October 28, 20152016

Dear S&W Seed Company Stockholder:To our stockholders:

YouWe are cordially invitedpleased to invite you to attend the Annual Meeting2016 annual meeting of Stockholdersstockholders of S&W Seed Company, which willto be held at The Warwick San Francisco, 490 Geary Street, San Francisco, California, on Friday, December 11, 20159, 2016 at 10:00 a.m. Pacific Time.Standard Time at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California.

The matters expectedDetails regarding the business to be acted upon at the annual meetingconducted are described in detail in the accompanying Notice of Annual Meeting of Stockholders and the Proxy Statement.

ItYour vote 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 meetingvery important. Whether or not you plan to attend the annual meeting pleasewe hope you will vote as soon as possible. As an alternative to voting in person at the annual meeting,There are three ways that you may vote via thecan cast your ballot - by telephone, by Internet or by mailing the completed paper proxy card. Voting by either of these methods will ensure your representation atcard (if you request one). Please review the annual meeting. Returninginstructions included in the proxy does not deprive you of your right to attend the meeting and to vote your shares in person.Proxy Statement.

On behalf of the Board of Directors, I would like to thankThank you for your continuedongoing support and confidence, and wecontinued interest in S&W Seed Company. 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, 20159, 2016

To the Stockholders of S&W Seed Company:

The 20152016 annual meeting of stockholders (the "Annual Meeting") of S&W Seed Company, a Nevada corporation (the "Company") will be held on Friday, December 11, 20159, 2016 at 10:00 a.m. local time at t The WarwickWestin San Francisco 490 Geary Street, San Francisco,Airport, 1 Old Bayshore Highway, Millbrae, California, for the following purposes:

These items of business are more fully described in the proxy statementProxy Statement accompanying this Notice.

Any action on the items of business described above may be considered at the time and on the date specified above or at any other time and date to which the Annual Meeting may be property adjourned or postponed.

The record date for the Annual Meeting is October 15, 2015.19, 2016. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A list of stockholders entitled to vote will be available at the Annual Meeting and during business hours for 10 days prior 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 fill in, sign, date and return the attached proxy using the enclosed addressed envelope. By returning the enclosed proxy, you will not affect your right to revoke doing so in writing or to cast your vote in person should you later decide to attend the Annual Meeting.

The Board of Directors recommends that you vote FOR the proposals identified above.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to beBe Held on December 11, 2015:9, 2016 at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California.

Rules adopted byThe Proxy Statement and Annual Report to Stockholders (including the Securities and Exchange Commission allow companies to send stockholders a NoticeForm 10-K for the fiscal year ended June 30, 2016) are available free 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.charge at: wwwproxyvote.com.

By Order of the Board of Directors

President and Chief Executive Officer

Fresno, California
October 28, 20152016

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as described in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record 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 record holder.

S&W SEED COMPANY

PROXY STATEMENT
FOR THE 20152016 ANNUAL MEETING
OF STOCKHOLDERS OF S&W SEED COMPANY

The enclosed proxy is solicited by the Board of Directors (the "board""Board") of S&W Seed Company, a Nevada corporation (the "Company," "S&W," "we" or "our"), for use in voting at the 20152016 Annual Meeting of Stockholders (the "Annual Meeting") to be held at The Westin San Francisco Airport, on December 11, 2015,9, 2016, at 10:00 a.m. and at any adjournmentadjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

We have prepared these materials for our 2016 annual meeting of stockholders (the "Annual Meeting") to be held on Friday, December 9, 2016 at 10:00 a.m. Pacific Standard Time. S&W is soliciting proxies for use at the Annual Meeting, including any postponements or adjournments.

The Annual Meeting will be held at The Westin San Francisco Airport, located at 1 Old Bayshore Highway, Millbrae, California. You are invited to attend the Annual Meeting and requested to vote on the proposals described in this Proxy Statement (the "Proxy Statement").

These materials were first sent or made available to stockholders on October 28, 2016.

What is thisincluded in these proxy statement? materials?

• The BoardNotice of Directors has provided2016 Annual Meeting of Stockholders;
• This Proxy Statement for the Annual Meeting; and
• S&W's Annual Report on Form 10-K for the year ended June 30, 2016, as filed with the Securities and Exchange Commission (the "SEC") on September 15, 2016 (the "Annual Report").

If you withrequested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting.

Why did I receive a notice in connectionthe mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Beginning with its solicitation of proxiesthis Annual Meeting, in accordance with rules adopted by the CompanySecurities and Exchange Commission (the "SEC"), S&W has elected to be voteduse the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, we have sent a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders pursuant to which the Board is soliciting your proxy to vote at the Annual Meeting. Please note that throughout theseMeeting, including any adjournments or postponements thereof. Instructions on how to access the proxy materials weover the Internet or request a printed copy of the materials can be found in the Notice.

