RiceBran Technologies Sample Contracts

RiceBran Technologies – CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF RICEBRAN TECHNOLOGIES (June 24th, 2019)

ONE: Brent R. Rystrom is the duly elected President of RiceBran Technologies and Dennis Dykes is the duly elected Secretary of RiceBran Technologies, a California corporation (“Corporation”).

RiceBran Technologies – May 7, 2019 Todd Mitchell (May 16th, 2019)

On behalf of RiceBran Technologies (the "Company"), I am pleased to offer you employment with the Company effective as soon as possible, but no later than June 3, 2019. The terms and conditions of your employment will be formalized in an Employment Agreement that will include the following:

RiceBran Technologies – ASSET PURCHASE AGREEMENT by and among MGI Grain Processing, LLC and RiceBran Technologies Dated as of April 1, 2019 (April 5th, 2019)

This Asset Purchase Agreement (the “Agreement”) is entered into as of April 1, 2019 (the “Effective Date”), by and between MGI Grain Processing, LLC, a Minnesota limited liability company with principal offices at 316 5th Avenue NE, East Grand Forks, MN 56721 (“Seller”), Sharon Virginia Alexander, an individual residing at 27035 Noble Road, Excelsior, MN 55331, Mark Jeffrey Spatz, an individual residing at 10 Crescent Key, Bellevue, WA 98006, R. Michael Fox, an individual residing at 5801 W. 68th Street, Edina, MN 55439, and Relationship Brokerage, LLC, a Nebraska limited liability company with principal offices at 320 No. 162nd Street, Omaha, NE 68118, (collectively the “Members” and collectively with Seller “Seller Parties”) and RiceBran Technologies, a California corporation with principal offices at 1330 Lake Robbins Drive, Suite 250, The Woodlands, Texas 77380 (“Buyer”). Buyer and Seller Parties are each sometimes referred to herein individually as a “Party” and are collectively r

RiceBran Technologies – REGISTRATION RIGHTS AGREEMENT (March 13th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2019, by and between RiceBran Technologies, a California corporation (the “Company”), and each of the several investors signatory hereto (each such investor, an “Investor” and, collectively, the “Investors”). The Company and the Investors are referred to herein collectively as the “Parties” and each, individually, a “Party”).

RiceBran Technologies – PRE-FUNDED WARRANT (March 13th, 2019)

THIS CERTIFIES THAT, for value received, Continental Grain Company, a Delaware corporation, or its permitted assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from RiceBran Technologies, a California corporation (the “Company”), up to 1,003,344 shares of the common stock, no par value, of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is being issued pursuant to the terms of the Securities Purchase Agreement, dated March 8, 2019, by and among the Company, the original Holder and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

RiceBran Technologies – AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (March 13th, 2019)

RiceBran Technologies, a California corporation (the “Company”), and Continental Grain Company, a Delaware Corporation (the “Investor”), agree, effective as of March 7, 2019 (the “Effective Date”), as follows:

RiceBran Technologies – SECURITIES PURCHASE AGREEMENT (March 13th, 2019)

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of March 7, 2019, by and between RiceBran Technologies, a California corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and, collectively, the “Investors”. The Investors and the Company shall be referred to collectively herein as the “Parties” and each, individually, a “Party”.

RiceBran Technologies – Unaudited Pro Forma Financial Statements (February 13th, 2019)

On November 28, 2018, we, RiceBran Technologies, completed the acquisition of substantially all the assets of Golden Ridge Rice Mills, LLC (Golden Ridge), as previously reported in our current report on Form 8-K filed with the SEC on December 4, 2018.

