SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2017 • RiceBran Technologies • Grain mill products • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2017 • RiceBran Technologies • Grain mill products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2017, 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”).
COMMON STOCK PURCHASE WARRANT RICEBRAN TECHNOLOGIESRiceBran Technologies • February 15th, 2017 • 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 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 15th, 2017 • RiceBran Technologies • Grain mill products • New York
SUBSIDIARY GUARANTEE, dated as of February 13, 2017 (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 RiceBran Technologies, a California corporation (the “Company”) and the Purchasers.
AMENDMENT NUMBER TWO TO LOAN DOCUMENTSLoan Documents • February 15th, 2017 • RiceBran Technologies • Grain mill products • California
This Amendment Number Two to Loan Documents (“Amendment”), dated as of February 9, 2017 (“Effective Date”), is entered into by and among RiceBran Technologies, a California corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Exhibit A (each an “Investor” and, collectively, the “Investors”). The parties agree as follows:
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • February 15th, 2017 • RiceBran Technologies • Grain mill products • California
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.
WARRANT TO PURCHASE SHARESRiceBran Technologies • February 15th, 2017 • Grain mill products • California
This Warrant is issued to ________________ by RiceBran Technologies, a California corporation (the “Company”), pursuant to the terms of that certain Amendment Number Two to Loan Documents (the “Loan Document Amendment”) of even date herewith. This Warrant is one of several warrants to purchase common stock of the Company pursuant to the Loan Document Amendment (collectively, the “Loan Amendment Warrants”).
