REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • New York
This Securities Purchase Agreement (this "Agreement") is dated as of December 30, 2014, between S&W Seed Company, a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of this ____ day of December, 2014, between S&W Seed Company, a Nevada corporation, with offices at 25552 South Butte Avenue, Five Points, California 93624 (the "Company") and MFP Partners, L.P., with offices at 667 Madison Avenue, 25th Floor, New York, NY 10065 (the "Purchaser").
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") dated as of December [__], 2014, is by and between (i) Wells Fargo Bank, National Association (the "Working Capital Lender" as hereinafter further defined), (ii) Hudson Bay Fund LP, in its capacity as agent for the holders of the Term Loan Debt defined below (in such capacity, the "Term Loan Agent" as hereinafter further defined) and (iii) Pioneer Hi-Bred International, Inc., an Iowa corporation (the "Pioneer Lender" as hereinafter further defined).
S&W Seed Company December __, 2014S&W Seed Co • December 31st, 2014 • Agricultural production-crops
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of December 30, 2014 (the "Subscription Date") by and among S&W Seed Company (the "Company") and the purchasers party thereto (the "Purchasers"), with respect to the issuance of (i) senior secured convertible debentures of the Company (the "Debentures") pursuant to which shares of the Company's common stock, par value $0.001 per share (the "Common Stock") may be issued and (ii) warrants (the "Warrants") which Warrants will be exercisable to purchase Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
COMMON STOCK PURCHASE WARRANT S&W SEED COMPANYS&W Seed Co • December 31st, 2014 • Agricultural production-crops • New York
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, the receipt and sufficiency of which is hereby acknowledged, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six (6) months immediately following the Issuance Date set forth above (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from S&W Seed Company, a Nevada corporation (the "Company"), up to ______ fully paid, nonassessable shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GUARANTYSecurities Purchase Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • New York
GUARANTY, dated as of December [__], 2014, made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of the "Purchasers" (as defined below) party to the Securities Purchase Agreement referenced below.
SECURITY AGREEMENTSecurity Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • New York
This SECURITY AGREEMENT, dated as of December __, 2014 (this "Agreement"), is by S&W Seed Company, a Nevada corporation (the "Company") and the Subsidiaries of the Company listed on the signature pages hereto as Guarantors (each a "Guarantor" and collectively, the "Guarantors"; together with the Company, collectively referred to herein as the "Debtor") in favor of Hudson Bay Fund LP (the "Agent"), in its capacity as collateral agent for the Purchasers of the Company's 8% Senior Secured Convertible Debentures due 35 months years following their issuance, in the original aggregate principal amount of $27,000,000 (collectively, the "Debentures") signatory hereto, their endorsees, transferees and assigns (the Agent and the Purchasers are, collectively, the "Secured Parties").
ESCROW AGREEMENTEscrow Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • New York
THIS ESCROW AGREEMENT is made and entered into as of the 29th day of December, 2014, by and among S&W SEED COMPANY., a Nevada corporation (the "Company"), CRAIG-HALLUM CAPITAL GROUP LLC, a Minnesota limited liability company ("CRAIG-HALLUM") and ALERUS FINANCIAL, a national association (the "Escrow Agent").
TRANSFER AGENT INSTRUCTIONS S&W SEED COMPANY December 30, 2014Transfer Agent Instructions • December 31st, 2014 • S&W Seed Co • Agricultural production-crops
Reference is made to that certain Securities Purchase Agreement, dated as of December 30, 2014 (the "Purchase Agreement"), by and among S&W Seed Company, a Nevada corporation (the "Company"), and each purchaser identified on the signature pages thereto (collectively, the "Holders"), pursuant to which the Company is issuing to the Holders (i) senior secured convertible debentures (the "Debentures"), which are convertible into shares of the common stock of the Company, par value $0.001 per share (the "Common Stock"), and (ii) warrants (the "Warrants"), which are exercisable to purchase shares of Common Stock.
VOTING AGREEMENTVoting Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • New York
VOTING AGREEMENT, DATED AS OF DECEMBER __, 2014 (THIS "AGREEMENT"), BY AND AMONG S&W SEED COMPANY, A NEVADA CORPORATION (THE "COMPANY"), AND THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO UNDER THE HEADING "SHAREHOLDERS" (EACH, A "SHAREHOLDER" AND COLLECTIVELY, THE "SHAREHOLDERS").
AMENDMENT AND WAIVER AGREEMENTAnd Waiver Agreement • December 31st, 2014 • S&W Seed Co • Agricultural production-crops • California
This AMENDMENT AND WAIVER AGREEMENT is dated as of December 31, 2014 (this "Agreement") and is between S&W Seed Company (the "Borrower") and Wells Fargo Bank, National Association (the "Bank").
