EXHIBIT
4.2


 


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
THERE IS A (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT RELATED
THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, (III) RECEIPT OF A
NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (IV) UNLESS
PURSUANT TO AN EXEMPTION THEREFROM UNDER RULE 144 OF THE ACT.


 


S&W SEED COMPANY


 


WARRANT TO PURCHASE


25,000 SHARES OF COMMON STOCK


 


	
  Warrant No. W-2

  	
   

  	
  Dated
  May 7, 2010 (the “Effective Date”)

  



 


S&W
Seed Company, a Delaware corporation (the “Company”), hereby certifies
that, for value received, PR Financial Marketing, LLC, or its registered
assigns (“Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company up to an aggregate of Twenty-five Thousand (25,000)  shares
of Common Stock, par value $0.001 per share (the “Common Stock”), of the
Company (each such share, a “Warrant Share” and all such shares, the “Warrant
Shares”) at an exercise price equal to Four Dollars and No Cents ($4.00) per share (the “Exercise
Price”), at any time and from time to time during the Exercise Period (as
defined below), and subject to the following terms and conditions::


 


1.             Duration
and Exercise of the Warrant.


 


(a)           The
term of this Warrant (the “Exercise Period”) shall be the period
commencing May 7, 2010 and
ending on May 7, 2015 (the “Expiration
Date”).


 


(b)           This
Warrant shall be exercisable by the registered Holder on any business day
during the Exercise Period before 5:00 P.M., Pacific time. At 5:00 P.M.,
Pacific time on the Expiration Date, the portion of this Warrant not exercised
prior thereto shall be and become void and of no value.


 


(c)           Subject
to Sections 2 and 5, upon surrender of this Warrant, with the Form of
Election to Purchase (in the form of Exhibit A hereto) attached hereto
duly completed and executed, to the Company at its office at 25552 South Butte
Avenue, Five Points, CA 93624, Attention:  Chief Financial Officer, or at such other
address as the Company may specify in writing to the then registered Holder,
and upon payment of the Exercise Price multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder, in lawful money of the
United States of America, in cash or by certified or official bank check or
checks (subject to the Conversion Right in accordance with Section 1(e)),
all as specified by the 


 

















 


Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than three (3) business days after the
date of exercise) issue or cause to be issued and cause to be delivered to or
upon the written order of the Holder and in such name or names as the Holder
may designate, a certificate for the Warrant Shares issuable upon such
exercise.


 


(d)           In
addition to and without limiting the rights of the Holder under the terms of
this Warrant, Holder shall have the right to convert this Warrant or any
portion thereof (the “Conversion Right”) into Warrant Shares as provided
in this Section 1(e) at any time or from time to time during the
Exercise Period by delivering notice in accordance with Section 1(d). Upon
exercise of the Conversion Right with respect to all or a specified portion of
shares subject to this Warrant (the “Pre-Converted Warrant Shares”), the
Company shall deliver to Holder that number of Warrant Shares equal to the
quotient obtained by dividing (i) the value of this Warrant (or the
specified portion hereof) on the Exercise Date (as defined in Section 1(f)),
which value shall be equal to (A) the aggregate Fair Market Value (as
defined below) of the Pre-Converted Warrant Shares issuable upon exercise of
this Warrant on the Exercise Date less (B) the aggregate Exercise Price of
such Pre-Converted Warrant Shares immediately prior to the exercise of the
Conversion Right by (ii) the fair market value of one (1) Warrant
Share on the Exercise Date.


 


Expressed as a formula, such conversion shall be
computed as follows:


 


	
   

  	
  X =

  	
  (A-B)

  	
   

  
	
   

  	
   

  	
  Y

  	
   

  



 


where                                                                X =          the
number of Warrant Shares to be issued to the Holder pursuant to this Section 3.


 


Y =                              the Fair Market Value (as defined below)
of one (1) Warrant Share.


 


A =                            the aggregate fair market value of the
Pre-Converted Warrant Shares at the time the Conversion Right is elected
pursuant to this Section 1(d) (i.e., Fair Market Value (as defined
below) per Warrant Share x Pre-Converted Warrant Shares).


