Unassociated Document


    
      

    

    Exhibit
4.2

    
 

    [FORM
OF SERIES B WARRANT]

     

    NUTRACEA

     

    Warrant
To Purchase Series D Convertible Preferred Stock

     

    Warrant
No.:
B-_______                                                      

    Date of
Issuance: October ___, 2008 (“Issuance Date”)

     

    NutraCea,
a California corporation (the “Company”), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, _________________, the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to
Purchase Series D Preferred Stock (as defined below) (including any Warrants to
Purchase Series D Preferred Stock issued in exchange, transfer or replacement
hereof, the “Warrant”),
at any time or times on or after the Issuance Date, but not after 11:59 p.m.,
New York time, on the Expiration Date (as defined below), ______________
(subject to adjustment as provided herein) fully paid and nonassessable shares
of Series D Preferred Stock (as defined below) (the “Warrant Shares”). Except as
otherwise defined herein, capitalized terms in this Warrant shall have the
meanings set forth in Section 16. This Warrant is one of the warrants to
purchase Series D Preferred Stock (the “Series B Warrants”) issued
pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of
October 16, 2008, by and among the Company and the investors referred to therein
(the “Securities Purchase
Agreement”).

     

    
      	
              1.

            	
              EXERCISE OF
      WARRANT.

            


    

     

    (a)           Mechanics of
Exercise. Subject to the
terms and conditions hereof, this Warrant may be exercised by the Holder on any
day on or after the Issuance Date, in whole or in part, by (i) delivery
(whether via facsimile or otherwise) of a written notice, in the form attached
hereto as Exhibit A (the
“Exercise Notice”), of
the Holder’s election to exercise this Warrant and (ii) payment to the
Company of an amount equal to the then-applicable Exercise Price multiplied by
the number of whole Warrant Shares as to which this Warrant is being exercised
(the “Aggregate Exercise
Price”) in cash or wire transfer of immediately available funds. The
Holder shall not be required to deliver the original of this Warrant in order to
effect an exercise hereunder until the Holder has purchased all the Warrant
Shares available hereunder and this Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation as
soon as practicable following the delivery of the applicable Exercise Delivery
Documents (as defined below). Execution and delivery of the Exercise Notice with
respect to less than all of the Warrant Shares shall have the same effect as
cancellation of the original of this Warrant and issuance of a new Warrant
evidencing the right to purchase the remaining number of Warrant Shares.
Execution and delivery of the Exercise Notice for all of the Warrant Shares
shall have the same effect as cancellation of the original of this Warrant after
delivery of the Warrant Shares in accordance with the terms hereof. On or before
the second (2nd)
Trading Day following the date on which the Company has received each of the
fully completed Exercise Notice and the Aggregate Exercise Price (the “Exercise Delivery Documents”),
the Company shall transmit by facsimile an acknowledgment of confirmation of
receipt of the Exercise Delivery Documents to the Holder. On or before the third
(3rd)
Trading Day following the date on which the Company has received all of the
Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall issue and deliver to the Holder or, at Holder’s instruction
pursuant to the Exercise Notice, Holder’s agent or designee, in each case, sent
by reputable overnight courier to the address as specified in the Exercise
Notice, a certificate, registered in the Company’s share register in the name of
the Holder or its designee (as indicated in the Exercise Notice), for the number
of shares of Series D Preferred Stock to which the Holder is entitled pursuant
to such exercise.  Upon delivery of the Exercise Delivery Documents,
the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the certificates evidencing
such Warrant Shares.  If this Warrant is submitted in connection with
any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of
Warrant Shares being acquired upon an exercise, then the Company shall as soon
as practicable and in no event later than three (3) Business Days after any
exercise and at its own expense, issue and deliver to the Holder (or its
designee) a new Warrant (in accordance with Section 7(d)) representing the right
to purchase the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with respect to
which this Warrant is exercised.  No fractional shares of Series D
Preferred Stock are to be issued upon the exercise of this Warrant, but rather
the number of shares of Series D Preferred Stock to be issued shall be rounded
up to the nearest whole number. The Company shall pay any and all transfer taxes
which may be payable with respect to the issuance and delivery of Warrant Shares
upon exercise of this Warrant; provided, however, that in the event certificates
for Warrant Shares are to be issued in a name other than the name of the Holder,
the applicable Exercise Notice shall be accompanied by the Assignment Form
attached hereto as Exhibit
B duly executed by the Holder, and the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)           Exercise Price. For
purposes of this Warrant, “Exercise Price” means $1,000,
subject to adjustment as provided herein.

