Letter Agreement between RiceBran Technologies and its subsidiaries Golden Ridge Rice Mill, Inc. and MGI Grain Incorporated and Continental Republic Capital, LLC d/b/a Republic Business Credit, dated as of June 23, 2023

Exhibit 10.1

June 23, 2023

Continental Republic Capital, LLC d/b/a Republic Business Credit

900 Camp Street, Suite 301

New Orleans, LA 70130

Ladies and Gentlemen:

Reference is made to (i) that certain Agreement for Purchase and Sale, dated as of October 28, 2019, as amended by (a) that certain First Amendment to the Agreement for Purchase and Sale dated as of July 10, 2020; and (b) that certain Second Amendment to the Agreement for Purchase and Sale dated as of December 6, 2021; and (c) that certain Third Amendment to the Agreement for Purchase and Sale dated as of January 12, 2023 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Factoring Agreement”) by and among Continental Republic Capital, LLC d/b/a Republic Business Credit, a Louisiana limited liability company (successor by merger to Republic Business Credit, LLC, “you” or “Republic”), as purchaser (the “Purchaser”), and RiceBran Technologies, a California corporation (“RiceBran”), Golden Ridge Rice Mill, Inc., a Delaware corporation (“Golden Ridge”), and MGI Grain Incorporated, a Delaware corporation (“MGI Grain” and together with RiceBran and Golden Ridge, collectively, the “Seller”), and (ii) that certain Secured Promissory Note made by the Sellers, collectively, as borrower (the “Borrower”), in favor of you, as holder (the “Holder”), dated January 12, 2023, together with agreements, documents, and instruments ancillary thereto (the “Promissory Note”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Factoring Agreement or in the Promissory Note, as the context may require.

RiceBran has advised you that:

(a) Section 5.6 of the Factoring Agreement provides that, in connection with the operations of Seller, no inventory, equipment or other asset has been sold outside the ordinary course of the Seller’s business without first giving Purchaser written notice and obtaining Purchaser’s written consent, which consent shall not unreasonably be withheld or delayed;

(c) Section 8(F) of the Promissory Note provides that the Principal Amount and all accrued Interest on the Promissory Note shall be immediately due and payable upon any Borrower’s transfer or pledge of any portion of assets;

(d) RiceBran desires to enter into an Asset Purchase Agreement (the “APA”; and the transactions contemplated by the APA, collectively, the “Transactions”) to effect, among other things, the sale of certain assets, as identified on Exhibit A attached hereto (the “Sold Assets”), to Stabil Nutrition, LLC, a Missouri limited liability company;

(e) in consideration of Republic’s consent to RiceBran’s entry into the APA and to the Transactions and the release of Republic’s security interests in and liens on the Sold Assets, which security interests and liens were granted to Republic as security for the Obligations due from Seller (pursuant to the Factoring Agreement) and Borrower (pursuant to the Promissory Note), RiceBran shall pay Republic by wire transfer using the wiring instructions identified on Exhibit B attached hereto (the “Consideration Payment Instruction”) the amount of Four Hundred Fifty Thousand and 00/100 ($450,000.00) (the “Consideration Payment”) out of the first proceeds otherwise due to RiceBran under the APA, which Consideration Payment shall be applied by Republic to the Principal Amount (as defined by the Promissory Note); and

(f) in the absence of this letter agreement (this “Letter Agreement”), RiceBran’s entry into the APA and the Transactions would violate the terms of the Factoring Agreement, including Section 5.6 thereof, and the Promissory Note, including Section 8(F) thereof, and result in an “Event of Default” as defined in Section 7 of the Factoring Agreement or Section 5 of the Promissory Note, as applicable.

