EXHIBIT 4.4


 


	
  CLASS B
  WARRANT

  	
   

  	
  VOID AFTER 5 P.M.
  PACIFIC TIME ON        , 2015

  	
   

  	
  CLASS B
  WARRANT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLASS B WARRANTS TO PURCHASE COMMON STOCK

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER

  SWB-

  	
   

  	
  

  	
   

  	
  WARRANTS

   

  INCORPORATED UNDER

  THE

  LAWS OF THE STATE

  OF DELAWARE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CUSIP 785135 12 0

  SEE REVERSE FOR CERTAIN
  DEFINITIONS

  



 


THIS CERTIFIES THAT


 


 


or registered assigns is the registered holder of


 


the
number of Class B Warrants (“Warrants”) set forth above. Each Warrant
entitles the holder thereof to purchase from S&W Seed Company, a
corporation incorporated under the laws of the State of Delaware (the “Company”),
subject to the terms and conditions set forth hereinafter and in the Warrant
Agreement between the Company and Transfer Online, Inc. dated                       ,
2010 (the “Warrant Agreement”), at any time on or after                        ,
2010 and before the close of business on                         ,
2015 (“Expiration Date”), one fully paid and non-assessable share of Common
Stock, par value $0.001 per share, of the Company (“Common Stock”) upon
presentation and surrender of this Warrant Certificate, with the instructions
for the registration and delivery of Common Stock filled in, at the stock
transfer office located in Portland, Oregon of Transfer Online, Inc., Warrant
Agent of the Company (“Warrant Agent”) or of its successor warrant agent or, if
there be no successor warrant agent, at the corporate offices of the Company,
and upon payment of the Exercise Price (as defined in the Warrant Agreement)
and any applicable taxes paid either in cash, or by certified or official bank
check, payable in lawful money of the United States of America to the order of
the Company. Each Warrant initially entitles the holder to purchase one share
of Common Stock for $     . The number and kind of
securities or other property for which the Warrants are exercisable are subject
to adjustment in certain events, such as mergers, splits, stock dividends,
reverse splits and the like, to prevent dilution. The Company may, in its sole
discretion, (i) extend the Exercise Period and delay the Expiration Date
by providing not less than 10 days’ prior notice, or (ii) lower the
Exercise Price at any time prior to the Expiration Date for a period of not
less than 20 days. Provided a current and effective registration statement
is available to cover the exercise of the Warrants, the Company may redeem any
or all outstanding and unexercised Warrants by giving not less than 30 days
prior notice at any time after the date on which the closing price of the
Common Stock on the principal exchange or trading facility on which it is
traded has equaled or exceeded $     on each of five
consecutive trading days. The Redemption Price (as defined in the Warrant
Agreement) is $0.25 per Warrant. All Warrants not theretofore exercised will
expire on the Expiration Date.


 


This
Warrant Certificate is subject to all of the terms, provisions and conditions
of the Warrant Agreement, to all of which terms, provisions and conditions the
registered holder of this Warrant Certificate consents by acceptance hereof.
The Warrant Agreement is incorporated herein by reference and made a part
hereof and reference is made to the Warrant Agreement for a full description of
the rights, limitations of rights, obligations, duties and immunities of the
Warrant Agent, the Company and the holders of the Warrant Certificates. Copies
of the Warrant Agreement are available for inspection at the stock transfer
office of the Warrant Agent or may be obtained upon written request addressed
to the Company at S&W Seed Company, P.O. Box 235, Five Points,
California 93624, Attention: President.


 


The Company shall not be
required upon the exercise of the Warrants evidenced by this Warrant
Certificate to issue fractions of Warrants, Common Stock or other securities,
but shall make adjustment therefor as provided in the Warrant Agreement.


 


The Company has agreed to use
all commercially reasonable efforts to cause a registration statement to
continue to be effective during the term of the Warrants with respect to sales
under the Securities Act of 1933, and to take such action under the laws of
various states as may be required to cause the sale of securities upon exercise
to be lawful. However, the Company will not honor the exercise of Warrants if,
in the opinion of the Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the Company
may, but is not required to, purchase Warrants submitted for exercise for a
cash price equal to the difference between the market price of the securities
obtainable upon such exercise and the exercise price of such Warrants.


