Exhibit 4.5


 


 


WARRANT
AGREEMENT


 


 


BETWEEN


 


 


S&W
SEED COMPANY


 


 


AND


 


 


TRANSFER
ONLINE, INC.


 


 


DATED
AS OF                    ,
2010


 





















 


WARRANT AGREEMENT


 


This Agreement is between
S&W Seed Company, a Delaware corporation (the “Company”),
and Transfer Online, Inc., an Oregon corporation (the “Warrant
Agent”).


 


The
Company, at or about the time that it is entering into this Agreement, proposes
to issue and sell to public investors up to 1,360,000 Units (together with the
additional units issuable as provided herein, the “Units”).  Each Unit consists of (i) two shares of
common stock, $0.001 par value, of the Company, (ii)  one redeemable Class A
Warrant (each a “Class A Warrant,”
collectively, the “Class A Warrants”),
and one redeemable Class B Warrant (each a “Class B
Warrant,” collectively, the “Class B Warrants”).  Each Class A Warrant and each Class B
Warrant is exercisable to purchase one share of common stock upon the terms and
conditions and subject to adjustment in certain circumstances, all as set forth
in this Agreement.


 


The
Company proposes to issue to the underwriter, Paulson Investment Company, Inc.
(“Paulson”) in the public offering of
Units referred to above (the “Public Offering”)
warrants to purchase up to 204,000 additional Units.


 


The
Company wishes to retain the Warrant Agent to act on behalf of the Company, and
the Warrant Agent is willing so to act, in connection with the issuance,
transfer, exchange and replacement of the certificates evidencing the Class A
Warrants and the Class B Warrants to be issued under this Agreement (each
a “Warrant Certificate,” collectively, the “Warrant Certificates”)
and the exercise of the Warrants;


 


The
Company and the Warrant Agent wish to enter into this Agreement to set forth
the terms and conditions of the Class A Warrants and the Class B Warrants
and the rights of the holders thereof (each a “Warrant
Holder,”  collectively,
the “Warrant Holders”) and to set forth the
respective rights and obligations of the Company and the Warrant Agent.  Each Warrant Holder is an intended
beneficiary of this Agreement with respect to the rights of Warrant Holders
herein.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereto agree as follows:


 


1.                                       Warrants.  Each Class A
Warrant will entitle the registered holder of a Class A Warrant to
purchase from the Company one share of Company common stock, $0.001 par value
per share (each a “Share,”
collectively, the “Shares”) at $      
[65% of the initial public offering price of a Unit] per Share, and each Class B
Warrant will entitle the registered holder of a Class B Warrant to
purchase from the Company one Share at $      
[100% of the initial public offering price of a Unit] per Share.  The exercise price for each of the Class A
Warrant and the Class B Warrant is referred to herein as the “Exercise Price.”  The
Exercise Price is subject to adjustments as provided in Section 13
hereof.  A Warrant Holder may exercise
all or any number of Class A Warrants or Class B Warrants resulting in the purchase of a
whole number of Shares.


 


2.                                       Exercise Period. 
The Class A Warrants and the Class B Warrants may be exercised at any time during the
period (the “Exercise Period”)  commencing                               ,
2010 and ending at 5:00 p.m., Pacific Time on                          ,
2015 (“Expiration Date”).  After the Expiration Date, any unexercised Class A
Warrants or Class B Warrants will be void and all rights of Warrant Holders shall cease; provided,
however, the Company may, in its sole discretion, extend the Exercise Period
and delay the Expiration Date by 


 





















providing not less than 10 days’ prior
notice, which may be in the form of a press release, of such extension.


 


3.                                       Execution of Warrant Certificates. 
Warrant Certificates shall be in registered form only and shall be
substantially in the form set forth in Exhibits A and B attached to this
Agreement.  Warrant Certificates shall be
signed by, or shall bear the facsimile signature of, the President or a Vice
President of the Company and the Secretary or an Assistant Secretary of the
Company and shall bear a facsimile of the Company’s corporate seal.  If any person, whose facsimile signature has
been placed upon any Warrant Certificate or the signature of an officer of the
Company, shall have ceased to be such officer before such Warrant Certificate
is countersigned, issued and delivered, such Warrant Certificate shall be
countersigned, issued and delivered with the same effect as if such person had
not ceased to be such officer.  Any
Warrant Certificate may be signed by, or made to bear the facsimile signature
of, any person who at the actual date of the preparation of such Warrant
Certificate shall be a proper officer of the Company to sign such Warrant
Certificate even though such person was not such an officer upon the date of
the Agreement.


 


4.                                       Countersigning. 
Warrant Certificates shall be manually countersigned by the Warrant
Agent and shall not be valid for any purpose unless so countersigned.  The Warrant Agent hereby is authorized to
countersign and deliver to, or in accordance with the instructions of, any
Warrant Holder any Warrant Certificate which is properly issued.


