EXHIBIT 10.16


 


	
  WELLS
  FARGO

  	
   

  	
  DISBURSEMENT ORDER

  



 


DATE: December 26,
2008


 


OFFICE:
Fresno RCBO, 8405 N. Fresno Street, Suite #200, Fresno, CA 93720


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION, Is hereby authorized to pay the proceeds of
the credit accommodation to the undersigned granted in the principal amount of
$2,500,000.00 to the order of:


 


	
  DDA

  	
   

  	
  Total: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Account Number

  	
   

  	
  Amount

  	
   

  	
  $

  	
   

  
	
  Account Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WIRE

  	
   

  	
  Total:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Destination Bank

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABA Number.

  	
   

  	
  Amount:

  	
   

  	
  $

  	
  0

  	
   

  
	
  Bank Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank City:

  	
  Bank State:

  	
  Bank
  Zip:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beneficiary/Customer Account
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beneficiary/Customer Account
  Number:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Remitter’s Text

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OTHER

  	
   

  	
  Total:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
  Amount:

  	
   

  	
  $

  	
   

  
									



 


S&W Seed Company


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Harry B. Hansen,
  Managing Partner

  	
   

  



 


1














 


CERTIFICATE OF
TRUST


 


This Certificate is made
by the undersigned, individually. and collectively, in his, her, its or their
capacity as a trustee of The Paul F. Shoen Revocable Trust (the “Trust”), for
the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) pursuant to
Nevada Revised Statutes §164.400 et seq. Each of the undersigned Trustee
certifies, represents and warrants as follows:


 


1. Paul F. Shoen is the
only duly appointed and acting trustee(s) of the Trust under an instrument
executed on October 10, 2006, which Trust is still in existence. The
following is the Trust name as set forth in the Trust’s formation documents
(insert “none” if there is no Trust name): The Paul F. Shoen Revocable Trust.


 


2. The following are the
names of each settlor of the Trust: Paul F. Shoen.


 


3. In connection with
credit extended or to be extended by Bank to S&W Seed Company (“Borrower”),
the Trust powers include the power to, and the trustees of the Trust are
authorized to:


 


(A)               Borrow money from Bank, on such terms and
conditions as Bank and the trustees shall determine.


 


(B)                 Grant to Bank security interests in
and/or liens on all or certain assets of the trustees.


 


(C)                 Enter into any swap, derivative, foreign
exchange, hedge or other similar transaction or arrangement with Bank, whether
or not connected to a particular loan transaction.


 


x                                  (D)                Guarantee payment of Borrower’s
obligations to Bank.


 


(E)                  Subordinate Borrower’s obligations to
and/or security interests in favor of the trustees to Borrower’s obligations to
and/or security interests in favor of Bank.


 


(F)                  Become a partner in
                                                                   


 


(G)                 Become a member in
                                                                    
limited liability company.


 


4. The Trust is
revocable, and the power to revoke the Trust is held by Paul F. Shoen.


 


5. This Certificate is
being signed by all of the currently acting and authorized trustees of the
Trust.


 


6. Under the terms of the
Trust, all of the currently acting trustees are required to sign documents in
order to exercise the powers of the trustees.


 


7. The Trust taxpayer
identification number is social security
number                .


 


1

















 


8.
Title to the Trust assets should be taken in the following manner:


 


9.
The trustees of the Trust have the authority to enter into the transactions
with respect to which this Certificate is being delivered, and such
transactions will create binding obligations on the assets of the Trust.


 


10.
All information contained in this Certificate is true and correct, and Bank as
a third party ,conducting business with the trustees of the Trust may rely on
this information until Bank receives written notice of any changes signed by
each trustee.


 


11.  The Trust has not been
revoked, modified or amended in any manner which would cause the
representations contained in this Certificate to be incorrect.


 


12.  The Trust is not a ‘business
trust’ as defined in, or established under, any state statute.


 


The
undersigned declares under penalty of perjury under the laws of the State of
Nevada that the foregoing is true and correct, and that this Certificate was
executed at  Nevada.


 


TRUSTEE(S):


 


 


	
  By:

  	
  /s/
  PF Shoen

  	
   

  	
  Date:

  	
  1-6-09

  
	
   

  	
  Paul
  F. Shoen

  	
   

  	
   

  	
   

  



 


ATTACH NOTARY ACKNOWLEDGMENTS


 


2

















 


CALIFORNIA
ALL-PURPOSE ACKNOWLEDGMENT


 


	
  State
  of California 

  	
  )

  
	
   

  	
   

  
	
  County
  of Humboldt

  	
  )

  



 


	
  On

  	
  1/6/09

  	
   before me, 

  	
  T. Petersen, Notary Public

  
	
   

  	
  Date

  	
   

  	
  Here Insert Name and Title
  of the Officer

  



 


	
  Personally
  appeared

  	
  Paul
  F. Shoen

  
	
   

  	
  Name(s) of Signer(s)

  
	
   

  	
   

  
	
   

  	
   

  



 


	
  [SEAL]

  	
   

  T. PETERSEN

  Commission # 1610156

  Notary Public — California

  Humboldt County

  My Comm. Expires Sep 30, 2009

   

  	
   

  



 


who proved to me on the basis of satisfactory evidence to be the person(s) whose
names(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	
  Signatures

  	
  /s/ T. Petersen

  	
   

  



 


OPTIONAL


 


Though the information below
is not required by law, it may prove valuable to persons relying on the
document

and could prevent fraudulent removal and reattachment of this form to another
document.


 


Description of Attached Document


 


	
  Title or Type of Document

  	
  Certificate of Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Document
  Date:

  	
  1/6/09

  	
    Number
  of Pages:

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Signer(s) Other Than Named Above:

  	
   

  
	
   

  	
   

  
	
  Capacity(ies) Claimed By Signer(s)

  	
   

  
					



 


 


	
  Signer’s Name:

  	
  Paul F. Shoen

  	
   

  	
  Signer’s Name:

  	
   

  	
   

  
	
  x  Individual

  	
   

  	
  o  Individual

  
	
  o  Corporate
  Officer — Title(s):

  	
   

  	
   

  	
  o  Corporate
  Officer — Title(s):

  
	
  o  Partner – o  Limited
                  o General

  	
   

  	
  o  Partner – o  
  Limited        o  General

  
	
  o  Attorney in
  Fact

  	
   

  	
  o  Attorney in
  Fact

  
	
  o  Trustee

  	
   

  	
  o  Trustee

  
	
  o  Guardian or
  Conservator

  	
   

  	
  o  Guardian or
  Conservator

  
	
  o  Other

  	
   

  	
   

  	
  o  Other

  	
   

  
	
   

  	
   

  	
   

  
	
  Signer is Representing:

  	
   

  	
   

  	
   

  	
  Signer is Representing: