Registration Rights Agreement



 Exhibit 10.3 
  
 REGISTRATION RIGHTS AGREEMENT 
  

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 27, 2006, by and between eMerge Interactive, Inc., a
Delaware corporation (the “Company”), and The Biegert Family Irrevocable Trust, dated June 11, 1998 (the “Investor”). 
  
 RECITALS 
  
 1. The Company and the Investor are parties to that certain Securities Purchase Agreement, dated effective as of the date hereof (the “Purchase
Agreement”), relating to the terms of closing an investment in the Company’s Class A common stock, par value $0.008 per share (the “Common Stock”). 
  
 2. The obligations of the parties under the Purchase Agreement are conditioned, among other things, upon the execution and
delivery by the parties of this Agreement. 
  
 3. The Company and
the Investor desire to grant and to be granted the rights created in this Agreement. 
  
 NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows: 
  
 AGREEMENT 
  
 1. Definitions. In addition to the other terms defined in this
Agreement, the following terms shall have the following meanings: 
  
 (a) “Commission” means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. 
  
 (b) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute,
and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 
  
 (c) “Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an estate, an
unincorporated organization, a government and any agency or political subdivision thereof. 
  
 (d) “Registrable Securities” means (i) the Shares issued pursuant to the Purchase Agreement, (ii) the Shares issuable upon exercise of the Warrant issued pursuant to the Purchase Agreement;
and (iii) any other securities of the Company distributable on, with respect to, or in substitution of, such Shares, except in either case for those that have been registered, sold or transferred pursuant to an effective Registration Statement,
or are available for sale or transfer pursuant to Rule 144 under the Securities Act. 







 (e) “Registration Expenses” means all expenses incurred in effecting the registration
provided for in Section 2, including without limitation all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, underwriting expenses (other than fees, commissions or discounts) and Company
expenses of complying with the securities or blue sky laws of any jurisdictions (but excluding fees and disbursements of counsel and other agents for the selling holders of Registrable Securities). 
  
 (f) “Securities Act” means the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 
  
 (g) All other terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. 
  
 2. Demand Registration. 
  
 (a) On or prior to October 27, 2006 (the “Filing
Date”), the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities (and including, for purposes of this number, any securities which may be issuable upon any
stock split, dividend or other distribution or recapitalization provision in the Warrants or in connection with any anti-dilution provisions in the Warrants) for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms
of this Agreement, the Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to January 27,
2007 (the “Effectiveness Date”), and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that the Registration
Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without limitation due to volume restrictions (the “Effectiveness
Period”). The Investor may sell such Registrable Securities in an offering pursuant to this Section 2 that is underwritten (“Underwritten Offering”). In an Underwritten Offering, the investment banker or
investment bankers and manager or managers that will administer the offering will be selected by the holders of a majority of the Registrable Securities included in the offering, subject to approval of the Company (which will not be unreasonably
withheld). 
  
 (b) A Registration Statement filed pursuant to the
request of the Investor may include other securities of the Company with respect to which “piggy-back” registration rights have been granted, and may include securities of the Company being sold for the account of the Company;
provided, however, that if the Company shall request inclusion in any registration pursuant to this Section 2 of the securities being sold for its own account, or if other persons shall request inclusion in any registration
undertaken pursuant to this Section 2, the Investor shall, on behalf of all entities requesting inclusion in such registration, offer to include such securities in the offering; provided, however, that the Investor may
condition any such offer on its acceptance of reasonable conditions (including, without limitation, if such offering is an Underwritten Offering, that the Company or any other such requesting holders agree in writing to enter into an underwriting
agreement with usual and customary terms). Notwithstanding any 
  

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 other provisions of this Section 2, if the representative of the underwriters advises the Investor in writing
that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be underwritten and included in the registration shall be allocated: (i) first, to the Investor requiring registration,
(ii) second, to the Company and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has
requested registration. If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Person shall be excluded therefrom by written notice from the Company, the underwriter
or the Investor. The securities so excluded shall also be withdrawn from registration. 
  
