0001140361-16-053535 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 17th, 2016 • RiceBran Technologies • Grain mill products

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 17, 2016, between RiceBran Technologies, a California corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT RICEBRAN TECHNOLOGIES
RiceBran Technologies • February 17th, 2016 • Grain mill products

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 ______, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the _____ year anniversary of the Initial Exercise Date (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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 17th, 2016 • RiceBran Technologies • Grain mill products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2016, between RiceBran Technologies, 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”).

Mr. W. John Short Chief Executive Officer RiceBran Technologies
RiceBran Technologies • February 17th, 2016 • Grain mill products • New York
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