COMMON STOCK PURCHASE WARRANT RICEBRAN TECHNOLOGIESRiceBran Technologies • December 6th, 2023 • 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 December 1, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 20, 2025 (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)).
REGISTRATION RIGHTS AGREEMENT by and among RICEBRAN TECHNOLOGIES and THE PURCHASER PARTY HERETO Dated as of December 1, 2023Registration Rights Agreement • December 6th, 2023 • RiceBran Technologies • Grain mill products • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 1, 2023, by and between RiceBran Technologies, a California corporation (the “Company”), and the undersigned purchaser (together with its successors and assigns, the “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchaser and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder.”
COMMON STOCK PURCHASE WARRANT RICEBRAN TECHNOLOGIESRiceBran Technologies • December 6th, 2023 • 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 December 1, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 1, 2028 (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 the Company’s Common Stock, no par value (the “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)).
EXCHANGE AGREEMENTExchange Agreement • December 6th, 2023 • RiceBran Technologies • Grain mill products • New York
Cove Lane Master Fund LLC (the “Holder”) enters into this Exchange Agreement (this “Agreement”) with RiceBran Technologies, a California corporation (the “Company”), as of December 1, 2023, whereby, among other things, the Holder will exchange the existing Series A Warrant to Purchase Common Stock (the “Exchanged Warrant”) to purchase shares of the Company’s common stock, no par value (the “Common Stock”), held by the Holder for shares of Common Stock pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in that certain Series A Warrant to Purchase Common Stock by and between the Company and the Holder, dated September 13, 2021.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2023 • RiceBran Technologies • Grain mill products • New York
Fifth Amendment, Consent and Waiver to the Agreement for Purchase and SaleLetter Agreement • December 6th, 2023 • RiceBran Technologies • Grain mill products • Texas
Among: Continental Republic Capital, LLC d/b/a Republic Business Credit a Louisiana limited liability company 900 Camp Street, Suite 301 New Orleans, LA 70130 “Purchaser”
EXCHANGE AGREEMENTExchange Agreement • December 6th, 2023 • RiceBran Technologies • Grain mill products • New York
Sabby Volatility Warrant Master Fund, Ltd. (the “Holder”) enters into this Exchange Agreement (this “Agreement”) with RiceBran Technologies, a California corporation (the “Company”), as of December 1, 2023, whereby, among other things, the Holder will exchange the existing Common Stock Purchase Warrant (the “Exchanged Warrant”) to purchase shares of the Company’s common stock, no par value (the “Common Stock”), held by the Holder for shares of Common Stock and a new Common Stock Purchase Warrant to purchase shares of the Common Stock in substantially the form attached hereto as Exhibit A (the “New Warrant”) all pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in that certain Common Stock Purchase Warrant by and between the Company and the Holder, dated October 20, 2022.
