X0306 4 2018-08-31 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K 106 K STREET, SUITE 300 SACRAMENTO CA 95814 0 1 0 0 EVP Finance & Admin and CFO Restricted Stock Units 2018-08-31 4 A 0 12469 0 A 2018-10-01 Common Stock 12469 12469 D Employee Stock Options (right to buy) 3.2 2018-08-31 4 A 0 33250 0 A 2018-10-01 2028-08-31 Common Stock 33250 33250 D Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock upon vesting of that RSU. The closing price of the Issuer's common stock on the date of this RSU award was $3.20. The RSUs vest quarterly over three years on the first day of each fiscal quarter, commencing on October 1, 2018 and continuing thereafter on the first day of each succeeding fiscal quarter through and including July 1, 2021, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 1,039 RSUs, and the 12th installment will vest an aggregate of 1,040 RSUs. The RSUs and options were granted pursuant to the Issuer's Amended and Restated 2009 Equity Incentive Plan. The options vest in 12 quarterly installments over three years, commencing on October 1, 2018 and continuing thereafter on the first day of each succeeding fiscal quarter to and including July 1, 2021, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 2,770 options, and the 12th installment will vest an aggregate of 2,780 options. /s/ Matthew K. Szot 2018-09-04