CONFIDENTIAL Bradley D. Edson President & Chief Executive Officer NutraCeaPlacement Agent Agreement • October 20th, 2008 • Nutracea • Grain mill products • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2008 • Nutracea • Grain mill products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 16, 2008, is by and among NutraCea, a California corporation with offices located at 5090 N. 40th Street, Suite 400, Phoenix, Arizona 85018 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF SERIES A WARRANT] NUTRACEA Warrant To Purchase Common StockWarrant to Purchase Common Stock • October 20th, 2008 • Nutracea • Grain mill products • New York
NutraCea, a California corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (subject to adjustment as provided herein) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one
FORM OF SERIES B WARRANT] NUTRACEA Warrant To Purchase Series D Convertible Preferred StockWarrant Agreement • October 20th, 2008 • Nutracea • Grain mill products • New York
NutraCea, a California corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Series D Preferred Stock (as defined below) (including any Warrants to Purchase Series D Preferred Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (subject to adjustment as provided herein) fully paid and nonassessable shares of Series D Preferred Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have th
