0001144204-08-024518 Sample Contracts

COMMON STOCK PURCHASE WARRANT NUTRACEA
Common Stock Purchase Warrant • April 28th, 2008 • Nutracea • 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 five 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. 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 28th, 2008 • Nutracea • Grain mill products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2008, 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”).

April 24, 2008 STRICTLY CONFIDENTIAL NutraCea
Placement Agent Agreement • April 28th, 2008 • Nutracea • Grain mill products • New York
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