0001136261-15-000332 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 24th, 2015 • S&W Seed Co • Agricultural production-crops • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Investor (the "Purchase Agreement") in connection with the following.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 24th, 2015 • S&W Seed Co • Agricultural production-crops • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of this 23rd day of November, 2015, between S&W Seed Company, a Nevada corporation, with offices at 7108 North Fresno Street, Fresno, California 93720 (the "Company") and MFP Partners, L.P., with offices at 667 Madison Avenue, 25th Floor, New York, NY 10665 (the "Purchaser").

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