Form of IP Security Agreement dated February 13, 2017

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement), dated as of February 13, 2017, is made by and among RiceBran Technologies, a California corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Senior Secured Convertible Debentures due two (2) years following their issuance, in the original aggregate principal amount of $6,600,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

 

WHEREAS, the Company has entered into a Securities Purchase Agreement with certain purchasers (“Purchasers”) dated as of February 9, 2017 (the “Purchase Agreement”) and a Security Agreement dated as of February 13, 2017 (the “Security Agreement”) with the Secured Parties hereto;

WHEREAS, pursuant to the Purchase Agreement (as defined in the Debentures), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the Debentures;

WHEREAS, pursuant to a certain Subsidiary Guarantee, dated as of February 13, 2017 (the “Guarantee”), the Guarantors have jointly and severally agreed to guarantee and act as surety for payment of such Debentures; and

WHEREAS, in order to induce the Secured Parties to extend the loans evidenced by the Debentures, each Debtor has agreed to execute and deliver to the Secured Parties this IP Security Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through Sabby Management, LLC, who is defined as the “Agent” in Section 18 of the Security Agreement, a security interest in certain property of such Debtors to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Debentures and the Guarantors’ obligations under the Guarantee.

NOW THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

1.             Grant of Security. Each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties for the ratable benefit of the Secured Parties a security interest in and to, a lien upon and a right of set-off against all of the respective right, title and interest of each such Debtor in, to and under the following (the “IP Collateral”):

 

(a)         the patents and patent applications set forth in Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part, rights of priority, renewals, extensions, reexaminations, and reissues thereof and amendments thereto (the “Patents”);

 

(b)         the trademark registrations and applications set forth in Schedule 2 hereto, together with all of the goodwill connected with the use thereof and symbolized thereby and all extensions and renewals thereof (the “Trademarks”), excluding only United States intent-to-use (“ITU”) trademark applications to the extent that, and solely during the period in which, the grant, attachment, or enforcement of a security interest therein would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such ITU applications;

 

(c)          the copyright registrations, applications and copyright registrations and applications exclusively licensed to each Debtor set forth in Schedule 3 hereto, and all extensions and renewals thereof (the “Copyrights”);

 

(d)         all rights of any kind whatsoever of each such Debtor accruing under any of the foregoing IP Collateral provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;

 

(e)         any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

 

(f)          any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

 

2.             Recordation.  Each Debtor authorizes the Commissioner for Patents, the Commissioner for Trademarks and the Register of Copyrights and any other government officials to record and register this IP Security Agreement upon request by the Agent or any Secured Party.  Upon discharge in full of the Company’s and Debtors’ obligations under the Debentures and Security Agreement and the Guarantors’ obligations under the Guarantee, and written notification of discharge in full from the Agent on behalf of all Secured Parties, Company and Debtors are authorized to record with the foregoing government agencies and officials the documents necessary to release the security interests granted on the IP Collateral under this Agreement.

 

3.             Loan Documents.  This IP Security Agreement has been entered into pursuant to and in conjunction with the Purchase Agreement, Security Agreement, Debentures, and Guarantee which are hereby incorporated by reference.  The provisions of the Security Agreement shall supersede and control over any conflicting or inconsistent provision herein.  The rights and remedies of the Agent and Secured Parties with respect to the IP Collateral are as provided by the Purchase Agreement, Security Agreement, Debentures, and Guarantee and related documents, and nothing in this IP Security Agreement shall be deemed to limit such rights and remedies.

 

4.             Execution in Counterparts.  This IP Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page to this IP Security Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this IP Security Agreement.

 

5.             Successors and Assigns.  This IP Security Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

6.             Governing Law.  This IP Security Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

 

IN WITNESS WHEREOF, the parties hereto have caused this IP Security Agreement to be duly executed on the day and year first above written.

NONE.

 

 

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