COMMON STOCK PURCHASE WARRANT RICEBRAN TECHNOLOGIESRiceBran Technologies • December 11th, 2013 • Grain mill products • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (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 that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ricebran Technologies, a California corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
RICEBRAN TECHNOLOGIES UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • New York
RiceBran Technologies, a California corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of _______ shares (the “Shares”) of common stock, no par value per share, of the Company (the “Common Stock”), together with warrants to purchase an aggregate of ___________ shares of Common Stock at an exercise price equal to $__ per share (each a “Warrant” and collectively, the “Warrants”). Each Share shall be accompanied by a Warrant to purchase one additional share of Common Stock.
WARRANT AGREEMENT RICEBRAN TECHNOLOGIES and AMERICAN STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of December ___, 2013Warrant Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December ___, 2013, is by and between Ricebran Technologies, a California corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • California
This Second Amended and Restated Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of November 13, 2013 (“Effective Date”), is executed by RiceBran Technologies, a California corporation (“RBT”), The RiceX Company, a Delaware corporation (“RiceX”), and Rice Science, LLC, a Delaware limited liability company (“Rice Science”, and together with RiceX and RBT, the “Company”), in favor of Collateral Agent (as herein defined) on behalf of the Investors listed on Schedule I hereto (each, an “Investor”, and collectively, the “Investors”).
ContractSecurity Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO THE TERMS OF A RESTATED SUBORDINATION AGREEMENT IN FAVOR OF TCA GLOBAL CREDIT MASTER FUND, LP AND HILLAIR CAPITAL INVESTMENTS, L.P., DATED ON OR ABOUT MAY 9, 2013.”
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • California
This Warrant Exchange Agreement (“Agreement”), dated as of November 13, 2013 (“Effective Date”), is entered into by and between RiceBran Technologies, a California corporation (the “Company”), and David Kolb (“Investor”). The parties agree as follows:
AMENDMENT OF INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products
This Amendment of Investor Rights Agreement (this “Amendment”) is entered into and made effective as of the 6th day of December, 2013 (the “Effective Date”), by and among RiceBran Technologies (f/k/a NutraCea), a California corporation (“RBT”), AF Bran Holdings-NL LLC (“AFBH-NL”) and AF Bran Holdings LLC (“AFBH”), in each case, a Delaware limited liability company (AFBH-NL and AFBH being referred to collectively as “AF” or “Investor”), Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil (“Irgovel”) and Nutra SA, LLC, a Delaware limited liability company (the “Company”). The Company, RBT, Irgovel and Investor are sometimes referred herein collectively as the “Parties.”
AMENDMENT TO ACQUISITION AND STOCK PURCHASE AGREEMENTAcquisition and Stock Purchase Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • California
This Amendment to Acquisition and Stock Purchase Agreement (“Amendment”) is entered into as of December 7, 2013 (“Effective Date”), by and among RiceBran Technologies, a California corporation (“Purchaser”), H&N Distribution, Inc., a Nevada corporation (the “Company”), Mark S. McKnight (“McKnight”), Nicole McKnight (“Nicole”), Renee S. Ellis (“Renee”) and Management Associates International, Inc., a Nevada corporation (“MA Corp”, and together with McKnight, Nicole and Renee, the “Shareholders”).
SECOND AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • California
This Second Amended and Restated Note and Warrant Purchase Agreement (this “Agreement”), dated as of November 13, 2013 (“Effective Date”) is entered into by and among RiceBran Technologies, a California corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”). The parties agree as follows:
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • California
This Warrant Exchange Agreement (“Agreement”), dated as of November 13, 2013 (“Effective Date”), is entered into by and among RiceBran Technologies, a California corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each an “Investor” and, collectively, the “Investors”). The parties agree as follows:
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • California
This Warrant Exchange Agreement (“Agreement”), dated as of November 13, 2013 (“Effective Date”), is entered into by and among RiceBran Technologies, a California corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (each an “Investor” and, collectively, the “Investors”). The parties agree as follows:
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • New York
AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENTCredit Facility Agreement • December 11th, 2013 • RiceBran Technologies • Grain mill products • Nevada
THIS AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of December 11, 2013 (the “Effective Date”), by and among (i) RICEBRAN TECHNOLOGIES, a corporation incorporated under the laws of the State of California, as borrower (the “Borrower”), (ii) NUTRACEA, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-IP, LLC, limited liability company organized and existing under the laws of the State of Delaware, SRB-MERM, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-LC, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-MT, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-WS, LLC, a limited liability company organized and existing under the laws of the State of Delaware, RICEX COMPANY, a corporation incorporated under the laws of the State of