     

    (c)           Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the number of Warrant Shares to be issued pursuant to
the terms hereof, the Company shall promptly issue to the Holder the number of
Warrant Shares that are not disputed and resolve such dispute in accordance with
Section 13.

     

    (d)           Insufficient Authorized
Shares. The Company shall at all times keep reserved for issuance under
this Warrant a number of shares of Series D Preferred Stock as shall be
necessary to satisfy the Company’s obligation to issue shares of Series D
Preferred Stock hereunder. If, notwithstanding the foregoing, and not in
limitation thereof, at any time while any of the Series B Warrants remain
outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Series D Preferred Stock to satisfy its obligation to
reserve for issuance upon exercise of the Series B Warrants at least a number of
shares of Series D Preferred Stock equal to the number of shares of Series D
Preferred Stock as shall from time to time be necessary to effect the exercise
of all of the Series B Warrants then outstanding (the “Required Reserve Amount”) (an
“Authorized Share
Failure”), then the Company shall immediately take all action necessary
to increase the Company’s authorized shares of Series D Preferred Stock to an
amount sufficient to allow the Company to reserve the Required Reserve Amount
for all the Series B Warrants then outstanding. Without limiting the generality
of the foregoing sentence, as soon as practicable after the date of the
occurrence of an Authorized Share Failure, but in no event later than sixty (60)
days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number
of authorized shares of Series D Preferred Stock. In connection with such
meeting, the Company shall provide each stockholder with a proxy statement and
shall use its best efforts to solicit its stockholders’ approval of such
increase in authorized shares of Series D Preferred Stock and to cause its board
of directors to recommend to the stockholders that they approve such
proposal.


    
      
         


      

      
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    2.            
ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number
of Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time as set forth in this Section 2.

     

    (a)           Stock Dividends and
Splits.  If the Company, at any time on or after the date of
the Securities Purchase Agreement, (i) pays a stock dividend on its then
outstanding shares of Series D Preferred Stock or otherwise makes a distribution
on any class of capital stock that is payable in shares of Series D Preferred
Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or
otherwise) its then outstanding shares of Series D Preferred Stock into a larger
number of shares or (iii) combines (by combination, reverse stock split or
otherwise) its then outstanding shares of Series D Preferred Stock into a
smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Series D Preferred Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Series D Preferred Stock
outstanding immediately after such event.  Any adjustment made
pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective
date of such subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise Price is
calculated hereunder, then the calculation of such Exercise Price shall be
adjusted appropriately to reflect such event.

     

    (b)           Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant
to paragraph (a) of this Section 2, the number of Warrant Shares that may be
purchased upon exercise of this Warrant shall be increased or decreased
proportionately, so that after such adjustment the aggregate Exercise Price
payable hereunder for the adjusted number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such
adjustment.

     

    (c)           Other Events. In the
event that the Company (or any direct or indirect subsidiary thereof) shall
take any action to which the provisions hereof are not strictly applicable, or,
if applicable, would not operate to protect the Holder from dilution or if any
event occurs of the type contemplated by the provisions of this Section 2 but
not expressly provided for by such provisions, then the Company’s Board of
Directors shall in good faith determine and implement an appropriate adjustment
in the Exercise Price and the number of Warrant Shares (if applicable) so as to
protect the rights of the Holder; provided that no such adjustment pursuant to
this Section 2(c) will increase the Exercise Price or decrease the number of
Warrant Shares as otherwise determined pursuant to this Section 2, provided
further that if the Holder does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then the Company’s
Board of Directors and the Holder shall agree, in good faith, upon an
independent investment bank of nationally recognized standing to make such
appropriate adjustments, whose determination shall be final and binding and
whose fees and expenses shall be borne by the Company.


    
      
         


      

      
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    (d)           Calculations. All
calculations under this Section 2 shall be made to the nearest cent or the
nearest 1/100th of a
share, as applicable. The number of shares of Series D Preferred Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company.