 


5.                                       Registration of Transfer and Exchanges. 
The Warrant Agent shall from time to time register the transfer of any
outstanding Warrant Certificate upon records maintained by the Warrant Agent
for such purpose upon surrender of such Warrant Certificate to the Warrant
Agent for transfer, accompanied by appropriate instruments of transfer in form
satisfactory to the Company and the Warrant Agent and duly executed by the
Warrant Holder or a duly authorized attorney. 
Upon any such registration of transfer, a new Warrant Certificate shall
be issued in the name of and to the transferee and the surrendered Warrant
Certificate shall be cancelled.


 


6.                                       Exercise of Warrants.


 


(a)                                  Subject to the terms of the Class A
Warrants and the Class B Warrants, any Class A Warrant or any Class B Warrant may
be exercised upon any single occasion during the exercise period.  The Class A Warrants and
the Class B Warrants
shall be exercised by the Warrant Holder by surrendering to the Warrant Agent
the Warrant Certificate with the exercise form on the reverse of such Warrant
Certificate duly completed and executed and delivering to the Warrant Agent (or
by providing such other notice of exercise made available by the Company), by
good check or bank draft payable to the order of the Warrant Agent, the
Exercise Price for each Share to be purchased. 
Notwithstanding the foregoing, the Company will extend a three day “protect”
period after the Expiration Date so that any Class A Warrant or Class B
Warrant for which notice of exercise is received in the three business days
prior to and including the Expiration Date shall be deemed exercised so long as
the Exercise Price is received by the Warrant Agent no more than three business
days after the notice of exercise.


 


(b)                                 Upon receipt of a Warrant Certificate
with the exercise form thereon duly executed together with payment in full of
the Exercise Price for the Shares for 


 


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which Class A Warrants or Class B Warrants are then being exercised, the
Warrant Agent shall requisition from any transfer agent for the Shares, and
upon receipt shall make delivery of, certificates evidencing the total number
of whole Shares for which Class A Warrants or Class B Warrants are then being exercised in such
names and denominations as are required for delivery to, or in accordance with
the instructions of, the Warrant Holder. 
Such certificates for the Shares shall be deemed to be issued, and the
person whom such Shares are issued of record shall be deemed to have become a
holder of record of such Shares, as of the date of the surrender of such
Warrant Certificate and payment of the Exercise Price, whichever shall last
occur; provided that if the transfer books of the Company with respect to the
Shares, shall be closed, the certificates for the Shares issuable upon exercise
of the Class A Warrants or Class B Warrants shall be issued as of the date on which
such books shall next be open, and the person to whom such Shares are issued of
record shall be deemed to have become a record holder of such Shares as of the
date on which such books shall next be open (whether before, on or after the
Expiration Date) and until such date the Warrant Agent shall be under no duty
to deliver any certificate for such Shares.


 


(c)                                  If less than all a Warrant Holder’s Class A
Warrants or Class B Warrants are exercised upon a single occasion, a new Warrant
Certificate for the balance of the Class A Warrants or Class B
Warrants not so
exercised shall be issued and delivered to, or in accordance with, transfer
instructions properly given by the Warrant Holder until the Expiration Date.


 


(d)                                 All Warrant Certificates surrendered upon
exercise shall be cancelled.


 


(e)                                  Upon the exercise of any Class A
Warrant or any Class B Warrant, the Warrant Agent shall promptly deposit the payment
into an escrow account established by mutual agreement of the Company and the
Warrant Agent at a federally insured commercial bank.  All funds deposited in the escrow account
will be disbursed on a weekly basis to the Company once they have been
determined by the Warrant Agent to be collected funds.  Once the funds are determined to be
collected, the Warrant Agent shall cause the share certificate(s) representing
the exercised Class A Warrants or Class B Warrants to be issued.


 


(f)                                    Expenses incurred by the Warrant Agent
will be paid by the Company.  These
expenses, including delivery of Share certificates to the stockholder, will be
deducted from the Exercise Price submitted by a Warrant Holder prior to the
distribution of funds to the Company.  A
detailed accounting statement relating to the number of Class A
Warrants or Class B Warrants exercised, name of registered Warrant Holder and the net
amount of exercised funds remitted will be given to the Company with the
payment of each exercise amount.


