November 2, 2017 S-1 Exhibit 4.4





EXHIBIT 4.4
 

	
RIGHTS CERTIFICATE NO. [___]   

	 	
NUMBER OF RIGHTS   

[_____]    







THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN

                   S&W SEED COMPANY'S PROSPECTUS, DATED [●], 2017 (THE "PROSPECTUS"), AND ARE

INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE
UPON REQUEST FROM TRANSFER ONLINE, INC., THE INFORMATION AGENT.



S&W Seed Company

                  Incorporated under the laws of the State of Nevada



NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE



Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock of S&W Seed Company 

Subscription Price: $3.50 per Share


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK
CITY TIME, ON [●], 2017, UNLESS
EXTENDED BY S&W SEED COMPANY



REGISTERED OWNER: [_____________]



	
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the recipient of the number of non-transferable
subscription rights ("Rights") set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one share of Common Stock, par value $0.001 per share
("Common Stock"), of S&W Seed Company, a Nevada corporation, at a subscription price of $3.50 per share (the "Basic Subscription Privilege"), pursuant to a
rights offering (the "Rights Offering"), on the terms and subject to the conditions set forth in the Prospectus and the Instructions as to Use of S&W Seed Company
Subscription Rights Certificate (the "Instructions") that accompanies this Subscription Rights Certificate.

	 	
If any shares of Common Stock available for subscription in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic
Subscription Privilege (the "Unsubscribed Shares"), any Rights holder that  exercises its Basic Subscription Privilege in full may subscribe for a number of Unsubscribed Shares
pursuant to the terms of the Rights Offering, subject to proration, as described in the Prospectus (the "Over-Subscription Privilege"). The Rights represented by this Subscription
Rights Certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common
Stock in accordance with the Instructions that accompany this Subscription Rights Certificate.






This Subscription Rights Certificate is not valid unless countersigned by the subscription agent, Transfer Online, Inc., and registered by the registrar.  Witness the seal
of S&W Seed Company and the signatures of its duly authorized officers.


Dated:  [●], 2017





	
___________________________________

President and Chief Executive Officer

	 	
___________________________________

Executive Vice President of Finance and Administration and
 Chief Financial Officer

COUNTERSIGNED AND REGISTERED:


TRANSFER ONLINE, INC.






(Portland, Oregon)

                 TRANSFER AGENT AND REGISTRAR


By: _______________________________

  

AUTHORIZED SIGNATURE 










DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE



Delivery other than by mail, hand or overnight courier to the address  

 listed below will not constitute valid delivery.


Transfer Online, Inc.

                  512 SE Salmon Street

                  Portland, OR 972014

                  Attn: Reorganizaion Department

                  Telephone Number for Confirmation: (503) 227-2950





PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


   



	
FORM 1 EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for shares pursuant to your Basic Subscription Privilege, please complete lines (a) and (c) below and sign under Form 3
and, if  applicable, complete Form 4. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line (b). To the extent you subscribe for more shares than
you are entitled under either the Basic Subscription Privilege or the Over- Subscription Privilege, you will be deemed to have elected to purchase the maximum number of shares for which
you are entitled to subscribe under the Basic Subscription Privilege or Over-Subscription Privilege, as applicable.



(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:



I apply for ________ x   $3.50    $________

      (no.  of  shares) (subscription price) (amount enclosed)


(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE



If you have exercised your Basic Subscription Privilege in  full  and  wish  to  subscribe  for  additional  shares

pursuant to your Over-Subscription Privilege: 


I apply for ________ x   $3.50    $________

      (no.  of  shares) (subscription price) (amount enclosed)


(c) Total Amount of Payment Enclosed:

   $________


	 	
METHOD OF PAYMENT (CHECK ONE)


o  (PREFERRED  PAYMENT  METHOD)   Wire
transfer of immediately available funds directly to the account maintained by Transfer Online, Inc., as Subscription Agent, for purposes of accepting subscriptions in
this Rights Offering at [__________], Transfer Online, Inc. FBO S&W Seed Company, with reference to the rights holder's name.


o   Check or bank draft payable to "Transfer Online, Inc. (acting as Subscription Agent for S&W Seed
Company)." (NOTE THAT FUNDS MUST CLEAR PRIOR TO THE 5:00 P.M. NEW YORK CITY TIME ON [●], 2017.)


FORM 2   DELIVERY TO DIFFERENT ADDRESS


Unless specifically requested, shares of Common Stock will be issued in book entry form. If you wish for the Common Stock underlying
your subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3
and have your signature guaranteed under Form 4.

____________________________________

____________________________________

____________________________________













	
FORM 3  SIGNATURE

TO SUBSCRIBE: I acknowledge that I have received  the Prospectus for this Rights Offering, and I hereby irrevocably subscribe for the number of shares
indicated above on the terms and conditions specified in the Prospectus. I agree to cooperate with S&W Seed Company and provide to S&W Seed Company any and all information
requested by S&W Seed Company in connection with the exercise of the Rights.


Signature(s): ________________________


IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration
or enlargement, or any other change whatsoever.



FORM 4   SIGNATURE GUARANTEE


This form must be completed if you have completed any portion of Form 2.


Signature Guaranteed: ___________________________

(Name of Bank or Firm)


By:  ________________________________________

Signature of Officer)


IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan
association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

	 	
   







FOR INSTRUCTIONS ON THE USE OF THIS SUBSCRIPTION RIGHTS CERTIFICATE, CONSULT TRANSFER ONLINE, INC., THE
INFORMATION AGENT, AT (503) 227-2950.