UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION

October 28, 2015

Dear S&W Seed Company Stockholder:
106 K Street, Suite 300
Sacramento, CA 95814

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                                 ,2018

                , 2018

To the stockholders of S&W Seed Company:

You are cordially invited to attend the AnnualSpecial Meeting of Stockholders of S&W Seed Company, which will be held at The Warwick San Francisco, 490 Geary Street, San Francisco, California, on Friday, December 11, 2015 at 10:00 a.m. Pacific Time.

The matters expected to be acted upon at the annual meeting are described in detail in the accompanying Notice of Annual Meeting and the Proxy Statement.

It is important that you use this opportunity to take part in the affairs of S&W Seed Company by voting on the business to come before this annual meeting Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, or by mailing the completed paper proxy card. Voting by either of these methods will ensure your representation at the annual meeting. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares in person.

On behalf of the Board of Directors, I would like to thank you for your continued support and confidence, and we look forward to seeing you at the annual meeting.

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the annual meeting, you may submit your proxy and voting instructions via the Internet, or, if you receive a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Please refer to the Question "How may you vote?" on page 1 of the Proxy Statement for a description of these voting methods. If your shares are held by a bank or brokerage firm (your record holder) and you have not given your record holder instructions to do so, your broker will NOT be able to vote your shares with respect to any matter other than ratification of the appointment of the auditors. We strongly encourage you to vote.

7108 North Fresno Street, Suite 380
Fresno, CA 93720

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 11, 2015

To the Stockholders of S&W Seed Company:

The 2015 annual meeting of stockholders (the "Annual"Special Meeting") of S&W Seed Company, a Nevada corporation (the "Company"). The Special Meeting will be held on                                 Friday, December 11, 2015, 2018, at 10:00 a.m.am local time, at t The Warwickthe offices of Cooley LLP, located at 4401 Eastgate Mall, San Francisco, 490 Geary Street, San Francisco, California,Diego, CA 92121 for the following purposes:

These items of business are more fully described in the accompanying proxy statement accompanying this Notice.(the "Proxy Statement"):

Pursuant to the Amended and Restated Bylaws of the Company, as amended, the Board of Directors of the Company has fixed the close of business described above may be consideredon                                 , 2018 as the record date (the "Record Date") for determining the stockholders entitled to notice and to vote at the timeSpecial Meeting and onany adjournment thereof.

In accordance with rules and regulations adopted by the date specified above or at any other timeU.S. Securities and dateExchange Commission (the "SEC"), we have elected to which the Annual Meeting may be property adjourned or postponed.

The record date for the Annual Meeting is October 15, 2015. Onlyprovide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in "street name"). Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice") will be mailed on or about                                 , 2018 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on                                 that date may vote at, 2018. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.

You are cordially invited to attend the meeting in person. Whether or any adjournment thereof. A list of stockholders entitlednot you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you, or vote will be available atover the Annual Meeting and during business hours for 10 days priortelephone or the internet as instructed in these materials, as promptly as possible in order to the Annual Meeting at our corporate offices, located at 7801 Fresno Street, Suite 380, Fresno, California 93720, for examination by any stockholder who is a stockholder as of the Record Date for any legally valid purpose related to the Annual Meeting.

The Company encourages you to take an active role in the affairs of your company by either attending the Annual Meeting in person and/or by executing and returning the enclosed proxy card.

To ensure your representation at the Annual Meeting, please fillmeeting. A return envelope (which is postage prepaid if mailed in sign, date and return the attached proxy using the enclosed addressed envelope. By returning the enclosedUnited States) has been provided for your convenience. Even if you have voted by proxy, you will not affect your right to revoke doing so in writing or to cast yourmay still vote in person shouldif you later decide to attend the Annual Meeting.

The Boardmeeting. Please note, however, that if your shares are held of Directors recommendsrecord by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that you vote FOR the proposals identified above.record holder.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on December 11, 2015:

Rules adopted by the Securities and Exchange Commission allow companies to send stockholders a Notice of Internet Availability of proxy materials, rather than mail them full sets of proxy materials. For the 2015 Annual Meeting, the Company has continued its practice of mailing full packages of materials to its stockholders. However the Company has made available on its website a set of the proxy materials, including this notice of meeting, the proxy statement and the form of proxy card. For your convenience, you can access those materials under "2015 Annual Meeting" on the Investors page of the Company's website at www.swseedco.com, but you will not be able to vote on that website.

By Order of the Board of Directors

President and Chief Executive Officer

Fresno, California
October 28, 2015

S&W SEED COMPANYSeed Company
106 K Street, Suite 300
Sacramento, CA 95814

PROXY STATEMENT
FOR
THE 2015 ANNUALSPECIAL MEETING
OF STOCKHOLDERS OF S&W SEED COMPANY

                , 2018

The enclosed proxy is solicited by the Board of Directors (the "board"("Board of Directors") of S&W Seed Company a Nevada corporation for use(the "Company" or "S&W"), in voting atconnection with the 2015 AnnualSpecial Meeting of Stockholders (the "Annual"Special Meeting") of the Company, to be held on                 December 11, 2015,, 2018, at 10:00 a.m.am local time, at4401 Eastgate Mall, San Diego, CA 92121.

At the Special Meeting, you will be asked to consider and at any adjournment thereof, forvote upon the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

TABLE OF CONTENTSfollowing matters:

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is this proxy statement? The Board of Directors has provided you with these proxy materials in connection with its solicitation of proxies by the Company to be voted at the Annual Meeting. Please note that throughout these proxy materials we may refer to S&W Seed Company as "S&W," "the Company," "we," "us" or "our." These proxy materials are first being mailed to stockholders entitled to vote at the Annual Meeting on or about November 2, 2015.

What is the purpose of the Annual Meeting? For stockholders to vote on the following proposals:

• to elect Glen D. Bornt, Michael (Mick) M. Fleming, Mark S. Grewal, Mark J. Harvey, Alexander C. Matina, Charles (Chip) B. Seidler, William S. Smith, Grover T. WickershamConvertible Preferred Stock in connection with a financing transaction; and Mark Wong as directors to serve until the next annual meeting or until their successors are elected and qualified;
• to approve an increase of 750,000 shares for additional grants and awards under our Amended and Restated 2009 Equity Incentive Plan (Amendment No. 3 to the Plan);
• to ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016;
• on an advisory basis, on named executive officer compensation ("say-on-pay"); and
• to transact such other business that may properly come before the Annual Meeting or t any adjournment or postponement thereof.

How does the Board of Directors recommend that you vote on these proposals?The Board recommends that you vote:

• FOR the election of Messrs. Bornt, Fleming, Grewal, Harvey, Matina, Seidler, Smith, Wickersham and Wong;
• FOR the amendment of the Amended and Restated 2009 Equity Incentive Plan to increase the number of shares authorized for future grants and awards by 750,000 shares;
• FOR the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016; and
• FOR the approval, on an advisory basis, of named executive officer compensation.

Who Can Vote?Only holders of record of our common stock on October 15, 2015, which we refer to as the Record Date, will be entitled to attend and vote at the Annual Meeting or any adjournment thereof. As of the Record Date, there were 13,482,930 shares of common stock issued, outstanding and entitled to vote. No other class of voting securities is outstanding on the date of mailing of this proxy statement. Each share of common stock has one vote per share.

How May You Vote? We have two kinds of stockholders - stockholders of record and beneficial stockholders. The ways in which you can vote will differ depending on whether you are a record holder or a beneficial holder.

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For Stockholders of Record
	If, on October 15, 2015, your shares were registered directly in your name with our transfer agent, Transfer Online, Inc., you are a stockholder of record, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the accompanying proxy card in the addressed, postage paid envelope provided, voting online on Transfer Online, Inc.'s website as indicated on the proxy card or voting in person at the Annual Meeting. If you hold your shares directly in your own name, they will not be counted as shares present for the purposes of determining the presence of a quorum or be voted if you do not provide a proxy or attend the Annual Meeting and vote the shares yourself.Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy card or vote online prior to the Annual Meeting to ensure that your vote is counted. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign but do not provide instructions, your shares will be voted as described below.
(2)	You may attend the Annual Meeting and vote your shares in person at the Annual Meeting prior to the closing of the vote on any particular matter. You may also grant your proxy to vote through the Internet (see the instructions on the proxy card), or by returning a signed, dated and marked proxy card in the enclosed self-addressed, stamped envelope. Proxies that are sent to us and not voted in person at the Annual Meeting must be received by us at least one day prior to the Annual Meeting date, being December 10, 2015 no later than 4:00 p.m. PST, in order to ensure that the votes will be counted.
For Beneficial Owners

If, on October 15, 2015, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held "in street name," and these proxy materials are being forwarded to you by your broker, bank or other nominee holder (referred to herein as "broker"). It is the broker who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares, and you may attend the Annual Meeting. If your shares are held in street name, you will receive instructions from your broker that must be followed in order for the broker to vote the shares per your instructions.If you desire to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from your broker, trustee or other nominee that holds your shares giving you the right to vote the shares in person at the Annual Meeting.

Under stock market rules currently in effect, brokerage firms and nominees have the authority to vote their customers' unvoted shares on certain "routine" matters if the customers have not furnished voting instructions within a specified period prior to the Annual Meeting.If your shares are held in street name, you must instruct your broker how to vote your shares or, on the substantive matters to come before the Annual Meeting, your shares will not be voted. Broker non-votes occur when shares held by a broker are not voted with respect to a proposal because (i) the broker has not received voting instructions from the beneficial owner of the shares and (ii) the broker lacks the authority to vote the shares at the broker's discretion. Broker non-votes will be counted as shares present and entitled to vote for the purposes of determining the presence of a quorum on each of the proposals to be voted on at the Annual Meeting. Proxies that are sent to us and not voted in person at the Annual Meeting must be received by us at least one day prior to the Annual Meeting date, being December 10, 2015, no later than 4:00 p.m. PST, in order to ensure that the votes will be counted. If you have voted prior to the Annual Meeting but choose to attend the Annual Meeting and change your vote, you must follow the instructions in the next question.

How may your brokerage firm or other intermediary vote your shares if you fail to provide timely directions?Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole "routine" matter: the proposal to ratify the appointment of Crowe Horwath LLP (Proposal No. 3). Your broker will not have discretion to vote on the following

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"non-routine" matters absent direction from you: the election of directors (Proposal No. 1), the proposal to increase the size of the Amended and Restated 2009 Equity Incentive Plan (Proposal No. 2) and the advisory vote on our executive compensation (Proposal No. 4).

May you change or revoke your vote?Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting.

May you attend the Annual Meeting and vote in person?Whether or not you have previously submitted your voting instructions by returning a dated and signed proxy card, voting online at the Transfer Online website or voting by telephone or over the Internet in accordance with your broker's procedures, you are cordially invited to attend the Annual Meeting.Attendance at the Annual Meeting does not revoke your previously submitted voting instructions. If you have previously voted but want to change your vote at the Annual Meeting, you must follow the instructions provided in the prior question.

How will your shares be voted if you submit a proxy and do not make specific choices? If you sign and return your proxy card but do not give any voting instructions, your shares will be voted in favor of the election of each of the director nominees listed in Proposal No. 1, in favor of the amendment of our Amended and Restated 2009 Equity Incentive Plan (the "2009 Plan"), which is Proposal No. 2, and in favor of the ratification of the appointment of our independent registered public accounting firm, which is Proposal No. 3, to approve, on an advisory basis, the compensation of our named executive officers, which is Proposal No. 4, and with respect to any other matters properly brought before the Annual Meeting, as directed by the proxy holders in his or their discretion.