Stockholders may referfollow the instructions in the Notice to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings, and reduce the cost to S&W Seed Company as "S&W," "the Company," "we," "us" or "our." Theseassociated with the printing and mailing of materials.

S&W's proxy materials are first being mailedalso available atwww.swseedco.com/investors/annual-meeting-and-proxy/. This website address is included for reference only. The information contained on S&W's website is not incorporated by reference into this Proxy Statement.

We intend to mail the Notice on or about October 28, 2016 to all stockholders of record entitled to vote at the Annual MeetingMeeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or aboutafter November 7, 2016.

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What is the purpose ofitems will be voted on at the Annual Meeting? For stockholders to

There are three items scheduled for a vote onat the following proposals:Annual Meeting:

• 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. Wickersham 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. 3The election to the Plan)Board of the eight nominees named in this Proxy Statement (Proposal No. 1);
• to ratifyRatification of the appointmentselection of Crowe Horwath LLP as ourS&W's independent registered public accounting firm for the fiscal year ending June 30, 2016;2017 (Proposal No. 2); and
• Approval, on an advisory basis, onof the compensation of the Company's named executive officer compensation ("say-on-pay"); andofficers, as disclosed in the Proxy Statement (Proposal No. 3).

How doesit is the Boardintention of Directors recommend that youthe persons named in the accompanying proxy to vote on these proposals?upon such matters in accordance with their best judgment.

What are the Board's voting recommendations?

The Board recommends that you vote:vote your shares:

• FOR the"FOR" election of Messrs. Bornt, Fleming, Grewal, Harvey, Matina, Seidler, Smith, Wickersham and Wong;each of the nominees named in this Proxy Statement to the Board (Proposal No. 1);
• 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"FOR" ratification of the appointmentselection of Crowe Horwath LLP as ourS&W's independent registered public accounting firm for the fiscal year ending June 30, 2016;2017 (Proposal No. 2); and
• FOR the"FOR" approval, on an advisory basis, of the compensation of the Company's named executive officer compensation.officers, as disclosed in the Proxy Statement (Proposal No. 3).

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 atMay 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.
	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
●	Any other business that may properly come before the Annual Meeting.

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

What happens if additional matters are presented at the Annual Meeting?If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the proxyholders will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

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What constitutes a quorum?A quorum is the presence at 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 and any other matter than may properly come before 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.

Is 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 results of the vote?We intend to announce preliminary voting results at the Annual Meeting and 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 grants 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.

Who is soliciting votes and who will bear the cost for this proxy solicitation? We are soliciting the votes and will bear all expenses 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 material to such beneficial owners. Some of our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated, but 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 nominees and other institutional 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 or 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 only 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.

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

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How may you access our proxy materials and Annual Report on Form 10-K over the Internet?You may access this proxy 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 page 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 copies of the exhibits to the 2015 Annual Report? A copy of the 2015 Annual Report is enclosed with this proxy statement, but we have not included the exhibits to the 2015 Annual Report. The 2015 Annual Report includes a list of the exhibits that were filed with it, and we will furnish without charge a copy of any such exhibit to any person who requests one. For further 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, 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 boardBoard 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.

Are any of S&W's officers and directors interested in matters to be acted upon?

Other than the nominees' interest in the election of directors and the potential impact of the advisory vote on executive compensation, our officers and directors do not have any interest in the matters to be acted upon at the Annual Meeting.

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Who may vote at the Annual Meeting?

Each share of S&W's common stock has one vote on each matter. Only stockholders of record as of the close of business on October 19, 2016 (the "Record Date") are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 17,680,828 shares of S&W's common stock issued and outstanding, held by 23 holders of record. In addition to stockholders of record of S&W's common stock, beneficial owners of shares held in street name as of the Record Date can vote using the methods described below.

What is the mailing addressdifference between a stockholder of record and a beneficial owner of shares held in street name?

• Stockholder of Record.If your shares are registered directly in your name with S&W's transfer agent, Transfer Online, Inc. ("Transfer Online"), you are the stockholder of record with respect to those shares, and the Notice was sent directly to you by S&W.
• Beneficial Owner of Shares Held in Street Name.If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the "beneficial owner" of shares held in "street name," and a Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, trustee, or nominee how to vote your shares.

If I am a stockholder of record of S&W's shares, how do I vote?

If you are a stockholder of record, there are four ways to vote:

• In person.You may vote in person at the Annual Meeting by requesting a ballot when you arrive. You must bring valid photo identification such as a driver's license or passport and may be requested to provide proof of stock ownership as of the Record Date. In order for your vote to be counted, you must hand your completed ballot to the person who will be designated by the Chairman at the meeting, and your ballot will then be provided to the inspector of election.
• Via the Internet.You may vote by proxy via the Internet by visiting www.proxyvote.com and following the instructions provided in the Notice.
• By Telephone.You may vote by proxy by calling the toll free number found in the Notice and following the recorded instructions and the instructions found in the Notice.
• By Mail.If you request printed copies of the proxy materials by mail, you will receive a proxy card, and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

If I am a beneficial owner of shares held in street name, how do I vote?

