January 7, 2013 Exhibit 10.1




    EXHIBIT 10.1


SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and
entered into as of this 20th day of September, 2012, among S&W Seed Company, a Nevada corporation, with offices at 25552
South Butte Avenue, Five Points, California 93624 (the "Company") and Riley McCormack, residing at 2555 Lake
Avenue, Miami Beach, Florida 33140 (the "Purchaser"). 

WITNESSETH:

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act") and Rule 506 promulgated thereunder, the Company
desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as
more fully described in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants and the terms set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 



ARTICLE 1 - DEFINITIONS

Section
1.1Certain Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

"1934 Act" means the Securities Exchange Act of 1934, as amended. 

"Affiliate" of a person or entity shall mean any other person or entity directly, or indirectly
through one or more intermediaries, controlling, controlled by, or under common control with such person or entity. As used in this
definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership of voting securities, by contract, or otherwise.

"Commission" means the United States Securities and Exchange Commission.

"Governmental Authority" means any United States federal, state or local or any foreign government,
governmental regulatory or administrative authority, agency or commission or any court, tribunal or judicial body of competent
jurisdiction.

"Law" means any foreign, local, state or federal law, ordinance, regulation, order, injunction
or decree, or common law or any other binding requirement of a Governmental Authority.









"Liens" means encumbrances, mortgages, claims (pending or threatened), security
interests, options, charges, pledges, title defects or objections, easements, encroachments or restrictions of any kind of any nature
whatsoever, lock-up arrangements, options or rights of first offer or refusal, or stop transfer order.

"Person" means any entity, organization or individual.

"SEC Documents" shall mean each form, report, schedule, statement and other document
filed or required to be filed by the Company with the Commission pursuant to the 1934 Act through the date hereof, including any filed
amendment to such document, whether or not such amendment is required to be so filed. 

"Transfer Agent" means Transfer Online, Inc.


ARTICLE 2 - PURCHASE AND SALE

Section
2.1Purchase and Sale of Securities.

At the Closing (as defined in Section 9.1), the Company will sell and issue to the Purchaser, and the
Purchaser will purchase (the "Closing"), Six Hundred Thousand (600,000) shares of the Company's authorized and
unissued Common Stock (the "Shares"), free and clear of all Liens other than transfer restrictions under applicable
securities laws and any Liens resulting from actions of the Purchaser and his Affiliates.  

Section 2.2Purchase Price.

At the Closing the Purchaser will pay to the Company Three Million Five Hundred Ten Thousand Dollars
($3,510,000) (the "Purchase Price") as payment in full for the Shares purchased by him hereunder. The amount
required to be paid pursuant to this Section 2.2 shall be paid by wire transfer of immediately available funds at Closing to an account
designated by the Company no later than one business day prior to Closing.

Section 2.3Deliveries by the Company. 

The Company shall deliver or cause to be delivered to the Transfer Agent (i) an irrevocable opinion of
counsel, substantially in the form attached hereto as Exhibit A, providing for issuance of one or more certificates (as directed
by Purchaser or his representative) evidencing the Shares being purchased by the Purchaser, which certificate(s) are to be sent by the
Transfer Agent to the Purchaser; and (ii) such other documents as may be required by the Transfer Agent to issue certificate(s) for the
Shares in Purchaser's name.

Section 2.4Deliveries by Purchasers.  

The Purchaser will deliver or cause to be delivered to the Company the Purchase Price by wire transfer of
immediately available funds to an account designated by the Company.

Section 2.5Intentionally Omitted. 


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ARTICLE 3 - COMPANY REPRESENTATIONS AND WARRANTIES


The Company hereby represents and warrants to the Purchaser the following:

Section 3.1Organization and Standing.

The Company is an entity duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted. The Company is not in violation or default of any of the provisions of its respective articles of
incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good
standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or
reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material
adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company, or (iii) a
material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under this
Agreement (any of (i), (ii) or (iii), a "Material Adverse Effect") and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

Section 3. 2Due Authorization; Power and Authority.

The Company has the right, power and authority to execute, deliver and perform this Agreement and all the
documents and instruments referred to herein and contemplated hereby and to consummate the transactions contemplated by this
Agreement.  The execution, delivery and performance of this Agreement by the Company, and the consummation of the transactions
contemplated hereby by the Company, have been duly and validly authorized by all necessary action on the part of the Company. This
Agreement has been duly and validly executed and delivered by the Company and will constitute a legal, valid and binding obligation of
the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally, or equitable
principles.  