RiceBran Technologies – ICR ConferenceJanuary 14, 2019 (January 14th, 2019)
RiceBran Technologies – AND PRODUCTION AGREEMENT (November 6th, 2018)

This Rice Bran Supply and Production Agreement (“Agreement’) is entered into as of July 3, 2018 (“Effective Date”), by and between Golden Ridge Rice Mills, LLC, an Arkansas limited liability company with principal offices at 1784 Highway 1 North, Wynne Arkansas 72396 (“Golden Ridge”) and RiceBran Technologies, a California corporation with principal offices at 1330 Lake Robbins Drive, Suite 250, The Woodlands, Texas 77380 (“RBT”) (each a “Party” and collectively the “Parties”). In consideration of the mutual covenants and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:

RiceBran Technologies – Company exercises option and enters into a definitive agreement to purchase assets and operations of Golden Ridge Rice Mills (November 6th, 2018)

The Woodlands, TX – November 6, 2018 – RiceBran Technologies (NASDAQ: RIBT and RIBTW) (the “Company” or “RBT”), a global leader in the production and marketing of value-added products derived from rice bran, announced today the Company’s financial results for the third quarter ended September 30, 2018.

RiceBran Technologies – ASSET PURCHASE AGREEMENT (November 6th, 2018)

This Asset Purchase Agreement (“Agreement’) is entered into as of November 5, 2018 (“Effective Date”), by and among Golden Ridge Rice Mills, LLC, an Arkansas limited liability company with principal offices at 1784 Highway 1 North, Wynne Arkansas 72396 (“Seller”), Wayne and Wendy Wilkison, as tenants in the entirety and G E Mills LLC, an Arkansas limited liability company (collectively the “Members” and collectively with Seller “Seller Parties”) and RiceBran Technologies, a California corporation with principal offices at 1330 Lake Robbins Drive, Suite 250, The Woodlands, Texas 77380 (“Buyer”) (each a “Party” and collectively the “Parties”). Buyer and the Seller Parties are each sometimes referred to herein individually as a “Party” and are collectively referred to herein as the “Parties.” In consideration of the mutual covenants, representations, warranties, conditions and agreements set forth herein, and for other good and valuable consideration, the sufficiency of which are hereby a

RiceBran Technologies – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (October 18th, 2018)

This Amended and Restated Employment Agreement (“Agreement”) is entered into on October 12, 2018, by and between RiceBran Technologies, a California corporation (“RBT”), and Brent R. Rystrom (“Employee”), and is effective as of October 1, 2018 (“Effective Date”). The parties agree as follows:

RiceBran Technologies – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (October 18th, 2018)

This Amended and Restated Employment Agreement (“Agreement”) is entered into on October 12, 2018, by and between RiceBran Technologies, a California corporation (“RBT”), and Dennis Dykes, an individual (“Employee”), and is effective as of October 1, 2018 (“Effective Date”). The parties agree as follows:

RiceBran Technologies – FORM OF RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND AWARD AGREEMENT (2014 EQUITY INCENTIVE PLAN) (October 3rd, 2018)

Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the RiceBran Technologies 2014 Equity Incentive Plan (the “Plan”).

RiceBran Technologies – WARRANT AMENDMENT AGREEMENT (September 6th, 2018)

This Warrant Amendment Agreement (“Agreement”) is dated as of September 5, 2018 (“Effective Date”) and is entered into by and among Sabby Healthcare Master Fund, Ltd. (“Sabby Healthcare”), Sabby Volatility Warrant Master Fund, Ltd. (“Sabby Volatility”, and together with Sabby Healthcare, the “Holders”), and RiceBran Technologies, a California corporation (the "Company"). The parties hereto agree as follows:

RiceBran Technologies – RiceBran Technologies Enters into Supply Agreement with Golden Ridge Rice Mills (July 10th, 2018)

THE WOODLANDS, TX – July 9, 2018 – RiceBran Technologies (RIBT) (RIBTW) (RBT), a global leader in the production and marketing of value added products derived from rice bran, today announced that it has entered into a stabilized rice bran (“SRB”) supply agreement (the “Supply Agreement”) with Golden Ridge Rice Mills (“Golden Ridge”), a state-of-the-art milling operation located in Wynne, Arkansas. As part of the agreement, RBT has also secured an option to acquire the assets of Golden Ridge Rice Mills.