 


B =                              aggregate the Exercise Price of the
Pre-Converted Warrant Shares (i.e., Exercise Price x Pre-Converted Warrant
Shares).


 


For purposes of the
provisions of this Warrant requiring a determination in accordance with this Section 1(e),
“Fair Market Value” as of a particular date (the “Determination Date”)
shall mean (i) for any security if such security is traded on a national
securities exchange (an “Exchange”), the weighted average (based on
daily trading volume) of the mid-point between the daily high and low trading
prices of the security on each of the last five (5) trading days prior to
the Determination Date reported on such Exchange, (ii) for any security that
is not traded on an Exchange but that is quoted on an electronic quotation
system, the weighted average (based on daily trading volume) of the mid-point
between the daily high and low trading prices reported on such electronic
quotation system on each of the last five (5) trading days (or if the
relevant price or quotation did not exist on any of such days, the relevant
price or quotation on the next 


 


2

















 


preceding business day on
which there was such a price or quotation, for a total of five trading days)
prior to the Determination Date, or (iii) for any security or any other
asset, if no price can be determined on the basis of the above methods of
valuation, then the judgment of valuation shall be determined in good faith by
the Board of Directors of the Company, which determination shall be described
in a duly adopted board resolution certified by the Company’s Secretary or
Assistant Secretary.


 


(e)           Any
person so designated by the Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date of Exercise
of this Warrant. For purposes of this Section, a “Date of Exercise”
means the date on which the Company shall have received (i) this Warrant
(or any new Warrant, as applicable), with the Form of Election to Purchase
attached hereto (or attached to such new Warrant) appropriately completed and
duly executed, and (ii) payment of the Exercise Price for the number of
Warrant Shares so indicated by the holder hereof to be purchased.


 


(f)            This
Warrant shall be exercisable, either in its entirety or, from time to time, for
a portion of the number of whole Warrant Shares. If less than all of the
Warrant Shares which may be purchased under this Warrant are exercised at any
time, the Company shall issue or cause to be issued, at its expense, a new
Warrant evidencing the right to purchase the remaining number of Warrant Shares
for which no exercise has been evidenced by this Warrant.


 


2.             Payment
of Taxes.  The Company will pay all
documentary stamp taxes attributable to the issuance of Warrant Shares upon the
exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the registration of any certificates for Warrant Shares or
Warrants in a name other than that of the Holder, and the Company shall not be
required to issue or cause to be issued or deliver or cause to be delivered the
certificates for Warrant Shares unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.


 


3.             Replacement
of Warrant.  If this Warrant is
mutilated, lost, stolen or destroyed, the Company may, in its discretion, issue
or cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a new Warrant, but
only upon receipt of evidence reasonably satisfactory to the Company of such
loss, theft or destruction and indemnity, if requested, satisfactory to it.
Applicants for a new Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
charges as the Company may prescribe.


 


4.             Adjustments


 


(a)           Subdivisions
and Combinations.  If the Company at
any time while this Warrant remains outstanding and unexpired shall subdivide
(by stock split) or combine (by reverse stock split) its outstanding shares of
capital stock into which this Warrant is exercisable, the Exercise Price shall
be proportionately decreased in the case of a subdivision or increased in the
case of a combination, effective at the close of business on the date the
subdivision or 


 


3

















 


combination becomes effective and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be proportionately increased in
the case of a subdivision or decreased in the case of a combination, and in
each case to the nearest whole share, effective at the close of business on the
date the subdivision or combination becomes effective. The provisions of this Section 4(a) shall
similarly apply to successive subdivisions or combinations of outstanding
shares of capital stock into which this Warrant is exercisable.