Section 3.3No Conflicts.

The execution and delivery by the Company of this Agreement and the consummation of the transactions
contemplated herein by the Company will not:  (i) violate or conflict with any of the provisions of the organizational documents of the
Company, (ii) violate, conflict with, result in a breach or default under, cause termination of, create any right of termination under or any
adverse change of rights under (including the acceleration of payments under), any term or condition of, or result in the creation of any
Lien pursuant to, any mortgage, indenture, contract, license, permit, instrument, or other agreement, document or instrument to which
the Company is a party, or by which the Company may be bound or (iii) violate any provision of Law or any valid and enforceable court
order or ruling of any Governmental Authority to which the Company may be bound, as would not, individually or in the aggregate,
reasonably be expected


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to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Section 3.4Filings, Consents and Approvals.

The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of this Agreement, other than filings or notices required by the
Commission and the Florida Division of Securities after the closing of this Transaction, (ii) the filing with the Commission of the
Registration Statement.

Section 3.5 Issuance of the Securities.  

The Shares are duly authorized and, when issued and paid for in accordance
with the this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided for in this Agreement. 

Section 3.6Private Placement. 

Assuming the accuracy of the Purchasers representations and warranties set forth in Article 4, no
qualification and/or registration under the Securities Act is required for the offer and sale of the Shares by the Company to the
Purchaser as contemplated hereby. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of
The NASDAQ Stock Market ("NASDAQ").

Section 3.7Investment Company 

The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will
not be or be an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Section 3.8Listing and Maintenance Requirements  

The Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from
NASDAQ to the effect that the Company is not in compliance with NASDAQ's listing or maintenance requirements. The Company is,
and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.


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Section 3.9No Integrated Offering 

Assuming the accuracy of the Purchaser's representations and warranties set forth in Article 4, neither the
Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated
with prior offerings by the Company for purposes of the Securities Act of 1933, as amended, or any applicable stockholder approval
provisions, including, without limitation, under NASDAQ's rules and regulations. 

Section 3.10Manipulation of Price  

The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, the Shares, or (iii) paid
or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Section 3.11SEC Documents; Financial Statements.  

As of their respective dates (or if amended or superceded, as of  the date of the last amendment or superceding
report filed prior to the date hereof), the SEC Documents complied in all material respects with the requirements of the 1934 Act, and
rules and regulations of the Commission promulgated thereunder and the SEC Documents did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The financial statements of the Company, including the notes thereto,
included in the Company's SEC Documents (the "Company Financial Statements") were complete and correct in
all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements
and with the published rules and regulations of the Commission with respect thereto as of their respective dates, and have been
prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent
throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of
unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the Commission). The Company
Financial Statements fairly present the consolidated financial condition and operating results of the Company and its subsidiaries at the
dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end
adjustments).  

Section 3.12Material Changes.

Since the filing of the most recent SEC Documents, the Company has conducted its business in the
ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by
insurance) that has resulted in, or might reasonably be expected to result in, a material adverse effect to the Company; (ii) any
acquisition, sale or transfer of any material asset of the Company or any of its subsidiaries other


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than in the ordinary course of business
and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or
amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its subsidiaries' assets; (iv)
any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or
indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (v) any development or event
involving a prospective material adverse change in the condition (financial or other), business, properties or results of operations of the
Company taken as a whole.  

ARTICLE 4 - PURCHASER REPRESENTATIONS AND
WARRANTIES

The Purchaser hereby represents and warrants to the Company the following:

Section 4.1Power and
Authority.

The Purchaser has the right, power and authority to execute, deliver and perform this Agreement and all
the documents and instruments referred to herein and contemplated hereby and to consummate the transactions contemplated by this
Agreement. This Agreement has been duly and validly executed and delivered by the Purchaser and will constitute a legal, valid and
binding obligation of Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally,
or equitable principles.

Section 4.2No Conflicts.