RiceBran Technologies – RiceBran Technologies 2014 EQUITY INCENTIVE PLAN (June 25th, 2018)

The purpose of this RiceBran Technologies 2014 Equity Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non‑Employee Directors incentive awards to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan, as set forth herein, is effective as of the Effective Date (as defined in Article XIV).

RiceBran Technologies – Unaudited Pro Forma Financial Statements (December 4th, 2017)

On November 28, 2017, Rice Bran Technologies (the Company) completed the divestiture of its subsidiary, Nutra SA, LLC (Nutra SA), pursuant to the transaction previously reported in the Company’s current report on Form 8-K filed with the SEC on December 4, 2017.

RiceBran Technologies – MEMBERSHIP INTEREST REDEMPTION AND EQUIPMENT PURCHASE AGREEMENT (December 4th, 2017)

This Membership Interest Redemption and Equipment Purchase Agreement (“Agreement”) is entered into by and among RiceBran Technologies, a California corporation formerly known as “NutraCea” (“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"), Nutra SA, LLC, a Delaware limited liability company (“Company”) and Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of Brazil ("Irgovel"), effective as of November 28, 2017 (“Effective Date”). RBT, AF, the Company and Irgovel agree as follows:

RiceBran Technologies – [Signature Page to Registration Rights Agreement] (September 15th, 2017)
RiceBran Technologies – COMMON STOCK PURCHASE AGREEMENT (September 15th, 2017)

THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 13, 2017, by and between RiceBran Technologies, a California corporation (the “Company”), and Continental Grain Company, a Delaware corporation (including its successors and assigns, the “Investor” and, together with the Company, the “Parties” and each, individually, a “Party”).

RiceBran Technologies – Unaudited Pro Forma Financial Statements (July 20th, 2017)

On July 14, 2017, Rice Bran Technologies (the Company) completed the sale of Healthy Natural, Inc., (HN) its wholly-owned subsidiary, pursuant to an asset purchase agreement (Purchase Agreement) previously reported in the Company’s current report on Form 8-K filed with the SEC on July 17, 2017.

RiceBran Technologies – ASSET PURCHASE AGREEMENT by and among HEALTHY NATURAL, INC., RICEBRAN TECHNOLOGIES, AND UNITED LABORATORIES MANUFACTURING, LLC Dated as of July 14, 2017 (July 17th, 2017)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) made as of July 14, 2017, is by and among United Laboratories Manufacturing, LLC, a Delaware limited liability company (“Buyer”), Healthy Natural, Inc., a Nevada corporation (“Company”), and RiceBran Technologies, a California corporation (“Parent”). Company and Parent are at times referred to herein individually as a “Seller Party” and collectively as the “Seller Parties.” The Seller Parties and Buyer are at times referred to herein individually as a “Party” and collectively as the “Parties.”

RiceBran Technologies – RiceBran Technologies 2014 EQUITY INCENTIVE PLAN (June 27th, 2017)

The purpose of this RiceBran Technologies 2014 Equity Incentive Plan, as amended as of June 21, 2017, is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non‑Employee Directors incentive awards to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan, as set forth herein, is effective as of the Effective Date (as defined in Article XIV).

RiceBran Technologies – SECOND WAIVER OF INVESTOR RIGHTS AGREEMENT (April 6th, 2017)

This Second Waiver of Investor Rights Agreement (this “Waiver”) is entered into and made effective as of the 31st day of March, 2017 (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.”

RiceBran Technologies – RICEBRAN TECHNOLOGIES REACHES AGREEMENT WITH CO-INVESTOR IN NUTRA SA (April 6th, 2017)

SACRAMENTO, CA, April 7, 2017 – RiceBran Technologies (NASDAQ: RIBT and RIBTW) (“RBT”), a global leader in the production and marketing of value added products derived from rice bran, today announced that it reached an agreement on Friday, March 31, 2017, with Alothon Group, LLC (“Alothon”), its minority co-investor in Nutra SA, that terminated Alothon’s roll-up rights, a process that would have allowed Alothon to swap its equity position in Nutra SA for an equivalent value of RiceBran Technologies common stock. Eliminating Alothon’s rollup rights will allow RiceBran Technologies to reclassify approximately $9.6 million of derivative warrant liability to shareholders’ equity effective March 31, 2017.

