0001140361-05-007967 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 4th, 2005 • Nutracea • Grain mill products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2005, by and among NutraCea, a California corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 4th, 2005 • Nutracea • Grain mill products

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, 2005, among NutraCea, a California corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).

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