The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions
contemplated herein by the Purchaser will not:  (i)  violate, conflict with, result in a breach or default under, cause termination of,
create any right of termination under or any adverse change of rights under, (including the acceleration of payments under) any term or
condition of, or result in the creation of any Lien pursuant to, any mortgage, indenture, contract, license, permit, instrument, or other
agreement, document or instrument to which such Purchaser is a party or by which such Purchaser or any of its properties may be
bound or (ii) violate any provision of Law or any valid and enforceable court order or ruling of any Governmental Authority to
which Purchaser is a party or by which Purchaser or his properties may be bound as would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the ability of such Purchaser to consummate the transactions
contemplated by this Agreement.

Section 4.3Required Consents, Approvals and
Filings.

No consent or approval is required by virtue of the execution of this Agreement by the Purchaser or the
consummation of the transaction contemplated herein by the Purchaser.  


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Section
4.4Accredited Investor.

The Purchaser is an accredited investor as that term is defined in Section 501 of Regulation D promulgated
under the Securities Act of 1933, as amended (the "Securities Act").

Section 4.5Financial Capacity.

The Purchaser has, and on the Closing Date will have, sufficient funds to purchase the Shares in
accordance with the terms hereof. 

Section 4.6Purchase for Investment.

The Purchaser is acquiring the Shares for his own account in the ordinary course of his business, for
investment only and not with a view to the distribution thereof in violation of the Securities Act, and the rules and regulations of the
Commission promulgated thereunder.

Section 4.7Restricted Securities.  

The Purchaser acknowledges that the Shares are "restricted securities" as that term is defined
in Rule 144 promulgated under the Securities Act and, accordingly, the Shares must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is available and the certificates evidencing the Shares will be
legended accordingly. Without limiting the generality of the foregoing, the Purchaser acknowledges that, unless the resale of the Shares
is covered under an effective registration statement, the Shares may not be sold pursuant to Rule 144 for a period of six (6) months
from the date of Closing.

Section 4.8Sophistication.

The Purchaser has, independently and without reliance upon the Company and its Affiliates, and based on
such documents and information as the Purchaser has deemed appropriate, made his own appraisal of, and investigation into, the
business, operations, property, financial and other condition of the Company, investment merits and consequences of his purchase of
the Shares and made his own decision with respect to its purchase of the Shares. The Purchaser has consulted to the extent deemed
appropriate by it with his own advisers as to the financial, tax, legal and related matters concerning a purchase of the Shares and on
that basis understands the financial, legal, tax and related consequences of a purchase of the Shares, and believes that a purchase of
the Shares is suitable and appropriate for him. The Purchaser is knowledgeable, sophisticated and experienced in making, and is
qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the
purchase of the Shares, and has requested, received, reviewed and considered all information it deems relevant in making an informed
decision to purchase the Shares. The Purchaser understands that his investment in the Shares involves a significant degree of risk
including a risk of total loss of his investment, and he is fully aware of and understands all the risk factors related to his purchase of the
Shares. The Purchaser acknowledges that the Company and its Affiliates have or may have material non-public information relating to
the business or financial condition of the Company, or relating to the Shares, that has not been disclosed to the Purchaser and which
information may impact the value of the Shares, and that notwithstanding such non-


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disclosure, the Purchaser has received information
deemed by him to be sufficient to allow him to make an independent and informed decision with respect to his acquisition of the Shares
contemplated hereunder.  

Section 4.9Broker.

The Purchaser has not employed any broker or finder in connection with the transactions contemplated by this
Agreement.


ARTICLE 5 - COVENANTS OF THE PARTIES

Section
5.1Consents and Approvals.

The Company and the Purchaser shall take, or cause to be taken, all actions and shall do, or cause to be
done, all things necessary under applicable Laws and regulations to consummate and make effective the transactions contemplated by
this Agreement, including, without limitation, to comply promptly with all legal requirements which may be imposed on it with respect to
this Agreement and the transactions contemplated hereby by any Governmental Authority with regulatory jurisdiction over enforcement
of any applicable antitrust or other similar regulatory Laws ("Governmental Regulatory Authority") (which actions
shall include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any
Governmental Regulatory Authority).   

Section 5.2Taxes.

All liability for sales, transfer, use, gross receipt or other similar taxes arising out of the transactions
contemplated by this Agreement shall be borne by the Company. Responsibility for collecting and paying such taxes shall be as
required under applicable Law.

Section 5.3  Incidental Registration.  

