0001140361-13-015719 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR RBT PRO, LLC a Delaware limited liability company
Limited Liability Company Agreement • April 5th, 2013 • RiceBran Technologies • Grain mill products • Delaware

RiceBran Technologies, a California corporation (“RBT”), and WONA Inc., a Delaware corporation (“WONA” and together with RBT, “Members”), agree, effective as of April 2, 2013 (the “Effective Date”), as follows:

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SUBLICENSE AGREEMENT
Sublicense Agreement • April 5th, 2013 • RiceBran Technologies • Grain mill products • Delaware

This Sublicense Agreement (“Agreement”) is made to be effective as of April 2, 2013 (“Effective Date”) by and between RBT PRO LLC, a Delaware limited liability company with principal offices located at 6720 N Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“RBT PRO”), and RiceBran Technologies, a California corporation with principal offices located at 6720 N Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“RBT”). “Parties” shall mean RBT PRO and RBT collectively, and “Party” shall mean any one of the Parties.

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 5th, 2013 • RiceBran Technologies • Grain mill products • Delaware

This Membership Interest Purchase Agreement (the “Agreement”) is made as of April 2, 2013 (the “Effective Date”) by and among RiceBran Technologies, a California corporation (“RBT”), WONA Inc, a Delaware Corporation (“WONA”), and RBT PRO, LLC, a Delaware limited liability company (“Company”).

SUBLICENSE AGREEMENT
Sublicense Agreement • April 5th, 2013 • RiceBran Technologies • Grain mill products • Delaware

This Sublicense Agreement (“Agreement”) is made to be effective as of April 2, 2013 (“Effective Date”) by and among RBT PRO LLC, a Delaware limited liability company with principal offices located at 6720 N Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“RBT PRO”), RiceBran Technologies, a California corporation with principal offices located at 6720 N Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“RBT”) and Wilmar (Shanghai) Biotechnology Research & Development Center Co., Ltd, a company incorporated in the People’s Republic of China (“WBRDC"). “Parties” shall mean RBT PRO, RBT and WBRDC collectively, and “Party” shall mean any one of the Parties.

CROSS LICENSE AGREEMENT
Cross License Agreement • April 5th, 2013 • RiceBran Technologies • Grain mill products • Delaware

This Cross License Agreement (“Agreement”) is made to be effective as of April 2, 2013 (“Effective Date”) by and between RiceBran Technologies, a California corporation (“RBT”), and Wilmar (Shanghai) Biotechnology Research & Development Center Co., Ltd, a company incorporated under the laws of the People’s Republic of China (“WBRDC”). The parties agree as of the Effective Date as follows:

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