0001193125-04-029367 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 25th, 2004 • Emerge Interactive Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 22, 2004, among eMerge Interactive, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 25th, 2004 • Emerge Interactive Inc • Services-business services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 22, 2004, by and among eMerge Interactive, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

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