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 annual 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.

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If you are a beneficial owner of shares held in street name, there are four ways to vote:

• In person.If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a "legal proxy" from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot from an usher when you arrive. You must also bring valid photo identification such as a driver's license or passport. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to the person who will be designated by the Chairman at the meeting, and your ballot will then be provided to the inspector of election.

• Via the Internet.You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice. The availability of Internet voting may depend on the voting process of the organization that holds your shares.
• By Telephone.You will receive a voting instruction form and you may vote by proxy by calling the toll free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.
• By Mail.If you request printed copies of the proxy materials by mail, you will receive a voting instruction form, and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.

What is the quorum requirement for the Annual Meeting?

A majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:

• Are entitled to vote and you are present in person at the Annual Meeting; or
• Have properly voted by proxy on the Internet, by telephone or by submitting a proxy card or voting instruction form by mail.

Under Nevada law, unless the articles of incorporation or bylaws provide otherwise, a quorum is calculated based on the voting power present in person or by proxy, regardless of whether the proxy has authority to vote on all matters. Consequently, broker non-votes and withheld votes will be counted towards the presence of a quorum for holding the Annual Meeting.

At least 8,840,415 shares of common stock must be present at the Annual Meeting in order to have a quorum and conduct the Annual Meeting. If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.

How are proxies voted?

All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder's instructions.

What happens if I do not vote or give specific voting instructions?

Stockholders of Record.If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or in person at the Annual Meeting, your shares will not be voted. If you are a stockholder of record and you:

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• Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or
• Sign and return a proxy card without giving specific voting instructions,

then the persons named as proxy holders, Mark S. Grewal and Matthew K. Szot, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote your shares in their discretion on "routine" matters but cannot vote on "non-routine" matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote."

Which proposals are considered "routine" or "non-routine"?

The ratification of the selection of Crowe Horwath LLP as S&W's independent registered public accounting firm for the fiscal year ending June 30, 2017 (Proposal No. 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal No. 2.

Each of the other proposals, including the election of directors (Proposal No. 1), and the advisory approval of the compensation of S&W's named executive officers (Proposal No. 3), are considered non-routine matters under applicable rules. A broker or other nominee may not vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposal No. 1 and Proposal No. 3.

What is the voting requirement to approve each of the proposals?

With respect to the election of directors (Proposal No. 1), S&W's bylaws provide that our directors are elected in uncontested elections by a majority vote. In contested director elections, elections in which the number of nominees exceeds the number of directors to be elected, the directors are 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 as such, 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.

Approval of Proposals No. 2 and No. 3 requires, in each case, the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting.

How are broker non-votes and abstentions treated?

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 not count against the approval of any particular proposal.

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In order to minimize the number of broker non-votes, S&W Seed Company's principal executive offices? Our principal executive officesencourages you to provide voting instructions on each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice and our mailing address isthe voting instruction form.

May I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to S&W's Secretary at 7108 North Fresno Street, Suite 380, Fresno, CA 93720. Any written requests93720, prior to the Annual Meeting.If you are a beneficial owner, please contact your organization for additional information, copiesspecific instructions for changing your vote and make sure that you plan for sufficient time for your organization to meet the time deadline for delivering your revised votes or your original votes will stand.

Is my 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 S&W or to third parties, except:

• To allow for the tabulation and certification of thesevotes;
• To facilitate a successful proxy materialssolicitation; and
• As necessary to meet applicable legal requirements or ourto assert or defend claims for or against S&W.

If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to S&W's management and the Board to review your comments.

Who will serve as the inspector of election?

A representative from Transfer Online will serve as the inspector of election.

Where may I find the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. S&W will publish the final voting results in a Current Report on Form 10-K for8-K within four business days following the fiscal year ended June 30, 2015, notices of stockholder proposals, recommendations for candidates to the Board of Directors, communications to the Board of Directors or any other communications should be sent to this address.Annual Meeting.

May I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?

You may present proposals (including nominations for election of directors) to be considered for inclusion in next year's proxy materials or for action at a future annual meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our bylaws, as applicable. In order

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To be considered for a stockholder proposal to be includedinclusion in ournext year's proxy statement and form of proxy for our 2016 Annual Meeting of Stockholders under rules set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), thematerials, your proposal must be receivedsubmitted in writing to our Corporate Secretary by us no later than July 5, 2016. All proposalsJune 30, 2017.

