0001136261-18-000237 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 6th, 2018 • S&W Seed Co • Agricultural production-crops • New York

THIS VOTING AGREEMENT (this "Agreement") is entered into as of September 5, 2018, by and among the investors listed on Schedule A hereto (each, an "Investor" and collectively, the "Investors"), S&W Seed Company, a Nevada corporation (the "Company"), and the stockholders of the Company listed on Schedule B hereto (each, a "Stockholder" and collectively, the "Stockholders"). Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Purchase Agreement (as defined below).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 6th, 2018 • S&W Seed Co • Agricultural production-crops • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of September 5, 2018, between S&W Seed Company, a Nevada corporation, with offices at 106 K Street, Suite 300, Sacramento, California 95814 (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").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 6th, 2018 • S&W Seed Co • Agricultural production-crops • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made and entered into effective as of September 5, 2018, by and among S&W Seed Company, a Nevada corporation (the "Company") and the investors listed on Exhibit A hereto (each, an "Investor" and together the "Investors").

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