     

    3.           
 RIGHTS UPON
DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to all the
holders of shares of Series D Preferred Stock, by way of return of capital or
otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, this Warrant shall
represent the right to acquire, in addition to the number of Warrant Shares
receivable upon exercise of this Warrant, and without payment of any additional
consideration therefor, the dividend or other distribution of the Company’s
assets that the Holder would have received in such Distribution if the Holder
were the holder of record of the Warrant Shares at the time of such Distribution
(provided, however, that to the extent that the Holder’s right to participate in
any such Distributions would result in the Holder exceeding the Maximum
Percentage (as defined in the Certificate of Determination), then the Holder
shall not be entitled to participate in such Distribution to such extent (or the
beneficial ownership of any such shares of Common Stock as a result of such
Distribution to such extent) and such Distribution to such extent shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Maximum
Percentage).

     

    
      	
              4.

            	
              PURCHASE RIGHTS;
      FUNDAMENTAL TRANSACTIONS.

            


    

     

    (a)           Purchase Rights.  In
addition to any adjustments pursuant to Section 2 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to all the
record holders of any class of shares of Series D Preferred Stock (the “Purchase Rights”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which the Holder could have acquired if
the Holder had held the number of shares of Series D Preferred Stock acquirable
upon complete exercise of this Warrant immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of shares of
Series D Preferred Stock are to be determined for the grant, issue or sale of
such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder
exceeding the Maximum Percentage, then the Holder shall not be entitled to
participate in such Purchase Right to such extent (or beneficial ownership of
Common Stock as a result of such Purchase Right to such extent) and such
Purchase Right to such extent shall be held in abeyance for the Holder until
such time, if ever, as its right thereto would not result in the Holder
exceeding the Maximum Percentage).


    
      
         


      

      
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    (b)           Fundamental
Transactions. The Company shall
not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing all of the obligations of the Company under this
Warrant and the other Transaction Documents (as defined in the Securities
Purchase Agreement) in accordance with the provisions of this Section 4(b)
pursuant to written agreements in form and substance satisfactory to the Holder
and approved by the Holder prior to such Fundamental Transaction, including
agreements to deliver to the Holder in exchange for this Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in
form and substance to this Warrant, including, without limitation, which is
exercisable for a corresponding number of shares of capital stock equivalent to
the shares of Series D Preferred Stock acquirable and receivable upon exercise
of this Warrant prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Series D Preferred
Stock pursuant to such Fundamental Transaction and the value of such shares of
capital stock, such adjustments to the number of shares of capital stock and
such exercise price being for the purpose of protecting the economic value of
this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is satisfactory in form and substance to the Holder.
Upon the occurrence of any Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to the
Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Warrant and the
other Transaction Documents with the same effect as if such Successor Entity had
been named as the Company herein. Upon consummation of the Fundamental
Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon exercise of this Warrant at any time after the
consummation of the Fundamental Transaction, in lieu of the shares of Series D
Preferred Stock (or other securities, cash, assets or other property (except
such items still issuable under Sections 3 and 4(a) above, which shall continue
to be receivable thereafter)) issuable upon the exercise of this Warrant prior
to such Fundamental Transaction, such shares of capital stock of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled
to receive upon the happening of such Fundamental Transaction had this Warrant
been exercised immediately prior to such Fundamental Transaction, as adjusted in
accordance with the provisions of this Warrant. In addition to and not in
substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of shares of Series D
Preferred Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Series D Preferred Stock (a “Corporate Event”), the Company
shall make appropriate provision to insure that the Holder will thereafter have
the right to receive upon an exercise of this Warrant at any time after the
consummation of the Fundamental Transaction but prior to the Expiration Date, in
lieu of the shares of the Series D Preferred Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and
4(a) above, which shall continue to be receivable thereafter)) issuable upon the
exercise of this Warrant prior to such Fundamental Transaction, such shares of
stock, securities, cash, assets or any other property whatsoever (including
warrants or other purchase or subscription rights) which the Holder would have
been entitled to receive upon the happening of such Fundamental Transaction had
this Warrant been exercised immediately prior to such Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant). Provision
made pursuant to the preceding sentence shall be in a form and substance
reasonably satisfactory to the Holder. The provisions of this Section 4 shall
apply similarly and equally to successive Fundamental Transactions and Corporate
Events and shall be applied as if this Warrant (and any such subsequent
warrants) were fully exercisable (provided that the Holder shall continue to be
entitled to the benefit of the Maximum Percentage, applied however with respect
to shares of capital stock registered under the 1934 Act and thereafter
receivable upon exercise of this Warrant (or any such other warrant)).