For nominations or other business to be properly brought before the 2017 annual meeting, you must comply with Rule 14a-8have given timely notice in proper written form to our Corporate Secretary and any such proposed business must constitute a proper matter for stockholder action under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposalsNevada Revised Statutes. To be timely, your notice must be delivered to our Secretary by mail at 7108 Northprincipal executive offices in 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, meaningCalifornia between August 13, 201611, 2017 and September 12, 2016. If10, 2017; provided, however, that in the event that the date of the 2016 Annual Meeting2017 annual meeting is more than 30 days before or more than 60 days after the anniversary date of our 2015 Annual Meeting,December 9, 2017, your notice by the stockholder must be received noso delivered not earlier than 120 daysthe close of business on the 120th day prior to the 2016 Annual Meeting2017 annual meeting and nonot later than the close of business on the later of (i) the 90th day prior to the date of the 2016 Annual Meetingsuch annual meeting or (ii) the 10th day following the dateday on which public announcement of the date of the 2016 Annual Meetingsuch 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.

Where should I send proposals and director nominations for the 2017 annual meeting of stockholders?

6Stockholder proposals and director nominations must be delivered to our Corporate Secretary by mail at 7108 North Fresno Street, Suite 380, Fresno, CA 93720, or by email at secretary@swseedco.comand received by our Secretary by the dates set forth above.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. 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, if applicable, this Proxy Statement and the Annual Report to multiple stockholders who share the same 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 Statement and the Annual Report to any stockholder at a shared address to which S&W delivered a single copy of any of these documents.

To receive, free of charge, a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, or 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 following:

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact Lytham Partners using the contact information above.

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Stockholders who hold shares in "street name" may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

How may I obtain copies of the exhibits to the 2016 Annual Report? 

A copy of the 2016 Annual Report is enclosed with this Proxy Statement, but we have not included the exhibits to the 2016 Annual Report. The 2016 Annual Report includes a list of the exhibits that were filed with it, and we will furnish without charge a copy of any such exhibit to any person who requests one. For further information, contact Lytham Partners through the contact information provided above. Our 2016 Annual Report and our other filings with the Securities and Exchange Commission (the "SEC"), including the exhibits, are also available at no cost at the SEC's website,www.sec.gov and on our website atwww.swseedco.com/investors.

What is S&W's fiscal year?

S&W's fiscal year ends on June 30. All information presented in this Proxy Statement is based on our fiscal calendar.

Who is paying the costs of this proxy solicitation?

S&W is paying the costs of the solicitation of proxies. S&W has retained Broadridge and Transfer Online to assist in the printing and distribution of proxy materials. We have agreed to pay Transfer Online and Broadridge fees of approximately $22,050. Transfer Online serves as our liaison with Broadridge. If you have any questions regarding distribution of the proxy materials, you may contact Daniel Harris at Transfer Online. Transfer Online may be reached at (503) 227-2950.

S&W must also pay brokerage firms, banks, broker-dealers and other similar organizations representing beneficial owners certain fees associated with:

• Forwarding the Notice to beneficial owners;
• Forwarding printed proxy materials by mail to beneficial owners who specifically request them; and
• Obtaining beneficial owners' voting instructions.

In addition to solicitations by mail, S&W's directors, officers, and employees, without additional compensation, may solicit proxies on S&W's behalf in person, by telephone or by electronic communication.

Where are S&W's principal executive offices located and what is S&W's main telephone number?

S&W's principal executive offices are located at 7108 Fresno Street, Fresno, California 93720. S&W's main telephone number is (559) 884-2535.

How can I attend the Annual Meeting?

Only stockholders as of the Record Date are entitled to attend the Annual Meeting. Stockholders may be requested to present valid photo identification such as a driver's license or passport and, if asked, provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets or computers is not permitted at the Annual Meeting without prior consent of the Chairman of the Board.

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Even if you plan on attending the Annual Meeting in person, we encourage you to vote your shares in advance using one of the methods outlined in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting.

INFORMATION REGARDING OUR BOARD OF DIRECTORS, MEETINGSCORPORATE GOVERNANCE AND COMMITTEESEXECUTIVE OFFICERS

General Information About Our Board

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-termlong- term interests of our company and our stockholders regarding a broad range of subjects including:

• selecting and evaluating the performance of our Chief Executive Officer and other senior executives;
• reviewing and approving major financial, strategic and operating decisions and other significant actions;
• overseeing the conduct of our business and the assessment of our business risks to evaluate whether our business is being properly managed; and
• overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with law and ethical standards.

Members of the Board of Directors monitor and evaluate our business performance through regular communication with our chief executive officer and other members of senior 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, 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 beare 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 shallwill promptly tender his or her conditional resignation following certification of the vote. The Nominating and Governance Committee shallwill 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.

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Our Board has determined that Messrs. Fleming,Fischhoff, Matina, Seidler, Smith, Wickersham and Wong, representing sixfive of the nine directorseight nominees standing for reelection,election, 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 nineeight director-nominees named in the following summary be elected as our directors, each to hold office until the 20162017 Annual Meeting of Stockholders and until their successors are elected and qualified or their earlier resignation or removal.

