September 22, 2015 Exhibit 10.2




    EXHIBIT 10.2



REVOLVING CREDIT NOTE


	
$20,000,000

	
September 22, 2015  






FOR VALUE RECEIVED, the undersigned, S&W SEED COMPANY, a Nevada corporation ("Borrower"), promises to pay, on the last
day of the Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of KEYBANK NATIONAL ASSOCIATION ("Lender"), at its main
office at 127 Public Square, Cleveland, Ohio 44114, or at such other place as Lender shall designate, the principal sum of 


TWENTY MILLION AND 00/100 ...................................... DOLLARS


or the aggregate unpaid principal amount of all Revolving Loans, as defined in the Credit Agreement, made by Lender to Borrower pursuant to Section 2.2(a)
of the Credit Agreement, whichever is less, in lawful money of the United States.


As used herein, "Credit Agreement" means the Credit and Security Agreement dated as of September 22, 2015, between Borrower and
Lender, as the same may from time to time be amended, restated or otherwise modified.  Each capitalized term used herein that is defined in the Credit Agreement and not
otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.


Borrower also promises to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date of such Revolving Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of
Section 2.3(a) of the Credit Agreement.  Such interest shall be payable on each date provided for in such Section 2.3(a); provided that interest on any principal portion that is not
paid when due shall be payable on demand.


The portions of the principal sum hereof from time to time representing Base Rate Loans and Eurodollar Loans, interest owing thereon and payments of
principal and interest of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided that failure to make any such entry shall in
no way detract from the obligations of Borrower under this Note or the Credit Agreement.


If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, pursuant to the terms of the Credit Agreement, until paid, at a
rate per annum equal to the Default Rate.  All payments of principal of and interest on this Note shall be made in immediately available funds.  In the event of a failure to pay interest
or principal, when the same becomes due, Lender may collect and Borrower agrees to pay a late charge of an amount equal to five percent (5%) of the amount of such late
payment.









This Note is the Revolving Credit Note referred to in the Credit Agreement and is entitled to the benefits thereof.  Reference is made to the Credit
Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other
terms and conditions upon which this Note is issued.


Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind.  This Note shall
be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws provisions.


JURY TRIAL WAIVER.  BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN BORROWER AND LENDER ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE
OR INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


	 	
S&W SEED COMPANY


By:/s/ Matthew K. Szot

                       Matthew K. Szot

       Executive Vice President of Finance and
Administration and Chief Financial
Officer

 




   

   


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