Diamond Ranch Foods, Ltd., NEW Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 10th, 2014 • Plandai Biotechnology, Inc. • Pharmaceutical preparations • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 4, 2014, by and between PLANDAÍ BIOTECHNOLOGY, INC., a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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PURCHASE AGREEMENT
Purchase Agreement • February 10th, 2014 • Plandai Biotechnology, Inc. • Pharmaceutical preparations • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of February 4, 2014, by and between PLANDAÍ BIOTECHNOLOGY, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

LAND BANK
Land Bank • May 7th, 2012 • Plandai Biotechnology, Inc. • Pharmaceutical preparations
REVOLVING LOAN FACILITY AGREEMENT
Revolving Loan Facility Agreement • May 7th, 2012 • Plandai Biotechnology, Inc. • Pharmaceutical preparations
SECURITY CESSION OF INSURANCES
Plandai Biotechnology, Inc. • May 7th, 2012 • Pharmaceutical preparations
PROFIT SHARE AGREEMENT
Profit Share Agreement • May 7th, 2012 • Plandai Biotechnology, Inc. • Pharmaceutical preparations
TERM LOAN FACILITY AGREEMENT
Term Loan Facility Agreement • May 7th, 2012 • Plandai Biotechnology, Inc. • Pharmaceutical preparations
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 19th, 2014 • Plandai Biotechnology, Inc. • Pharmaceutical preparations • New York

This Amendment No. 1 (this “Amendment”) to that certain Registration Rights Agreement, dated as of February 4, 2014 (the “Agreement”), by and between PLANDAÍ BIOTECHNOLOGY, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”), is entered into as of February 19, 2014 (the “Amendment Date”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 23rd, 2011 • Diamond Ranch Foods, Ltd., NEW • Meat packing plants

NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:

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