Accordingly, RiceBran has requested that you enter into this Letter Agreement to evidence your (i) consent and agreement that, subject to the terms of this Letter Agreement, notwithstanding anything in the Factoring Agreement or the Promissory Note to the contrary, the Transactions shall be permitted under the Factoring Agreement and the Promissory Note and (ii) waiver, subject to the terms of this Letter Agreement and notwithstanding anything in the Factoring Agreement or the Promissory Note to the contrary, of (A) Section 8(F) of the Promissory Note with respect to the Transactions and (B) any “Event of Default” under the Factoring Agreement or the Promissory Note that may arise or result from RiceBran’s entry into the APA and the Transactions.

Notwithstanding anything in the abovementioned sections of the Factoring Agreement or Promissory Note to the contrary, effective as of the Closing (as defined below), upon which Republic shall substantially concurrently therewith receive the Consideration Payment as described herein, you hereby (i) consent to and agree that RiceBran’s entry into the APA and the Transactions shall be permitted under the Factoring Agreement and the Promissory Note, (ii) waive any breach, default, event of default, or right of termination under the Promissory Note and/or the Factoring Agreement that may arise or result from RiceBran’s entry into the APA or the Transactions, including, without limitation, any “Event of Default” as defined in Section 7 of the Factoring Agreement or Section 5 of the Promissory Note, as applicable, and (iii) acknowledge that the consent and agreement set forth in clause (i) above shall satisfy Section 5.6 of the Factoring Agreement.‎

Republic hereby agrees that upon its receipt of the Consideration Payment in good and cleared funds (i) Republic shall execute and deliver to RiceBran any and all further documents, agreements and instruments, including the Uniform Commercial Code financing statement amendments attached hereto as Exhibit C (the “UCC-3 Amendments”), and any other documents and instruments as may reasonably be requested as evidence of Republic’s consent to the Transactions and termination of the security interests, liens, assignments or other encumbrances in connection with the Factoring Agreement or the Promissory Note that Republic has or may have as to the Sold Assets; and (ii) Republic shall take all such further actions that are reasonably necessary or desirable for the release of Republic’s liens and security interests in the Sold Assets, which actions may be reasonably required pursuant to the APA or under applicable law or otherwise reasonably necessary or desirable to effectuate the Transactions.

Each of RiceBran and Republic acknowledge and agree that it is contemplated that the execution of the APA will be concurrent with the consummation of the Transactions (the “Closing”) and has determined that entering into this Letter Agreement prior to the Closing is in the best interest of the parties to facilitate, permit and consent to the consummation of the Transactions as set forth herein. Accordingly, this Letter Agreement shall be deemed effective as of the Closing (without any further action or notice by any party). If for any reason the Closing does not occur, this Letter Agreement shall be null and void.

Each of Republic and RiceBran hereby acknowledges and agrees that in consideration of Republic’s consent to RiceBran’s entry into the APA and the Closing of the Transactions contemplated by the APA and Republic’s release of its security interests in and liens on the Sold Assets, Republic shall receive the Consideration Payment substantially concurrently with the Closing.

Please evidence your consent to and confirmation of the foregoing by executing this letter in the space provided below. Upon execution of this letter, please email a PDF of your signature to William J. Keneally ***@***) and a copy to Emily Kercheville ***@***).

If you have any questions or need any additional information regarding the foregoing, please do not hesitate to contact William J. Keneally ***@***). Thank you for your prompt consideration.

AGREED AND CONSENTED TO:

This ____ day of June, 2023

Continental Republic Capital, LLC

EXHIBIT A

SOLD ASSETS

Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the APA.

EXHIBIT B

CONSIDERATION PAYMENT INSTRUCTION

Account Name:                  CONTINENTAL REPUBLIC CAPITAL, LLC                           

Account Number:                  4123012635                                                      

Bank Name:                           WELLS FARGO BANK, NA                                    

Bank Routing/ABA Number:         121000248                                                      

Reference/Description:         FOR THE ACCOUNT OF RICEBRAN TECHNOLOGIES       

EXHIBIT C

UCC-3 AMENDMENTS

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