What proposals will be voted on at the Annual Meeting?At the Annual Meeting, stockholders will be asked to vote on:

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●	A proposal to approve of the amendment of the 2009 Equity Incentive Plan in order to increase the total number of shares under the Amended and Restated 2009 Plan from 1,700,000 shares to 2,450,000 shares (an increase of 750,000 shares);
●	A request to ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016;
●	A proposal to approve, on an advisory basis, the compensation of our named executive officers; and
●	AnyTo transact other business that may properly come before the Annual Meeting.Special Meeting and any postponement(s) or adjournment(s) thereof.

What is the voting requirement to approve each of the proposals, and how does theThe Board of Directors recommend that you vote?

What happens if additional matters are presented at the AnnualSpecial Meeting and any adjournment thereof.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in "street name"). Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice") will be mailed on or about                                 , 2018 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on                                                , 2018. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON                                 , 2018: THE NOTICE, PROXY STATEMENT, PROXY CARD AND THE ANNUAL REPORT ARE AVAILABLE ATWWW.SWSEEDCO.COM, INVESTOR RELATIONS SECTION. 

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a full set of Proxy Materials?

We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our beneficial owners and stockholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder's election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates its election.

We intend to mail the Notice on or about                 , 2018 to all stockholders of record entitled to vote at the Special Meeting.

How do I attend the Special Meeting?

The meeting will be held on                                 , 2018 at 10:00 am local time at the offices of Cooley LLP, located at 4401 Eastgate Mall, San Diego, CA 92121. Directions to the Special Meeting may be found at www.swseedco.com.Information on how to vote in person at the Special Meeting is discussed below. 

Who can vote at the Special Meeting?

Only stockholders of record at the close of business on                                                , 2018 will be entitled to vote at the Special Meeting. On this record date, there were                                 shares of Common Stock outstanding and entitled to vote.

Stockholders of Record: Shares Registered in Your Name

If on                                 , 2018 your shares were registered directly in your name with the Company's transfer agent, Transfer Online, Inc., then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on                                 , 2018 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There is one matter scheduled for a vote:

• To approve the issuance of Common Stock upon the conversion of a newly designated Series A Convertible Preferred Stock in connection with a financing transaction.

What if another matter is properly brought before the Special Meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly presented for consideration atbrought before the Annual Meeting, including, among other things, considerationmeeting, it is the intention of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, forpersons named in the purpose of soliciting additional proxies), the proxyholders will have discretionaccompanying proxy to vote on those matters in accordance with their best judgment. We

Who may attend the Special Meeting?

Record holders and beneficial owners may attend the Special Meeting.  If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date.

How do I vote?

You may vote "For" or "Against" the proposal, or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Special Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

• To vote in person, come to the Special Meeting and we will give you a ballot when you arrive.

• To vote over the telephone, call the toll free number found in the Notice and following the recorded instructions and the instructions found in the Notice.

• To vote through the internet, visit www.proxyvote.com and following the instructions provided in the Notice.

• To vote using the proxy card, simply complete, sign and date the proxy card that may be deliveredand return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote in person at the Special Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of                                 , 2018.

What happens if I do not currently anticipate that anyvote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internetor in person at the Special Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other mattersagent how to vote your shares, the broker or nominee may not vote your shares for the proposal without your instructions, because the proposal is deemed to be a "non-routine" matter under applicable rules.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be raised atvoted "For" the Annual Meeting.

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What constitutes a quorum?A quorum isproposal to approve the presence atissuance of Common Stock in connection with the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock (as calculated on October 15, 2015). That means that proxies for at least 6,741,466 shares of common stock must be present at the Annual Meeting in order to have a quorum and conduct the Annual Meeting.

Who will count the votes? A representative from Transfer Online, Inc. will act as inspector of elections and will tabulate the votes. The inspector will separately tabulate "FOR" and "AGAINST" votes, abstentions and broker non-votes for each proposal andfinancing transaction. If any other matter than mayis properly come beforepresented at the Annual Meeting.

How are abstentions and broker non votes counted? Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. Under Nevada law, abstentions from voting and broker non-votes are not counted as votes cast and accordingly will have no effect upon the results.

Ismeeting, your vote confidential? Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

How can you learn the resultsproxyholder (one of the vote?We intend to announce preliminary voting results at the Annual Meeting andindividuals named on your proxy card) will publish final results on a Current Report on Form 8-K within four business days following the Annual Meeting.

Are any of the Company's officers and directors interested in matters to be acted upon? Our officers and directors are eligible to participate in our 2009 Plan, along with other employees and consultants. Other than their eligibility to potentially receive future grantsvote your shares using his or awards under the amended 2009 Plan and the nominees' interest in the election of directors, our officers and directors do not have any interest in the matters to be acted upon at the Annual Meeting.her best judgment.

Who is soliciting votes and who will bear the costpaying for this proxy solicitation?

We are solicitingwill pay for the votes and will bear all expensesentire cost of soliciting proxies. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable out-of-pocket expenses in forwarding solicitation materialIn addition to such beneficial owners. Some ofthese proxy materials, our directors officers and employees may also solicit proxies in person, by telephone, or by other means of communication. Such directors, officersDirectors and employees will not be additionally compensated, butpaid any additional compensation for soliciting proxies.We may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Although we currently do not expect to do so, we may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nomineesalso reimburse brokerage firms, banks and other institutionalagents for the cost of forwarding proxy materials to beneficial owners. Our costs for such services, if retained, will not be material.

What is "householding"? We may deliver a single proxy statement to an address shared by two ordoes it mean if I receive more of our stockholders. This method of delivery, known as "householding," permits us to realize significant cost savings, reduces the amount of duplicate information stockholders receive and reduces the environmental impact of printing and mailing documents to you. Under this process, certain stockholders of record will receive onlythan one copy of our proxy materials and any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Any stockholders who wish to opt out of, or wish to begin, householding may contact us through one of the methods provided below.Notice?

What should you do ifIf you receive more than one copy of proxy materials?If you received more than one copy of proxy materials,Notice, your shares aremay be registered in more than one name or brokerage account.in different accounts. Please follow the voting instructions on each voting instruction card that you receivethe Notices to ensure that all of your shares are voted.

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Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

• You may submit another properly completed proxy card with a later date.

• You may send a timely written notice that you are revoking your proxy to the Secretary, c/o S&W Seed Company, 106 K Street, Suite 300, Sacramento, CA 95814.

• You may attend the Special Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to approve the issuance of Common Stock in connection with the financing transaction, votes "For," "Against," abstentions and broker non-votes.

What are "broker non-votes"?

As discussed above, when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be "non-routine," the broker or nominee cannot vote the shares. These unvoted shares are counted as "broker non-votes."

How many votes are needed for the proposal to pass?

To pass, the proposal to approve the issuance of Common Stock in connection with the financing transaction must receive a "For" vote from a majority of the shares present and entitled to vote either in person or by proxy. If you "Abstain" from voting on the proposal, it will have the same effect as an "Against" vote. Broker non-votes will have no effect on the proposal. For clarity, pursuant to The Nasdaq Capital Market LLC ("Nasdaq") listing rules, shares issued to MFP Partners, L.P. in the Initial Closing (as defined below) are not entitled to vote on the proposal. However, should any other business come properly before the Special Meeting, the shares issued to MFP Partners, L.P. in the Initial Closing will be entitled to vote on any such business.

What constitutes a quorum?

To carry on business at the Special Meeting, we must have a quorum.  A quorum is present when a majority of the shares entitled to vote, as of the Record Date, are represented in person or by proxy. Thus, holders representing at least                                 votes must be represented in person or by proxy to have a quorum.  Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Special Meeting.  Abstentions and broker non-votes will be counted towards the quorum requirement.  Shares owned by us are not considered outstanding or considered to be present at the Special Meeting.  If there is not a quorum at the Special Meeting, our stockholders may you access ouradjourn the meeting.

I share an address with another stockholder, and we received only one paper copy of the proxy materialsmaterials. How can I obtain an additional copy of the proxy materials?

S&W has adopted an SEC-approved procedure called "householding." Under this procedure, S&W may deliver a single copy of the Notice and, Annual Report on Form 10-K overif applicable, this Proxy Statement to multiple stockholders who share the Internet?You may accesssame address unless S&W has received contrary instructions from one or more of the stockholders. This procedure reduces the environmental impact of S&W's annual meetings and reduces S&W's printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, S&W will deliver promptly a separate copy of the Notice and, if applicable, this proxy statementProxy Statement and the Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (the "2015 Annual Report") under "2015 Annual Report and Proxy" on the Investors pageto any stockholder at a shared address to which S&W delivered a single copy of our website at www.swseedco.com. The 2015 Annual Report is not incorporated into this proxy statement and is not considered proxy soliciting material.

How may you obtain copiesany of the exhibits to the 2015 Annual Report? Athese documents. To receive, free of charge, a separate copy of the 2015Notice and, if applicable, this Proxy Statement or the Annual Report, is enclosed with this proxy statement, but we have not includedor separate copies of any future notice, Proxy Statement or annual report, stockholders may write or call Lytham Partners LLC, S&W's Investor Relations firm, at the exhibits to the 2015 Annual Report. The 2015 Annual Report includes a listfollowing:

If you are receiving more than one copy of the exhibits that were filed with it,proxy materials at a single address and we will furnish without charge a copy of any such exhibitwould like to any personparticipate in householding, please contact Lytham Partners using the contact information above. Stockholders who requests one. For furtherhold shares in "street name" may contact their brokerage firm, bank, broker-dealer or other similar organization to request information contact Matthew K. Szot, Chief Financial Officer, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, telephone (559) 884-2535, e-mail mszot@swseedco.com. Our 2015 Annual Report and our other filings with the Securities and Exchange Commission (the "SEC"), including the exhibits,about householding.

Where are also available at no cost at the SEC's website,www.sec.gov and on our website atwww.swseedco.com/investors.

May the meeting be adjourned or postponed? Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Under Nevada law, we are not required to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board fixes a new record date for the adjourned meeting or the meeting date is adjourned to a date more than 60 days later than the date set for the original meeting, in which case a new record date must be fixed and notice given.

What is the mailing address for S&W Seed Company's principal executive offices? Our&W's principal executive offices located and our mailing addresswhat is 7108 North FresnoS&W's main telephone number?

S&W's principal executive offices are located at 106 K Street, Suite 380, Fresno, CA 93720. Any written requests for additional information, copies300, Sacramento, California 95814. S&W's main telephone number is (559) 884- 2535.

How can I find out the results of these proxy materials orthe voting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file within four business days of the meeting.

PROPOSAL 1:
ISSUANCE OF COMMON STOCK UPON CONVERSION OF
NEWLY DESIGNATED SERIES A CONVERTIBLE PREFERRED STOCK
IN CONNECTION WITH A FINANCING TRANSACTION

Background

A summary of the transactions and the related agreements in connection with this proposal are summarized below. Copies of the related agreements have been filed as (i) Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on September 6, 2018 (the "September 8-K"), (ii) Exhibit 10.2 to the September 8-K, (iii) Exhibit 10.3 to the September 8-K, (iv) Exhibit 2.8 to our Annual Report on Form 10-K, filed with the SEC on September 20, 2018 (the "Form 10-K") and (v) Exhibit 2.9 to the Form 10-K. You are encouraged to review the full text of the foregoing agreements.