 


This Warrant Certificate,
with or without other certificates, upon surrender to the Warrant Agent, any
successor warrant agent or, in the absence of any successor warrant agent, at
the corporate offices of the Company, may be exchanged for another Warrant
Certificate or certificates evidencing in the aggregate the same number of
Warrants as the Warrant Certificate or certificates so surrendered. If the
Warrants evidenced by this Warrant Certificate shall be exercised in part, the
holder hereof shall be entitled to receive upon surrender hereof another
Warrant Certificate or certificates evidencing the number of Warrants not so
exercised.


 


No holder of this Warrant
Certificate, as such, shall be entitled to vote, receive dividends or be deemed
the holder of Common Stock or any other securities of the Company which may at
any time be issuable on the exercise hereof for any purpose whatsoever, nor shall
anything contained in the Warrant Agreement or herein be construed to confer
upon the holder of this Warrant Certificate, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof or give or
withhold consent to any corporate action (whether upon any matter submitted to
stockholders at any meeting thereof, or give or withhold consent to any merger,
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, conveyance or
otherwise) or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Warrant Agreement) or to receive
dividends or subscription rights or otherwise until the Warrants evidenced by
this Warrant Certificate shall have been exercised and the Common Stock
purchasable upon the exercise thereof shall have become deliverable as provided
in the Warrant Agreement.


 


If this Warrant Certificate
shall be surrendered for exercise within any period during which the transfer
books for the Company’s Common Stock or other class of stock purchasable upon
the exercise of the Warrants evidenced by this Warrant Certificate are closed
for any purpose, the Company shall not be required to make delivery of
certificates for shares purchasable upon such transfer until the date of the
reopening of said transfer books.


 


Every holder of this Warrant
Certificate by accepting the same consents and agrees with the Company, the
Warrant Agent, and with every other holder of a Warrant Certificate that:


 


(a)           this Warrant Certificate is
transferable on the registry books of the Warrant Agent only upon the terms and
conditions set forth in the Warrant Agreement, and


 


(b)           the Company and the Warrant Agent may
deem and treat the person in whose name this Warrant Certificate is registered
as the absolute owner hereof (notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Company or the Warrant
Agent) for all purposes whatsoever and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary. The Company shall not be
required to issue or deliver any certificate for shares of Common Stock or
other securities upon the exercise of Warrants evidenced by this Warrant
Certificate until any tax which may be payable in respect thereof by the holder
of this Warrant Certificate pursuant to the Warrant Agreement shall have been
paid, such tax being payable by the holder of this Warrant Certificate at the
time of surrender.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been
countersigned by the Warrant Agent.


 


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


 


Dated:


 


	
  COUNTERSIGNED
  AND REGISTERED:

  TRANSFER ONLINE, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PRESIDENT

  
	
   

  	
   

  	
  [SEAL]

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  	
   

  	
  SECRETARY

  



 

















 


S&W SEED COMPANY


 


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 EXERCISE


(To be signed upon exercise of a Class B Warrant)


 


To:          S&W Seed Company


 


The undersigned, pursuant
to the provisions set forth in the within Warrant Certificate, hereby
irrevocably elects to exercise the right of purchase represented thereby, and
hereby agrees to subscribe for and to purchase shares of the Common Stock of
S&W Seed Company (“Common Shares”), as provided for therein, and tenders
herewith payment of the purchase price in full in cash or by wire transfer,
check, draft, money order or certified or bank cashier’s check in the amount of
$                  .


 


Please issue a certificate
or certificates for such Common Shares in the name of the undersigned. If the
number of Common Shares purchased hereby shall not be all the Common Shares
purchasable under the within Warrant Certificate, a new Warrant Certificate is
to be issued in the name of the undersigned for the balance remaining of the
Common Shares purchasable thereunder.


 


 


	
  Name:

  	
   

  
	
  (Please Print
  Name and Address)

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature(s):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Note: This above
  signature(s) must correspond with the name on the face of this Warrant
  Certificate or with the name of the assignee appearing in the assignment form
  below.

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 

















 


FORM OF ASSIGNMENT


(TO BE SIGNED ONLY 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)





 


 




 





 




Class B Warrants represented by the within Warrant Certificate, and
do hereby irrevocably constitute and appoint





 


_____________________________________________________________________________________________
attorney to transfer this Warrant Certificate 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.