 (c) The Company shall immediately notify the Investor and such holders that were included in the registration (collectively, the “Holders”) via facsimile of the effectiveness of the Registration Statement on
the same day that the Company receives notification of the effectiveness from the Commission. 
  
 (d) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as
required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or
(iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities which it is required
to cover at any time prior to the expiration of its Effectiveness Period, for an aggregate of 20 Trading Days for all such events (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i), and
(ii) or for purposes of clause (iii) the date on which such 20 Trading Day period is exceeded, being referred to as and “Event Date”), then, in addition to any other rights available to the Holders under the Transaction
Documents or under applicable law, (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Subscription Amount of such Holder
pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder
an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any liquidated damages pursuant to this
Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the
date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The parties agree that the Company will not be liable for liquidated damages under this Section in respect of the Warrant Shares. The
liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. 
  
 (e) Except as provided in Section 2(a) with respect to withdrawn Registration Statements, all Registration Expenses of the Investor incurred
in connection with the registration requested pursuant to this Section 2 will be borne by the Company. 
  

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 3. “Piggy-Back” Registrations. 
  
 (a) If the Company decides to register any of its Common Stock or securities
convertible into or exchangeable for Common Stock under the Securities Act on a form which is suitable for an offering for cash of shares of the Company held by third parties and which is not a registration solely to implement an employee benefit
plan, a Registration Statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Commission is applicable, the Company will promptly give written notice to the Investor of its intention to effect
such a registration. Subject to Section 3(b) below, the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Investor requests be included in such registration
by a written notice delivered to the Company within 15 days after the notice given by the Company. The Investor agrees that any securities it requests to be included in a Company registration pursuant to this Section 3 will be included
by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale for its own account. 
  
 (b) If the registration involves an Underwritten Offering, the Company will not be required to register Registrable
Securities in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a “Cutback”), which recommendation, and supporting reasoning, shall be delivered to the
Investor. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its
own account, (ii) second, to the Investor, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such
requesting holder has requested registration. 
  
 (c) If the
Company elects to terminate any registration filed under this Section 3, the Company will have no obligation to register the securities sought to be included by the Investor in such registration. If the Company includes in such
registration any securities to be offered by it, all Registration Expenses of the Investor will be borne by the Company. 
  
 4. Procedure for Registration. Whenever the Company is required under Section 2 to register Registrable Securities, it agrees to
do the following: 
  
 (a) use its reasonable best efforts to keep
such Registration Statement continuously effective until the Investor may first sell any of the Registrable Securities under Rule 144 (i.e., one year from the Closing Date, as defined in the Purchase Agreement) in order to complete the proposed
distribution; upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such Registration Statement
correcting any such misstatement or omission; 
  
 (b) prepare and
file with the Commission a Registration Statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for the period set forth in Section 4(a); cause the 
  

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 prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule
424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the prospectus;

  
 (c) advise the underwriter(s), if any, and selling Investor
promptly and, if requested by such Persons, to confirm such advice in writing, (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any
post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the prospectus or for additional information relating
thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the
Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (iv) of the existence of any fact or the happening of any event that makes any statement of a material
fact made in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the
prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time; 
  
 (d) furnish to the
selling Investor and each of the underwriter(s), if any, before filing with the Commission, copies of the Registration Statement or any prospectus included therein or any amendments or supplements to any such Registration Statement or prospectus
(including, if requested, all documents incorporated by reference after the initial filing of such Registration Statement), and the Company will consult with the selling Investor of Registrable Securities covered by such Registration Statement or
the underwriter(s), if any, prior to the filing of such Registration Statement or prospectus; 
  
 (e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as
the selling Investor and underwriter(s), if any, may reasonably request to have included therein, with respect to the number of Registrable Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of
the offering of the Registrable Securities to be sold in such offering and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment; 
  

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 (f) furnish to the selling Investor and each of the underwriter(s), if any, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 
  
 (g) deliver to the selling Investor and each of the underwriter(s), if any,
without charge, as many copies of the prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the prospectus and any amendment or
supplement thereto by the selling Investor and each of the underwriter(s), if any, in connection with the offering and the sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto; 
  
