EX-10.1


  Exhibit 10.1

  		
	 
	JPMORGAN CHASE BANK, N.A.
GLOBAL TRADE OPERATIONS
10420 HIGHLAND MANOR DRIVE, FLOOR 04
TAMPA, FL 33610-9128
SWIFT: CHASUS33

	 
	 



  To:
MFP Partners, LP
C/O MFP INVESTORS LLC
909 3rd Avenue FL 33
New York, NY 10022

  Date: 21 Sep 2022

  Subject : Acknowledgement Advice for Standby Letter of Credit

  Our Reference : NUSCGS044349

  Dear Sir/Madam,

  			
	Your Reference
	: 
	CIBC Bank USA

	Standby LC Reference
	: 
	NUSCGS044349

	Account Party
	: 
	S&W SEED COMPANY

	 
	 
	(REFER TO LC TEXT FOR FULL DETAILS)

	 
	 
	2101 KEN PRATT BLVD., SUITE 201

	 
	 
	LONGMONT, CO 80501

	Beneficiary
	: 
	CIBC BANK USA

	 
	 
	70 WEST MADISON, STE. 900

	 
	 
	CHICAGO, IL 60602

	 
	 
	ATTN: LETTER OF CREDIT DEPT.

	 
	 
	 



  As per your request we have issued our Irrevocable Standby Letter of Credit in the favor of beneficiary under our reference number stated above.

  We hereby enclose the copy of the Irrevocable Standby Letter of Credit for your information and record purpose.

  All inquiries regarding this transaction may be directed to our Client Service Group quoting our reference

  NUSCGS044349 using the following contact details:
Telephone Number: 1-800-634-1969
Email Address: gts.client.services@jpmchase.com

  This is a computer generated document and therefore does not require a signature

   

  Organized under the laws of U.S.A. with limited liability

  United States	NUSCGS044349	21 Sep 2022	Page-1/4

   

  

  Continuation of our Reference	NUSCGS044349

  COPY OF STANDBY LETTER OF CREDIT ISSUED

  DATE : 21 Sep 2022

  IRREVOCABLE STANDBY LETTER OF CREDIT REFERENCE NO.: NUSCGS044349

  TO: CIBC BANK USA

  70 WEST MADISON, STE. 900

  CHICAGO, IL 60602

  ATTN: LETTER OF CREDIT DEPT.

  DEAR SIR/MADAM,

  WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR.

  			
	BENEFICIARY
	: 
	CIBC BANK USA

	 
	 
	70 WEST MADISON, STE. 900

	 
	 
	CHICAGO, IL 60602

	 
	 
	ATTN: LETTER OF CREDIT DEPT.

	ACCOUNT PARTY
	: 
	S&W SEED COMPANY

	 
	 
	(REFER TO LC TEXT FOR FULL DETAILS)

	 
	 
	2101 KEN PRATT BLVD., SUITE 201

	 
	 
	LONGMONT, CO 80501

	DATE OF EXPIRY
	: 
	23-JAN-2023

	PLACE OF EXPIRY
	: 
	OUR COUNTER

	AMOUNT
	: 
	USD 9,000,000.00

	APPLICABLE RULE
	: 
	ISP LATEST VERSION

	 
	 
	 



  ACCOUNT PARTIES’ FULL NAMES AND ADDRESS:

  S&W SEED COMPANY

  SEED HOLDINGS, LLC

  STEVIA CALIFORNIA, LLC

  2101 KEN PRATT BLVD

  SUITE 201

  LONGMONT, CO 80501

  RE: S&W SEED/RM: KEMPTON

  THIS LETTER OF CREDIT IS ISSUED AT THE REQUEST OF MFP PARTNERS, L.P., C/O MFP INVESTORS LLC, 909 3RD AVE FL 33, NEW YORK, NY 10022 FOR THE ACCOUNT OF S&W SEED COMPANY, A NEVADA CORPORATION (“S&W SEED”), SEED HOLDINGS, LLC, A NEVADA LIMITED LIABILITY COMPANY (“SEED HOLDING”), AND STEVIA CALIFORNIA, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY.

  FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE AT SIGHT WITH JPMORGAN CHASE BANK, N.A. UPON PRESENTATION OF BENEFICIARY’S SIGNED AND DATED STATEMENT READING AS FOLLOWS:

  “THE AMOUNT OF THIS DRAWING USD__________ , UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NO. NUSCGS044349 REPRESENTS FUNDS DUE TO CIBC BANK USA, AS AGENT AND LENDER (“CIBC”), FROM S&W SEED COMPANY, A NEVADA CORPORATION (“S&W SEED”), SEED HOLDINGS, LLC, A NEVADA LIMITED LIABILITY COMPANY (‘‘SEED HOLDING’’), AND STEVIA CALIFORNIA, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (‘‘STEVIA CA’’); (S&W SEED, SEED HOLDING AND STEVIA CA ARE EACH INDIVIDUALLY A ‘‘BORROWER’’ AND COLLECTIVELY REFERRED TO AS “BORROWERS”) UNDER THAT CERTAIN LOAN AND SECURITY 

  Organized under the laws of U.S.A. with limited liability

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  Continuation of our Reference	NUSCGS044349

  AGREEMENT DATED AS OF DECEMBER 26, 2019, BY AND AMONG THE BORROWERS AND CIBC, AS AMENDED FROM TIME TO TIME (THE ‘‘LOAN AGREEMENT’’). THIS DRAWING IS MADE AND PERMITTED AS A RESULT OF (i) BORROWERS FAILING TO MEET THEIR OBLIGATIONS TO PAY CERTAIN LOANS IN FULL UPON THE FIRST TO OCCUR OF THE ACCELERATION OF THE MATURITY OF SUCH LOANS OR THE SCHEDULED MATURITY DATE(S) THEREOF, OR (ii) ANY BORROWER FILING FOR STATE OR FEDERAL BANKRUPTCY OR OTHER INSOLVENCY PROTECTION.’’

  PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED.

  WE ENGAGE WITH YOU THAT DOCUMENTS DRAWN AND PRESENTED UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED IF PRESENTED AT OUR COUNTERS AT 10420 HIGHLAND MANOR DRIVE, 4TH FLOOR, TAMPA, FLORIDA 33610, ATTN: STANDBY LETTER OF CREDIT UNIT ON OR BEFORE THE EXPIRATION DATE. ALL PAYMENTS DUE HEREUNDER SHALL BE MADE BY WIRE TRANSFER TO THE BENEFICIARY’S ACCOUNT PER THEIR INSTRUCTIONS. ALL DOCUMENTS PRESENTED MUST BE IN ENGLISH.

  THIS IRREVOCABLE LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING. THIS UNDERTAKING IS INDEPENDENT OF AND SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED OR INCORPORATED BY REFERENCE TO ANY DOCUMENT, CONTRACT OR AGREEMENT REFERRED HEREIN OR IN WHICH THIS IRREVOCABLE LETTER OF CREDIT IS REFERRED TO OR TO WHICH THIS IRREVOCABLE LETTER OF CREDIT RELATES, AND ANY SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE ANY SUCH NOTE, DOCUMENT, INSTRUMENT OR AGREEMENT.

  THIS LETTER OF CREDIT MAY BE CANCELLED PRIOR TO EXPIRATION PROVIDED THE ORIGINAL LETTER OF CREDIT (AND AMENDMENTS, IF ANY) ARE RETURNED TO JPMORGAN CHASE BANK, N.A., AT OUR ADDRESS AS INDICATED HEREIN, WITH A STATEMENT SIGNED BY THE BENEFICIARY STATING THAT THE ATTACHED LETTER OF CREDIT IS NO LONGER REQUIRED AND IS BEING RETURNED TO THE ISSUING BANK FOR CANCELLATION.

  THIS LETTER OF CREDIT IS GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, TO THE INTERNATIONAL STANDBY PRACTICES, ICC PUBLICATION NO. 590 (THE “ISP98”), AND IN THE EVENT OF ANY CONFLICT ISP98 WILL CONTROL, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. ANY DISPUTES ARISING FROM OR IN CONNECTION WITH THIS STANDBY LETTER OF CREDIT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN.

   

  Organized under the laws of U.S.A. with limited liability

  United States	NUSCGS044349	21 Sep 2022	Page-3/4

   

  

  Continuation of our Reference	NUSCGS044349

  All inquiries regarding this transaction may be directed to our Client Service Group quoting our reference NUSCGS044349 using the following contact details:

  Telephone Number: 1-800-634-1969

  Email Address: gts.client.services@jpmchase.com

  END OF COPY

  Organized under the laws of U.S.A. with limited liability

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