The Chromatin Acquisition

On September 5, 2018, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Novo Advisors (f/k/a Turnaround Advisory Group Inc.), solely in its capacity as the receiver for, and on behalf of, Chromatin, Inc., a Delaware corporation (together with certain of its subsidiaries and affiliates in receivership, "Chromatin") (the "Receiver"), in a receivership action pending in the United States District Court for the fiscal year ended June 30, 2015, noticesNorthern District of stockholder proposals, recommendations for candidatesIllinois (the "Court"). Pursuant to the BoardAsset Purchase Agreement, we agreed to purchase substantially all of Directors, communicationsChromatin's assets (the "Purchased Assets") and to assume certain contracts (the "Assigned Contracts") and limited specified liabilities of Chromatin (the "Chromatin Acquisition").

Pursuant to sale procedures approved by the Court, other parties had an opportunity to submit a competing bid by September 7, 2018 and, if a qualified competing bid was submitted, an auction would be held on September 13, 2018. At an auction held on September 13, 2018, we were designated the highest bidder, with a winning bid of $26.5 million. In connection with our winning bid, on September 14, 2018, we entered into an updated Asset Purchase Agreement (the "Second Asset Purchase Agreement") with the Receiver to reflect the updated terms and conditions under which we agreed to complete the Chromatin Acquisition, including the purchase price of $26.5 million. On September 23, 2018, the Court entered a sale order (the "Sale Order") approving the Chromatin Acquisition.

Pursuant to the Boardterms of Directorsthe Second Asset Purchase Agreement, the Chromatin Acquisition remains contingent upon, among other things, (a) the Sale Order becoming a final order, (b) the written consent of CIBC Bank USA (f/k/a The PrivateBank and Trust Company), and all other holders of any lien or other security interest in any of the Purchased Assets, to the sale and transfer of the Purchased Assets to us, and (c) the Receiver obtaining executed written consents to the assignment to us of the Assigned Contracts from the counterparties thereto, including a waiver and release of any termination or other communications shouldcontract rights based upon or related to Chromatin having been placed in receivership or the financial condition or insolvency of Chromatin.

The Private Placement

On September 5, 2018, we also entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with MFP Partners, L.P. ("MFP"), pursuant to which we agreed to sell and issue to MFP 1,607,717 shares of our Common Stock (the "Common Shares") at a purchase price of $3.11 per share at an initial closing (the "Initial Closing") and, subject to the satisfaction of certain conditions, 7,235 shares of a newly designated Series A Convertible Preferred Stock ("Preferred Shares") at a purchase price of $3,110 per share at a second closing (the "Second Closing" and together with the Initial Closing, the "Financing"). The consummation of the Second Closing is contingent upon, among other things, the Court's entry of the Sale Order and the other conditions to the closing of the Chromatin Acquisition having been satisfied or reasonably expected to be sentsatisfied. The Securities Purchase Agreement may be terminated prior to this address.the completion of the Second Closing if the Chromatin Acquisition has not been completed by October 31, 2018.

May I propose actionsThe Initial Closing was completed on September 5, 2018, and the completion of the Second Closing is expected to occur on or before October 31, 2018.

Pursuant to the Securities Purchase Agreement, we agreed to use our reasonable best efforts, promptly following the Court's entry of the Sale Order, to solicit the approval of our stockholders for considerationthe issuance of all shares of Common Stock otherwise issuable upon the conversion of the Preferred Shares (the "Requisite Approval") at next year'sa special meeting of stockholders, and at each annual meeting of stockholders thereafter, if necessary, until the Requisite Approval is obtained.

The Preferred Shares will carry no voting rights and will be automatically converted into shares of Common Stock at the rate of 1,000 shares of Common Stock per Preferred Share upon our receipt of the Requisite Approval.

We are seeking stockholder approval to issue the shares of Common Stock issuable upon the conversion of the Preferred Shares (the "Conversion Shares Issuance"). If the stockholder approval of the Conversion Shares Issuance is obtained at the Special Meeting, the Preferred Shares will immediately be converted into shares of Common Stock at the rate of 1,000 shares of Common Stock per Preferred Share. A holder of the Preferred Shares is entitled to receive any dividend declared and paid to holders of our Common Stock as if the Preferred Shares had been converted into Common Stock. In addition, a holder of the Preferred Shares is entitled to a liquidation preference equal to the greater of the issuance price of the Preferred Shares and the payment such holder would have received had the Preferred Shares been converted into shares of Common Stock immediately prior to such liquidation event.

THIS PROXY STATEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY OF OUR SECURITIES. THE SECURITIES REFERRED TO IN THIS PROXY STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD ABSENT SUCH REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.

None of the securities issuable pursuant to Securities Purchase Agreement have been registered under the Securities Act or nominate individuals to serve as directors?You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply withany state securities laws. The Company has relied on the exemption from the registration requirements of the proxy rules establishedSecurities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. In connection with MFP's execution of the Securities Purchase Agreement, MFP represented to the Company that it is an "accredited investor" as defined in Regulation D of the Securities Act and that the securities to be acquired by it will be acquired solely for its own account and for investment purposes and not with a view to the future sale or distribution.

Voting Rights Agreement

Concurrently with the execution and delivery of the Securities Purchase Agreement, we, MFP and certain shareholders of the Company (the "Shareholders") representing a majority of our outstanding Common Stock entered into a Voting Agreement (the "Voting Agreement"), pursuant to which each Shareholder agreed to vote all of its shares of Common Stock (other than, with respect to MFP, the Common Shares issued at the Initial Closing) in favor of the Requisite Approval. The Voting Agreement limits the ability of each Shareholder to sell or otherwise transfer the shares of Common Stock it beneficially owns prior to the termination of the Voting Agreement. The Voting Agreement terminates upon the earliest of earlier to occur of (i) the receipt of the Requisite Approval, (ii) the termination of the Securities Purchase Agreement in accordance with its terms, and (iii) August 31, 2019.

Registration Rights

Concurrently with the execution and delivery of the Securities Purchase Agreement, we entered into a Registration Rights Agreement (the "Registration Rights Agreement") with MFP. Pursuant to the Registration Rights Agreement, we agreed to (i) file a registration statement with the SEC within 75 days of the date on which the Preferred Shares are first issued to MFP, covering the resale by MFP of the Common Shares and our bylaws,the shares of Common Stock issuable upon conversion of the Preferred Shares, (ii) cause such registration statement to become effective as applicable. In order for a stockholder proposalsoon as practicable following the filing thereof and (iii) take all other actions as may be necessary to be included in our proxykeep such registration statement and form of proxy for our 2016 Annual Meeting of Stockholders under rulescontinuously effective during the timeframes set forth in the Securities Exchange ActRegistration Rights Agreement.

Interests of 1934, as amended (the "Exchange Act"),Certain Persons in the proposal must be received by us no later than July 5, 2016. All proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to our Secretary by mail at 7108 North Fresno Street, Suite 380, Fresno, CA 93720. If you intend to submit a proposal that is not intended to be included in our proxy statement, or a nomination for director for our 2016 Annual Meeting of Stockholders, you must give us notice in accordance with the requirements set forth in our bylaws not more than 120 days or less than 90 days prior to the one year anniversary of the date of this year's Annual Meeting, meaning between August 13, 2016 and September 12, 2016. If the date of the 2016 Annual Meeting is more than 30 days before or more than 60 days after the anniversary dateTransactions

One of our 2015 Annual Meeting, notice by the stockholder must be received no earlier than 120 days prior to the 2016 Annual Meeting and no later than the later of (i) the 90th day prior to the date of the 2016 Annual Meeting or (ii) the 10th day following the date on which public announcement of the date of the 2016 Annual Meeting is first made by us. Our bylaws require that certain information and acknowledgments with respect to the proposal or the nominee and the stockholder making the proposal or nomination be set forth in the notice. Our bylaws have been publicly filed with the SEC and can also be provided upon request, addressed to our Secretary, as noted above.

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BOARD OF DIRECTORS MEETINGS AND COMMITTEES

General

Our Board of Directors is elected by our stockholders to oversee our business and affairs. In addition, the Board of Directors counsels, advises and oversees management in the long-term interests of our company and our stockholders regarding a broad range of subjects including:

Members of the Board of Directors monitor and evaluate our business performance through regular communication with our chief executive officer and other members of management, and by attending board meetings and board committee meetings. The Board is currently composed of ten members: Glen D. Bornt, Michael (Mick) M. Fleming, Mark S. Grewal, Mark J. Harvey,directors, Alexander C. Matina, Michael N. Nordstrom, Charles (Chip) B. Seidler, William S. Smith, Grover T. Wickersham and Mark Wong.

Our Articles of Incorporation provide that the number of members of the Board of Directors may be set by the Board within the range of three to ten. The Board fixed its number at nine members, effective as of the date of the Annual Meeting. That number may be changed by further resolution of the Board or by an amendment to the Bylaws approved by the stockholders or the Board.

In preparation for our Annual Meeting, our Nominating and Governance Committee proposed, and our Board of Directors as a whole agreed, that it would be advisable to begin reducing the size of our Board of Directors in order to allow the board to carry out its responsibilities more efficiently and to reduce costs. As a result, the slate of nominees for this Annual Meeting has been reduced to nine. Mr. Nordstrom has agreed to not stand for re-election at the Annual Meeting in order to begin the phase-in of the board reduction process. Mr. Nordstrom, who has previously served on our board, is Chairman of the Board of our Australian subsidiaries, Seed Genetics International Pty Ltd and S&W Seed Australia Pty Ltd. He will continue to serve in those capacities and will be granted observer status at our board meetings. The Nominating and Governance Committee, and the Board as a whole, will continue to evaluate the size and composition of the Board. A further reduction in the size of the Board to at least eight is expected to occur in connection with the 2016 annual meeting.

Our directors are elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation. Mr. Nordstrom's term as a director will expire immediately following this year's Annual Meeting.

Our directors are elected in uncontested elections by a majority vote. In contested director elections, elections whereby the number of nominees exceeds the number of directors to be elected, the directors will be elected by a plurality of the votes cast and the nominees receiving the greatest numbers of votes will be elected to serve as directors. The election of directors at this year's Annual Meeting is an uncontested election and thus the majority voting standard applies.

To be elected in an uncontested election, a director must receive the affirmative vote of a majority of the votes cast with respect to the director's election. This means that a director will be elected if the number of votes cast for that

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director's election exceeds the number of votes cast against that nominee's election. Broker non-votes and abstentions will not be counted as votes cast, and, accordingly, will have no effect on the election of directors. If an incumbent director is not elected and no successor has been elected at the meeting, he or she shall promptly tender his or her conditional resignation following certification of the vote. The Nominating and Governance Committee shall consider the resignation offer and recommend to the Board whether to accept such offer. The Board will endeavor to act on the recommendation within 90 days following the recommendation. Thereafter, the Board will promptly disclose its decision whether to accept the director's resignation offer (and its rationale for rejecting the offer, if applicable) in a press release and filing an appropriate disclosure with the SEC. If the Board accepts the resignation, then the Board, in its sole discretion, may, pursuant to the Company's bylaws, fill any resulting vacancy or may decrease the size of the Board.

Nevada corporate law does not require cumulative voting in the election of directors, and neither our Articles of Incorporation nor Bylaws provide for cumulative voting.