 


7.                                       Warrant
Solicitation and Warrant Solicitation Fee.


 


(a)                                  The Company has
engaged Paulson, on a non-exclusive basis, as its agent for the solicitation of
the exercise of the Class A Warrants and the Class B Warrants.  The Company will, at its cost, (i) assist
Paulson with respect to such solicitation, if requested by Paulson, and (ii) provide
Paulson, and direct the Warrant Agent to deliver to Paulson lists of the record
and, to the extent known, beneficial owners of the Company’s Class A
Warrants and Class B Warrants.  The
Company 


 


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hereby instructs the Warrant
Agent to cooperate with Paulson in every respect in connection with Paulson’s
solicitation activities, including, but not limited to, providing to Paulson,
at the Company’s cost, a list of record and beneficial holders of the Class A
Warrants and the Class B Warrants and circulating a prospectus or offering
circular disclosing the compensation arrangements referenced in Section 7(b) below
to the Warrant Holders at the time of exercise of the Class A Warrants or Class B
Warrants.  In addition to the conditions
set forth in Section 7(b), Paulson shall accept payment of the warrant
solicitation fee provided in Section 7(b) only if permitted under the
rules and regulations of the Financial Industry Regulatory Authority and
only to the extent that a holder who exercises Class A Warrants or Class B
Warrants specifically designates, in writing, that Paulson solicited the
exercise.


 


(b)                                 In each
instance in which a Class A Warrant or Class B Warrant is exercised,
the Warrant Agent shall promptly give written notice of such exercise to the
Company and Paulson (“Warrant Agent’s Exercise
Notice”). If, upon the exercise of any Class A Warrant or Class B
Warrant more than one year from the effective date of the registration statement
originally registering the Class A Warrants and/or the Class B
Warrants as part of units issued in the Public Offering, (i) the market
price of the Company’s common stock is greater than the Exercise Price, (ii) disclosure
of compensation arrangements between the Company and Paulson with respect to
the solicitation of the exercise of the Class A Warrants and the Class B
Warrants was made both at the time of the Public Offering and at the time of
exercise (by delivery of the prospectus or as otherwise required by applicable
law, rule or regulation), (iii) the Warrant Holder confirms in
writing that the exercise of the Class A Warrant or Class B Warrant
was solicited by Paulson, (iv) the Class A Warrant or Class B
Warrant was not held in a discretionary account, and (v) the solicitation
of the exercise of the Class A Warrant or Class B Warrant was not in
violation of Regulation M (as such rule or any successor rule may be
in effect as of such time of exercise) promulgated under the Securities
Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with
the distribution of the Share underlying the Class A Warrant or Class B
Warrant so exercised in accordance with the instructions from the Company
following receipt of the proceeds to the Company received upon exercise of such
Class A Warrant or Class B Warrant, shall, on behalf of the Company,
pay a fee of 5% of the Exercise Price to Paulson, provided that Paulson
delivers to the Warrant Agent within ten (10) business days from the date
on which Paulson has received the Warrant Agent’s Exercise Notice, a
certificate that the conditions set forth in the preceding clauses (iii), (iv) and
(v) have been satisfied. Notwithstanding the foregoing, no fee will be
paid to Paulson with respect to the exercise by Paulson or its affiliates of Class A
Warrants or Class B Warrants purchased by it or them and still held by it
or them for its or their own account. Paulson and the Company may at any time
during business hours, examine the records of the Warrant Agent, including its
ledger of original Warrant Certificates returned to the Warrant Agent upon
exercise of the Class A Warrants and the Class B Warrants.


 


(c)                                  The provisions
of this Section 7. may not be modified, amended or deleted without the
prior written consent of Paulson.


 


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8.                                       Redemption of
Warrants.


 


(a)                                  Beginning                          
[six months after the date of the Public Offering], outstanding Class A
Warrants may be redeemed at the option of the Company, in whole or in part on a
pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(d) below,
which notice may not be given before, but may be given at any time after the
date on which the closing price of the Company’s common stock on the principal
exchange or trading facility on which it is then traded has equaled or exceeded
$           [80% of the
public offering price of a Unit] for five consecutive trading days.


 


(b)                                 Beginning                          
[six months after the date of the Public Offering], outstanding Class B
Warrants may be redeemed at the option of the Company, in whole or in part on a
pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(d) below,
which notice may not be given before, but may be given at any time after the
date on which the closing price of the Company’s common stock on the principal
exchange or trading facility on which it is then traded has equaled or exceeded
$          [125% of the public
offering price of a Unit] for five consecutive trading days.


 


(c)                                  The price at which Class A Warrants and the Class B Warrants
may be redeemed (the “Redemption  Price”) is $0.25 per warrant.  On and after the redemption date the Warrant
Holders of redeemed Class A Warrants or redeemed Class B Warrants shall be
entitled to payment of the Redemption Price upon surrender of the Warrant
Certificates of such redeemed Class A Warrants or redeemed Class B
Warrants to the Company at the office of the Warrant Agent.


 


(d)                                 Notice of redemption of Class A Warrants or Class B Warrants shall
be given at least 30 days prior to the redemption date by notifying the Warrant
Agent in writing, by notifying the Warrant Holders via publication of a press
release, and by taking such other steps as may be required under applicable
law.