 (h) prior to any public offering of Registrable Securities, the Company shall
use its reasonable best efforts to register or qualify the Registrable Securities under the securities or blue sky laws of such jurisdictions as the selling Investor or underwriter(s), if any, may reasonably request and do any and all other acts or
things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to register or
qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not now so subject; 
  
 (i) cooperate
with the selling Investor and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable
Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request prior to any sale of Registrable Securities made by such underwriter(s); 
  
 (j) if any fact or event contemplated by clause (c)(iv) above shall
exist or have occurred, promptly prepare a supplement or post-effective amendment to the Registration Statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; 
  
 (k) cooperate and assist in any filings required to be made with the National
Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in
accordance with the rules and regulations of the NASD; 
  
 (l)
otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements
of the Securities Act and Rule 158 thereunder (which need not be audited) for the twelve-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts
Underwritten Offering or (ii) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement; 
  

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 (m) enter into such customary agreements (including an underwriting agreement in form acceptable to the
Company) with any underwriter in order to expedite or facilitate the disposition of such Registrable Securities; 
  
 (n) make available for inspection by any Holder included in such Registration Statement, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the
Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such Inspector in connection with such Registration Statement; provided that records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not
be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction; provided, further, each Holder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow
the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential. 
  
 5. Limitation on Registration; Lock-Up Agreement; Suspension of Sales. 
  
 (a) The Company is not required to file more than one Registration Statement under Section 2(a). 
  
 (b) Each Holder agrees not to effect or request any public sale or
distribution of securities which are the same as or which are similar in nature as the securities of the Company being registered, during the 14 days prior to and during the 90-day period beginning on, the effective date of a Registration Statement
filed by the Company (except as part of such registration). 
  
 (c) The Company agrees not to effect or initiate a Registration Statement for any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such
securities, during the 14 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement in which the Holders are participating (except as part of such registration). 
  
 (d) Each Holder agrees that, upon receipt of notice from the Company of the
occurrence of any event of the kind described in Section 4(c)(ii-iv), such Holder will forthwith discontinue disposition of such Registrable Securities following the effective date of a Registration Statement covering such Registrable
Securities until such Holder’s receipt of copies of the prospectus supplement and/or post-effective amendment contemplated by Section 4(j), or until it is advised in writing by the Company that the use of the applicable prospectus
may be 
  

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 resumed and, in either case, has received copies of any additional or supplemental filings that are incorporate or deemed
to be incorporated by reference in such prospectus or Registration Statement. 
  
 6. Indemnification. 
  
 (a) The Company agrees to indemnify and hold harmless the Investor and each Person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus (or any amendment or supplement
thereto), or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to the
Investor furnished in writing to the Company by the Investor expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. 
  
 (b) If any action, suit or proceeding shall be brought against the Investor
or any Person controlling the Investor in respect of which indemnity may be sought against the Company, the Investor or such controlling Person shall promptly notify the parties against whom indemnification is being sought (collectively the
“Indemnifying Parties” and each an “Indemnifying Party”), and such Indemnifying Parties shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; provided,
however, that failure to so notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability unless and to the extent it is prejudiced as a result of such failure. The Investor or any such controlling Person shall
have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor or such controlling Person unless
(i) the Indemnifying Parties have agreed in writing to pay such fees and expenses, (ii) the Indemnifying Parties have failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding
(including any impleaded parties) include both the Investor or such controlling Person and the Indemnifying Parties and the Investor or such controlling Person shall have been advised in writing by its counsel that representation of such indemnified
party and any Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests
between them (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of the Investor or such controlling Person). It is understood, however, that the Indemnifying Parties
shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for the Investor and controlling Persons not having actual or potential differing interests with the Investor or among themselves,
which firm shall be designated in writing by the Investor, and that 
  

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 all such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Parties shall not be liable for any
settlement of any such action, suit or proceeding effected without their written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Parties
agree to indemnify and hold harmless the Investor, to the extent provided in paragraph (a) hereof, and any such controlling Person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment.