Our Board has determined that Messrs. Fleming, Matina, Seidler, Smith, Wickersham and Wong, representing six of the nine directors standing for reelection, are "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Capital Market ("Nasdaq"). There are no family relationships between any director and executive officer.

The Board proposes that the nine director-nominees named in the following summary be elected as our directors, each to hold office until the 2016 Annual Meeting of Stockholders and until their successors are elected and qualified or their earlier resignation or removal.

Information Regarding the Nominees

A brief summary of each nominee's principal occupation and other information follows. None of the directors, director nominees, or executive officers were selected pursuant to any arrangement or understanding. There are no family relationships among our directors, director nominees or executive officers.

Glen D. Bornt (Age 57)
President, Imperial Valley Milling Co.

Mr. Bornt was elected to our Board in December 2012. Since 1987, he has been the President of Imperial Valley Milling Co., where he serves as chief executive officer and on-site manager. Concurrently, since September 2007, he also has served as Vice President of Imperial Valley Seeds, Inc. Mr. Bornt earned a BS degree in Agriculture Management from California Polytechnic State University, San Luis Obispo. The Nominating and Governance Committee and the BoardInvestments of Directors believes that Mr. Bornt should be re-elected to the Board by the stockholders because his 25 years of experience in the agriculture seed industry specializing in alfalfa seed will bring invaluable expertise to our boardroom as we continue to expand our seed business geographically and with new varieties.

Michael M. Fleming (Age 66)
Member, Ryan, Swanson & Cleveland, PLLC

Mr. Fleming was elected to our Board in October 2009. In January 2014, after spending fourteen years as an attorney for Lane Powell PC, Mr. Fleming joined Ryan, Swanson & Cleveland, PLLC in Seattle, Washington, and is specializing in real estate, dispute resolution, securities and environmental matters. He has also been the president and owner of Kidcentre, Inc., a company in the business of providing child care services in Seattle, since July 1988. Since April 1985, he has also been the president and owner of Fleming Investment Co., an investment company. Since 1997, he has served as a director, serving as chairman of the board since October 2012 of Jones Soda Co., a developer, marketer, producer and distributor of premium beverages, located in Seattle. For the last five years, he has served on the Audit Committee of Jones Soda. Mr. Fleming holds a Bachelor of Arts degree from University of Washington and a law degree from the University of

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California, Hastings College of the Law. Mr. Fleming has served on the Board of Directors of Big Brothers and Big Sisters of Puget Sound since 2002 and was Chairman of the Board of Directors for 2008/2009. He was elected in 2013 to serve as Trustee of the Board of University of California, Hastings College of the Law. The Nominating and Governance Committee and the Board of Directors believe that Mr. Fleming should be re-elected to the Board because of his experience as president and owner of other businesses, his service on other boards and his legal background, all of which contribute legal and business expertise.

Mark S. Grewal (Age 59)
President and Chief Executive Officer, S&W Seed Company

Mr. Grewal was appointed our President, Chief Executive Officer and a director in October 2009. Beginning in February 2009 until October 2009, he provided advisory services to S&W Seed Company, our predecessor general partnership (the "Partnership"). He became our full-time employee in October 2010. Since October 2009, he also has held the title of President and manager of our subsidiary, Seed Holding, LLC. Mr. Grewal served as the Chief Executive Officer, President and Farm Manager of Chowchilla, California-based Triangle T Partners, LLC ("TTP") from February 2009 through October 2010 and held the same positions with Triangle T Ranch, Inc. ("TTR"), the parent of TTP during the same period. At TTP and TTR, Mr. Grewal was responsible for all operations involved in farming a 13,000 acre diversified farming operation. From January 2006 until he joined TTR, Mr. Grewal was the principal of Grewal Consulting, in Lemoore, California, where he addressed water, land, drainage and fertilizing, herbicide and insecticide management issues. From February 2005 to December 2006, Mr. Grewal served as the Chief Operations Officer of SK Foods, in Lemoore, California, a leading grower and processor of vegetable products for remanufacturers, retail and foodservice markets ("SK Foods"). His responsibilities included being in charge of procuring raw products to ensure proper plant production, with the goal of maximizing cost benefits. Prior thereto, Mr. Grewal served in various executive management and operational roles for over 26 years with JG Boswell, Co., in Corcoran, California, a very large grower of agricultural crops. From 1999 to February 2005, Mr. Grewal served as the Vice President of Ranching and a member of the Board of Director of JG Boswell, Co. At both SK Foods and JG Boswell, he managed over 300 employees. Mr. Grewal is Chairman of the Plant Science Advisory Council of California State University and a member of the Leadership Committee of California State University, Fresno. Mr. Grewal earned a B.S. in Agronomy from California State University, Fresno, and an M.A. in Leadership from Saint Mary's College, Moraga, California. He is also a graduate of the California Agricultural Leadership Program (Class 28). The Nominating and Governance Committee and the Board of Directors believe that Mr. Grewal should be re-elected to the Board because his many years of experience working in various positions at major agricultural firms in the Central Valley, which, combined with his status as our Chief Executive Officer, contribute to both his invaluable insights and strategic thinking relevant to our business, as well provide numerous contacts in the farming community, all of which are of great benefit to our board and our company.

Mark J. Harvey (Age 60)
Chairman of the Board, S&W Seed Company

In December 2014, Mr. Harvey was appointed Chairman of Board of Directors of our company, after having served as Vice Chairman since April 2013. Mr. Harvey has more than 35 years of experience in production processing and marketing of seed to many parts of the world, particularly branded alfalfa and clover. Mr. Harvey managed a 10,000- acre family farm producing seed, wheat and pulse crops, along with wool and beef, from 1976 until 1996 when the company he founded, Paramount Seeds, was sold to Elders Ltd. While with Elders, he was manager of their national and international seed business from 1996 until 2001. In 2002, he was a founding partner of Seed Genetics International where he focused primarily on marketing and distribution. Mr. Harvey was educated at Cunderdin Agricultural College in West Australia. The Nominating and Governance Committee and the Board of Directors believe that Mr. Harvey should be re-elected to the Board because of his extensive experience in the seed industry, which contributes valuable business expertise.

Alexander C. Matina (Age 39)
Vice President, Investments, MFP Investors, LLC

Mr. Matina has served on the Board of Directors since May 2015, having been appointed by the Board to fill a vacancy. Since November 2007, he has held the office of Vice President, Investments for MFP Investors, LLC, the family office of Michael F. Price, which has a value-investing focus across public and private markets. From October 2005 to August 2007, Mr. Matina served in various roles at Balance Asset Management, a multi-strategy

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hedge fund, and from June 2004 to September 2005, as a senior associate at Altus Capital Partners, a middle market private equity fund. Prior thereto, he was a principal at 747 Capital, a private equity fund-of-funds, and a financial analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division. Since April 2013, he also has served as Chairman of the Board of Trinity Place Holdings, Inc., a publicly traded real estate company, and since August 2007, Mr. Matina has served as an adjunct professor of financial modeling at Fordham University. Mr. Matina brings a strong finance background to our company's Board, including experience with private equity, as well as his experience in other public companies For these reasons, the Nominating and Governance Committee and the Board of Directors believe that Mr. Matina should be re-elected to the Board.

Charles B. Seidler (Age 38)
Executive Director, Nomura Securities

Mr. Seidler was elected to our Board in June 2010. Mr. Seidler joined Nomura Securities as an executive director and senior member of a proprietary trading group in New York, New York in June 2010. Prior thereto, from January 2007 through June 2010, Mr. Seidler held various senior positions at Deutsche Bank AG in Tokyo, Japan, including Head of JPY/UST International Sales (from March 2009 until his departure in June 2010), JPY Flow Trader (from September 2008 to March 2009) and Rates Proprietary Trader from January 2007 to September 2008. Between March 2003 and January 2007, Mr. Seidler was Co-Portfolio Manager of Caxton Associates, L.L.C., the macro hedge fund, New York, New York, where he focused on macro and relative value trading with a particular focus on the Japanese markets. He currently and during the last five years has served on numerous corporate boards of directors, however, none of them are companies with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. Mr. Seidler has a Masters of Arts Degree from Colgate University. Because of Mr. Seidler's extensive experience in the corporate boardroom and his financial expertise, he brings to our Board a level of professionalism and perspective that we believe is invaluable. Accordingly, the Nominating and Governance Committee and the Board of Directors believe that Mr. Seidler should be re-elected to the Board.

William S. Smith (Age 65)
President and Founder, Wm Smith & Co.

Mr. Smith was elected to our Board in July 2014. Mr. Smith has served as President of Wm Smith & Co., a FINRA registered broker-dealer and institutional research firm founded by him, since 1992. Prior to joining the securities industry, Mr. Smith held positions of increasing responsibility within the energy exploration sector, including his service as the president and a board member of Sheffield Exploration Company, Inc. from 1983 to 1986. Mr. Smith holds a B.A. from the University of Northern Iowa. In 1999, Mr. Smith was appointed by Governor Bill Owens to the Colorado Commission on Science and Technology. From 1995 to 2012, Mr. Smith served as a board member of the University of Northern Iowa Foundation. Because of Mr. Smith's extensive business background, he brings to our Board a level of professionalism and perspective that we believe is invaluable. Accordingly, the Nominating and Governance Committee and the Board of Directors believe that Mr. Smith should be re-elected to the Board.

Grover T. Wickersham (Age 66)
Vice Chairman of the Board, S&W Seed Company

Mr. Wickersham is a founder of the Company and served as Chairman of the Board from incorporation in October 2009 until December 2014, when he stepped down to become Vice Chairman. Mr. Wickersham is a director and portfolio advisor of Glenbrook Capital Management, the general partner of a limited partnership that invests primarily in the securities of public companies. Between October 2007 and December 2012, Mr. Wickersham served in various capacities on behalf of Triangle T Partners, LLC and its predecessor, Triangle T Ranch, Inc., a 12,500 acre farm in California's Central Valley. For more than five years, Mr. Wickersham has served as the Chairman of the Board of Trustees of Purisima Fund, a mutual fund advised by Fisher Investments of Woodside, California, which fund has assets under management of approximately $375 million. Between 1976 and 1981, Mr. Wickersham served as a Staff Attorney, and then as a Branch Chief, of the U.S. Securities and Exchange Commission. He holds an A.B. from the University of California at Berkeley, an M.B.A. from Harvard Business School and a J.D. from University of California, Hastings College of the Law. In addition to sitting on our Board, Mr. Wickersham serves on the Board of Verseon Corporation, an AIM-listed technology-based pharmaceutical company. In addition he is a director of Arbor Vita Corporation, a private company that has developed technology for application in earlyMFP.

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detection of certain cancers and is a member of the Board of Trustees of the University of California, Hastings College of the Law. The Nominating and Governance Committee and the Board of Directors believe that Mr. Wickersham should be re-elected to the Board because of his experience and knowledge of corporate finance and legal matters, his experience and knowledge of operational matters gained as a past and present director of other public and private companies, and his knowledge of our company, its markets and operations developed over his tenure as Chairman and a director of the Company.

Mark Wong (Age 66)
Chairman, American Dairy Co.

