SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2012 • Nutracea • Grain mill products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 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”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURENutracea • August 6th, 2012 • Grain mill products • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of a duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debenture of NutraCea, a California corporation (the “Company”), having its principal place of business at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253, designated as its Original Issue Discount Senior Secured Convertible Debenture due January 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT NUTRACEANutracea • August 6th, 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 January 31, 2013 (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 18,560,000 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 • August 6th, 2012 • Nutracea • Grain mill products • New York
SUBSIDIARY GUARANTEE, dated as of July 31, 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.
AMENDMENT OF LOAN DOCUMENTSLoan Documents • August 6th, 2012 • Nutracea • Grain mill products • California
This Amendment to Loan Documents (“Amendment”), dated as of July 31, 2012 (“Execution Date”), is entered into by NutraCea, a California corporation (“NutraCea”), The RiceX Company, a Delaware corporation (“RiceX”), Rice Science, LLC, a Delaware limited liability company (“Rice Science”, and together with RiceX and NutraCea, the “Company”), the Collateral Agent (as defined below) and the individuals and entities listed on Exhibit A hereto (“Investors”). The parties agree as follows:
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • August 6th, 2012 • Nutracea • Grain mill products • New York
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of July 31, 2012, is entered into by and among NutraCea, a California corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”).
SUBORDINATION AGREEMENTSubordination Agreement • August 6th, 2012 • Nutracea • Grain mill products • California
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 31, 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”), Harold Guy Delamarter, an individual (“Harold”), and Walter John Short and Karen A. Wilson (“Short”, and collectively with Weintraub, Vislocky, Harold and the 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”). For purposes herein, the “Borrower” means NutraCea, a California corporation.