 


(b)           Reorganization,
Reclassification, Consolidation, Merger or Sale of Assets.  If any capital reorganization or
reclassification (other than as a result of a subdivision or combination
described in Section 4(a)) of the capital stock of the Company, or
consolidation or merger of the Company with or into another corporation, or the
sale of all or substantially all of its assets to another corporation shall be
effected in such a way that holders of Common Stock shall be entitled to
receive stock, securities, cash or other property with respect to or in
exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provision
shall be made whereby the Holder shall have the right to acquire and receive,
upon exercise of this Warrant, such shares of stock, securities, cash or other
property issuable or payable (as part of the reorganization, reclassification,
consolidation, merger or sale) with respect to or in exchange for such number
of outstanding shares of the Common Stock as would have been received upon
exercise of this Warrant at the Exercise Price then in effect. The Company will
not effect any such consolidation, merger or sale, unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument delivered to the Holder, the
obligation to deliver to the Holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, the Holder may be entitled to
purchase. The provisions of this Section 4(b) shall similarly apply
to successive reorganizations, reclassifications, consolidations, mergers and
sales of assets.


 


(c)           Stock
Dividends and Other Distributions. 
If the Company at any time while this Warrant is outstanding and
unexpired shall (i) pay a dividend with respect to Common Stock payable in
Common Stock, then (A) the Exercise Price shall be adjusted, from and
after the date of determination of stockholders entitled to receive such
dividend or distribution (the “Record Date”), to that price determined by
multiplying the Exercise Price in effect immediately prior to such date of
determination by a fraction (1) the numerator of which shall be the total
number of shares of Common Stock outstanding immediately prior to such dividend
or distribution, and (2) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such dividend or
distribution and (B) the number of shares of Common Stock issuable upon
exercise of this Warrant shall be proportionately adjusted, to the nearest
whole share, from and after the Record Date by multiplying the number of shares
of Common Stock purchasable hereunder immediately prior to such Record Date by
a fraction (1) the numerator of which shall be the total number of shares
of Common Stock outstanding immediately after such dividend or distribution,
and (2) the denominator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution; or
(ii) make any other distribution with respect to Common Stock (except any
distribution specifically provided for in Sections 4(a) or 4(b) above),
then, in each such case, provision shall be made by the Company such that the
holder of this Warrant shall receive upon exercise of this Warrant a
proportionate share of any such dividend or distribution as though it were the
holder of Common Stock as of the Record Date fixed for the determination 


 


4

















 


of the stockholders of the Company entitled to receive such dividend or
distribution. The provisions of this Section 4(c) shall similarly
apply to successive stock dividends and other distributions by the Company.


 


(d)           Notices
of Record Date, Etc.  In the event
that:


 


(i)                                     there shall be any capital reorganization
or reclassification of the capital stock of the Company, including any
subdivision or combination of its outstanding shares of Common Stock, or
consolidation or merger of the Company with, or sale of all or substantially
all of its assets to, another corporation, or


 


(ii)                                  there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;


 


then, in
connection with such event, the Company shall give to the Holder at least
twenty (20) days’ prior written notice of (1) the date on which the books
of the Company shall close or a record shall be taken for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up and (2) the date when
the same shall take place. Such notice shall also specify (if applicable) the
date on which the holders of Common Stock shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be.


 


(e)           Adjustment
by Board of Directors.  If any event
occurs as to which, in the opinion of the Board of Directors of the Company,
the provisions of this Section 4 are not strictly applicable or if
strictly applicable would not fairly protect the rights of the Holder in
accordance with the essential intent and principles of such provisions, then
the Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such rights as aforesaid, but in no event shall any adjustment have the
effect of increasing the Exercise Price as otherwise determined pursuant to any
of the provisions of this Section 4 except in the case of a combination of
shares of a type contemplated in Section 4(a) and then in no event to
an amount larger than the Exercise Price as adjusted pursuant to Section 4(a).


