0001341004-17-000522.txt : 20170818 0001341004-17-000522.hdr.sgml : 20170818 20170818131517 ACCESSION NUMBER: 0001341004-17-000522 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170818 DATE AS OF CHANGE: 20170818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: S&W Seed Co CENTRAL INDEX KEY: 0001477246 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 271275784 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86123 FILM NUMBER: 171040694 BUSINESS ADDRESS: STREET 1: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 BUSINESS PHONE: 559 884 2535 MAIL ADDRESS: STREET 1: 802 NORTH DOUTY STREET CITY: HANFORD STATE: CA ZIP: 93230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MFP INVESTORS LLC CENTRAL INDEX KEY: 0001105685 IRS NUMBER: 223608480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 752-7280 MAIL ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 scda_4.htm SCHEDULE 13D/A AMENDMENT NO. 4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a).
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
S&W SEED COMPANY
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
785135104
(CUSIP Number)

TIMOTHY E. LADIN
MFP INVESTORS LLC
909 THIRD AVENUE, 33rd FLOOR
NEW YORK, NEW YORK 10022
(212) 752-7345
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
August 15, 2017
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)

(Page 1 of 7 Pages)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 785135104
Schedule 13D
 Page 2 of 7 

1
 
NAMES OF REPORTING PERSONS
 
 
 
 
MFP Partners, L.P.(1)
 
 
  
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
 
 
 
 
 
 
(b)
3
 
 
SEC USE ONLY
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
WC
 
 
 
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 
 
 
 
TO ITEM 2(d) or 2(e)
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
Delaware
 
 
 
 
 
 
NUMBER OF
 
7
 
SOLE VOTING POWER
 
 
SHARES
 
 
 
0
 
 
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
 
OWNED BY
 
 
 
4,507,838(2)
 
 
EACH
 
9
 
SOLE DISPOSITIVE POWER
 
 
REPORTING
 
 
 
0
 
 
PERSON WITH
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
4,507,838(2)
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
4,507,838(2)
 
 
 
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
 
 
CERTAIN SHARES
 
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
21.8%
 
 
 
 
 
 
14
 
TYPE OF REPORTING PERSON
 
 
 
 
PN
 
 
 
 
 
 
 
   (1)   
MFP Investors LLC is the general partner of MFP Partners, L.P. ("MFP").  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
 
   
 
(2)
4,507,838 shares of common stock, par value $0.001 per share ("Common Stock"), of S&W Seed Company, a Nevada corporation, are held directly by MFP.  MFP also directly holds a Common Stock Purchase Warrant (the "Warrant"), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.46 per share.  The Warrant is exercisable for shares of Common Stock only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant.  Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  The ownership percentage set forth above is based on 17,979,681 shares of Common Stock outstanding as set forth in the Company's most recent Form 10Q and the issuance by the Company of 2,685,000 shares of its Common Stock issued in a private placement on July 19, 2017.
 
 
 
 
 
 

CUSIP NO. 785135104
Schedule 13D
Page 3 of 7 

1
 
NAMES OF REPORTING PERSONS
 
 
 
 
MFP Investors LLC(1)
 
 
 
   
 
 
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
 
 
 
 
 
 
(b)
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
AF
 
 
 
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 
 
 
 
TO ITEM 2(d) or 2(e)
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
Delaware
 
 
 
 
 
 
NUMBER OF
 
7
 
SOLE VOTING POWER
 
 
SHARES
 
 
 
0
 
 
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
 
OWNED BY
 
 
 
4,507,838(2)
 
 
EACH
 
9
 
SOLE DISPOSITIVE POWER
 
 
REPORTING
 
 
 
0
 
 
PERSON WITH
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
4,507,838(2)
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
4,507,838(2)
 
 
 
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
 
 
CERTAIN SHARES
 
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
21.8%
 
 
 
 
 
 
14
 
TYPE OF REPORTING PERSON
 
 
 
 
OO
 
 
 
 
 
 
 
  (1)
MFP Investors LLC is the general partner of MFP Partners, L.P. ("MFP").  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
 
   
 
(2)
4,507,838 shares of common stock, par value $0.001 per share ("Common Stock"), of S&W Seed Company, a Nevada corporation, are held directly by MFP.  MFP also directly holds a Common Stock Purchase Warrant (the "Warrant"), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.46 per share.  The Warrant is exercisable for shares of Common Stock only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant.  Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  The ownership percentage set forth above is based on 17,979,681 shares of Common Stock outstanding as set forth in the Company's most recent Form 10Q and the issuance by the Company of 2,685,000 shares of its Common Stock issued in a private placement on July 19, 2017.
   
 
 
 

CUSIP NO. 785135104
Schedule 13D
Page 4 of 7 

1
 
NAMES OF REPORTING PERSONS
 
 
 
 
Michael F. Price(1)
 
 
 
 
  
 
 
 
 
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
 
 
 
 
 
 
(b)
3
 
 
SEC USE ONLY
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
AF
 
 
 
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 
 
 
 
TO ITEM 2(d) or 2(e)
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
United States of America
 
 
 
 
NUMBER OF
 
7
 
SOLE VOTING POWER
 
 
SHARES
 
 
 
0
 
 
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
 
OWNED BY
 
 
 
4,507,838(2)
 
 
EACH
 
9
 
SOLE DISPOSITIVE POWER
 
 
REPORTING
 
 
 
0
 
 
PERSON WITH
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
4,507,838(2)
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
4,507,838(2)
 
 
 
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
 
 
CERTAIN SHARES
 
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
21.8%
 
 
 
 
 
 
14
 
TYPE OF REPORTING PERSON
 
 
 
 
IN
 
 
 
 
 
 
 
  (1)
MFP Investors LLC is the general partner of MFP Partners, L.P. ("MFP").  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.
 
   
 
(2)
 4,507,838 shares of common stock, par value $0.001 per share ("Common Stock"), of S&W Seed Company, a Nevada corporation, are held directly by MFP.  MFP also directly holds a Common Stock Purchase Warrant (the "Warrant"), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.46 per share.  The Warrant is exercisable for shares of Common Stock only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant.  Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  The ownership percentage set forth above is based on 17,979,681 shares of Common Stock outstanding as set forth in the Company's most recent Form 10Q and the issuance by the Company of 2,685,000 shares of its Common Stock issued in a private placement on July 19, 2017.
 
     
 
 
 

CUSIP NO. 785135104
Schedule 13D
 Page 5 of 7
Explanatory Note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 4 to Schedule 13D (this "Amendment No. 4") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 1, 2015 (the "Original Schedule 13D"), as amended by Amendment No. 1 on November 30, 2015 (the "Amendment No. 1"), as amended by Amendment No. 2 on February 29, 2016 (the "Amendment No. 2") , and as amended by Amendment No. 3 on July 19, 2017 (the "Amendment No. 3").  The Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3 and this Amendment No. 4 are together referred to herein as the "Schedule 13D".
This Amendment No. 4 relates to the common stock, par value $0.001 per share (the "Common Stock"), of S&W Seed Company, a Nevada corporation, owned by the Reporting Persons.  Except as specifically amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, items in the Schedule 13D are unchanged.  Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 3. Sources and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of Item 3:
"On August 15, 2017, MFP purchased 375,000 shares of Common Stock from the Company, pursuant to a Stock Purchase Agreement entered into on August 15, 2017 between MFP and the Sellers named therein (the "RMB Purchase Agreement"), at a price of $4.00 per share.  The foregoing references to and descriptions of the RMB Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the RMB Purchase Agreement which is attached as Exhibit 8 and is incorporated herein by reference."
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing sections (a) and (b) of Item 5 with the following:
"(a)    MFP directly owns 4,507,838 shares of Common Stock, representing approximately 21.8% of the outstanding shares of Common Stock.  MFP also directly holds a Common Stock Purchase Warrant (the "Warrant"), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.46 per share.  The Warrant is exercisable for shares of Common Stock only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant.  The ownership percentage set forth above is based on 17,979,681 shares of Common Stock outstanding as set forth in the Company's most recent Form 10Q and the issuance by the Company of 2,685,000 shares of its Common Stock issued in a private placement on July 19, 2017.
(b)    Due to their respective relationships with MFP and each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the 4,507,838 shares of Common Stock reported herein, representing approximately 21.8% of the outstanding shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant."
Item 7. Material To Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
Exhibit 8
 
Stock Purchase Agreement by and between MFP Partners, L.P. and the Sellers named therein, dated as of August 15, 2017

CUSIP NO. 785135104
Schedule 13D
Page 6 of 7 
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:  August 17, 2017
     
     
   
MFP Partners, L.P.,
     
by its General Partner,
     
MFP Investors LLC
       
   
By:
/s/ Michael F. Price
     
Name:  Michael F. Price
     
Title:  Managing Partner
       
   
MFP Investors LLC
       
   
By:
/s/ Michael F. Price
     
Name:  Michael F. Price
     
Title:  Managing Member
       
   
/s/ Michael F. Price
   
Michael F. Price


CUSIP NO. 785135104
Schedule 13D
 Page 7 of 7
 
INDEX OF EXHIBITS
 
 
Exhibit 1
 
Joint Filing Agreement, dated as of June 1, 2015, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*
     
Exhibit 2
 
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of December 30, 2014 (filed as Exhibit 4.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 3
 