    
      
         


      

      
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    5.         
   NONCIRCUMVENTION. The
Company hereby covenants and agrees that the Company will not, by amendment of
its Articles of Incorporation (as defined in the Securities Purchase Agreement),
Bylaws (as defined in the Securities Purchase Agreement) or through any
reorganization, transfer of assets, consolidation, merger, scheme of
arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value or stated value (other than in
connection with a stock split or combination of the Series D Preferred Stock) of
any shares of Series D Preferred Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such
actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Series D Preferred
Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the
Series B Warrants are outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued shares of Series D Preferred Stock,
solely for the purpose of effecting the exercise of the Series B Warrants, the
maximum number of shares of Series D Preferred Stock as shall from time to time
be necessary to effect the exercise of the Series B Warrants then
outstanding.

     

    6.       
     WARRANT HOLDER NOT DEEMED A
STOCKHOLDER. Except as otherwise specifically provided herein, the
Holder, solely in such Person’s capacity as a holder of this Warrant, shall not
be entitled to vote or receive dividends or be deemed the holder of share
capital of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a stockholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon the due
exercise of this Warrant.  In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase
any securities (upon exercise of this Warrant or otherwise) or as a stockholder
of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company. Notwithstanding this Section 6, the Company shall
provide the Holder with copies of the same notices and other information given
to the stockholders of the Company generally, contemporaneously with the giving
thereof to the stockholders.


    
      
         


      

      
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    7.        
    REISSUANCE OF
WARRANTS.

     

    (a)           Transfer of
Warrant.
If this Warrant is to be transferred, the Holder shall surrender this Warrant to
the Company together with a written assignment of this Warrant substantially in
the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such
transfer, whereupon the Company will forthwith issue and deliver upon the order
of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant
Shares being transferred by the Holder and, if less than the total number of
Warrant Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 7(d)) to the Holder
representing the right to purchase the number of Warrant Shares not being
transferred.

     

    (b)           Lost, Stolen or Mutilated
Warrant. Upon receipt by the Company of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant (as
to which a written certification and the indemnification contemplated below
shall suffice as such evidence), and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary and
reasonable form and, in the case of mutilation, upon surrender and cancellation
of this Warrant, the Company shall execute and deliver to the Holder a new
Warrant (in accordance with Section 7(d)) representing the right to purchase the
Warrant Shares then underlying this Warrant.

     

    (c)           Exchangeable for Multiple
Warrants. This Warrant is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company, for a new Warrant or Warrants (in accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder
at the time of such surrender; provided, however, that no warrants for
fractional shares of Series D Preferred Stock shall be given.

     

    (d)           Issuance of New
Warrants. Whenever the
Company is required to issue a new Warrant pursuant to the terms of this
Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii)
shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a
new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant
Shares designated by the Holder which, when added to the number of shares of
Series D Preferred Stock underlying the other new Warrants issued in connection
with such issuance, does not exceed the number of Warrant Shares then underlying
this Warrant), (iii) shall have an issuance date, as indicated on the face of
such new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.


    
      
         


      

      
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    8.        
    NOTICES.  Whenever
notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be given in accordance with Section 9(f) of the
Securities Purchase Agreement. The Company shall provide the Holder (at its last
address as it shall appear upon the Warrant register of the Company) with prompt
written notice of all actions taken pursuant to this Warrant, including in
reasonable detail a description of such action and the reason therefor. Without
limiting the generality of the foregoing, the Company will give written notice
to the Holder (at its last address as it shall appear upon the Warrant register
of the Company) (i) promptly following each adjustment of the Exercise Price and
the number of Warrant Shares, setting forth in reasonable detail, and
certifying, the calculation of such adjustment(s) and (ii) at least ten (10)
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common
Stock, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property to all the holders of shares of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information shall be
made known to the public prior to or in conjunction with such notice being
provided to the Holder and (iii) at least ten (10) Trading Days prior to the
consummation of any Fundamental Transaction.  To the extent that any
notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any of its subsidiaries, the Company shall
simultaneously file such notice with the SEC (as defined in the Securities
Purchase Agreement) pursuant to a Current Report on Form 8-K.

     

    9.       
     AMENDMENT AND
WAIVER.  Except as otherwise provided herein, the provisions of
this Warrant may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company has obtained the written consent of the Holder. The Holder
shall be entitled, at its option, to the benefit of any amendment of any other
similar warrant issued under the Securities Purchase Agreement. No waiver shall
be effective unless it is in writing and signed by an authorized representative
of the waiving party.