Mark Wong was elected to our Board in December 2014. He has more than 35 years of experience in agribusiness with particular expertise in technology integration and commercialization. Since January 2012, Mr. Wong has served as Chairman of American Dairy Co., Ponte Vedra, Florida, the owner and operator of dairies in the southeast and south central United States. Since 2008, he has been Chairman of the Board or chief executive officer of Agrivida, a company that is developing and commercializing high- performance products that incorporate novel, regulated proteins precisely engineered for specific applications in a variety of markets, including animal nutrition, bio-based fuels and chemicals, and industrial enzymes. Formerly, he was founder and chief operating officer, from 1999 to 2006, of Emergent Genetics, Inc., an international seed biotech company and, from 2009 to the present, he is a founder and partner at Colorado Financial Holdings, a private venture investment and investment bank that specializes in the agricultural, energy and biotechnology sectors. He also has previous founding and management experience in these areas, including, from 1987 to 1992, Agracetus (CEO), a plant biotechnology company; from 1979 to 1987, Agrigenetics (Founder and COO), a seed and biotechnology company; from 1990 to 1999, Big Stone Partners (Partner), an agribusiness consulting firm, and, from 2009 to 2014, BioFuel Energy Corp. (Chairman), a corn ethanol company. Mr. Wong also serves on the boards of Arcadia Biosciences, Inc., Biotechnology Industry Organization and Anuvia Plant Nutrients. Mr. Wong holds a B.S. in Chemical Engineering from Lehigh University and an M.B.A. from The Wharton School of Finance. Mr. Wong's experience includes operations management, technology assessment, business acquisition and divestiture, and international business, and, as a result, the Nominating and Governance Committee and the Board of Directors believe that Mr. Wong should be re-elected to the Board.

Committees of the Board of DirectorsRecommendation

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. With respect tobelieves the Audit Committee, the Committee delegated to its Chairman the responsibilityapproval of meeting with our auditors and chief financial officer in connection with the quarterly reviews of the financial statements and filing of our Quarterly Reports on Form 10-Q. Mr. Fleming fulfilled that responsibility on three occasions during the fiscal year, and the full committee met with our auditors in connection with the completion of the audit of our financial statements and related matters. The committee members took various actions by written consent during the fiscal year and spent many hours in informal consultation with one another, in addition to holding in person and telephonic meetings. The following table provides membership and meeting information for fiscal 2015 for each of the committees:

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Audit Committee

As of October 20, 2015, the members of the Audit Committee are Messrs. Fleming, Matina, Seidler and Smith. Mr. Fleming serves as chairman of the committee.

The Audit Committee of the Board of Directors was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, to oversee our corporate accounting and financial reporting processes and audits of its financial statements. We are required to have an Audit Committee in order to maintain our listing on the Nasdaq Capital Market. Our Board of Directors has determined that each of the members of our Audit Committee satisfies the requirements for Audit Committee independence and financial literacy under the current rules and regulations of the SEC and the Nasdaq Stock Market. The Board of Directors has also determined that Mr. Fleming is an "Audit Committee financial expert" as defined in SEC rules and he satisfies the financial sophistication requirements of Nasdaq as a result of his many years serving as a chief executive. This designation does not impose on Mr. Fleming any duties, obligations or liabilities that are greater than is generally imposed on him as a member of our Audit Committee and our Board of Directors.

The Audit Committee is responsible for, among other things:

The Audit Committee acts under a written charter adopted and approvedthis Proposal 1 by our Board of Directors. A copy of the charter of our Audit Committee is available on the Investors page on our website located atwww.swseedco.com.

The Audit Committee Report is included in this proxy statement on page 49.

Compensation Committee

As of October 20, 2015, the members of the Compensation Committee are Messrs. Fleming, Matina, Nordstrom and Wong. Mr. Fleming serves as chairman of the committee. Under Nevada law, persons who are not directors are permitted to serve on board committees, and accordingly, Mr. Nordstrom, who is not standing for reelection may still serve on the Compensation Committee following the Annual Meeting.

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Our Board of Directors has determined that each member of our Compensation Committee meets the requirements for independence under the current Nasdaq rules, the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act and the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The Compensation Committee is responsible for, among other things:

The Compensation Committee acts under a written charter adopted and approved by our Board of Directors. A copy of the charter of our Compensation Committee is available on the Investors page on our website located atwww.swseedco.com.

Nominating and Governance Committee

As of October 20, 2015, the members of the Nominating and Governance Committee are Messrs. Seidler, Wickersham and Wong. Mr. Seidler serves as chairman of the committee. Our Board of Directors has determined that each member of our Nominating and Governance Committee meets the requirements for independence under the current rules of the SEC and Nasdaq.

The goal of the Nominating and Governance Committee is to ensure that the members of our Board of Directors have a variety of perspectives and skills derived from high- quality business and professional experience. The Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on our Board of Directors. To this end, the committee seeks nominees with high professional and personal integrity, an understanding of our business lines and industry, diversity of business experience and expertise, broad-based business acumen and the ability to think strategically. Although neither we nor our Nominating and Governance Committee has a formal policy about diversity in the nominee selection process, our Nominating and Governance Committee charter states that the committee's goal is to develop a diverse and experienced board. In the context of the existing composition and needs of the board and its committees, the Nominating and Governance Committee considers various factors, including, but not limited to, independence, age, diversity (which, in this context, means race, ethnicity and gender), integrity, skills, financial and other expertise, breadth of experience and knowledge about our business or industry. Although the Nominating and Governance Committee uses these and other criteria to evaluate potential nominees, we have not established any particular minimum criteria for nominees. After its evaluation of potential nominees, the committee submits nominees to the Board of Directors for approval. When appropriate, the Nominating and Governance Committee may in the future retain executive recruitment firms to assist in identifying suitable candidates but has not done so in connection with this Annual Meeting.

The Nominating and Governance Committee is responsible for, among other things:

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●	ensuring that our Board of Directors is properly constituted to meet its fiduciary obligations to us and our stockholders and that we follow appropriate governance standards;
●	developing principles of corporate governance and recommending them to our Board of Directors;
●	overseeing compliance by our Board of Directors and its committees with applicable laws and regulations, including those promulgated by the rules of the SEC and Nasdaq; and
●	overseeing the evaluation of our Board of Directors and recommending compensation of Board members.

The Nominating and Governance Committee acts under a written charter adopted and approved by our Board of Directors. A copy of the charter of our Nominating and Governance Committee is available on the Investors page on our website located atwww.swseedco.com.

In addition to the candidates proposed by our Board of Directors or identified by the Nominating and Governance Committee, the Committee considers candidates for director suggested by our stockholders in accordance with the procedures described in the Questions and Answers section in response to the question "May I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?" Stockholder nominations that comply with these procedures and that meet the criteria outlined in our bylaws will receive the same consideration that the Nominating and Governance Committee's nominees receive.

Executive Committee

In December 2014, the Board established a special committee for the purpose of aiding Mr. Harvey in conducting and better managing the day to day operations of the business. The current members of the Executive Committee are Messrs. Bornt, Harvey and Nordstrom, chosen because of their extensive personal experience in agricultural operations and the seed business. Mr. Harvey chairs the Executive Committee, which. serves at the pleasure of the Board and the chairman. There are no scheduled meetings, no minutes taken and no additional compensation for service. On average, the committee met one to two times per month, as needed to address specific operational issues, consider material contracts proposed by management or to monitor activities in seed production or seed sales. The committee reports to the board at quarterly board meetings or on an interim basis as necessary.

Board Independence

Our Board of Directors is predominantly independent. Of our nine continuing directors, only one is an employee. We have affirmatively determined that six of our nine directors who are standing for reelection, namely Messrs. Fleming, Matina, Seidler, Smith, Wickersham and Wong, representing a majority of our current directors, are "independent directors" as defined under the rules of the SEC and Nasdaq.

Executive Sessions of Independent Directors

In order to promote open discussion among independent directors, our Board of Directors has a policy of conducting executive sessions of the independent directors. The board periodically holds regular executive sessions of the independent directors. These directors may designate one of their number to preside at each session, although it need not be the same director at each session. Regardless of the fact that these executive sessions are required by Nasdaq, we believe they are important vehicles to encourage open communication. Whether a presiding director is selected for each session or not, one among the directors present is designated to communicate the results of each such meeting to the full board.

Board Meetings and Attendance

The Board held nine meetings during fiscal year 2015 (with three meetings each held over a two-day period, for a total of 12 meeting days) and took action by unanimous written consent on one other occasion. Each director attended at least 75% of the aggregate number of meetings of our Board and the committees on which such director served during fiscal year 2015.

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Board Attendance at Annual Stockholder Meetings

Our Board members are strongly encouraged to attend each annual meeting of stockholders. All of our then-current directors who were standing for reelection and the one new director nominee attended the 2014 Annual Meeting.

Board Leadership

The Board does not have a formal policy on whether or not the roles of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee. The Board believes that it should be free to make a choice from time to time in any manner that is in the best interests of our companythe Company and our stockholders. Currently, we separateFirst and most critically, the role of Chairman and Chief Executive Officer, with Mr. Harvey serving asproceeds from the Chairman and Mr. Grewal serving as Chief Executive Officer. The Board believes that this separation is presently appropriate as it allowsSecond Closing are necessary for the Chief Executive Officer to focus primarily on leading the day-to-day operationscompletion of the Company, while the Chairman can focus on leading the Board in its consideration of strategic issues and monitoring corporate governance and other stockholder issues.

Each of the committees of the board consists entirely of independent directors.

Our Chairman is selected by a majority ofChromatin Acquisition, which the Board of Directors.Directors believes significantly enhances the Company's ability to execute on its various strategic initiatives. The ChairmanBoard of Directors also believes that permitting MFP to purchase the Preferred Shares in the Second Closing (which are convertible into voting shares of Common Stock), would be in the best interests of the Company's other stockholders because it would further align MFP's interests with the interests of our other stockholders and the success of the Company.

Reason for Stockholder Approval

Our Common Stock is listed on The Nasdaq Capital Market, and, as such, we are subject to the Nasdaq Marketplace Rules, including Nasdaq Listing Rule 5635. As discussed in more detail below, we are required under Nasdaq Listing Rules 5635(a) and 5635(d) to seek stockholder approval of the Conversion Shares Issuance.

Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of common stock (or securities convertible into or exercisable for common stock) in connection with the acquisition of the stock or assets of another company if such securities are not issued in a public offering for cash and(i) have, or will have, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock (or securities convertible into or exercisable for common stock); or (ii) the number of shares of common stock to be issued is, or will be, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of common stock or securities. If the Conversion Shares Issuance is completed, the total number of shares of our Common Stock sold in the Financing will (x) constitute more than 20% of the voting power outstanding prior to such issuance and (y) exceed 20% of the total number of shares of our Common Stock issued and outstanding prior to such issuance. The Nasdaq Stock Market LLC ("Nasdaq") may deem the Financing to have been completed in connection with the Chromatin Acquisition and, as such, stockholder approval pursuant to Nasdaq Listing Rule 5635(a) is required prior to the Conversion Shares Issuance.

Furthermore, Nasdaq Listing Rule 5635(d) requires stockholder approval prior to the sale, issuance or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock, in connection with a transaction other than a public offering. If the Conversion Shares Issuance is completed, the total number of shares of our Common Stock issued in connection with the Financing will exceed 20% of the total number of shares of our Common Stock issued and outstanding on the date the Securities Purchase Agreement was executed. If the Conversion Shares Issuance is completed, the shares of Common Stock issued upon conversion of the Preferred Shares will be replacedissued at a price per share that is less than the book value of our common stock. As such, stockholder approval pursuant to Nasdaq Listing Rule 5635(d) is required prior to the Conversion Shares Issuance.