Securities Purchase Agreement by and between S&W Seed Company and each of the investors named therein, dated as of December 30, 2014 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 4
 
Form of 8% Senior Secured Convertible Debenture (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 5
 
Form of Common Stock Purchase Warrant (filed as Exhibit 10.3 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 6
 
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of November 23, 2015 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on November 24, 2015 and incorporated herein by reference)*
     
Exhibit 7
 
Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein, dated as of July 19, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on July 19, 2017 and incorporated herein by reference)*
     
Exhibit 8
 
Stock Purchase Agreement by and between MFP Partners, L.P. and the Sellers named therein, dated as of August 15, 2017
     
 * Filed previously  
 
EX-8 2 ex8.htm EXHIBIT 8 - STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

This Stock Purchase Agreement (this "Agreement") is made as of August 15, 2017, by and between MFP Partners, L.P., a Delaware limited partnership ("Buyer"), and RMB Capital Management LLC, on behalf of the entities listed on Exhibit A to this Agreement (collectively, "Seller").  Buyer and Seller are referred to from time to time in this Agreement individually as a "Party" and together as the "Parties."
Buyer has agreed to purchase from Seller, and Seller has agreed on behalf of the entities set forth on Exhibit A to this Agreement to sell to Buyer, 375,000 shares of common stock (the "Shares") of S&W Seed Company (the "Company").  The Shares that each Seller shall sell are set forth across from such Seller's name on Exhibit A to this Agreement.
In consideration of and upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth in this Agreement, the Parties agree as follows:
1. Purchase and SaleUpon the terms and subject to the conditions of this Agreement, Buyer hereby purchases from Seller, and Seller hereby sells to Buyer, all of the Shares for an aggregate purchase price of $1,200,000.00 US (the "Purchase Price"). The Purchase Price is owing as of the date hereof, but shall be payable upon written (including by e-mail) confirmation from Buyer's prime broker, Goldman Sachs & Co., or the Company's transfer agent, Transfer Online, that the transfer of all the Shares has been affected. As soon as practicable upon receipt of such confirmation, and in any event no later than the next business day, Buyer shall pay to Seller the Purchase Price by wire transfer of immediately available funds to one or more accounts designated in writing in advance by Seller.
2. Representations and Warranties of Seller.  Seller hereby represents and warrants to Buyer on the date hereof, as follows:
(a) Seller is authorized to consummate the transactions contemplated by this Agreement;
(b) Seller is authorized to enter into this Agreement; and
(c) upon completion of the transactions contemplated by this Agreement, Buyer will receive good and marketable title to the Shares, free and clear of any encumbrance, lien, claim, charge, security interest or other interests.
(d) neither Seller, its affiliates nor anyone acting on its behalf has offered or sold the Shares by means of any form of general advertising or general solicitation within the meaning of Rule 502(c) under the Securities Act of 1933, as amended;
(e) Seller acquired the Shares without a view to any public resale, subsequent distribution or other distribution thereof in violation of the Securities Act;
(f) Neither Seller, its affiliates nor anyone acting on its behalf is a party to any contract, agreement or understanding with any person that would give rise to any


brokerage commission or finder's fee in connection with the sale of the Shares to Buyer or consummation of the transactions contemplated by this Agreement.
(g) Seller has received and carefully reviewed the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016, all subsequent public filings of the Company with the Securities and Exchange Commission, other publicly available information regarding the Company, and such other information that it and its advisers deem necessary to make its decision to enter into the transactions contemplated by this Agreement;
(h) Seller has evaluated the merits and risks of the transactions contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. Seller has made its own decision concerning the transactions contemplated by this Agreement without reliance on any representation or warranty of, or advice from, Buyer.
(i) Neither Buyer nor any of its affiliates, members, employees and agents (i) has been requested to or has provided Seller with any information or advice with respect to the Shares nor is such information or advice necessary or desired, or (ii) has made or makes any representation as to the Company.
(j) Seller acknowledges and understands that (i) Buyer possesses material nonpublic information regarding the Company not known to Seller that may impact the value of the Shares, including, without limitation, (x) information received by principals and employees of Buyer in their capacities as director, significant stockholders and/or affiliates of the Company, (y) information otherwise received from the Company on a confidential basis, and (z) information received on a privileged basis from the attorneys and financial advisers representing the Company and its Board of Directors (collectively, the "Information"), and that Buyer is unable to disclose the Information to Seller. Seller understands, based on its experience, the disadvantage to which Buyer is subject due to the disparity of information between Seller and Buyer. Notwithstanding such disparity, Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated by this Agreement.
(k) Seller agrees that none of Buyer, its affiliates, principals, members, employees and agents shall have any liability to Seller, its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in connection with Buyer's non-disclosure of the Information, and Seller hereby irrevocably waives any claim that it might have based on the failure of Buyer to disclose the Information.
(l) Seller acknowledges that (i) Buyer is relying on Seller's representations, warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the transactions contemplated by this Agreement; and (ii) without such representations, warranties and agreements, Buyer would not enter into this Agreement or engage in the transactions contemplated by this Agreement.
2