Until such time as the Purchaser can freely sell all of his Shares without restriction under Rule 144 or otherwise,
if the Company proposes to register any of its securities under the Securities Act for sale to the public pursuant to a registration
statement ("Registration Statement") on which seller stockholder securities may be included, each such time the Company
will give written notice to the Purchaser. Upon the written request of the Purchaser received by the Company within fifteen
(15) days after the receipt of any such notice from the Company under this Section 5.3 to register any of the Purchaser's Shares,
the Company will use its best efforts to include all of the Shares as to which registration shall have been so requested to be included in
the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the
sale or other disposition by the Purchaser of such Shares so requested to be registered.  


In connection with any Registration Statement under this Section 5.3 involving an underwritten offering, the
Company shall only be required to include any Shares in such underwriting in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company. If, in the opinion of the managing underwriter, Shares


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which the Purchaser has requested to be included would materially and adversely affect such public offering, then the Company shall be required
to include in the underwriting only that number of Shares held by the Purchaser, if any, which the managing underwriter believes may
be sold without causing such adverse effect. If the managing underwriter recommends that Shares held by the directors, officers,
employees or Affiliates of the Company not be included in the public offering because it would materially and adversely affect such
public offering, then such Shares shall not be included in the offering notwithstanding the right set forth herein. No other securities
requested to be included in a registration for the account of anyone other than the Company or the Purchaser shall be included in a
registration unless all Shares requested to be included in such registration are so included (subject to the managing underwriter's views
set forth in this section).

The Company shall bear the costs of such registration, other than underwriting discounts and commissions
incident to the sale of the Shares, if so incurred, which underwriting fees shall be the responsibility of the Purchaser with respect to the
Shares the Purchaser elects to sell, as well as any attorneys' fees and costs, if any, incurred by the Purchaser as a selling stockholder.
This Section 5.3 shall survive the Closing. 

Section 5.4Rule 144 Legal Opinions.

From time-to-time following the satisfaction of the applicable conditions to the public sale of the Shares by
Purchaser as set forth in Rule 144 promulgated under the Securities Act, the Company agrees promptly following the request therefor
from Purchaser to cause its counsel to provide to the Company and its transfer agent an opinion to the effect that such transfer does
not require registration of such Shares under the Securities Act.

Section 5.5Beneficial Ownership Report.

The Company agrees to cause its counsel to prepare and timely file, at no cost to Purchaser, a beneficial
ownership report on Schedule 13G disclosing the acquisition by Purchaser of greater than five percent
(5%) of the Company's common stock. The Purchaser shall be responsible for filing any subsequent amendments to such Schedule
13G.

ARTICLE 6 - CONDITIONS TO THE COMPANY'S OBLIGATIONS

The obligation of the Company to consummate the transactions contemplated hereby will be subject to the
satisfaction (or written waiver by the Company) at or prior to the Closing of the condition that there shall be in effect no injunction,
decree or order of, any Governmental Authority that prohibits or renders unlawful the consummation of the transactions contemplated
hereby.

ARTICLE 7 - CONDITIONS TO PURCHASER'S OBLIGATIONS


The obligation of the Purchaser to consummate the transactions contemplated hereby is subject to the
satisfaction (or written waiver by such Purchaser) at or prior to the Closing of the condition that there shall be in effect no injunction,
decree or order of, any Governmental


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Authority that prohibits or renders unlawful the consummation of the transactions contemplated hereby.

ARTICLE 8 - CLOSING

Section 8.1Closing.

Assuming the satisfaction or, if permitted, wavier of the conditions set forth in Articles 6 and 7, the closing
of the transactions contemplated hereby (the "Closing") shall take place on September 24, 2012, at the Company's
offices, or such earlier time and/or date as the parties may agree upon in writing (the "Closing Date")  If the
conditions set forth in Articles 6 and 7 are not satisfied by September 24, 2012, the Closing shall take place within three (3) business
days of the satisfaction or, if permitted, wavier of the conditions set forth in Articles 6 and 7. At the Closing, the Company will make the
deliveries set forth in Section 2.3 and the Purchaser will deliver the Purchase Price in accordance with Section 2.4.  

Section 8.2Termination Prior to Closing.

