EXHIBIT 4.2


 




	
  NUMBER

  SWU

  	
   

  	
  

  	
   

  	
  UNITS

  






 




	
  INCORPORATED
  UNDER THE

  LAWS OF THE STATE

  OF DELAWARE

  	
  UNIT CERTIFICATE

   

  	
  CUSIP 785135 20 3

  SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
  EACH
  UNIT CONSISTING OF TWO SHARES OF COMMON STOCK, $0.001

  PAR VALUE, ONE REDEEMABLE CLASS A WARRANT AND ONE

  REDEEMABLE CLASS B WARRANT

  






 


THIS CERTIFIES THAT


 


 


 


or registered assigns
(the “Registered Holder”) is the owner of the number of Units specified above,
each of which consists of two shares of common stock $0.001 par value, of
S&W Seed Company (the “Common Stock”), one redeemable Class A warrant
and one redeemable Class B warrant, each warrant to purchase one share of
Common Stock (collectively, the Warrants”). On or prior to the Separation Date
(as defined herein), the securities evidenced by this certificate may be
combined, exchanged or transferred only as Units, and the Common Stock and
Warrants evidenced by this Certificate may not be split up, exchanged or traded
separately. The Units will separate into shares of Common Stock and Warrants as
of the close of business on
               ,
2010 (the “Separation Time”). The shares of Common Stock and the Warrants
comprising the Units shall be separately tradeable commencing on the first day
after the Separation Time on which The Nasdaq Capital Market is open for
trading. The Warrants comprising part of the Units are issued under and
pursuant to a certain Warrant Agreement dated as of
         , 2010 (the “Warrant
Agreement”) between S&W Seed Company and Transfer Online, Inc., as
warrant agent (the “Warrant Agent”) and are subject to the terms and provisions
contained therein and on the face of the certificates covered thereby, to all
of which terms and provisions the holder of this Unit Certificate consents by
acceptance hereof. The Warrant Agreement provides for adjustment to the
exercise price of the Warrants evidenced hereby and in the number of shares of
Common Stock to be delivered upon the exercise of Warrants in certain events
set forth therein.


 


Copies of the Warrant
Agreement are available for inspection at the stock transfer office of the
Warrant Agent and Registrar or may be obtained upon written request addressed
to S&W Seed Company, at P.O. Box 235, Five Points, CA 93624,
attention:  Chief Financial Officer.


 


This Unit Certificate is not
valid unless countersigned by the Warrant Agent and Registrar of the Company.


 


WITNESS the facsimile
seal of the Corporation and the facsimile signatures of its duly authorized
officers.


 


Dated:


 


 


COUNTERSIGNED
AND REGISTERED: TRANSFER ONLINE,
INC.


 


	
  512 SE Salmon, Portland, OR 97214

  	
   

  	
  [SEAL]

  	
  PRESIDENT

  
	
  (503) 227 - 2950

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Registrar-Authorized Signature

  	
   

  	
   

  	
  SECRETARY

  



 

















 


S&W SEED COMPANY


 


The
Registered Holder hereby is entitled, at any time after the Separation Time (as
defined on the face hereof) to exchange the Units represented by this Unit
Certificate for Common Stock Certificate(s) representing two shares of
Common Stock for each Unit represented by this Unit Certificate and Warrant
Certificate(s) representing one redeemable Class A Warrant for each
Unit represented by this Unit Certificate and one redeemable Class B
Warrant for each Unit represented by this Unit Certificate, upon surrender of
this Unit Certificate to the Transfer Agent and Registrar, together with any
documentation required by such agent.


 


The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	
  TEN COM

  	
  —

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT—

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  TEN ENT

  	
  —

  	
  as tenants by the entireties

  	
   

  	
  under Uniform Gifts to
  Minors Act

  
	
  JT TEN

  	
  —

  	
  as joint tenants with right

  of survivorship and not as

  tenants in common

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNIF TRF MIN ACT—

  	
   

  	
  Custodian (until age

       )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers to
  Minors Act

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
									



 


Additional abbreviations may
also be used though not in the above list.


 


FORM OF ASSIGNMENT


(TO BE SIGNED UPON ASSIGNMENT)


 


FOR VALUE RECEIVED,
                                                                                             
hereby sell, assign and transfer unto


 


	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 




(PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)





 


 




 





___________________________________________________________________________________________________
shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint


 


_____________________________________________________________________________________
attorney-in-fact


To
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  



 


 


	
   

  	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:

  	
  THE SIGNATURE(S) SHOULD BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.