Exhibit 10.48


    
      

    

    Exhibit
      10.48

     

    RESALE
      RESTRICTION AGREEMENT

     

    THIS
      RESALE RESTRICTION AGREEMENT (the “Agreement”)
      is
      made and entered into as of October 4, 2005, by and among NutraCea, a California
      corporation and <Name> (“Shareholder”).
      Capitalized terms used but not otherwise defined herein shall have the meanings
      ascribed to them in the Merger Agreement (as defined below). The obligations
      of
      the parties hereto shall be effective as of the Effective Time.

     

    NutraCea
      and Shareholder agree as follows:

     

    1.             Background
      and Purpose.
      NutraCea, Red Acquisition Corporation, a Delaware corporation and wholly-owned
      subsidiary of NutraCea (“Merger
      Sub”),
      and
      The RiceX Company, a Delaware corporation (“RiceX”),
      are
      parties to that certain Agreement and Plan of Merger and Reorganization
      (“Merger
      Agreement”)
      dated
      as of April 4, 2005, which provides for the merger (“Merger”)
      of
      Merger Sub into RiceX and for RiceX to thereafter be a wholly-owned subsidiary
      of NutraCea. Shareholder is the holder of shares of RiceX common stock and/or
      options to purchase shares of RiceX common stock and accordingly will receive
      significant consideration pursuant to the terms of the Merger Agreement. As
      a
      condition to the Merger, the Merger Agreement contemplates, among other things,
      that Shareholder will enter into this Resale Restriction Agreement
      (“Agreement”).

     

    2.             Resale
      Restriction.
      Shareholder agrees that, without the express prior written consent of NutraCea’s
      Chief Executive Officer acting on behalf of NutraCea, Shareholder will not
      offer, sell, make any short sale of, loan, encumber, grant any option for the
      purchase of, or otherwise dispose of (the “Resale
      Restrictions”),
      any
      securities of the NutraCea beneficially owned or otherwise held by Shareholder
      as of the date of this Agreement or hereafter acquired by Shareholder
      (collectively, the “Shares”)
      for a
      period of three (3) years after the Effective Time (the “Lock-up
      Period”).
      The
      foregoing Resale Restrictions are expressly agreed to preclude the holder of
      the
      Shares from engaging in any hedging or other transaction which may lead to
      or
      result in a sale of Shares during the Lock-up Period even if such Shares would
      be sold by someone other than Shareholder. Such prohibited hedging or other
      transactions would include without limitation any short sale, any pledge or
      any
      purchase, sale or grant of any right (including without limitation any put
      or
      call option) with respect to any of the Shares. The Resale Restrictions shall
      apply regardless of whether Shareholder is an employee of NutraCea.

     

    3.             Permitted
      Transfers to Family Members.
      Notwithstanding the provisions of Section 2 above, Shareholder may transfer
      (subject to the terms of any option or warrant agreement) any or all of the
      Shares either during Shareholder’s lifetime or on death by will or intestacy to
      Shareholder’s immediate family or to a trust the beneficiaries of which are
      exclusively Shareholder and/or a member or members of Shareholder’s immediate
      family; provided,
      however,
      that in
      any such case it shall be a condition to the transfer that the transferee
      execute an agreement stating that the transferee is receiving and holding the
      Shares subject to the provisions of this Agreement, and there shall be no
      further transfer of such Shares except in accordance with this Agreement. For
      purposes of this Agreement, “immediate family” shall mean spouse, lineal
      descendant, father, mother, brother or sister of the transferor.

     

    
      
        
          
          

        

        
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    4.             Stock
      Transfer Instructions.
      Shareholder agrees and consents to the entry of stop transfer instructions
      with
      the transfer agent for NutraCea’s common stock against any transfer of shares of
      NutraCea’s common stock by Shareholder in contravention of the Resale
      Restrictions.

     

    5.             Restrictive
      Legends.
      The
      certificates representing the Shares shall be marked with restrictive legends
      as
      follows:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      UPON
      TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED
      HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
      CORPORATION

     

    6.    Miscellaneous.

     

    6.1.           Entire
      Agreement.
      This
      Agreement, the Merger Agreement and the documents attached thereto or hereto
      as
      exhibits constitute the entire agreement between the parties, all oral
      agreements being merged herein, and supersede all prior representations. There
      are no representations, agreements, arrangements, or understandings, oral or
      written, between or among the parties relating to the subject matter of this
      Agreement that are not fully expressed herein and therein.