Notwithstanding the foregoing, this Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing:


(A) Upon the written agreement of the parties hereto; or

(B) By the Company or Purchaser, by giving written notice to the other party in the event that any permanent
injunction or action by any Governmental Authority preventing the consummation of the transactions contemplated by this Agreement
shall be have become final and nonappealable.





Section 8.3Effect of Termination.

Termination of this Agreement pursuant to Section 8.2 will terminate all obligations of the parties
hereunder, except for Sections 9.7 and 9.10; provided, however, that termination pursuant to such Section 8.2
will not relieve a defaulting or breaching party from any liability to the other party hereto.  


ARTICLE 9 - MISCELLANEOUS


Section 9.1Entire Agreement.

This Agreement and all other agreements to be signed or delivered at Closing constitute the full
understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and
conditions of their agreement relating to the subject matter hereof and supersede any and all prior agreements, whether written or oral,
that may exist between the parties with respect thereto.



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Section 9.2Waivers.

No waiver by a party with respect to any breach or default or of any right or remedy and no course of
dealing or performance, will be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy,
unless such waiver is expressed in writing signed by the party to be bound. Failure of a party to exercise any right will not be deemed a
waiver of such right or rights in the future.

Section 9.3Parties Bound by Agreement; Successors and
Assigns; Nature of the Company's Obligations.

The terms, conditions and obligations of this Agreement will inure to the benefit of and be binding upon the
parties hereto and the respective successors and assigns thereof. Neither of the parties hereto may transfer or assign its rights, duties
or obligations hereunder or any part thereof to any other person or entity without the prior written consent of the other parties
hereto.

Section 9.4Counterparts 

This Agreement may be executed in multiple counterparts, each of which will for all purposes be deemed to
be an original and all of which will constitute the same instrument.

Section 9.5Notices.

All notices, requests and other communications to any party hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given when received or first refused) (i) by hand delivery, (ii) by overnight courier, express mail service or
registered or certified mail, in each case with postage or fees prepaid, or (iii) by facsimile or email transmission (with a copy of any such
notice sent by hand delivery, overnight courier, express mail service or registered or certified mail, in each case with postage or fees
prepaid) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):


If to the Company:


S&W Seed Company

   25552 South Butte Avenue (if in person or overnight mail)

   P.O. Box 235 (if by U.S. mail)

   Five Points, California 93624

   Attention: Chief Financial Officer

   Facsimile: (559) 884-2750

   Email: mszot@swseedco.com



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with a copy to (which shall not constitute notice):


Wickersham & Murphy, P.C.

   430 Cambridge Avenue, Suite 100

   Attention: Debbie Weiner 

   Facsimile: (650) 323-1108

   Email: debbie@wickersham.com


If to Purchaser:


Riley McCormack

    2555 Lake Avenue

   Miami Beach, Florida 33140

   Email: rm@tracercap.com 






with a copy to (which shall not constitute notice):


Seth P. Markowitz, P.C.

   100 Garden City Plaza, Suite 500

   Garden City, New York 11530

   Attention:  Seth Markowitz

   Facsimile: (800) 765-0159

   Email: seth@markowitzpc.com





Section 9.6Governing Law; Submission to Jurisdiction.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF FLORIDA. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be
brought in any State or Federal court sitting in Miami-Dade County, Florida, and each of the parties hereby consents to the jurisdiction
of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an
inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within
or without the jurisdiction of any such court.   

Section 9.7Public Announcements.

Except as required by Law, any announcements or similar publicity or any disclosure to any person other
than the respective advisors of the parties hereto regarding the contents of this Agreement or any other agreement between the parties
entered into pursuant hereto shall be agreed upon by the parties prior to such disclosure and, except as provided herein, any
information relating to the matters described above shall be kept confidential by the parties
hereto (and their respective representatives
and agents); provided that nothing herein shall


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prohibit the Company from making such disclosure to the Company's
Affiliates and any shareholders of the Company and its Affiliates; and provided further, that this prohibition shall not be
deemed breached in the event the Company is required to disclose this transaction under the rules and regulations of the Commission
applicable to the Company.  

Section 9.8No Third-Party Beneficiaries.

There exists no right of any person to claim a beneficial interest in this Agreement or any rights occurring
by virtue of this Agreement.

Section 9.9Enforcement.

The parties agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to
specific performance of the terms thereof, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.10Fees and Expenses.