 


(e)                                  From and after the redemption date, all
rights of the holders with respect to the redeemed Class A Warrants or redeemed Class B
Warrants (except the right to receive the Redemption Price) shall terminate,
but only if (i) no later than one day prior to the redemption date the
Company shall have irrevocably deposited with the Warrant Agent as paying agent
a sufficient amount to pay on the redemption date the Redemption Price for all Class A
Warrants or Class B Warrants called for redemption and (ii) the
notice of redemption shall have stated the name and address of the Warrant
Agent and the intention of the Company to deposit such amount with the Warrant
Agent no later than one day prior to the redemption date.  Notwithstanding the foregoing, the Company
will extend a three day “protect” period beginning on and continuing two days
after the redemption date so that any Class A Warrant or Class B
Warrant for which notice of exercise is received in the three business days
prior to the redemption date shall be deemed exercised so long as the Exercise
Price is received by the Warrant Agent no more than three business days after
the notice of exercise.


 


(f)                                    On the redemption date, the Warrant Agent
shall pay to the holders of record of redeemed Class A Warrants or redeemed Class B
Warrants all monies received by the Warrant Agent for the redemption of Class A Warrants or Class B 


 


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Warrants to which the holders of record of such redeemed Class A
Warrants or redeemed Class B Warrants who shall have surrendered their
Warrant Certificates are entitled.  The
Warrant Agent shall have no obligation to pay for the redemption of Class A Warrants or Class B Warrants except
to the extent that funds for such payment have been provided to it by the
Company.


 


(g)                                 All amounts deposited with the Warrant
Agent that are not required for redemption of Class A Warrants or Class B Warrants may be
withdrawn by the Company.  Any amounts
deposited with the Warrant Agent that shall be unclaimed after six months after
the redemption date shall be redelivered back to the Company, and thereafter
the holders of the Class A Warrants or Class B Warrants called for
redemption for which such funds were deposited shall look solely to the Company
for payment, it being understood that the Warrant Agent shall be under no
obligation to report or remit unclaimed property to appropriate states in
compliance with applicable law.  The
Company acknowledges that the bank accounts maintained by the Warrant Agent in
connection with the services hereunder will be in its name and that the Warrant
Agent may receive investment earnings in connection with the investment at the
Warrant Agent’s risk and for its benefit of funds held in those accounts from
time to time.


 


(h)                                 If the Company fails to make a sufficient
deposit with the Warrant Agent as provided above, the holder of any Class A Warrants or Class B Warrants called
for redemption may at the option of the holder (i) by notice to the
Company declare the notice of redemption a nullity as to such holder, or (ii) maintain
an action against the Company for the Redemption Price.  If the holder brings such an action, the
Company will pay reasonable attorneys’ fees of the holder.  If the holder fails to bring an action
against the Company for the Redemption Price within 60 days after the
redemption date, the holder shall be deemed to have elected to declare the
notice of redemption to be a nullity as to such holder and such notice shall be
without any force or effect as to such holder. 
Except as otherwise specifically provided in this paragraph 8(h), a
notice of redemption, once published by the Company as provided in paragraph 8(d) shall
be irrevocable.


 


(i)                                     Notwithstanding anything to the contrary
in this Section 8, the Company may not provide notice of any redemption
pursuant to this Section 8 at any time at which the Class A Warrants or Class B Warrants are not
currently exercisable as a result of the application of Section 12.  If, during the period between notice of
redemption and the Redemption Date, the Class A Warrants or Class B Warrants become
not currently exercisable as a result of the application of Section 12,
the Redemption Date shall be extended to be the tenth business day after such
restriction on exercise lapses.


 


9.                                       Taxes.  The Company
will pay all taxes attributable to the initial issuance of Shares upon exercise
of Class A Warrants
or Class B Warrants.  The Company
shall not, however, be required to pay any tax which may be payable in respect
to any transfer involved in any issue of Warrant Certificates or in the issue
of any certificates of Shares in the name other than that of the Warrant Holder
upon the exercise of any Class A Warrant or Class B Warrant.


 


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10.                                 Mutilated or Missing Warrant Certificates. 
On receipt by the Company and the Warrant Agent of evidence satisfactory
as to the ownership of and the loss, theft, destruction or mutilation of any
Warrant Certificate, the Company shall execute and the Warrant Agent shall
countersign and deliver in lieu thereof, a new Warrant Certificate.  In the case of loss, theft or destruction of
any Warrant Certificate, the Registered Owner requesting issuance of a new
Warrant Certificate shall be required to secure an indemnity bond from an
approved surety bonding company.  In the
event a Warrant Certificate is mutilated, such Warrant Certificate shall be
surrendered and canceled by the Warrant Agent prior to delivery of a new
Warrant Certificate.  Applicants for a
substitute Warrant Certificate shall also comply with such other regulations
and pay such other reasonable charges as the Warrant Agent may prescribe.