Use of Proceeds

A portion of the net proceeds received from the Initial Closing has been used in connection with the Chromatin Acquisition and for working capital purposes, and we anticipate that the remaining net proceeds from the Initial Closing and the net proceeds from the Second Closing will be used to complete the Chromatin Acquisition and for working capital purposes. As of the date of this solicitation, we cannot specify with certainty all of the particular uses of the proceeds. Accordingly, we will retain broad discretion over the use of such proceeds. Pending the application of the net proceeds, we may invest the proceeds in marketable securities and short-term investments.

Overall Effect of the Proposal

If approved, this Proposal 1 would result in an increase of 7,235,000 shares in the number of shares of our Common Stock outstanding, and, as a result, current stockholders who are not participating in the Financing would own a smaller percentage of our outstanding Common Stock and, accordingly, a smaller percentage interest in the voting power, liquidation value and book value of our Common Stock. The sale or resale of any of our Common Stock issued pursuant to the Financing could cause the market price of our Common Stock to decline.

This approval would not limit our ability to engage in a public offering, as defined by Nasdaq, or to issue or sell a number of shares of our Common Stock (including shares issuable upon conversion or exercise of convertible debt, warrants or other securities exercisable for or convertible into our Common Stock) that is less than 20% of the outstanding shares on terms that might or might not be similar to those in this Proposal 1.

Consequences if Stockholder Approval is Not Obtained

If we do not obtain the Requisite Approval at the Special Meeting, we are obligated to continue to solicit the approval our stockholders until we obtain the Requisite Approval, including at any time by asubsequent annual meeting of stockholders. In addition, if we do not obtain the Requisite Approval, the Preferred Shares will remain outstanding and retain their liquidation preference.

Vote Required

For purposes of the Nevada Revised Statutes, the affirmative vote of the holders of a majority of the Boardshares of Directors then serving; provided, however, thatcommon stock present in person or represented by proxy on the Chairman may not be removed as a directormatter is necessary to approve this Proposal 1. In addition, for purposes of the Company except in accordance withNasdaq Listing Rules, the Nevada Revised Statutes, our bylaws, and other applicable law.

In fiscal 2015, our independent directors designated Michael M. Fleming to continue to serve as Lead Director. The Lead Director has specifically enumerated duties and responsibilities, which include:

The lead director has specifically enumerated duties and responsibilities, which include:

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Board Risk Oversight

Our Board of Directors, asminimum vote that will constitute shareholder approval is a whole and through its committees, has responsibility for the oversight of risk management. With the oversight of our full Board of Directors, our senior management are responsible for the day-to-day managementmajority of the material risks we face. In its oversight role, our Board of Directors hastotal votes cast at the responsibilitySpecial Meeting. For clarity, pursuant to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. This involvement of the Board of Directors in setting our business strategy is a key part of its oversight of risk management, its assessment of management's appetite for risk and its determination of what constitutes an appropriate level of risk for us. Additionally, our Board of Directors regularly receives updates from senior management and outside advisors regarding certain risks we face, including various operating risks. Our senior management attends meetings of our Board of Directors, and each committee meets with key management personnel and representatives of outside advisors as necessary. Additionally, senior management makes itself availableNasdaq Listing Rules, shares issued to address any questions or concerns raised by the board on risk management and any other matters.

Each of our board committees oversees certain aspects of risk management.

Additional review or reporting on enterprise risks will be conducted as needed or as requested by the Board of Directors or a committee thereof.

Communications with the Board of Directors

Stockholders and interested parties who wish to contact our Board of Directors, our Chairman, any other individual director, or the non-management or independent directors as a group, are welcome to do so in writing, addressed to such person(s) in care of our Corporate Secretary. E-mail correspondence of this nature should be sent to secretary@swseedco.com, and other written correspondence should be addressed to S&W Seed Company, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, Attention: Secretary.

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Our Corporate Secretary has undertaken to forward all written stockholder correspondence to the appropriate director(s), except for spam, junk mail, mass mailings, customer complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Secretary will determine, in her discretion, whether any response is necessary and may forward certain correspondence, such as customer-related inquiries, elsewhere within our company for review and possible response. Comments or questions regarding our accounting, internal controls or auditing matters will be referred to the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to the Nominating and Governance Committee. Comments or questions regarding executive compensation will be referred to the Compensation Committee.

Code of Business Conduct and Ethics

Our Board of Directors values effective corporate governance and adherence to high ethical standards. As such, the Board has adopted a Code of Business Conduct and Ethics, which is applicable to all of our employees, officers and directors, including our senior executive and financial officers. Our Code of Business Conduct and Ethics is available on our corporate website located at www.swseedco.com/investors.

We will provide our code of ethics in print without charge to any stockholder who makes a written request to: S&W Seed Company, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, Attention: Secretary, or by e-mail to secretary@swseedco.com. Any waivers of the application of, and any amendments to, our code of ethics must be made by our Board of Directors and will be disclosed promptly on our Internet website, www.swseedco.com.

Director Compensation

Overview

Our director compensation programs are designed to provide an appropriate incentive to attract and retain qualified non-employee board members. The Nominating and Governance Committee is responsible for reviewing the equity and cash compensation for directors on an annual basis and making recommendations to the Board,MFP in the event it determines changesInitial Closing are needed. In fiscal 2014, the Committee sought and received input from Frederic W. Cook & Co. regarding compensation of non-employee directors, which was used as one of its resources in setting non-employee director compensation. The compensation structure in fiscal 2015 remained in line with the prior year. The Committee could retain such independent advice in the future.not entitled to vote on this Proposal 1.

Director Summary Compensation TableTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table summarizessets forth certain information regarding the fiscal 2015 compensation earned by ownership of our Common Stock as of September 28, 2018 by:

• each person who served onknown to us to be the Board at any time during fiscal 2015, otherbeneficial owner of more than Mr. Grewal, whose compensation is described under "Executive Compensation" beginning on page 40.5% of our outstanding shares of common stock;

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• each of our named executive officers and our current directors; and

		Fees paid in cash ($)(1)			Option Awards ($)(2)			Total ($)
Glen D. Bornt		$  34,750			$10,824			$  45,574
Michael C. Culhane(3)		18,000			-			18,000
Michael M. Fleming		54,000			10,824			64,824
Mark J. Harvey		145,917	(4)		10,824			156,740
Alexander C. Matina(5)		-			-			-
Michael N. Nordstrom(6)		50,000			10,824			60,824
Charles B. Seidler		38,250			10,824			49,074
William S. Smith		38,000			12,490			50,490
Ann Veneman(3)		7,000			-			7,000
Grover T. Wickersham		132,750	(7)		10,824			143,574
Mark Wong		46,000	(8)		10,824			56,824

____________

(1) See the table under the caption "Annual Retainer

• all of our executive officers and Per Meeting Fees for Non-Employee Directors" for an explanation and breakdown of the cash fees.
  (2) The amounts shown for option awards represent the aggregate grant date fair value of such awards granted to the directors as computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, Compensation-Stock Compensation. For each award, the grant date fair value is calculated using the closing price of our common stock on the grant date. These amounts do not correspond to the actual value that may be realized by the directors upon vesting or exercise of such awards. For information on the assumptions used to calculate the value of the awards, refer to Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.
  (3) Mr. Culhane and Ms. Veneman did not stand for election to the Board at the 2014 Annual Meeting.
  (4) This amount represents a stipend of $125,000 paid to Mr. Harvey for his role as Non-Executive Vice Chairman of the Board and Chairman, in addition to the per meeting fees described below. Mr. Harvey served as Vice Chairman of the Board until December 2014, when he was elected Chairman.
  (5) Mr. Matina joined the Board in May 2015.
  (6) Mr. Nordstrom was re-elected to the Board in March 2015 having served from 2009 until he stepped down in December 2013. However, he continued to attend board meetings as an observer and was compensated therefor. In addition, both before and after his reelection, he was compensated in his capacity as Chairman of the Board of our Australian subsidiary, Seed Genetics International Pty Ltd. ("SGI") throughout fiscal 2015. The compensation he received as Chair of SGI in fiscal 2015 is included in the column "All Other Compensation." Mr. Nordstrom has voluntarily agreed to step aside as a director of S&W as of the Annual Meeting to assist the Board in reducing its size and increasing its efficiency. He will remain Chairman of the Board of SGI and will have observer status at our Board meetings.
  (7) This amount represents a stipend of $75,000 paid to Mr. Wickersham for his role as Non-Executive Chairman of the Board through December 2014 and thereafter, as Non-Executive Vice Chairman, in addition to the per meeting fees described below.
  (8) Mr. Wong was elected to the Board in December 2014 but made himself available to assist the Board throughout the second quarter of fiscal 2015, prior to his official election. This amount includes $5,000 paid as a pro rata portion of the 2014 annual retainer in addition to the 2015 annual retainer. Mr. Wong is paid an additional $5,000 per quarter to consult with the Chairman, the full board or any committee thereof.group.  

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Annual Retainer and Per Meeting Fees for Non-Employee Directors

Directors who are also our employees do not receive any additional compensation for their service on the board. Non-employee directors are paid an annual cash retainer of $20,000. Michael (Mick) M. Fleming, the Chairman of the Audit Committee and the Compensation Committee, as well as serving as lead independent director, is paid an additional $20,000 per year cash retainer for his service in those capacities. In fiscal 2015, the Chairman of the Board and the Vice Chairman of the Board were paid an additional annual stipend of $125,000 and $75,000, respectively, payable monthly.

In addition to the annual retainer, non-employee directors receive:

●	$1,500 for each in-person board meeting attended;
●	$750 for each telephonic board meeting attended;
●	$500 for each in-person committee meeting attended; and
●	$250 for each telephonic committee meeting attended.

We reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings and for other company-related out-of-pocket expenses they may incur from time to time.

The following table summarizes the cash compensation paid in fiscal 2015 by our directors for service on the Board. As noted above, Mr. Grewal, our Chief Executive Officer and President, also sits on our Board but receives no additional compensation in that capacity. Mr. Culhane and Ms. Veneman served on the Board until the 2014 Annual Meeting in December 2014. Mr. Wong joined our Board in December 2014, Mr. Nordstrom joined the Board in March 2015, and Mr. Matina joined the Board in May 2015.

Director Name		Annual Retainer		Board Meetings		Committee Meetings		All Other Comepnsation			Total
Glen D. Bornt		$25,000		$9,750		-		-			$34,750
Michael C. Culhane		15,000		3,000		-		-			18,000
Michael M. Fleming		40,000		10,000		4,000		-			54,000
Mark J. Harvey		135,417		10,250		250		-			145,917
Alexander C. Matina		-		-		-		-			-
Michael N. Nordstrom		5,000		3,500		-		$41,500(1)			50,000
Charles B. Seidler		25,000		10,000		3,250		-			38,250
William S. Smith		25,000		10,500		2,500		-			38,000
Ann Veneman		5,000		2,000		-		-			7,000
Grover T. Wickersham		122,500		9,750		750		-			132,750
Mark Wong		25,000		5,000		1,000		15,000(2)			46,000

________

(1) Mr. Nordstrom was paid to attend board meetings of our board in his capacity as chairman of the boards of our two Australian subsidiaries in addition to fees paid for serving in those capacities and attending meetings of the subsidiary boards.
(2) Mr. Wong was paid an additional $5,000 retainer when he joined the Board in December 2014 as hispro rata share of the calendar year 2014 retainer to compensate him for his service to the board in the second fiscal quarter of 2015 before his official election in December 2014.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information concerning the beneficial ownership of the shares of our common stock as of October 20, 2015, by:

●	each person we know to be the beneficial owner of 5% of more of our outstanding shares of common stock;
●	our executive officers named in the Summary Compensation Table and our current directors and director nominees; and
●	all of our executive officers and directors as a group.