Each party hereto shall bear its/his own expenses in connection with the preparation and negotiation of this
Agreement and the consummation of the transactions contemplated by this Agreement.  

Section 9.11Interpretation.

Words of the masculine gender will be deemed and construed to include correlative words of the feminine
and neuter genders. Words importing the singular number will include the plural number and vice versa unless the context will
otherwise indicate. The headings of this Agreement are for convenience and do not define or limit the provisions hereof. Words
importing persons include firms, associations and corporations. The term "herein," "hereunder,"
"hereby," "hereto," "hereof" and any similar terms refer to this Agreement, the term
"heretofore" means before the date of execution of this Agreement and the term "hereafter" means after the date
of execution of this Agreement. References herein to "include," "includes" or "including" shall mean
without limitation.

Section 9.12Further Assurances.

At any time or from time to time after the Closing, at the Purchaser's request and without further
consideration, the Company shall execute and deliver to the Purchaser such other instruments of sale, conveyance, and issuance,
provide such materials and information and take such other actions as the Purchaser may reasonably deem necessary or desirable in
order more effectively to transfer, convey and assign to the Purchaser, and to confirm in the Purchaser title to the Shares.

*     *     *     *     *




                                                   13












IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.
S&W SEED COMPANY


 

 


By:/s/ Matthew K. Szot

   Matthew K. Szot

   Senior Vice President and

   Chief Financial Officer

 

PURCHASER:


 

 

/s/ Riley McCormack

   Riley McCormack














 

 


                                                   14







Exhibit A


WICKERSHAM & MURPHY

                  A PROFESSIONAL CORPORATION

                  ATTORNEYS AT LAW

                  430 CAMBRIDGE AVENUE, SUITE 100

                  PALO ALTO, CALIFORNIA 94306

                  TELEPHONE: (650) 323-6400
	
DEBRA K. WEINER
	
FAX: (650) 323-1108
	
E-Mail
Address: debbie@wickersham.com





September 24, 2012

Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214
Attn:  Carolyn Hall


Re:S&W Seed Company

       Issuance of 600,000 Shares of Common Stock





Ladies and Gentlemen:

We have been asked, as counsel to S&W Seed Company (the "Company") to render to you our opinion
with respect to the issuance of 600,000 unregistered shares of the Company's Common Stock (the "Shares"), which Shares are being
sold in a private placement that will close on September 24, 2012. The Shares are to be issued to the following investor:




Riley McCormack

   2555 Lake Avenue

   Miami Beach, FL 33140

   Social Security Number:





The certificates evidencing the Shares should be dated September 24, 2012 and should bear a legend
substantially as follows:
The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise transferred unless a compliance with the registration provisions of such Act has been
made or unless availability of an exemption from such registration provision has been established or unless sold pursuant to Rule 144
under the Securities Act of 1933 to the satisfaction of the issuer of the stock, in its sole discretion, which may require a written opinion
of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance
with the requirements of the Act.



In rendering this opinion, we have examined such of the corporate records of the Company as we deemed
necessary, including a copy of an Action by Unanimous Written Consent of the Board of Directors of the Company. Based upon the
foregoing, we are of the opinion that:









Transfer Online, Inc.
September 24, 2012
Page 2





	The Shares, when issued as described herein, will be duly authorized, validly issued, fully paid and
nonassessable.


	The Shares have been issued pursuant to exemptions from the registration requirements of the Securities
Act of 1933, as amended (the "Act"), included, without limitation. Section 4(2) of the Act, and therefore are issued without registration
under the Act.

Please issue the Shares as described herein and deliver them by overnight mail to the stockholder at the
address set forth above. You may use the following Federal Express account for the delivery:  1315-9581-6.

The instructions set forth herein are irrevocable unless you receive subsequent instructions signed by both
representatives of the Company and the Investor.



Thank you for your assistance and cooperation.



This opinion is rendered solely for your benefit in connection with the subject transaction and is not to be
otherwise used, circulated, quoted or referred to without our prior written consent. We are opining herein as to the effect on the subject
transaction only of the registration and exemption provisions of the Act, and we assume no responsibility as to the applicability thereto,
or the effect thereon, of any other laws of the United States or the laws of any other jurisdiction.

Very truly yours,

Wickersham & Murphy. P.C.