0001140361-06-007483 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2006 • Nutracea • Grain mill products

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2006, 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2006 • Nutracea • Grain mill products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2006, 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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