Except as otherwise indicated below, the address of each beneficial owner listed in the table is c/o S&W Seed Company, 7108 North Fresno106 K Street, Suite 380, Fresno,300, Sacramento, CA 93720.95814.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 13,482,93025,956,252 shares of common stock outstanding on October 20, 2015.September 28, 2018. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of October 20, 2015 (December 19, 2015)September 28, 2018 (November 27, 2018). We did not deem these exercisable shares outstanding, however, for the purpose of computing the percentage ownership of any other person. The applicable footnotes are an integral part of the table and should be carefully read in order to understand the actual ownership of our securities, particularly by the 5% stockholders listed in the table.

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						Number of Shares Subject
						to Options, Warrants or
						Convertible Securities
			Number of			Convertible or Exercisable
			Shares			by			Total Shares Beneficially Owned
Name of Beneficial Owner			Beneficially Held			December 19, 2015			Number(1)		Percentage
5% Stockholders
RMB Capital Management LLC(2)			1,129,157			418,529	(3)		1,547,686		11.0	%
MFP Partners, LP(4)			1,294,000			492,390	(5)		1,786,390		12.8
Hudson Bay Capital Management, L.P. (6)			-			1,470,787	(7)		1,470,787		9.8
Empery Asset Management, L.P. (8)			-			1,103,944	(9)		1,103,944		7.6
Wolverine Asset Management, LLC(10)			14,589			871,683	(11)		886,272		6.2
Directors, Director Nominees and Executive Officers
Glen D. Bornt			180,000			24,750			204,750		1.5
Michael (Mick) M. Fleming			6,560			34,750			41,310		*
Mark S. Grewal			95,018			131,744			226,762		1.7
Mark J. Harvey			189,500	(12)		12,250			201,750		1.5
Alexander C. Matina			-			1,750			1,750		*
Michael N. Nordstrom			43,227	(13)		34,750			77,977		*
Charles (Chip) B. Seidler			55,393			34,750			90,143		*
William S. Smith			50,000			7,447			57,447		*
Grover T. Wickersham			705,960	(14)		74,750			780,710		5.8
Mark Wong			-			5,250			5,250		*
Matthew K. Szot			39,529			99,993			139,522		1.0
Dennis Jury			217,467	(15)		25,662			243,129		1.8
All executive officers and directors as a group (12 persons)			1,125,687	(16)		487,846	(16)		1,613,533		11.5

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PROPOSAL NO. 1:
ELECTION OF DIRECTORS

General

The business and affairs of our company are managed under the direction of the Board of Directors, as provided by Nevada law and our Bylaws. The Board of Directors establishes corporate policies and strategies and supervises the implementation and execution of those policies and strategies by our officers and employees. The directors are kept informed of our company operations at meetings of the Board, through reports and analyses prepared by, and discussions with, company management.

Our Articles of Incorporation provide that the number of members of the Board of Directors may be set by the board resolution. The board has currently set the size of the Board of Directors at nine members. That number may be changed by further resolution of the board or by an amendment to the Bylaws approved by the stockholders or the board.

The board proposes that the nine director-nominees named in the following summary be elected as our directors, each to hold office until the 2016 Annual Meeting of Stockholders and until his successor is elected and qualified or until his earlier resignation or removal.

Our directors are elected in uncontested elections by a majority vote. In contested director elections, elections whereby the number of nominees exceeds the number of directors to be elected, the directors will be elected by a plurality of the votes cast and the nominees receiving the greatest numbers of votes will be elected to serve as directors. The election of directors at this year's Annual Meeting is an uncontested election and thus the majority voting standard applies.

To be elected in an uncontested election, a director must receive the affirmative vote of a majority of the votes cast with respect to the director's election. This means that a director will be elected if the number of votes cast for that director's election exceeds the number of votes cast against that nominee's election. Broker non-votes and abstentions will not be counted as votes cast, and, accordingly, will have no effect on the election of directors. If an incumbent director is not elected and no successor has been elected at the meeting, he or she shall promptly tender his or her conditional resignation following certification of the vote. The Nominating and Governance Committee will consider the resignation offer and recommend to the Board whether to accept such offer. The Board will endeavor to act on the recommendation within 90 days following the recommendation. Thereafter, the Board will promptly disclose its decision whether to accept the director's resignation offer (and its rationale for rejecting the offer, if applicable) in a press release and filing an appropriate disclosure with the SEC. If the Board accepts the resignation, then the Board, in its sole discretion, may, pursuant to the Company's Bylaws, fill any resulting vacancy or may decrease the size of the Board.

Nevada corporate law does not require cumulative voting in the election of directors, and neither our Articles of Incorporation nor Bylaws provide for cumulative voting.

Nominees

The Nominating and Governance Committee of the Board recommended, and the full Board of Directors approved, Glen D. Bornt, Michael (Mick) M. Fleming, Mark S. Grewal, Mark J. Harvey, Alexander C. Matina, Charles (Chip) B. Seidler, William S. Smith, Grover T. Wickersham and Mark Wong as nominees for election as directors at the Annual Meeting. If elected, each of the directors will serve until the 2016 annual meeting of stockholders, and until a successor is qualified and elected or until his earlier resignation or removal. Each of the nominees is currently a director of our company. For information concerning the nominees, please see "Information about the Directors and Nominees" above in this proxy statement.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each of Glen D. Bornt, Michael (Mick) M. Fleming, Mark S. Grewal, Mark J. Harvey, Alexander M. Matina, Charles (Chip) B. Seidler, William S. Smith, Grover T. Wickersham and Mark Wong. If the nominees are unable or decline to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.

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Vote Required

Each director is elected by a majority of the votes cast at the Annual Meeting, meaning that to be elected, the director must receive more "for" votes than "withheld" votes. Broker non-votes have no bearing on the outcome of the election.

The Board of Directors recommends that you for "FOR" the election of each of the nominees named above.

PROPOSAL NO. 2
APPROVAL OF AMENDMENT NO. 3 TO THE COMPANY'S
AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN
TO INCREASE THE SHARE RESERVE FROM 1,700,000 TO 2,450,000

In December 2012, our stockholders approved the Amended and Restated 2009 Equity Incentive Plan. In December 2013, the stockholders approved an amendment to the plan increasing the total number of shares available for grants and awards to 1,700,000. At the Annual Meeting, we are asking our stockholders to approve a further increase of 750,000 additional shares, for an aggregate plan size of 2,450,000 shares. Based on current practices and expectations, we anticipate that this increase will be sufficient for our purposes two to three years, although we recognize, as should our stockholders, that circumstances could change and impact this estimate.

Background for Request for Additional Shares

Each year, the Compensation Committee of our Board of Directors and our management team review our overall compensation strategy and determine the allocations of cash and equity compensation. We continue to believe that equity compensation is an important component to recruit, retain and motivate key employees and effectively aligns employee compensation with stockholder interests. The 2009 Plan is the sole plan for providing equity incentive compensation to eligible employees, directors and consultants. The Board believes that our 2009 Plan is in the best interest of stockholders and our company, as equity awards granted under the plan help to attract, motivate and retain talented employees and non-employee directors, align employee and stockholder interests, link employee compensation with company performance and maintain a culture based on employee stock ownership.

Prior to Amendment No. 3 to the 2009 Plan, which was approved by the Compensation Committee and the full board in July 2015, the 2009 Plan provided for up to 1,700,000 shares to be issued pursuant to these various awards and grants. As of October 20, 2015, there are only 28,001 shares eligible for grants under the Amended 2009 Plan. As a result of the DuPont Pioneer acquisition, we acquired the services of an additional 31 employees who became eligible to participate in the 2009 Plan, which had an impact on the rate at which our current share reserve was utilized. If this proposal is approved, 750,000 additional shares will be added to the authorized grant amount to increase the 2009 Plan total to 2,450,000 shares, of which 778,001 shares will be available for future grants. No other amendments have been adopted by the Board or are being requested to be approved by the stockholders.

If the stockholders do not approve this Proposal, the 2009 Plan will continue in full force and effect, but we will not have sufficient shares of our common stock to issue equity- based incentive awards consistent with our compensation philosophy. In such circumstances, we would find it necessary to devote a significantly greater portion of our cash on hand and cash generated from operations to compensate our employees, directors, consultants and potential new hires.

Our Compensation Committee reviewed our 2009 Plan and discussed in detail (i) management's recommendations of the proposed changes and awards, and (ii) feedback from members of the Board. In determining the number of shares of common stock reserved for issuance under the Amended 2009 Plan, the Compensation Committee considered a number of factors, including:

• Historical Grant Practices.The Compensation Committee considered the historical amounts of equity awards we have granted in the past three years. In fiscal years 2013, 2014 and 2015, the number of shares of our common stock subject to new grants or awards was 175,000, 270,000 and 227,197, respectively. Accordingly, we used 672,197 shares over a three year period. Our average burn rate over the past three years is 4.72%, which is well below the Institutional Shareholder Services 2015 Software & Services industry cap of 7.9%. 

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• Awards Outstanding Under Existing Grants.As of October 20, 2015, we had outstanding stock options exercisable (once completely vested) for an aggregate of 901,697 shares of common stock and restricted stock units covering 150,643 shares of common stock that have been granted under the 2009 Plan. This represents approximately 7.8% of the outstanding shares of our common stock (commonly referred to as our "overhang"). 
• Expected Utilization.We currently forecast that the requested share increase fromIncludes (i) 52,145 shares that may be added to the 2009 Plan will be sufficient to help us achieve our recruiting and retention efforts for two to three years. However, a change in business conditions or our company strategy could alter this projection.

The purpose of the share increase amendment is to provide us with a sufficient reserve of common stock to offer appropriate incentives to our executive officers, employees, directors and consultants. We actively compete for highly qualified people to work on our team, and our equity program is a key component of our strategy to attract and retain key individuals. In addition, as we continue to pursue our acquisition strategy, we expect that we will be adding additional employees. We believe that the share requirements of our equity program need to grow with our company.

Historical Grant Information

Historically, the Board has relied on granting equity awards in lieu of paying cash incentive bonuses to our executives. Since the inception of the 2009 Plan, grants and awards for a total of 1,914,030 shares have been issued to officers, directors, employees and consultants. Of the options that have been granted under the existing 2009 Plan since inception and without regard to subsequent forfeitures, net issuances and tax withholding of shares, 458,197 have been granted to directors, 682,000 have been granted to executive officers, 320,500 have been granted to other key employees and 12,000 have been granted to consultants since the inception of the 2009 Plan. Although not fixed under the 2009 Plan, initially, options were granted for five year terms. The options granted since December 2014 have ten-year terms. Regardless of the term, all options granted have been subject to quarterly vesting over periods ranging from four to 12 quarters. Beginning in fiscal 2013, the Compensation Committee began recommending the use of RSUs, and through October 20, 2015, a total of 88,333 RSUs have been awarded under the 2009 Plan to executive officers and other key employees. The RSUs are typically subject to quarterly vesting over a period of years, currently ranging from three to four and one-half years. The 73,000 restricted stock awards granted to date under the 2009 Plan were granted in fiscal 2012 to members of our executive management team and vested annually over three years. Restricted stock awards have not been utilized since those initial awards in fiscal 2012.

