0001193125-05-015422 Sample Contracts

Contract
Securities Agreement • January 31st, 2005 • Emerge Interactive Inc • Services-business services, nec

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 31st, 2005 • Emerge Interactive Inc • Services-business services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 27, 2005, by and among eMerge Interactive, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

AMENDMENT TO ADDITIONAL INVESTMENT RIGHTS
Additional Investment Rights • January 31st, 2005 • Emerge Interactive Inc • Services-business services, nec

AMENDMENT dated as of January 27, 2005 (this “Amendment”) to the Additional Investment Rights (the “Additional Investment Rights”), each dated as of December 2, 2004, by and among eMerge Interactive, Inc. (the “Company”), and Omicron Master Trust, Cranshire Capital, LP and Steelhead Investments Ltd., respectively (the “Holders”) entered into by and among the Company and each of the Holders.

AMENDMENT TO WARRANTS
Warrant Amendment • January 31st, 2005 • Emerge Interactive Inc • Services-business services, nec

AMENDMENT dated as of January 27, 2005 (this “Amendment”) to Warrant No. 9, Warrant No. 10 and Warrant No. 11 (the “Warrants”), each dated as of December 2, 2004, by and among eMerge Interactive, Inc. (the “Company”), and Omicron Master Trust, Cranshire Capital, LP and Steelhead Investments Ltd., respectively (the “Holders”) entered into by and among the Company and each of the Holders.

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