CUSIP NO. 785135104
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Schedule 13D
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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MFP Partners, L.P.(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED BY
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15,945,017(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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15,945,017(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,945,017(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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48.0%
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14
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TYPE OF REPORTING PERSON
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PN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
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(2) 15,945,017 shares of common stock, par value $0.001 per share (“Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”), are held directly by MFP. MFP also directly holds a Common Stock Purchase Warrant (the “Warrant”), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.32 per share, but only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant. Because MFP holds 48.0% of the outstanding Common Stock, the Warrant is not exercisable. Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein. The ownership percentage set forth above is based on 25,990,968 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-K and the Company’s issuance of 7,235,000 shares of Common Stock upon conversion of 7,235 shares of Series A Convertible Preferred Stock held by MFP.
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CUSIP NO. 785135104
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Schedule 13D
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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MFP Investors LLC(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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||||
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TO ITEM 2(d) or 2(e)
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o
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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Delaware
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|
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NUMBER OF
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7
|
|
SOLE VOTING POWER
|
|
|
||
SHARES
|
|
|
|
0
|
|
|
||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||
OWNED BY
|
|
|
|
15,945,017(2)
|
|
|
||
EACH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||
REPORTING
|
|
|
|
0
|
|
|
||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|
|
15,945,017(2)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
|
15,945,017(2)
|
|
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||
|
|
CERTAIN SHARES
|
|
o
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
||||
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48.0%
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|
||||
14
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TYPE OF REPORTING PERSON
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||||
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OO
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
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(2) 15,945,017 shares of common stock, par value $0.001 per share (“Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”), are held directly by MFP. MFP also directly holds a Common Stock Purchase Warrant (the “Warrant”), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.32 per share, but only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant. Because MFP holds 48.0% of the outstanding Common Stock, the Warrant is not exercisable. Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein. The ownership percentage set forth above is based on 25,990,968 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-K and the Company’s issuance of 7,235,000 shares of Common Stock upon conversion of 7,235 shares of Series A Convertible Preferred Stock held by MFP.
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CUSIP NO. 785135104
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Schedule 13D
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Page 4 of 7
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1
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NAMES OF REPORTING PERSONS
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Michael F. Price(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
(a) ☐
|
||||
|
|
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(b) ☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
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||||
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AF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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|
||||
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TO ITEM 2(d) or 2(e)
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o
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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|
||
SHARES
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|
|
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0
|
|
|
||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||
OWNED BY
|
|
|
|
15,945,017(2)
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EACH REPORT-
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9
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SOLE DISPOSITIVE POWER
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ING
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0
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|
||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|
|
15,945,017(2)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
|
15,945,017(2)
|
|
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||
|
|
CERTAIN SHARES
|
|
o
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||
|
|
48.0%
|
|
|
||||
14
|
|
TYPE OF REPORTING PERSON
|
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|
||||
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IN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
|
||||
(2) 15,945,017 shares of common stock, par value $0.001 per share (“Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”), are held directly by MFP. MFP also directly holds a Common Stock Purchase Warrant (the “Warrant”), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.32 per share, but only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant. Because MFP holds 48.0% of the outstanding Common Stock, the Warrant is not exercisable. Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein. The ownership percentage set forth above is based on 25,990,968 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-K and the Company’s issuance of 7,235,000 shares of Common Stock upon conversion of 7,235 shares of Series A Convertible Preferred Stock held by MFP.
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CUSIP NO. 785135104
|
Schedule 13D
|
Page 5 of 7
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CUSIP NO. 785135104
|
Schedule 13D
|
Page 6 of 7
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MFP Partners, L.P.,
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by its General Partner,
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MFP Investors LLC
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By:
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/s/ Michael F. Price
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Name:
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Michael F. Price
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Title:
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Managing Partner
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MFP Investors LLC
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By:
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/s/ Michael F. Price
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Name:
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Michael F. Price
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Title:
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Managing Member
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/s/ Michael F. Price
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Michael F. Price
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CUSIP NO. 785135104
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Schedule 13D
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Page 7 of 7
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Exhibit 1 |
Joint Filing Agreement, dated as of June 1, 2015, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*
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Exhibit 2 |
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of December 30, 2014 (filed as Exhibit 4.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 3 |
Securities Purchase Agreement by and between S&W Seed Company and each of the investors named therein, dated as of December 30, 2014 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 4 |
Form of 8% Senior Secured Convertible Debenture (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 5 |
Form of Common Stock Purchase Warrant (filed as Exhibit 10.3 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 6 |
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of November 23, 2015 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on November 24, 2015 and incorporated herein by reference)*
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Exhibit 7 |
Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein, dated as of July 19, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on July 19, 2017, and incorporated herein by reference)*
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Exhibit 8 |
Stock Purchase Agreement by and between MFP Partners, L.P. and the Sellers named therein, dated as of August 15, 2017 (filed as Exhibit 8 of Amendment No. 4 to Schedule 13D filed by MFP Investors LLC on August 18, 2017 and incorporated herein by reference)*
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Exhibit 9 |
Investment Agreement by and between S&W Seed Company and MFP Partners, L.P. (including the form of Registration Rights Agreement), dated as of October 3, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on October 4, 2017 and incorporated herein by reference)*
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Exhibit 10 |
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P. (including the form of Registration Rights Agreement), dated as of September 5, 2018 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on September 6, 2018, and incorporated herein by reference)*
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Exhibit 11 |
Voting Agreement by and between S&W Seed Company, MFP Partners, L.P. and the other shareholders named therein, dated as of September 5, 2018 (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on September 6, 2018, and incorporated herein by reference)*
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