 


11.                                 Reservation of Shares. 
For the purpose of enabling the Company to satisfy all obligations to
issue Shares upon exercise of the Class A Warrants and the Class B Warrants,
the Company will at all times reserve and keep available free from preemptive
rights, out of the aggregate of its authorized but unissued shares, the full
number of Shares which may be issued upon the exercise of the Class A Warrants and the Class B Warrants
and such Shares will upon issue be fully paid and nonassessable by the Company
and free from all taxes, liens, charges and security interests with respect to
the issue thereof.


 


12.                                 Governmental Restrictions. 
If any Shares issuable upon the exercise of Class A Warrants or Class B Warrants require
registration or approval of any governmental authority, the Company will
use all commercially reasonable efforts to cause such Shares to be duly
registered, or approved, as the case may be, and, to the extent practicable,
take all such action in anticipation of and prior to the exercise of the Class A
Warrants and the Class B Warrants, including, without limitation, filing
any and all post-effective amendments to the Company’s Registration Statement
on Form S-1 (Registration No. 333-164588) necessary to permit a
public offering of the Shares underlying the Class A Warrants and the Class B
Warrants at any and all times during the term of this Agreement; provided,
however, that in no event shall such Shares be issued, and the Company is
authorized to refuse to honor the exercise of any Class A Warrant or Class B
Warrant, if such exercise would result, in the opinion of the Company’s Board
of Directors, upon advice of counsel, in the violation of any law.  In the case of Class A Warrants or Class B Warrants
exercisable solely for securities listed on a securities exchange or for which
there are at least three independent market makers, in lieu of obtaining such
registration or approval, the Company may elect to redeem Class A Warrants or Class B Warrants
submitted to the Warrant Agent for exercise for a price equal to the difference
between the aggregate low asked price, or closing price, as the case may be, of
the securities for which such Class A Warrants or Class B Warrants are
exercisable on the date of such submission and the Exercise Price of such Class A Warrants or Class B Warrants.  In the event of such redemption, the Company
will pay to the holder of such Class A Warrants or Class B Warrants the
above-described redemption price in cash within 10 business days after receipt
of notice from the Warrant Agent that such Class A Warrants or Class B  Warrants have been submitted for
exercise.  If, at the Expiration Date,
the Class A Warrants
or Class B Warrants are not currently exercisable as a result of the
provisions of this paragraph, the Expiration Date shall be extended to a date
that is 30 calendar days following notice to the Warrant Holders that the Class A Warrants or Class B  Warrants are again exercisable and
references to the Expiration Date herein shall thereafter refer to such
extended Expiration Date.


 


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13.                                 Adjustments.


 


(a)                                  If prior to the exercise of any Class A Warrants or Class B Warrants, the
Company shall have effected one or more stock split-ups, stock dividends or
other increases or reductions of the number of shares of its $0.001 par value
common stock outstanding without receiving compensation therefor in money,
services or property, the number of shares of common stock subject to the Class A Warrants and the Class B Warrants
shall (i) if a net increase shall have been effected in the number of
outstanding shares of the Company’s common stock, be proportionately increased,
and the Exercise Price payable per Share shall be proportionately reduced, and,
(ii) if a net reduction shall have been effected in the number of
outstanding shares of the Company’s common stock, be proportionately reduced
and the Exercise Price payable per Share be proportionately increased.


 


(b)                                 The Company
may, in its sole discretion, lower the Exercise Price at any time prior to the
Expiration Date for a period of not less than 20 days.


 


14.                                 Notice to Warrant Holders. 
Upon any adjustment as described in Section 13, the Company shall (i) cause
to be filed with the Warrant Agent a certificate signed by a Company officer
setting forth the details of such adjustment, the method of calculation and the
facts upon which such calculation is based, which certificate shall be
conclusive evidence of the correctness of the matters set forth therein, (ii) cause
notice of such adjustments to be given to the Warrant Holders of record, which
notice may be by publication of a press release and by taking such other steps
as may be required under applicable laws. 
Without limiting the obligation of the Company hereunder to provide
notice to each Warrant Holder, failure of the Company to give notice shall not
invalidate any corporate action taken by the Company.


 


15.                                 No Fractional Warrants or Shares. 
The Company shall not be required to issue fractions of Shares issuable
upon exercise of the Class A Warrants or Class B Warrants, upon the reissue of
Class A Warrants
or Class B Warrants, or any adjustments as described in Section 13 or
otherwise; but the Company in lieu of issuing any such fractional interest,
shall round up or down to the nearest full Share issuable upon exercise of the Class A Warrant or Class B Warrant.  If the total Class A Warrants or Class B Warrants
surrendered by exercise would result in the issuance of a fractional share, the
Company shall not be required to issue a fractional share but rather the
aggregate number of shares issuable will be rounded up or down to the nearest
full share.


