SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2012 • Nutracea • Grain mill products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2012, 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”).
COMMON STOCK PURCHASE WARRANT NUTRACEANutracea • January 23rd, 2012 • Grain mill products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. 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 July 18, 2012 (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 5,000,000 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 23rd, 2012 • Nutracea • Grain mill products • New York
SUBSIDIARY GUARANTEE, dated as of January 17, 2012 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between NutraCea, a California corporation (the “Company”), and the Purchasers.
WARRANT TO PURCHASE SHARESNutracea • January 23rd, 2012 • Grain mill products • California
This Warrant is issued to ____________________________ by NutraCea, a California corporation (the “Company”), pursuant to the terms of that certain Note and Warrant Purchase Agreement (the “Note Purchase Agreement”) of even date herewith, in connection with the Company’s issuance to the holder of this Warrant of a Secured Convertible Promissory Note (the “Note”).
SECURITY AGREEMENTSecurity Agreement • January 23rd, 2012 • Nutracea • Grain mill products • California
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of January 17, 2012, is executed by NutraCea, a California corporation (“NutraCea”), The RiceX Company, a Delaware corporation (“RiceX”), and Rice Science, LLC, a Delaware limited liability company (“Rice Science”, and together with RiceX and NutraCea, the “Company”), in favor of Collateral Agent (as herein defined) on behalf of the Investors listed on the signature pages hereof.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • January 23rd, 2012 • Nutracea • Grain mill products • California
SUBORDINATION AGREEMENTSubordination Agreement • January 23rd, 2012 • Nutracea • Grain mill products • California
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of January 17, 2012, is made by and among Weintraub Partners, a California general partnership (“Weintraub”), Greg Vislocky, an individual (“Vislocky”), Baruch Halpern and Shoshana Halpern, as trustees of the Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006 (the “Trust”), Brian Rick Delamarter, Harold Guy Delamarter, Walter John Short and Karen A. Wilson (“Short”), Zanesville Partners Fund, LLC (“Zanesville”) and The Revocable Trust of Edward L. McMillan Revocable Trust U/D/T dated February 17, 1999 (the “McMillan Trust”, collectively with Weintraub, Vislocky, the Trust, Brian Rick Delamarter, Harold Guy Delamarter, Short, Zanesville, and the McMillan Trust the “Subordinated Creditors”), and Hillair Capital Investments, L.P., a Delaware limited partnership (with its participants, successors and assigns, the “Preferred Lender”, and together with the Subordinated Creditors, the “Parties”).
NUTRACEA SECURED CONVERTIBLE PROMISSORY NOTESecurity Agreement • January 23rd, 2012 • Nutracea • Grain mill products • Delaware
FOR VALUE RECEIVED, NutraCea, a California corporation (the “Company”), The RiceX Company, a Delaware corporation (“RiceX”), and RiceScience, LLC, a California limited liability company (“RiceScience”, and together with RiceX, the “Subsidiaries”), together, jointly and severally, promise to pay to [____________________] (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of [__________] Dollars ($[_________]), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to 10.00% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) January 18, 2015 (the “Maturity Date”) or (ii) when such amounts are due and payable pursuant
