EXHIBIT
4.1


 


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-1

  	
   

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

  



 


S&W
Seed Company, a Delaware corporation (the “Company”), hereby certifies
that, for value received, Cardiff Partners, 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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CARDIFF PARTNERS, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Keith Moore

  	
   

  	
   

  
	
  Name:

  	
  Keith
  Moore

  	
   

  	
   

  
	
  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