3. Representations and Warranties of Buyer.  Buyer hereby represents and warrants to Seller on the date hereof, as follows:
(a) Buyer is authorized to consummate the transactions contemplated by this Agreement;
(b) Buyer is authorized to enter into this Agreement;
(c) Buyer (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the transactions contemplated by this Agreement, (ii) is able to bear the risk of an entire loss of its investment in the Shares, and (iii) is consummating the transactions contemplated by this Agreement with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks;
(d) Buyer has received and carefully reviewed the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016, all subsequent public filings of the Company with the Securities and Exchange Commission, other publicly available information regarding the Company, and such other information that it and its advisers deem necessary to make its decision to enter into the transactions contemplated by this Agreement;
(e) Buyer has evaluated the merits and risks of the transactions contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. Buyer has made its own decision concerning the transactions contemplated by this Agreement without reliance on any representation or warranty of, or advice from, Seller.
(f) Neither Seller nor any of its affiliates, members, employees and agents (i) has been requested to or has provided Buyer with any information or advice with respect to the Shares nor is such information or advice necessary or desired, or (ii) has made or makes any representation as to the Company.
(g) Buyer is an accredited investor, as defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act").  Buyer is making this investment for its own account and not for the account of others and is not buying the Shares with the present intention of reselling them.
(h) Buyer acknowledges that (i) Seller is relying on Buyer's representations, warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the transactions contemplated by this Agreement; and (ii) without such representations, warranties and agreements, Seller would not enter into this Agreement or engage in the transactions contemplated by this Agreement.
4. Indemnification.  Each Party (the "Indemnifying Party") agrees to indemnify and hold harmless the other Party, its affiliates and their respective officers, directors, members, managers, partners, employees, agents, advisors and controlling persons (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, amounts paid in
3


settlement and reasonable expenses, incurred by such Indemnified Person arising out of the breach by the Indemnifying Party of its respective representations, warranties and covenants in this Agreement.
5. Miscellaneous. This Agreement (i) shall constitute the binding agreement of the Parties with respect to the subject matter hereof; (ii) shall constitute the sole and entire agreement of the Parties, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this Agreement (other than that certain letter agreement dated August 15, 2017 between the Parties relating to the proposed purchase and sale of the Shares, which letter agreement shall remain in full force and effect notwithstanding execution and delivery of this Agreement); (iii) may be executed in counterparts, each of which shall be deemed an original, including by facsimile, e-mail or other means of electronic transmission of executed counterparts, which together shall constitute one and the same agreement; (iv) all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses; (v) each of the Parties shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement; (vi) if any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; (vii) this Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party; (viii) no waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving; (ix) neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party; and (x) this Agreement shall be binding upon and shall inure to the benefit of the Parties and their permitted successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Time shall be of the essence in this Agreement.
 [SIGNATURE PAGE FOLLOWS]
4



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
Seller:
Iron Road Multi-Strategy Fund LP
 
By:
RMB Capital Management LLC, its investment manager
     
 
By:
  /s/ Laura Flentye
   
Name:  Laura Flentye
   
Title:  V.P., Business Administration
     
 
Iron Road Diversified Fund LP
 
By:
RMB Capital Management LLC, its investment manager
     
 
By:
  /s/ Laura Flentye
   
Name:  Laura Flentye
   
Title:  V.P., Business Administration
     
 
1837 Partners Ltd.
 
By:
RMB Capital Management LLC, its sub-advisor
     
 
By:
  /s/ Laura Flentye
   
Name:  Laura Flentye
   
Title:  V.P., Business Administration
     
 
1837 Partners QP LP
 
By:
RMB Capital Management LLC, its investment manager
     
 
By:
  /s/ Laura Flentye
   
Name:  Laura Flentye
   
Title:   V.P., Business Administration
     
 
1837 Partners LP
 
By:
RMB Capital Management LLC, its investment manager
     
 
By:
  /s/ Laura Flentye
   
Name:  Laura Flentye
   
Title:   V.P., Business Administration

5


Buyer:
MFP Partners, L.P.
 
By:
  /s/ Timothy E. Ladin
   
Name:  Timothy E. Ladin
   
Title:    General Counsel



6


Exhibit A

Seller
Total Shares
Iron Road Multi-Strategy Fund LP
111,864
Iron Road Diversified Fund LP
42,668
1837 Partners Ltd.
68,746
1837 Partners QP LP
109,514
1837 Partners LP
42,208
   
 
375,000

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