     

    10.           SEVERABILITY.  If
any provision of this Warrant or the application thereof becomes or is declared
by a court of competent jurisdiction to be illegal, void or unenforceable, the
remainder of the terms of this Warrant will continue in full force and
effect.

     

    11.           GOVERNING LAW. This
Warrant shall be governed by and construed and enforced in accor­dance with,
and all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.

     

    12.           CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and the Holder and shall not be construed against any Person as the
drafter hereof.  The headings of this Warrant are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Warrant. Terms used in this Warrant but defined in the other Transaction
Documents shall have the meanings ascribed to such terms on the Closing Date (as
defined in the Securities Purchase Agreement) in such other Transaction
Documents unless otherwise consented to in writing by the
Holder.


    
      
         


      

      
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    13.           DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares (as the case may be), the Company
or the Holder (as the case may be) shall submit the disputed determinations or
arithmetic calculations (as the case may be) via facsimile within five (5)
Business Days of receipt of the applicable notice giving rise to such dispute to
the Company or the Holder (as the case may be). If the Holder and the Company
are unable to agree upon such determination or calculation (as the case may be)
of the Exercise Price or the number of Warrant Shares (as the case may be)
within three (3) Business Days of such disputed determination or arithmetic
calculation being submitted to the Company or the Holder (as the case may be),
then the Company shall, within ten (10) days submit via facsimile (a) the
disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the
investment bank or the accountant (as the case may be) to perform the
determinations or calculations (as the case may be) and notify the Company and
the Holder of the results no later than twenty (20) days from the time it
receives such disputed determinations or calculations (as the case may be). Such
investment bank’s or accountant’s determination or calculation (as the case may
be) shall be binding upon all parties absent demonstrable error.

     

    14.           REMEDIES, CHARACTERIZATION,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.  The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant and the other Transaction Documents,
at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to
pursue actual damages for any failure by the Company to comply with the terms of
this Warrant. The Company covenants to the Holder that there shall be no
characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be
received by the Holder and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such
breach or threatened breach, the holder of this Warrant shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or
other security being required. The issuance of shares and certificates for
shares as contemplated hereby upon the exercise of this Warrant shall be made
without charge to the Holder or such shares for any issuance tax or other costs
in respect thereof, provided that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than the Holder or its agent on its
behalf.

     

    15.           TRANSFER. This
Warrant may not be offered for sale, sold, transferred or assigned without the
prior written consent of the Company.

     

    16.           CERTAIN
DEFINITIONS.  For purposes of this Warrant, the following terms
shall have the following meanings:

     

    (a)           “Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.

     

    (b)           “Certificate of Determination”
has the meaning set forth in the Securities Purchase Agreement.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (c)           “Common Stock” means
(i) the Company’s shares of common stock, no par value per share, and (ii)
any capital stock into which such common stock shall have been changed or any
share capital resulting from a reclassification of such common
stock.

     

    (d)           “Convertible Securities” means
any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.

     

    (e)           “Expiration Date” means the
date that is the sixtieth (60th)
calendar day following the Issuance Date or, if such date falls on a day other
than a Business Day or on which trading does not take place on the Principal
Market (a “Holiday”),
the next date that is not a Holiday; provided, however, that the Expiration Date
shall be extended one calendar day for each calendar day during the term of this
Warrant (as extended pursuant to this proviso) that the Registration Statement
(as defined in the Securities Purchase Agreement) is not effective (or the
prospectus contained therein is not available for use) for all of the Securities
(as defined in the Certificate of Determination).

     

    (f)           “Fundamental Transaction” means
that (i) the Company shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Person, or (2) sell, lease, license,
assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, or (3) allow another
Person to make a purchase, tender or exchange offer that is accepted by the
holders of more than 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the Person or Persons making or
party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), or (4) consummate a stock or share purchase
agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination), or (5) reorganize,
recapitalize or reclassify its Common Stock (for clarification purposes,
excluding customary stock splits and stock dividends), or (ii) any “person” or
“group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the
1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary
voting power represented by issued and outstanding Common Stock.

     

    (g)           “Options” means any rights,
warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.

     

    (h)           “Parent Entity” of a Person
means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an
Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the
date of consummation of the Fundamental Transaction.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (i)           “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.