Summary of the Amended and Restated 2009 Equity Incentive Plan (the "2009 Plan")

The following is a summary of the principal features of the 2009 Plan and its operation. The summary is qualified in its entirety by reference to the Amended and Restated Plan, which was refiled as Exhibit 10.34 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2015 in order to consolidate the Amended and Restated Plan and its subsequent amendments. The 2015 Form 10-K, including Exhibit 10.34, is available on the SEC website at www.sec.gov. Any stockholder may request a copy of the Amended and Restated 2009 Plan by contacting our us through our Corporate Secretary, 7108 North Fresno Street, Suite 380, Fresno, CA 93720.

General

The 2009 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other forms of equity compensation (collectively referred to in this proxy statement as equity awards). The 2009 Plan also provides the ability to grant performance equity awards and performance cash awards (together referred to in this proxy statement as performance awards), which enable our Compensation Committee to use performance criteria in establishing specific targets to be attained as a condition to the vesting of awards.

Incentive stock options granted under the 2009 Plan are intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code (referred to in this proxy statement as the Code). Nonstatutory stock options granted under the 2009 Plan are not intended to qualify as incentive stock options under the Code. See "Federal Income Tax Information" for a discussion of the tax treatment of equity awards.

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The 2009 Plan provides eligible employees, executive officers, directors and consultants with the opportunity to benefit from increases in the value of our common stock as an incentive to such individuals to exert maximum efforts toward our success, thereby aligning their interests with the interests of our stockholders.

Administration

The 2009 Plan as amended provides that our Board of Directors has the authority to construe and interpret the 2009 Plan, to determine the persons to whom and the dates on which equity awards will be granted, the number of shares of common stock to be subject to each equity award, the time or times during the term of each equity award within which all or a portion of the award may be exercised, the exercise, purchase, or strike price of each equity award, the type of consideration permitted to exercise or purchase each equity award and other terms of the equity awards.

Our Board of Directors has the authority to delegate some or all of the administration of the 2009 Plan to a committee or committees composed of members of our Board. A committee may consist solely of two or more "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act or solely of two or more "outside directors" within the meaning of Section 162(m) of the Code. The 2009 Plan also permits delegation of administration of the plan to one or more executive officers with respect to grants to our employees, including the employees of our subsidiaries. Our Board of Directors has delegated to the Compensation Committee administration of the 2009 Plan. The Compensation Committee, as currently constituted, consists of four non-employee directors within the meaning of Section 16b-3 who also are outside directors within the meaning of Section 162(m). As used herein, the term "Plan administrator" refers to the Board or duly constituted committee, whichever is serving as the administrator of the 2009 Plan. Until changed by further action of the Board, that currently means the Compensation Committee of the Board.

Eligibility

General.The Plan provides that our employees, executive officers, directors and consultants are eligible to be granted awards. As of October 20, 2015, we have nine non-executive officer directors, three executive officers and 61 non-executive officer employees (including employees of SGI) who are eligible to participate.

Incentive Stock Options.Incentive stock options may be granted under the 2009 Plan only to employees (including executive officers) of S&W and our affiliates. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options will be 2,450,000 shares of common stock, if this proposal is approved by the stockholders. No incentive stock option may be granted under the 2009 Plan to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of S&W or our affiliates, unless the exercise price of such stock option is at least 110% of the fair market value of the stock subject to the stock option on the date of grant and the term of the stock option does not exceed five years from the date of grant. In addition, the aggregate fair market value, determined on the date of grant, of the shares of common stock with respect to which incentive stock options are exercisable for the first time by a participant during any calendar year (under the 2009 Plan and any other equity plans of S&W and our affiliates) may not exceed $100,000. Any excess of such amount will be treated as nonstatutory stock options.

Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units and Other Awards. Nonstatutory stock options, restricted stock, restricted stock units and all other types of equity awards and performance awards authorized under the 2009 Plan may be granted to employees (including executive officers), directors and consultants of S&W and our affiliates.

Individual Limit. No person may be granted stock options or stock appreciation rights under the 2009 Plan covering more than 250,000 shares of common stock during any calendar year.

Stock Subject to the 2009 Plan

As of October 20, 2015, only 28,001 shares of common stock were available for future grants under the 2009 Plan. If this Proposal is approved by our stockholders, a total of 778,001 shares will be available for future grants under the 2009 Plan.

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The number of shares of common stock available for issuance under the 2009 Plan is currently reduced by one share for each share of common stock issued pursuant to a stock option, stock appreciation right, restricted stock awards, restricted stock unit awards or other awards.

If a stock option or stock appreciation right award expires or otherwise terminates without being fully exercised, if shares subject to a restricted stock award or restricted stock unit award are forfeited to or repurchased by us, or if an equity award is settled in cash, the shares not issued under those awards, or the shares forfeited to or repurchased by us, become available for subsequent issuance under the 2009 Plan. Such returning shares will increase the number of shares available for issuance under the 2009 Plan, if amended, by one share per share returned.

If shares subject to an award granted under the 2009 Plan are not delivered to a participant because:

then those shares become available for subsequent issuance under the 2009 Plan. If the exercise price of a stock option is satisfied by a participant tendering previously held shares, the tendered shares do not become available for subsequent issuance under the 2009 Plan.

Terms of Stock Options

We may grant stock options under the 2009 Plan pursuant to stock option agreements adopted by our Board of Directors or a duly authorized committee. The following is a description of the permissible terms of stock options under the 2009 Plan. Individual stock option agreements may be more restrictive as to any or all of the permissible terms described below.

Exercise Price. The exercise price of incentive stock options and nonstatutory stock options may not be less than 100% of the fair market value of the stock subject to the stock option on the date of grant and, in some cases (see "Eligibility" above), may not be less than 110% of such fair market value.

Consideration. The stock option exercise price may, at the discretion of the plan administrator, be paid in cash or by check, pursuant to a broker-assisted cashless exercise, by delivery of other shares of S&W common stock, pursuant to a net exercise arrangement, or in any other form of legal consideration acceptable to the Plan administrator.

Vesting. Stock options granted under the 2009 Plan vest, or become exercisable, as determined by the plan administrator. Vesting typically occurs during the optionholder's continued service with S&W or an affiliate, whether such service is in the capacity of an employee, director or consultant (collectively referred to as service) and regardless of any change in the capacity of the optionee, or upon achievement of quantitative or qualitative goals determined by the plan administrator. Shares covered by different stock options may be subject to different vesting terms.

Term. Under the current 2009 Plan, the maximum term of a stock option is ten years, except that in certain cases (see "Eligibility" above) the maximum term is five years. Options granted to date have had terms of either five years or ten years.

Holding Period After Exercise. The 2009 Plan does not require any optionee who exercises stock options to hold the shares issued upon exercise for any period of time. Accordingly, holders of options are able to exercise options and sell the underlying stock concurrently, although in the case of the exercise of an incentive stock option, the tax benefits accruing to the holder thereof could be jeopardized if the applicable holding period for incentive stock options is not complied with.

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Termination of Service. Stock options generally terminate three months after termination of a participant's service unless:

The stock option term may be extended in the event that exercise of the stock option following termination of service is prohibited by applicable securities laws. In no event, however, may a stock option be exercised beyond the expiration of its term.

Restrictions on Transfer. A participant generally may not transfer a stock option other than by will, by the laws of descent and distribution, or pursuant to a domestic relations order. During the lifetime of the participant, only the participant may exercise a stock option (except in instances pursuant to a domestic relations order). A participant may also designate a beneficiary who may exercise a stock option following the participant's death.

Terms of Restricted Stock

We may grant restricted stock awards under the 2009 Plan pursuant to restricted stock award agreements adopted by our Board of Directors or a duly authorized committee. Restricted stock awards are shares of our common stock that may be subject to restrictions, such as vesting requirements.

Consideration. The Plan administrator may grant restricted stock awards in consideration for past or future services rendered to S&W or an affiliate, or any other form of legal consideration acceptable to our Board.

Vesting. Shares of stock acquired under a restricted stock award may, but need not, be subject to a repurchase option in favor of S&W or forfeiture to S&W in accordance with a vesting schedule as determined by the plan administrator. The 2009 Plan does not require that the vested shares be held for any amount of time after vesting.

Termination of Service. Upon termination of a participant's service, S&W may repurchase or otherwise reacquire any forfeited shares of stock that have not vested as of such termination under the terms of the applicable restricted stock award.

Terms of Restricted Stock Units

We may grant restricted stock unit awards under the 2009 Plan pursuant to restricted stock unit award agreements adopted by our Board of Directors or a duly authorized committee. Restricted stock units represent the value of a fixed number of shares of S&W common stock on the date of grant.

Consideration. The plan administrator may grant restricted stock units in consideration for past or future services rendered to S&W or an affiliate, or any other form of legal consideration acceptable to the Plan administrator.

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Vesting. Restricted stock units vest at the rate or on the terms specified in the restricted stock unit award agreement as determined by the plan administrator. The 2009 Plan does not require that the holder of shares issued upon conversion of restricted stock units hold those converted shares for any period of time.

Settlement. Restricted stock units may be settled by the delivery of shares of S&W common stock, cash, or any combination as determined by the plan administrator. At the time of grant, the plan administrator may impose additional restrictions or conditions that delay the delivery of stock or cash subject to the restricted stock unit award after vesting.

Termination of Service. Except as otherwise provided in the applicable award agreement or employment agreement, restricted stock units that have not vested will be forfeited upon the participant's termination of service.

Terms of Stock Appreciation Rights

We may grant stock appreciation rights under the 2009 Plan pursuant to stock appreciation rights agreements adopted by our Board of Directors or a duly authorized committee. A stock appreciation right is a right to receive the excess value over the strike price of a fixed number of shares. Individual stock appreciation right agreements may be more restrictive as to any or all of the permissible terms described below. Each stock appreciation right is denominated in shares of common stock equivalents but may be settled in cash.

Term. The maximum term of stock appreciation rights is ten years.

Strike Price. The strike price of stock appreciation rights may not be less than 100% of the fair market value of the common stock equivalents subject to the stock appreciation rights on the date of grant.

Exercise. Upon exercise of a stock appreciation right, S&W will pay the participant an amount equal to the excess of the aggregate fair market value on the date of exercise of a number of common stock equivalents with respect to which the participant is exercising the stock appreciation right, over the strike price determined by the plan administrator on the date of grant. The appreciation distributionissuable upon exercise of a stock appreciation right may be paid in cash,options and (ii) 2,661 shares issuable upon settlement of our common stock, or any other form of consideration determined by the Plan administrator.RSUs.

Vesting. Stock appreciation rights vest and become exercisable at the rate specified in the stock appreciation right agreement as determined by the Plan administrator.

Termination of Service. Stock appreciation rights generally terminate three months after termination of a participant's service unless:

The term of a stock appreciation right may be extended in the event that exercise following termination of service is prohibited by applicable securities laws. In no event may a stock appreciation right be exercised beyond the expiration of its term.

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Terms of Other Stock Awards

The plan administrator may grant other equity awards based in whole or in part by reference to the value of our common stock. Subject to the provisions of the 2009 Plan, the plan administrator has the authority to determine the persons to whom and the dates on which such other equity awards will be granted, the number