligation to any Retailer 
Personnel or any third party is from Indigo. To the extent Retailer wishes to distribute any Rewards to its 
officers, directors, employees, agents or other representatives ("Retailer Representatives"), such 
distribution shall be at Retailer’s sole option. Retailer acknowledges and agrees that Retailer Representatives 
are not direct participants in the Incentive Program. Retailer shall not imply any direct participation by 
Retailer Representative in the Incentive Program

11. Limitation of Liability: By enrolling, Retailer agrees that neither Indigo nor its affiliates, employees, 
officers, directors, agents, or representatives, nor those of its affiliates (collectively, the “Indemnified 
Parties”) shall not have any liability to any Retailer Personnel, including, without limitation, any employee 
of Retailer, arising under this Incentive Program or the Reward. Retailer shall indemnify and hold Indigo
and the Indemnified Parties harmless for any loss, claim, expense, cost or any other liability whatsoever 
arising from any claim (i) by any Retailer Personnel against Indigo or any of the Indemnified Parties, relating 
to the Reward or any matter contemplated under this Incentive Program, (ii) relating to, or arising from, 
any breach of Retailer of the terms of this Incentive Program and/or (iii) any liability, illness, injury, death, 
loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, 
from Retailer’s participation in the Incentive Program and/or Retailers acceptance, possession, use, or 
misuse of any Reward.

12. Disputes:  THIS PROGRAM IS GOVERNED BY THE LAWS OF THE UNITED STATES OF 
AMERICA AND THE STATE OF TENNESSEE, WITHOUT RESPECT TO CONFLICT OF LAW 
DOCTRINES. Retailer agrees that any and all disputes that cannot be resolved between the parties, and 
causes of action arising out of or connected with this Incentive Program, shall be resolved individually, 
without resort to any form of class action, exclusively before state or federal courts located in Shelby 
County, Tennessee having jurisdiction. Retailer agrees to be subject to the personal jurisdiction of any state 
or federal court located in Shelby County, Tennessee. Further, in any such dispute, under no circumstances 
shall participant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or 
consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket 
expenses (i.e. costs associated with participating in Program). Retailer further waives all rights to have 
damages multiplied or increased.

THE MAXIMUM AGGREGATE LIABILITY OF INDIGO OR ANY OF THE INDEMNIFIED 
PARTIES TO ANY RETAILER FOR ANY CLAIM OR DISPUTE RELATING TO OR ARISING
UNDER THESE TERMS AND/OR THE INCENTIVE PROGRAM SHALL BE $250.00.

13. Disclosures. To the extent required by law, Retailer shall be responsible for making any relevant 
disclosures to its personnel and any third party (including, without limitation, any customer that may be 
solicited to purchase the Indigo Product) about incentive or referral payments made by Indigo to Retailer.