Information Regarding the Nominees

The Nominating and Governance Committee of the Board recommended, and the full Board of Directors has approved, Glen D. Bornt, David A. Fischhoff, Ph.D., Mark S. Grewal, Mark J. Harvey, Alexander C. Matina, Charles (Chip) B. Seidler, Grover T. Wickersham and Mark W. Wong as nominees for election as directors at the Annual Meeting. If elected, each of the directors will serve until the 2017 annual meeting of stockholders, and until a successor is qualified and elected or until his earlier death, resignation or removal. Other than Dr. Fischhoff, each of the nominees is currently a director of our company.

Michael (Mick) M. Fleming, who has served on our Board since the corporation's inception in 2009 and who has served as our Lead Director, Chairman of the Audit Committee and Chairman of the Compensation Committee, is not standing for re-election at the Annual Meeting. His term will expire at the conclusion of the Annual Meeting. We wholeheartedly thank Mr. Fleming for his many years of service and his support of our company.

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)58)
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 Board of Directors believesbelieve 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. FlemingDavid A. Fischhoff, Ph.D. (Age 66)63)
Member, Ryan, Swanson & Cleveland, PLLCDavid Fischhoff Consulting LLC

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, andDr. David A. Fischhoff is specializing in real estate, dispute resolution, securities and environmental matters.a director nominee. He has also been the president33 years of experience in agricultural research and ownerdevelopment ("R&D") across a broad range of Kidcentre, Inc., a companytechnologies, product development and business development in the business of providing child care services in Seattle, since July 1988. Since April 1985,areas including biotechnology, plant breeding, genomics, precision agriculture and data science. In addition to R&D leadership, he has also been the presidentexpertise in new technology identification, assessment and owneracquisition; technology licensing; establishment and management of Fleming Investment Co., an investment company. Since 1997, he has served asresearch collaborations; and intellectual property management and defense. Dr. Fischhoff recently retired after 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 of33-year career with

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California, Hastings CollegeMonsanto Company and currently serves as an independent consultant and advisor. With Monsanto, he most recently served from 2014 to 2016 as Chief Scientist of The Climate Corporation, a subsidiary of Monsanto that develops and provides digital agriculture products and services for farmers. At The Climate Corporation, he led R&D teams in data science, field research and new measurement technologies. Prior to this, from 2002 to 2014, he was Vice President for Technology Strategy and Development at Monsanto with responsibilities for scientific strategy, identification of new growth opportunities, assessment and acquisition of new technologies, and oversight of Monsanto's research portfolio. Dr. Fischhoff is internationally recognized as a founder of agricultural biotechnology. He was responsible for the development of insect resistant transgenic crops (i.e., Bt crops), which today are a primary tool for insect control in corn, cotton and soybean in multiple countries. He is the co-inventor of the Law. Mr. Fleming hassynthetic gene technology for expression of Bt genes in plants, which is the enabling technology for all insect resistant crops today. Dr. Fischhoff served onas the Boardscientific expert in the acquisition by Monsanto of Directorsmultiple biotech and seed companies, including Agracetus, Calgene, Ecogen, Dekalb and Asgrow. He initiated and led Monsanto's plant genomics research program, and from 1998 to 2002 he was Co-President of Big BrothersCereon Genomics LLC, a collaborative research venture between Monsanto and Big SistersMillennium Pharmaceuticals; and he played leadership roles in the establishment and management of Puget Sound since 2002genomics research collaborations with Mendel Biotechnology, Paradigm Genetics and Ceres.

Dr. Fischhoff received his S.B. in Biology from the Massachusetts Institute of Technology and a Ph.D. in Genetics and Molecular Biology from The Rockefeller University. He was Chairmanthe recipient of the Boardfirst Innovation Prize for Agricultural Technology from the American Society of DirectorsPlant Biologists in 2015 for 2008/2009.his work on insect resistant crops, and the James B. Eads Award for outstanding achievement in technology from the Academy of Science of St. Louis in 2010. Dr. Fischhoff is also the recipient of Monsanto's two highest awards for science and technology. He was elected in 2013is the inventor on key patents related to serve as Trusteeinsect resistant plants, an author of the Board of University of California, Hastings College of the Law.more than 25 scientific publications, and an invited speaker at numerous national and international symposia. The Nominating and Governance Committee and the Board of Directors believeare honored that Mr. Fleming should be re-electedDr. Fischhoff has agreed to serve on our Board and are confident that his wealth of experience in agriculture, genetics and technology will help guide 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.in the years to come.

Mark S. Grewal (Age 59)60)
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

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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)61)
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. In addition to his duties as Chairman, he actively supports our sales and marketing efforts. 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- acre10,000-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)40)
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.2015. 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 Chairmanon the board of the Boarddirectors of Trinity Place Holdings, Inc., a publicly traded real estate company and as its Chairman of the Board since November 2013. Since August 2007, Mr. Matina has also served as an adjunct professor of financial modelingfinance 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 companiescompanies. For these reasons, the Nominating and Governance Committee and the Board of Directors believe that Mr. Matina should be re-electedre- elected to the Board.

