0001140361-07-003918 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 20th, 2007 • Nutracea • Grain mill products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2007, between NutraCea, a California corporation (the “Company”), and each purchaser 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 • February 20th, 2007 • Nutracea • Grain mill products

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 15, 2007, among NutraCea, a California corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT NUTRACEA
Nutracea • February 20th, 2007 • Grain mill products

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NutraCea, a California corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, no par value (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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