0001136261-16-000695 Sample Contracts

S&W Seed Company, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 201__ Debt Securities
S&W Seed Co • December 2nd, 2016 • Agricultural production-crops • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the "Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

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S&W SEED COMPANY and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As Of S&W SEED COMPANY Form of Debt Securities Warrant Agreement
Securities Warrant Agreement • December 2nd, 2016 • S&W Seed Co • Agricultural production-crops • New York

DEBT SECURITIES WARRANT AGREEMENT (this "Agreement"), dated as of between S&W SEED COMPANY, a Nevada corporation (the "Company"), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "Warrant Agent").

S&W SEED COMPANY and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As Of S&W SEED COMPANY Form of Common Stock Warrant Agreement
Stock Warrant Agreement • December 2nd, 2016 • S&W Seed Co • Agricultural production-crops • New York

COMMON STOCK WARRANT AGREEMENT (this "Agreement"), dated as of between S&W SEED COMPANY, a Nevada corporation (the "Company"), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "Warrant Agent").

S&W SEED COMPANY and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As Of S&W SEED COMPANY Form of Preferred Stock Warrant Agreement
Preferred Stock Warrant Agreement • December 2nd, 2016 • S&W Seed Co • Agricultural production-crops • New York

PREFERRED STOCK WARRANT AGREEMENT (the "Agreement"), dated as of between S&W SEED COMPANY, a Nevada corporation (the "Company"), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "Warrant Agent").

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