 


16.                                 Rights of Warrant Holders. 
No Warrant Holder, as such, shall have any rights of a stockholder of
the Company, either at law or equity, and the rights of the Warrant Holders, as
such, are limited to those rights expressly provided in the Warrant
Certificate.  The Company and the Warrant
Agent may treat the registered Warrant Holder in respect of any Class A Warrant or Class B Warrant as the
absolute owner thereof for all purposes notwithstanding any notice to the
contrary.


 


17.                                 Warrant Agent. 
The Company hereby appoints the Warrant Agent to act as the agent of the
Company and the Warrant Agent hereby accepts such appointment upon the
following terms and conditions by all of which the Company and every Warrant
Holder, by acceptance of his Warrant Certificates, shall be bound:


 


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(a)                                  Statements contained in this Agreement
and in the Warrant Certificate shall be taken as statements of the
Company.  The Warrant Agent assumes no
responsibility for the correctness of any of the same except such as describes
the Warrant Agent or for action taken or to be taken by the Warrant Agent.


 


(b)                                 The Warrant Agent shall not be
responsible for any failure of the Company to comply with any of the Company’s
covenants contained in this Agreement or in the Warrant Certificates.


 


(c)                                  The Warrant Agent may consult at any time
with counsel satisfactory to it (who may be counsel for the Company) and the Warrant
Agent shall incur no liability or responsibility to the Company or to any
Warrant Holder in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion or the advice of
such counsel, provided the Warrant Agent shall have exercised reasonable care
in the selection and continued employment of such counsel.


 


(d)                                 The Warrant Agent shall incur no
liability or responsibility to the Company or to any Warrant Holder for any
action taken in reliance upon any notice, resolution, waiver, consent, order,
certificate or other paper, document or instrument believed by it to be genuine
and to have been signed, sent or presented by the proper party or parties.


 


(e)                                  The Company agrees to pay to the Warrant
Agent reasonable compensation for all services rendered by the Warrant Agent in
the execution of this Agreement, to reimburse the Warrant Agent for all
expenses, taxes and governmental charges and all other charges of any kind or
nature incurred by the Warrant Agent in the execution of this Agreement and to
indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and counsel fees, for this Agreement
except as a result of the Warrant Agent’s gross negligence or bad faith or
willful misconduct.


 


(f)                                    The Warrant Agent shall be under no
obligation to institute any action, suit or legal proceeding or to take any
other action likely to involve expense unless the Company or one or more
Warrant Holders shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses that may be incurred in connection with
such action, suit or legal proceeding, but this provision shall not affect the
power of the Warrant Agent to take such action as the Warrant Agent may
consider proper, whether with or without any such security or indemnity.  All rights of action under this Agreement or
under any of the Class A Warrants or Class B Warrants may be enforced by
the Warrant Agent without the possession of any of the Warrant Certificates or
the production thereof at any trial or other proceeding relative thereto, and
any such action, suit or proceeding instituted by the Warrant Agent shall be
brought in its name as Warrant Agent, and any recovery of judgment shall be for
the ratable benefit of the Warrant Holders as their respective rights or
interest may appear.


 


(g)                                 The Warrant Agent and any stockholder,
director, officer or employee of the Warrant Agent may buy, sell or deal in any
of the Class A Warrants,
Class B Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or
contract with or lend 


 


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money to the Company or otherwise act as fully and freely as though it
were not Warrant Agent under this Agreement. 
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.


 


18.                                 Successor Warrant Agent. 
Any corporation into which the Warrant Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a
party, or any corporation succeeding to the corporate trust business of the
Warrant Agent, shall be the successor to the Warrant Agent hereunder with the
same powers, rights, responsibilities and obligations of the Warrant Agent
without the execution or filing of any paper or any further act of a party or the
parties hereto.  In any such event or if
the name of the Warrant Agent is changed, the Warrant Agent or such successor
may adopt the countersignature of the original Warrant Agent and may
countersign such Class A Warrants or Class B Warrants either in the name
of the predecessor Warrant Agent or in the name of the successor Warrant Agent.


 


19.                                 Change of Warrant Agent. 
The Warrant Agent may resign or be discharged by the Company from its
duties under this Agreement by the Warrant Agent or the Company, as the case
may be, by giving notice in writing to the other, and by giving a date when
such resignation or discharge shall take effect, which notice shall be sent at
least 30 days prior to the date so specified. 
If the Warrant Agent shall resign, be discharged or shall otherwise
become incapable of acting, the Company shall appoint a successor to the
Warrant Agent.  If the Company shall fail
to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by any Warrant Holder or after discharging the Warrant Agent,
then the Company agrees to perform the duties of the Warrant Agent hereunder
until a successor Warrant Agent is appointed. 
After appointment and execution of a copy of this Agreement in effect at
that time, the successor Warrant Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Warrant Agent without further act or deed and the former Warrant Agent shall
deliver and transfer to the successor Warrant Agent any property at the time
held by it thereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for effecting the delivery or transfer.  Failure to give any notice provided for in
the section, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Warrant Agent or the appointment of the successor
Warrant Agent, as the case may be.