     

    (j)           “Principal Market” means The
OTC Bulletin Board.

     

    (k)           “Series D Preferred Stock”
means (i) the Company’s shares of Series D Convertible Preferred Stock and
(ii) any capital stock into which such preferred stock shall have been changed
or any share capital resulting from a reclassification of such preferred
stock.

     

    (l)           “Successor Entity” means the
Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected
by the Holder, the Parent Entity) with which such Fundamental Transaction shall
have been entered into.

     

    (m)           “Trading Day” means any day on
which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the
principal securities exchange or securities market on which the Common Stock is
then traded; provided that “Trading Day” shall not include any day on which the
Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such exchange or
market, then during the hour ending at 4:00:00 p.m., New York
time).

     

    [signature page
follows]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company has caused this Warrant to Purchase Series D Convertible Preferred Stock
to be duly executed as of the Issuance Date set out above.

     

    
      
        	 
      	
                NUTRACEA

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    EXERCISE
NOTICE

     

    TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT
TO PURCHASE SERIES D CONVERTIBLE PREFERRED STOCK

     

    NUTRACEA

     

    The
undersigned holder hereby exercises the right to purchase _________________ of
the shares of Series D Convertible Preferred Stock (“Warrant Shares”) of NutraCea,
a California corporation (the “Company”), evidenced by
Warrant to Purchase Series D Convertible Preferred Stock No. _______ (the “Warrant”). Capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Warrant.

     

    1.             
Payment of Exercise
Price.  The Holder shall pay the Aggregate Exercise Price in
the sum of $___________________ to the Company in accordance with the terms of
the Warrant.

     

    2.            
Qualified
Institutional/Accredited Investor.  If the Holder is a resident
of (or, in the case of an entity, such entity’s principal place of business is
located in) any State other than New York or California, the Holder hereby
represents that the Holder is a “qualified institutional investor” as defined in
Section 2(g) of the Securities Purchase Agreement, except that if the Holder is
a resident of (or, in the case of an entity, such entity’s principal place of
business is located in) the State of Illinois, the Holder hereby represents that
the Holder is an “accredited investor” as that term is defined in Rule 501 of
the rules and regulations promulgated under the Securities Act of 1933, as
amended.

     

    3.            
 Delivery of
Warrant Shares.  The Company shall deliver to Holder, or its
designee or agent as specified below, __________ Warrant Shares in accordance
with the terms of the Warrant.  Delivery shall be made to Holder, or
for its benefit, to the following address:

     

    
      
        
          
            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


            
               

              Date: 
_______________ ___, ______

               

            

            
              	 
      	 
      	 
      	 
      
	
                      Name
      of Registered Holder

                    	 
      	 
      	 
      
	 	 	 	 
	
                      By:

                    	 
      	 
      	 
      	 
      
	 
      	
                      Name:

                    	 
      	 
      	 
      
	 
      	
                      Title:

                    	 
      	 
      	 
      


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT

     

    The
Company hereby acknowledges this Exercise Notice and hereby directs
______________ to issue the above indicated number of shares of Series D
Preferred Stock in accordance with the terms of the Warrant.

     

    
      
        
          
            
              	 
      	
                      NUTRACEA

                    	 
	 	 	 
	 
      	
                      By:

                    	 
      	 
	 
      	
                      Name:

                    	 
	 
      	
                      Title:

                    	 


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    ASSIGNMENT
FORM

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


    


    


    FOR VALUE
RECEIVED, [all of the] [_______] shares of the foregoing Warrant and all rights
evidenced thereby [with respect to such shares] are hereby assigned to


     

    
      
        	
                 

              	
                 whose
      address is

              	 
      
	 
      	 
      	 
      
	
                 

              	
                 

              	 
      .
	 
      	 
      	 
      
	
                 

              	
                 

              	 
      


      

      
 

      
 

      
        
          
            
              
                
                  	 	 	
                          Dated:  ______________,
      _______

                        	  
	
                              
      

                        	 	 	  
      
	 	
                          Holder’s
      Signature:

                        	
                           
      

                        	
                           

                        
	 	 
      	 	 
      
	 	
                          Holder’s
      Address:

                        	
                           
      

                        	  
	 	 
      	 	 
      
	 	 
      	
                           
      

                        	   
      


                

              

            

          

        

      

      
 

    

    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or any change
whatsoever.