RiceBran Technologies – LIMITED WAIVER AND AMENDMENT AGREEMENT (March 23rd, 2017)

This Limited Waiver and Amendment Agreement ("Agreement") is made and entered into as of November 21, 2016 (“Effective Date”), among RiceBran Technologies, a California corporation (“Borrower”), NutraCea, LLC (“NutraCea”), Rice Rx, LLC (“Rice”), Rice Science LLC (“Rice Science”), SRB-MERM, LLC (“MERM”), SRB-LC, LLC (“LC”), SRB-MT, LLC (“MT”), SRB-WS, LLC (“WS”) SRB-IP, LLC (“IP”), each of the foregoing a Delaware limited liability company, Healthy Natural, Inc., a Nevada corporation (“H&N”), The RiceX Company, a Delaware corporation, (“RiceX”) and RiceX Nutrients, Inc., a Montana corporation (“Nutrients,” and together with NutraCea, Rice, Rice Science, MERM, LC, MT, WS, IP, H&N and RiceX, each a “Guarantor” and collectively, the “Guarantors”, and Borrower and Guarantors are collectively referred to as the “Grantors”) and Great Elm Capital Corp. (successor by merger to Full Circle Capital Corporation), a Maryland corporation ("Agent" and a “Lender”).

RiceBran Technologies – EMPLOYMENT AGREEMENT (March 13th, 2017)

This Employment Agreement (“Agreement”) is entered into by and between RiceBran Technologies, a California corporation (“RBT”), and Brent R. Rystrom, an individual (“Employee”), effective as of March 8, 2017 (“Effective Date”). The parties agree as follows:

RiceBran Technologies – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 13th, 2017)

This Amended and Restated Employment Agreement (“Agreement”) is entered into by and between RiceBran Technologies, a California corporation (“RBT”), and Robert Smith (“Employee”), effective as of March 8, 2017 (“Effective Date”). The parties agree as follows:

RiceBran Technologies – SECURITY AGREEMENT (February 15th, 2017)

This SECURITY AGREEMENT, dated as of February 13, 2017 (this “Agreement”), is among RiceBran Technologies, a California corporation (the “Company”), all of the wholly-owned Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Senior Secured Debentures due two (2) years following their issuance, in the original aggregate principal amount of $6,600,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

RiceBran Technologies – COMMON STOCK PURCHASE WARRANT RICEBRAN TECHNOLOGIES (February 15th, 2017)

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 the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) 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).

RiceBran Technologies – AMENDED AND RESTATED SUBORDINATION AGREEMENT (February 15th, 2017)

THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (“Agreement”), dated as of February 13, 2017 is made by and among the undersigned (collectively the “Subordinated Creditors”), Sabby Healthcare Master Fund, Ltd. (“SHMF”), Sabby Volatility Master Fund Ltd. (“SVMF,” and together with SHMF, “Sabby”), and Dillon Hill Capital, LLC (“Dillon Hill,” and collectively with Sabby and each of their participants, successors and assigns, Dillon Hill and Sabby are sometimes referred to herein as the “Senior Lenders”, and together with the Subordinated Creditors, the “Parties”). For all purposes herein, the “Borrower” means RiceBran Technologies, a California corporation.

RiceBran Technologies – ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE DUE ____________2 (February 15th, 2017)

THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Debentures of RiceBran Technologies, a California corporation, (the “Company”), having its principal place of business at _____________________________, designated as its Original Issue Discount Senior Secured Debenture due __________ (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

RiceBran Technologies – SECURITIES PURCHASE AGREEMENT (February 15th, 2017)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2017, 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”).