Charles (Chip) B. Seidler (Age 38)39)
Executive Director, Nomura Securities

Mr. Seidler was elected to our Board in June 2010. Commencing in June 2010, Mr. Seidler joined Nomura Securitiesbegan serving as an executive director and senior member of a proprietary trading group of Nomura Securities in New York, New York in June 2010. Prior thereto, fromYork. From January 2007 through June 2010, Mr. Seidler held various senior positions at

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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)67)
Vice Chairman of the Board, S&W Seed Company
Private Investor, Vice Chairman of SenesTech, Inc.,
Chairman of Eastside Distilling, Inc.

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 our Vice Chairman. Since 1996, Mr. Wickersham ishas been 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,private securities. 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 servedalso serves, (i) since July 2016, as the Chairman of the Board of TrusteesEastside Distilling, Inc., an OTCQB-traded producer and "micro" distiller of spirits; (ii) since December 2015, as the Vice Chairman of the Board of SenesTech, Inc., a private company that has developed proprietary technology for managing animal pest populations through fertility control; and (iii) since May 2015, as Vice Chairman of Arbor Vita Corporation, a private company that has developed a test for detecting certain types of cancer. From 1996 until its voluntary liquidation and dissolution in 2016, Mr. Wickersham served as the chairman of the board of trustees of The Purisima Fund,Funds, a trust that operated two series of mutual fundfunds advised by Fisher Investments of Woodside, California. In addition to the chairmanships noted above, Mr. Wickersham also serves on the board of directors of Verseon Corporation, a London AIM-listed pharmaceutical development company Mr. Wickersham is admitted to practice by the California which fundState Bar and has assets under management of approximately $375 million. Betweenspecialized in securities law. From 1976 andto 1981, Mr. Wickersham served as a Staff Attorney,staff attorney, and then as a Branch Chief,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(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 early

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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 DirectorsLaw). We believe that Mr. Wickersham should be re-electedis qualified to the Boardserve as a member of our board of directors 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 directorVice Chairman. Accordingly, the Nominating and Governance Committee and the Board of Directors believe that Mr. Wickersham should be re-elected to the Company.Board.

Mark W. Wong (Age 66)67)
Chairman, American Dairy Co.Dairyco

MarkMr. 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. Mr. Wong was a founder and, since 2009, has been a partner of Colorado Financial Holdings (CFH), a private venture investment and investment bank that specializes in the agricultural, energy and biotechnology sectors.

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Since January 2012, Mr. Wong has served as Chairman of American Dairy Co.,Dairyco, Ponte Vedra, Florida, the owner and operator of dairies in the southeastFlorida and south central United States. SinceGeorgia, which is a venture jointly owned by CFH. Between 2008 andDecember 2015, he has beenserved either as Chairman of the Board or chief executive officer of Agrivida, a private company that is developing and commercializing high- performancehigh-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,From January 2016 to February 2016, Mr. Wong served as Acting President and Chief Executive Officer of Arcadia Biosciences, Inc., a publicly-traded agricultural biotechnology trait company for which he also served on the board from May 2006 until February 2016. Mr. Wong was the Chief Executive Officer of Renewable Agricultural Energy Corporation, a private ethanol production company, from 2006 to 2007. Prior to that time, was the founder and, chief operating officer, from 1999 to 2006,2005, chief executive officer of Emergent Genetics, Inc., an international seed biotech company that was sold to Monsanto Company in 2005. Mr. Wong founded and from 2009 to the present, he ismanaged a founder and partner at Colorado Financial Holdings, a private venture investment and investment bank that specializes in theseries of other agricultural energy and biotechnology sectors. He also has previous founding and management experience in these areas,companies, including from 1987 to 1992,Big Stone Partners, Agracetus (CEO),Corporation, a plant biotechnology company; from 1979company that was sold to 1987,Monsanto and Agrigenetics (Founder and COO),Corporation, a seed and biotechnology company; from 1990company that was sold to 1999, Big Stone Partners (Partner),Dow Chemical. Mr. Wong also worked as an agribusiness consulting firm,engineer for FMC Corporation and from 2009 to 2014,Chemical Construction Corporation. Mr. Wong served as a director of BioFuel Energy Corp. (Chairman), a publicly traded corn ethanol company.company, from January 2008 until October 2014, and Chair from March 2010 to October 2014, when it was renamed Green Brick Partners following an acquisition and recapitalization transaction. Mr. Wong also serves on the boardsreceived his Bachelor of Arcadia Biosciences, Inc., Biotechnology Industry Organization and Anuvia Plant Nutrients. Mr. Wong holds a B.S.Science degree in Chemical Engineering from Lehigh University and anhis M.B.A. from Thethe Wharton School of Finance.Business at the University of Pennsylvania. Mr. Wong'sWong provides the Board with a wealth of experience includes operations management, technology assessment,in the agricultural and energy industries, and, given his background in agriculture, engineering and 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 Directors

