0001193125-03-098213 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase 802,568 Shares of Common Stock of eMerge Interactive, Inc.
Common Stock Purchase Warrant • December 22nd, 2003 • Emerge Interactive Inc • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, The Biegert Family Irrevocable Trust, dated June 11, 1998 (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 November 20, 2003 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from eMerge Interactive Inc., a corporation incorporated in Delaware (the “Company”), up to 802,568 shares (the “Warrant Shares”) of Common Stock, par value $0.008 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.98, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided h

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 22nd, 2003 • Emerge Interactive Inc • Services-business services, nec • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2003, by and between eMerge Interactive Inc., a Delaware corporation (the “Company”), and The Biegert Family Irrevocable Trust, dated June 11, 1998 (the “Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2003 • Emerge Interactive Inc • Services-business services, nec • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 20, 2003, by and between eMerge Interactive, Inc., a Delaware corporation (the “Company”), and The Biegert Family Irrevocable Trust, dated June 11, 1998 (the “Investor”).

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