VOTING AND LOCK-UP AGREEMENTVoting and Lock-Up Agreement • October 20th, 2006 • Emerge Interactive Inc • Services-business services, nec • Delaware
This VOTING AND LOCK-UP AGREEMENT (this “Agreement”) dated as of October 16, 2006 among PRIME BIOSOLUTIONS, LLC, a Delaware limited liability company (the ”Company”), EMERGE INTERACTIVE, INC., a Delaware corporation (“eMerge”) and SAFEGUARD DELAWARE, INC., as a stockholder of eMerge (the ”Stockholder”).
REVOLVING LOAN AGREEMENT, PROMISSORY NOTE AND SECURITY AGREEMENTRevolving Loan Agreement • October 20th, 2006 • Emerge Interactive Inc • Services-business services, nec • Delaware
FOR VALUE RECEIVED, EMERGE INTERACTIVE, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of THE BIEGERT FAMILY IRREVOCABLE TRUST, DATED JUNE 11, 1998 (together with any successor, assignee or endorsee thereof, the “Lender”), at c/o Biegert Feeds, 115 S. 14th Street, Geneva, NE 68361 or such other place as the Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) (hereinafter, the “Maximum Commitment”), or as much thereof as shall have been advanced and remain outstanding hereunder, with interest on the unpaid principal balance at the Fixed Rate (as defined below), and the Lender hereby agrees to make loans to the Borrower in a principal amount up to the Maximum Commitment, all in accordance with the following terms and provisions:
AGREEMENT AND PLAN OF MERGER among EMERGE INTERACTIVE, INC., EMERGE MERGER SUB, LLC, PRIME BIOSOLUTIONS, LLC and PRIME BIOSHIELD, L.L.C. Dated as of October 16, 2006Merger Agreement • October 20th, 2006 • Emerge Interactive Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into effective as of October 16, 2006 among EMERGE INTERACTIVE, INC., a Delaware corporation (“eMerge”), EMERGE MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of eMerge (“Merger Sub”), PRIME BIOSOLUTIONS, LLC, a Delaware limited liability company (the “Company”), and PRIME BIOSHIELD, L.L.C., a Nebraska limited liability company which is the sole member of the Company (“Shield”).