 


(f)            Certificate
of Adjustment.  In each case of any
adjustment or readjustment in the shares of Common Stock or other securities
issuable on the exercise of this Warrant, the Company at its expense will
promptly cause its Chief Financial Officer or other appropriate designee to
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (i) the consideration received or
receivable by the Company for any additional shares of Common Stock or other
securities issued or sold or deemed to have been issued or sold, (ii) the
number of shares of Common Stock or other securities outstanding or deemed to
be outstanding, and (iii) the Exercise Price and the number of shares of
Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or 


 


5

















 


readjustment and as adjusted or readjusted as provided in this Warrant.
The Company will forthwith deliver a copy of each such certificate to the
Holder and any warrant agent of the Company (appointed pursuant to Section 7
hereof).


 


5.             Fractional
Shares.  The Company shall not be
required to issue or cause to be issued fractional Warrant Shares on the exercise
of this Warrant. The number of full Warrant Shares which shall be issuable upon
the exercise of this Warrant shall be computed on the basis of the aggregate
number of Warrant Shares purchasable on exercise of this Warrant so presented.
If any fraction of a Warrant Share would be issuable on the exercise of this
Warrant, such fractional share shall be disregarded and the number of shares of
Common Stock issuable upon exercise shall, on an aggregate basis, be rounded
down  to the nearest whole number of
shares.


 


6.             Notices.
All notices and other communications given or made pursuant to this Warrant
shall be in writing and shall be deemed effectively given:  (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed electronic mail, (c) five
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, (d) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt, or (e) only in the case of notices or
communications from the Holder to the Company, when sent by confirmed facsimile
if sent during normal business hours of the Company, and if not so confirmed,
then on the next business day. The addresses for such communications shall
be:  (i) if to the Company, to 25552
South Butte Avenue, Five Points, CA 93624 (P.O. Box 235, Five Points, CA
93624, if by U.S. Mail), Attention: 
Chief Financial Officer, or to facsimile number (559) 884-2750, or to
e-mail address:  mszot@swseedco.com; or (ii) if
to the Holder, to the Holder at the address appearing on the Warrant Register
or such other address as the Holder may provide to the Company in accordance
with this Section 6.


 


7.             Warrant
Agent.  The Company shall serve as
warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder,
the Company may appoint a new warrant agent. Any new warrant agent shall be a
party to this Warrant without any further act. Any new warrant agent shall
promptly cause notice of its succession as warrant agent to be mailed (by first
class mail, postage prepaid) to the Holder at the Holder’s last address as
shown on the Warrant Register.


 


8.             Stockholder
Rights.  Until the valid exercise of
this Warrant, the Holder shall not be entitled to any of the rights of a
stockholder of the Company.


 


9.             Reservation
of Warrant Shares.  The Company
covenants that it will at all times reserve and keep available out of the
aggregate of its authorized but unissued and otherwise unreserved Common Stock,
solely for the purpose of enabling it to issue Warrant Shares upon exercise of
this Warrant as herein provided, the number of Warrant Shares which are then
issuable and deliverable upon the exercise of this entire Warrant, free from
preemptive rights or any other contingent purchase rights of Persons other than
the Holder (taking into account the adjustments and restrictions of Section 4).
The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in
accordance with the terms hereof, be duly and validly authorized, issued and
fully paid and nonassessable.


 


6

















 


10.           No
Dilution or Impairment.  The Company
will not, by amendment of its certificate of incorporation or through
reorganization, consolidation, merger, dissolution, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
dilution or other impairment. Without limiting the generality of the foregoing,
the Company will not increase the par value of any shares of stock receivable
upon the exercise of this Warrant above the amount payable therefor upon such
exercise, and at all times will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable stock upon the exercise of this Warrant.


 


11.           Assignment; Exchange of Warrant.  Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any Holder (a “Transferor”) in whole or in part. On the
surrender for exchange of this Warrant, with the Transferor’s endorsement in
the form of Exhibit B attached hereto (the “Transferor Endorsement Form”)
and together with evidence reasonably satisfactory to the Company demonstrating
compliance with applicable securities laws, which may include, in the Company’s
sole discretion and without limitation, the provision of a legal opinion from
the Transferor’s counsel (at the Company’s expense) that such transfer is
exempt from the registration requirements of applicable securities laws, and
with payment by the Transferor of any applicable transfer taxes) will issue and
deliver to or on the order of the Transferor thereof a new Warrant of like
tenor, in the name of the Transferor and/or the transferee(s) specified in
such Transferor Endorsement Form, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant so surrendered by the Transferor.


