0001144204-17-037860 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 24th, 2017 • Wynnefield Partners Small Cap Value Lp • 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 Investors (the "Purchase Agreement") in connection with the following.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 24th, 2017 • Wynnefield Partners Small Cap Value Lp • Agricultural production-crops • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of July 19, 2017, between S&W Seed Company, a Nevada corporation, with offices at 7108 North Fresno Street, Fresno, California 93720 (the "Company") and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as "Purchasers" and each individually as a "Purchaser").

SCHEDULE 13D JOINT FILING AGREEMENT
Joint Filing Agreement • July 24th, 2017 • Wynnefield Partners Small Cap Value Lp • Agricultural production-crops

The undersigned hereby agree that this Schedule 13D (the “Schedule 13D”) with respect to the common stock of S&W Seed Company, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

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