EXHIBIT 4.1


 


	
  NUMBER

  SW

  	
   

  	
  

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INCORPORATED UNDER THE

  LAWS OF THE STATE

  OF DELAWARE

  	
   

  	
   

  	
   

  	
  CUSIP 785135 10 4

  SEE REVERSE FOR CERTAIN
  DEFINITIONS

  



 


THIS
CERTIFIES THAT


 


 


is the
record holder of


 


FULLY PAID
AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF


 


S&W
SEED COMPANY


 


Transferable on the books
of the corporation in person or by duly authorized attorney upon surrender of
this Certificate properly Endorsed. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.


 


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


 


Dated:


 


 


	
  COUNTERSIGNED
  AND REGISTERED: TRANSFER ONLINE,
  INC.

  	
   

  
	
   

  	
  [SEAL]

  	
   

  
	
  512 SE
  Salmon, Portland, OR 97214

  	
   

  	
   

  
	
  (503)
  227 - 2950

  	
   

  	
  PRESIDENT

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
  Registrar-Authorized Signature

  	
   

  	
  SECRETARY

  



 

















 


S&W SEED COMPANY


 


UPON WRITTEN REQUEST, THE
CORPORATION WILL FURNISH TO ANY STOCKHOLDER, WITHOUT CHARGE, A FULL STATEMENT
OF THE DESIGNATION, PREFERENCE, LIMITATIONS AND RELATIVE RIGHTS APPLICABLE TO
THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED AND, WITH
RESPECT  TO ANY PREFERRED OR SPECIAL CLASS THAT
THE CORPORATION IS AUTHORIZED TO ISSUE IN SERIES, THE VARIATIONS IN RIGHTS,
PREFERENCES AND LIMITATIONS FOR SHARES OF EACH SUCH SERIES, SO FAR AS THE SAME
HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO
FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.


 


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 

  	
   

  	
   

  	
  (State)

  	
   

  
	
   

  	
   

  	
  tenants in
  common

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  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.