 


20.                                 Notices.  Any notice or
demand authorized by this Agreement to be given or made by the Warrant Agent or
by any Warrant Holder to or on the Company shall be sufficiently given or made
if sent by facsimile, mail, first class, certified or registered, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:


 


To the Company:


S&W Seed Company

P.O. Box 235

25552 South Butte Avenue

Five Points, CA 93624

Attn:  President


Facsimile:  (559) 884-2750


 


10





















 


To the Warrant Agent:


[Transfer Online Contact Info]


Attn:


Facsimile:


 


Except as otherwise
provided in this Agreement, any distribution, notice or demand required or
authorized by this Agreement to be given or made by the Company or the Warrant
Agent to or on the Warrant Holders shall be sufficiently given or made if sent
by mail, first class, addressed to the Warrant Holders at their last known
addresses as they shall appear on the registration books for the Warrant
Certificates maintained by the Warrant Agent.


 


21.                                 Supplements and
Amendments.  The Company
and the Warrant Agent may from time to time supplement or amend this Agreement
without the approval of any Warrant Holders in order to cure any ambiguity or
to correct or supplement any provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable. 
In furtherance of the foregoing, the Company may extend the duration of
the Exercise Period and/or lower the Exercise Price pursuant to Sections 2 and
13, respectively, without the consent of the Warrant Holders.


 


22.                                 Successors.  All the
covenants and provisions of this Agreement by or for the benefit of the Company
or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.


 


23.                                 Termination. 
This Agreement shall terminate at the close of business on the
Expiration Date or such earlier date upon which all Class A Warrants and Class B Warrants have
been exercised; provided, however, that if exercise of the Class A Warrants or Class B Warrants is
suspended pursuant to Section 12 and such suspension continues past the
Expiration Date, this Agreement shall terminate at the close of business on the
business day immediately following the expiration of such suspension.  The provisions of Section 17 shall
survive such termination.


 


24.                                 Governing Law. 
This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Delaware and for
all purposes shall be construed in accordance with the laws of said State.


 


25.                                 Benefits of this Agreement. 
Nothing in this Agreement shall be construed to give any person or
corporation other than the Company, the Warrant Agent or the registered
holders of the Warrant Certificates any legal or equitable right, remedy or claim under
this Agreement.


 


26.                                 Counterparts. 
This Agreement may be executed in any number of counterparts and the
signatures delivered by facsimile or electronic means (e.g.,
PDF), each of such counterparts shall for all purposes be deemed to be an
original and all such counterparts shall together constitute but one and the
same instrument.


 


11





















 


IN WITNESS WHEREOF, each of the parties hereto
has caused this Agreement to be executed by one of its officers thereunto duly
authorized.


 


 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  S&W
  Seed Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Transfer
  Online, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 


12














Exhibit A


 


 


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


 


CLASS A WARRANTS TO PURCHASE COMMON
STOCK


 


	
  No.  -                            

  	
   

  	
                     
  Class A Warrants

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP 785135 112

  



 


S&W SEED COMPANY


 


THIS
CERTIFIES THAT


 


 


or registered assigns, is
the registered holder of the number of Class A 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. 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 


 


Exhibit A to Warrant Agreement - Page 1

















 


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.


 


In certain cases, the sale
of securities by the Company upon exercise of Warrants may violate the
securities laws of the United States, certain states thereof or other
jurisdictions. 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 such 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 be required to 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 


 


Exhibit A to Warrant Agreement - Page 2

















 


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.


 


Exhibit A to Warrant Agreement - Page 3

















 


WITNESS the facsimile
signatures of the proper officers of the Company and its corporate seal.


 


Dated:


 


S&W SEED COMPANY
 
CORPORATE
 




	Mark S. Grewal
	 
	SEAL
	 
	Debra K. Weiner

	 
	 
	 
	 
	 

	 
	 
	DELAWARE
	 
	 

	 
	 
	 
	 
	 

	PRESIDENT
	 
	 
	 
	SECRETARY







 


Countersigned:


 


 


TRANSFER
ONLINE, INC.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


Exhibit A to Warrant Agreement - Page 4

















 


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

  
	
   

  	
   

  	
   

  
	
  TEN ENT

  	
  —

  	
  as tenants by the
  entireties

  
	
   

  	
   

  	
   

  
	
  JT TEN

  	
  —

  	
  as joint tenants with
  rights of survivorship and not as tenants in common

  
	
   

  	
   

  	
   

  
	
  COM PROP

  	
  —

  	
  as community property

  



 


	
  UNIF GIFT MIN ACT

  	
  —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  under Uniform Gifts to
  Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIF TRF MIN ACT

  	
  —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  under Uniform Transfers to
  Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  	
   

  



 


Exhibit A to Warrant Agreement - Page 5














 