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. With respect to the Audit Committee the Committee delegated to its Chairman the responsibility 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 20152016 for each of the standing committees:

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As of October 20, 2015,24, 2016, the members of the Audit Committee are Messrs. Fleming, Matina Seidler and Smith.Seidler. Mr. Fleming serves as current 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.executive and audit committee chair. 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:

• selecting, hiring and terminating our independent auditors;
• evaluating the qualifications, independence and performance of our independent auditors;
• approving the audit and non-audit services to be performed by the independent auditors;
• overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
• with management and our independent auditors, reviewing any earnings announcements and other public announcements regarding our results of operations;
• reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and annual and quarterly reports on Forms 10-K and 10-Q; and
• providing to the Board of Directors information and materials to make the Board of Directors aware of significant financial and audit-related matters that require the attention of the Board of Directors.

The Audit Committee acts under a written charter adopted and approved 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 statementProxy Statement on page 49.43.

As of October 20, 2015,24, 2016, the members of the Compensation Committee are Messrs. Fleming, Matina Nordstrom and Wong. Mr. FlemingWong 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.

Typically, the Compensation Committee meets approximately four times per yearand with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chairman of the Board.The Compensation Committee meets regularly in executive session. However, from time to time, other directors and outside advisors or consultantsmay be invited to participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives.

The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. The Compensation Committee has the authority to obtain, at our expense, such advice or assistance from consultants, legal counsel, accounting or other advisors as it deems appropriate to perform its duties. Without limiting the generality of the foregoing, the Compensation Committee may retain or obtain the advice of compensation consulting firms to assist in the performance of its duties and to determine and approve the terms, fees and costs of such engagements. Under its charter, prior to selecting, or receiving advice from, any consultant or advisor, the Compensation Committee is required to consider the independence of such advisor based on any applicable criteria specified by the SEC or Nasdaq, including the independence factors listed in Nasdaq Rule 5605(d)(3). However, the Compensation Committee is not prohibited from obtaining advice from advisors that it determines are not independent. During fiscal 2016, the Compensation Committee did not retain the services of any outside consultants.

The specific determinations of the Compensation Committee with respect to executive compensation for fiscal 2016 are described in greater detail in the Executive Compensation section of this Proxy Statement.

As of October 20, 2015,24, 2016, 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- qualityhigh-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

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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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• assisting our Board of Directors in identifying prospective director nominees and recommending to our Board of Directors the director nominees for each annual meeting of stockholders;

● evaluating the performance of current members of our Board of Directors;	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;
●	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 copyDirectors and its committees with applicable laws and regulations, including those promulgated by the rules of the charterSEC and Nasdaq; and

• overseeing the evaluation of our NominatingBoard of Directors and Governance Committee is available on the Investors page on our website located atwww.swseedco.com.recommending compensation of Board members.

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"What is the process and deadline to nominate individuals for considerationelection as directors at next year'sthe 2017 annual meeting of stockholders or nominate individuals to serve as directors?stockholders?" 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.

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.

During fiscal 2016, the Board of Directors established a "working" Financing Committee to provide ad-hoc recommendations and guidance to the full Board on issues related to the financing of the Company. The Financing Committee serves at the pleasure of the Board and the chairman. The members of the Financing Committee included Messrs. Seidler, Smith and Wong until the Financing Committee was

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reconstituted in March 2016. As of October 24, 2016, the Financing Committee consists of Messrs. Seidler, Matina and Wickersham, with Mr. Seidler serving as chairman. To date, the members of the Financing Committee have served without compensation for their work in that capacity. It is anticipated that in fiscal 2017, the Board will adopt a charter governing the Financing Committee, which will, thereafter, assume specific, ongoing responsibilities, and its members will be compensated for attendance at meetings of the committee.

In fiscal 2014, the Board of Directors established a "working" Acquisitions Committee that has provided ad-hoc recommendations and guidance to the full Board in connection with identifying and pricing potential acquisition candidates and transactions. The Acquisitions Committee serves at the pleasure of the Board and the chairman. As of October 24, 2016, the Acquisitions Committee includes Messrs. Grewal, Harvey, Matina and Wong, with Mr. Matina serving as chairman. To date, the members of the Acquisitions Committee have served without compensation for their work in that capacity. It is anticipated that in fiscal 2017, the Board will adopt a charter governing the Acquisitions Committee, which will, thereafter, assume specific, ongoing responsibilities, and its members will be compensated for attendance at meetings of the committee.

