THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN S&W Seed Company PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 136,000 Units of S&W SEED...S&W Seed Co • January 29th, 2010 • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after , 2011 and on or before , 2015, up to 136,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
S&W Seed Company UNDERWRITING AGREEMENT dated , 2010 Paulson Investment Company, Inc.Underwriting Agreement • January 29th, 2010 • S&W Seed Co • New York
References to the Prospectus in this Exhibit A include any supplements thereto at the First Closing Date and, if applicable, each Subsequent Closing Date. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
WELLS FARGO CONTINUING GUARANTYS&W Seed Co • January 29th, 2010 • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2010 • S&W Seed Co • California
THIS AGREEMENT is made as of the day of , 200 , between S&W SEED COMPANY, a Delaware corporation (the “Company”), and , an officer, member of the Board of Directors and/or key employee of the Company or a subsidiary thereof (“Indemnitee”), with reference to the following facts:
CONTINUING SECURITY AGREEMENTContinuing Security Agreement • January 29th, 2010 • S&W Seed Co • California
CREDIT AGREEMENTCredit Agreement • January 29th, 2010 • S&W Seed Co • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of December 26, 2008, by and between S&W SEED COMPANY, a California general partnership.(“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
PURCHASE AND ASSIGNMENT OF MEMBERSHIP INTERESTS, ASSUMPTION OF OBLIGATIONS, AGREEMENT TO BE BOUND BY LIMITED LIABILITY COMPANY AGREEMENT AND ADMISSION OF SUBSTITUTED MEMBERS&W Seed Co • January 29th, 2010 • California
THIS PURCHASE AND ASSIGNMENT OF MEMBERSHIP INTERESTS, ASSUMPTION OF OBLIGATIONS, AGREEMENT TO BE BOUND BY LIMITED LIABILITY COMPANY OPERATING AGREEMENT AND ADMISSION OF SUBSTITUTED MEMBER (the “Agreement”) is made and entered into as of January 28, 2010, by and among Yellowjacket LP, a Nevada limited partnership (“Yellowjacket”), Triangle T Partners, LLC, a California limited liability company (“Triangle T”) and Donald W. McCollister (“McCollister”, collectively, the “Assignors”), S&W Seed Company, a Delaware Corporation (the “Assignee”), and Mark S. Grewal, (the “Manager”).