FORM OF
EXERCISE


(To be executed upon exercise of a Class A
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:

  	
   

  	
   

  



 


Exhibit A to Warrant Agreement - Page 6

















 


FORM OF
ASSIGNMENT


(TO BE SIGNED ONLY UPON ASSIGNMENT)


 


FOR
VALUE RECEIVED, the undersigned Registered Holder (                                                )


 


	
   

  	
   

  
	
  (Please insert social
  security or other identification number of Registered Holder)

  
	
   

  	
   

  	
   

  
	
  hereby sells, assigns and
  transfers unto

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please Print Name and
  Address including Zip Code)

  	
   

  
	
   

  	
   

  
	
  Class A Warrants
  evidenced by the within Warrant Certificate, and irrevocably constitutes and
  appoints                                         
                             
  attorney to transfer this Warrant Certificate on the books of S&W Seed
  Company with the full power of substitution in the premises.

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature(s):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (Signature(s) must
  conform in all respects to the name of Registered Holder as specified on the
  face of this Warrant Certificate in every particular, without alteration or
  any change whatsoever, and the signature(s) must be guaranteed in the
  usual manner.)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature(s) Guaranteed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  The signature(s) should
  be guaranteed by an eligible institution (banks, stockbrokers, savings and
  loan association and credit unions with membership in an approved signature
  medallion program), pursuant to S.E.C. Rule 17Ad-15.

  	
   

  
					



 


Exhibit A to Warrant Agreement - Page 7














 


Exhibit B


 


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


 


CLASS B WARRANTS TO PURCHASE COMMON
STOCK


 


	
  No.  -         

  	
        Class B
  Warrants

  
	
   

  	
   

  
	
   

  	
  CUSIP 785135 120

  



 


S&W SEED COMPANY


 


THIS
CERTIFIES THAT


 


or registered assigns, is
the registered holder of the number of Class A 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. 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.


 


Exhibit B to Warrant Agreement - Page 1

















 


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.


 


In certain cases, the sale
of securities by the Company upon exercise of Warrants may violate the
securities laws of the United States, certain states thereof or other
jurisdictions. 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 such 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 be required to 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


 


Exhibit B to Warrant Agreement - Page 2

















 


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.


 


Exhibit B to Warrant Agreement - Page 3

















 


WITNESS the facsimile signatures
of the proper officers of the Company and its corporate seal.


 


Dated:


 


 


S&W SEED COMPANY
 
CORPORATE
 
 




	Mark S. Grewal
	 
	SEAL
	 
	Debra K. Weiner

	 
	 
	 
	 
	 

	 
	 
	DELAWARE
	 
	 

	 
	 
	 
	 
	 

	PRESIDENT
	 
	 
	 
	CHAIRMAN







 


Countersigned:


 


 


TRANSFER
ONLINE, INC.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


Exhibit B to Warrant Agreement - Page 4

















 


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

  
	
   

  	
   

  
	
  TEN ENT

  	
  —  as tenants by the entireties

  
	
   

  	
   

  
	
  JT TEN

  	
  —  as joint tenants with rights of
  survivorship and not as tenants in common

  
	
   

  	
   

  
	
  COM PROP

  	
  —  as community property

  



 


	
  UNIF GIFT MIN ACT

  	
  —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  under Uniform Gifts to
  Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Custodian

  	
   

  
	
  UNIF TRF MIN ACT

  	
  —

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  under Uniform Transfers to
  Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  	
   

  



 


Exhibit B to Warrant Agreement - Page 5








 







 


FORM OF
EXERCISE


(To be executed upon exercise of 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:

  	
   

  	
   

  



 


Exhibit B to Warrant Agreement - Page 6

















 


FORM OF
ASSIGNMENT


(TO BE SIGNED ONLY UPON ASSIGNMENT)


 


FOR
VALUE RECEIVED, the undersigned Registered Holder (                                      )


 


	
   

  	
   

  
	
  (Please insert social
  security or other identification number of Registered Holder)

  
	
   

  	
   

  
	
  hereby
  sells, assigns and transfers unto

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please
  Print Name and Address including Zip Code)

  	
   

  
	
   

  	
   

  
	
  Class B
  Warrants evidenced by the within Warrant Certificate, and irrevocably
  constitutes and appoints                                      
                                   
  attorney to transfer this Warrant Certificate on the books of S&W Seed
  Company with the full power of substitution in the premises.

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature(s):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature(s) must
  conform in all respects to the name of Registered Holder as specified on the
  face of this Warrant Certificate in every particular, without alteration or
  any change whatsoever, and the signature(s) must be guaranteed in the
  usual manner.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature(s) Guaranteed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  signature(s) should be guaranteed by an eligible institution (banks,
  stockbrokers, savings and loan association and credit unions with membership
  in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-15.

  	
   

  
			



 


Exhibit B to Warrant Agreement - Page 7