     

    6.2.           Amendment.
      This
      Agreement may be amended by the parties hereto at any time by execution of
      an
      instrument in writing signed on behalf of each of the parties
      hereto.

     

    6.3.           Waiver.
      Any
      waiver of the terms or conditions of this Agreement may be waived at any time
      by
      the party entitled to the benefit thereof, but no such waiver shall affect
      or
      impair the right of the waiving party to require observance, performance or
      satisfaction either of that term or condition as it applies on a subsequent
      occasion or of any other term or condition.

     

    6.4.           Nonassignability.
      This
      Agreement shall not be assigned by Shareholder without the prior written consent
      of NutraCea. Any assignment contrary to the provisions of this Agreement shall
      be deemed a default under this Agreement, allowing NutraCea to exercise all
      remedies available under law.

     

    6.5.           Succession.
      Subject
      to the provisions otherwise contained in this Agreement, this Agreement shall
      inure to the benefit of and be binding on successors and assigns of the
      respective parties.

     

    6.6.           Notices.
      Any
      notice under this Agreement shall be in writing, and any written notice or
      other
      document shall be deemed to have been duly given (i) on the date of personal
      service on the parties, (ii) on the third business day after mailing, if the
      document is mailed by registered or certified mail, (iii) one day after being
      sent by professional or overnight courier service or messenger service
      guaranteeing one-day delivery, with receipt confirmed by the courier, or (iv)
      on
      the date of transmission by telegram, telex, telecopy or other means of
      electronic transmission resulting in written copies, with receipt confirmed.
      Any
      such notice shall be delivered or addressed to the parties at the addresses
      set
      forth below or at the most recent address specified by the addressee through
      written notice under this provision. Failure to conform to the requirement
      that
      mailings be done by registered or certified mail shall not defeat the
      effectiveness of notice actually received by the addressee.

     

    
      
        
          
          

        

        
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    6.7.           Attorneys’
      Fees; Prejudgment Interest.
      If the
      services of an attorney are required by any party to secure the performance
      of
      this Agreement or otherwise upon the breach or default of another party to
      this
      Agreement, or if any judicial remedy or arbitration is necessary to enforce
      or
      interpret any provision of this Agreement or the rights and duties of any person
      in relation thereto, the prevailing party shall be entitled to reasonable
      attorneys’ fees, costs and other expenses, in addition to any other relief to
      which such party may be entitled. Any award of damages following judicial remedy
      or arbitration as a result of the breach of this Agreement or any of its
      provisions shall include an award of prejudgment interest from the date of
      the
      breach at the maximum amount of interest allowed by law.

     

    6.8.           Counterparts.
      This
      Agreement may be executed in any number of counterparts with the same effect
      as
      if the parties had all signed the same document. All counterparts shall be
      construed together and shall constitute one agreement.

     

    6.9.           Captions.
      All
      paragraph captions are for reference only and shall not be considered in
      construing this Agreement.

     

    6.10.         Severability.
      If any
      provision of Agreement is held by a court of competent jurisdiction to be
      invalid or enforceable, the remainder of the Agreement which can be given effect
      without the invalid provision shall continue in full force and effect and shall
      in no way be impaired or invalidated.

     

    6.11.         Governing
      Law.
      The
      rights and obligations of the parties and the interpretation and performance
      of
      this Agreement shall be governed by the law of California, excluding its
      conflict of laws rules.

     

    
      
        
        

      

      
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first above written.

       

      
        
          
            	
                    NUTRACEA

                  	 	
                    SHAREHOLDER

                  
	 	 	 
	 	 	 
	
                    Bradley
                      Edson, President

                  	 	
                    <Name>

                  
	 	 	 	 	 
	
                    Address:

                  	
                    NutraCea

                  	 	
                    Address:

                  	
                    c/o
                      The RiceX Company

                  
	 	
                    1261
                      Hawks’ Flight Court

                  	 	 	
                    1241
                      Hawk’s Flight Court

                  
	 	
                    El
                      Dorado Hills, CA 95762

                  	 	 	
                    El
                      Dorado Hills, California 95762

                  
	
                    Facsimile:

                  	
                    (916)
                      933-7001

                  	 	
                    Facsimile:

                  	
                    (916)
                      933-3232

                  


          

        

      

    

     

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