In December 2014, the Board established a specialworking committee for the purpose of aiding Mr. Harvey in conducting and better managing the day to day operations of the business.addressing matters that may need or would benefit from board involvement between meetings. The current members of the Executive Committee who served in fiscal 2016 are Messrs. Bornt, Harvey and Nordstrom, who is chairman of the board of our Australian subsidiary Seed Genetics International Pty Ltd., each of whom was chosen because of theirhis extensive personal experience in agricultural operations and the seed business. Mr. Harvey chairs the Executive Committee, which.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 meets on an as- needed basis and, when pertinent, reports back to the boardfull Board on its decisions or its recommendations, either at quarterly board meetings or on an interim basis as necessary.in between meetings by email or other forms of communication.

Board Independence

OurAt all times throughout fiscal 2016, our Board consisted of Directors is predominantly independent.a majority of independent directors. Of our nine continuing directors,eight director nominees, only one is an employee. We haveOur Board consults with our counsel to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Our Board has affirmatively determined that sixfive of our nine directors or director nominees who are standing for reelection,election, namely Dr. Fischhoff and 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. In making this determination, our Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

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.directors at least four times per year in connection with regularly-scheduled Board meetings and holds executive sessions at other times throughout the year as needed or desired. These directors may designate one of their number to preside at each session, although it need not be the same

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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 duringmet eight times in 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.2016. Each director attended at least 75%member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of ourthe Board held during the period for which such person has been a director, and (ii) the committeestotal number of meetings held by each committee of the Board on which such directorperson served during fiscal year 2015.

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the periods that such person served.

Board Attendance at Annual Stockholder Meetings

Our Board membersdirectors 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 20142015 Annual Meeting, and we expect all of our current director nominees to attend the 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 company and our stockholders. Currently, we separate the role of Chairman and Chief Executive Officer, with Mr. Harvey serving as the Chairman and Mr. Grewal serving as Chief Executive Officer. The Board believes that this separation is presently appropriate as it allows the Chief Executive Officer to focus primarily on leading the day-to-day operations 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 of the Board of Directors. The Chairman may be replaced at any time by a vote of a majority of the Board of Directors then serving; provided, however, that the Chairman may not be removed as a director of the Company except in accordance with the Nevada Revised Statutes, our bylaws, and other applicable law.

In fiscal 2015,2016, our independent directors designated Michael (Mick) 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

• advising and responsibilities, which include:consulting with the Chairman regarding the information, agendas and schedules of Board and Board Committee meetings;

●	advising and consulting with the Chairman regarding the information, agendas and schedules of Board and Board Committee meetings;
●	advising the Chairman as to the quality, quantity and timeliness of the information submitted by management to the independent directors;
●	recommending to the Board and the Board Committees the retention of advisers and consultants to report directly to the Board;
●	calling meetings of the independent directors, as appropriate, and serving as chairman of such meetings;
●	serving as principal liaison between the independent directors and the Chairman and between the independent directors and senior management;
●	ensuring that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management being present;
●	communicating to management, as appropriate, the results of private discussions among independent directors; and
●	responding directly to stockholder and other stakeholder questions and comments that are directed to the lead independent director or to the independent directors as a group.

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• advising the Chairman as to the quality, quantity and timeliness of the information submitted by management to the independent directors;
• recommending to the Board and the Board Committees the retention of advisers and consultants to report directly to the Board;
• calling meetings of the independent directors, as appropriate, and serving as chairman of such meetings;

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• serving as principal liaison between the independent directors and the Chairman and between the independent directors and senior management;
• ensuring that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management being present;
• communicating to management, as appropriate, the results of private discussions among independent directors; and
• responding directly to stockholder and other stakeholder questions and comments that are directed to the lead independent director or to the independent directors as a group.

As noted elsewhere, Mr. Fleming is not standing for re-election at the Annual Meeting. It has not been determined whether the Board will designate a new Lead Director to fill the vacancy created by Mr. Fleming's departure.

Board Risk Oversight

Our Board of Directors, as 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 management of the material risks we face. In its oversight role, our Board of Directors has the responsibility 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 available 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.

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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-mailEmail 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 atwww.swseedco.com/investors.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

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

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recommendations to the Board, in the event it determines changes 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. TheWhile the Committee has not retained a compensation structure inconsultant since fiscal 2015 remained in line with the prior year. The Committee2014, it could retain such independent advice in the future.

Director Summary Compensation Table

The following table summarizes the fiscal 20152016 compensation earned by each person who served on the Board at any time during fiscal 2015,2016, other than Mr. Grewal, whose compensation is described under "Executive Compensation" beginning on page 40.30.

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Directors who are also our employees do not receive any additional compensation for their service on the board. Non-employeeOther than our Chairman and Vice Chairman of 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 (through December 2015), as well as serving as lead independent director, iswas paid an additional $20,000 per year cash retainer in fiscal 2016 for his service in those capacities. In fiscal 2015,2016, the Chairman of the Board and the Vice Chairman of the Board were paid an additional annual stipend of $125,000$175,000 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 by2016 to 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. VenemanNordstrom served on the Board until the 2014 Annual Meeting2015 annual meeting in December 2014.2015, and Mr. WongSmith resigned from the Board in March 2016.