 


12.           Transfer
on the Company’s Books. Until this Warrant is transferred on the books of
the Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.


 


13.           Miscellaneous.


 


(a)           This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns. This Warrant may be amended only in
writing signed by the Company and the Holder.


 


(b)           This
Warrant shall be governed by and construed and enforced in accordance with the
internal laws of the State of California without regard to the principles of
conflicts of law thereof.


 


(c)           The
Company stipulates that the remedies at law of the Holder in the event of any
default by the Company in the performance of or compliance with any of the
terms of this Warrant are not and will not be adequate, and that the same may
be specifically enforced.


 


(d)           The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.


 


7

















 


(e)           In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first written above.


 


	
   

  	
  S&W
  SEED COMPANY

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mark S. Grewal

  
	
   

  	
  Name:

  	
   

  	
  Mark S. Grewal

  
	
   

  	
  Title:

  	
   

  	
  President and CEO

  



 


Acknowledged and agreed to:


 


PR FINANCIAL MARKETING, LLC


 


 


	
  By:

  	
   

  	
  /s/ Jim Blackman

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Jim Blackman

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Managing Member

  	
   

  	
   

  



 


8
















 


Exhibit A


 


FORM OF ELECTION TO PURCHASE


 


(To be
executed by the Holder to exercise the right to purchase shares of Common Stock
under the foregoing Warrant)


 


To
S&W SEED COMPANY:


 


[CHECK PARAGRAPH THAT APPLIES]


 


o          In
accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase                             
shares of Common Stock, par value $0.001 per share (the “Common Stock”),
of S&W Seed Company, a Delaware corporation. and encloses herewith $                          
in cash or certified or official bank check or checks, which sum represents the
aggregate Exercise Price (as defined in the Warrant) for the number of shares
of Common Stock to which this Form of Election to Purchase relates,
together with any applicable taxes payable by the undersigned pursuant to the
Warrant.


 


- OR -


 


o          In
accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to convert such Warrant
into                      
shares of Common Stock by cashless exercise pursuant to Section 1(e) of
the Warrant. Also enclosed is documentation supporting the calculation of such
number of shares of Common Stock to which this Form of Election to
Purchase relates.


 


The undersigned requests that certificates for the
shares of Common Stock issuable upon this exercise be issued in the name
of                                                                                                   .


 


	
   

  	
  PLEASE INSERT SOCIAL
  SECURITY

  
	
   

  	
  OR TAX IDENTIFICATION
  NUMBER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please print name and
  address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


A - 1

















 


If the number of shares
of Common Stock issuable upon this exercise shall not be all of the shares of
Common Stock which the undersigned is entitled to purchase in accordance with
the enclosed Warrant, the undersigned requests that a new Warrant evidencing
the right to purchase the shares of Common Stock not issuable pursuant to the
exercise evidenced hereby be issued in the name of and delivered to:


 


	
   

  	
   

  
	
   

  	
  (Please print name and
  address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
                                                         

  	
  ,

  	
                        

  	
   

  	
  Name of Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (By:)

  	
   

  
	
   

  	
  (Name:)

  	
   

  
	
   

  	
  (Title:)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform
  in all respects to name of holder as specified on the face of the Warrant)

  
								



 


A - 2

















 


Exhibit B


 


FORM OF
TRANSFEROR ENDORSEMENT


 


[To be completed and executed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                              
the right represented by the within Warrant to purchase                          
shares of Common Stock, par value $0.001 per share, of S&W Seed Company, a
Delaware corporation, to which the within Warrant relates and appoints                                                                            
                                                                                                                                                                            attorney
to transfer said right on the books of S&W Seed Company with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
                                                             

  	
  ,

  	
                                

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature must conform
  in all respects to name of holder as specified on the face of the Warrant)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address of Transferee

  
	
  In the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


B - 1