  
 (c) The Investor agrees to indemnify and hold harmless the
Company, and its directors and officers, and any Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity from the Company to the Investor
set forth in paragraph (a) hereof, but only with respect to information relating to the Investor furnished in writing by or on behalf of the Investor expressly for use in the Registration Statement or prospectus; provided,
however, that the Investor shall not be liable for any claims hereunder in an amount in excess of the net proceeds received by the Investor from the sale of the Registrable Securities pursuant to the Registration Statement. If any action,
suit or proceeding shall be brought against the Company, any of its directors or officers, or any such controlling Person based on the Registration Statement or prospectus, and in respect of which indemnity may be sought against the Investor
pursuant to this paragraph (c), the Investor shall have the rights and duties given to the Company by paragraph (b) above (except that if the Company shall have assumed the defense thereof the Investor shall not be required to do
so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Investor’s expense), and the Company, its directors and officers, and any such controlling Person
shall have the rights and duties given to the Investor by paragraph (b) above. 
  
 (d) If the indemnification provided for in this Section 6 is unavailable (except if inapplicable according to its terms) to an indemnified party under paragraphs (a) or (c) hereof
in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an Indemnifying Party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Investor, on the other hand, from its sale of Registrable
Securities (it being expressly understood and agreed that the relative benefits received by the Company from the sale of the Registrable Securities shall be equal to the amount of net proceeds received by the Company from the sale of the Registrable
Securities to the Investor), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the one hand, and the Investor, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company, on the one hand, and the Investor, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by the Investor, on the other hand, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. 
  

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 (e) The Company and the Investor agree that it would not be just and equitable if contribution pursuant
to this Section 6 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 6, the Investor shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by it in connection with the sale of the Registrable Securities exceeds the amount of any damages which the Investor has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. 
  
 (f) The indemnity and
contribution agreements contained in this Section 6 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on
behalf of the Investor or any Person controlling the Investor, the Company, its directors or officers or any Person controlling the Company. A successor to the Investor or any Person controlling the Investor, or to the Company, its directors or
officers or any Person controlling the Company shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 6. 
  
 (g) No Indemnifying Party shall, without the prior written consent of the indemnified party, effect any settlement of any
pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. 
  
 7. Rule 144 Requirements. The Company is subject to the reporting requirements of the Exchange Act and the Company will use its reasonable
best efforts to file with the Commission such information as the Commission may require and will use its reasonable best efforts to make available Rule 144 under the Securities Act (or any successor exemptive rule). 
  
 8. Obligations of the Investor and Others in a Registration.
The Investor agrees to timely furnish such information regarding such Person and the securities sought to be registered and to take such other action as the Company may reasonably request in connection with the registration, qualification or
compliance. The Company may exclude from any Registration Statement the Investor if it fails to timely comply with the provisions of the preceding sentence. If the registration involves an underwriter, the Investor agrees, upon the request of such
underwriter, not to sell any unregistered securities of the Company for a period of ninety (90) days following the effective date of the Registration Statement for such offering and to enter into an underwriting agreement with such underwriters
containing usual and customary terms and provisions. The Investor agrees not to affect the sale of securities under any Registration Statement until it has received a prospectus, as needed, and notice of the effectiveness of the Registration
Statement of which the prospectus forms a part. 
  

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 9. Preparation; Reasonable Investigation. In connection with the preparation and filing of
each Registration Statement under the Securities Act pursuant to this Agreement, the Company will give the Holders, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the
Holders, the opportunity to participate in the preparation of such Registration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto. 
  
 10. Rule 144A. The Company agrees that, upon the request of any
Holder or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within 15 days of a request) to such Holder or potential purchaser, the following information: 
  
 (a) a brief statement of the nature of the business of the Company and any
subsidiaries and the products and services they offer; 
  
 (b) the
most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent
reasonably available); and 
  
 (c) such other information about
the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall request in order to comply with Rule 144A, as amended, and in connection
therewith the anti-fraud provisions of the federal and state securities laws. 
  
 The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this
Section 10 will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not
misleading. 
  
 11. Consent to be Bound. Each
subsequent Holder must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement. 
  
 12. Assignability of Registration Rights. Subject to Section 11 hereof and Section 4.1 of the
Purchase Agreement, the registration rights set forth in this Agreement are assignable to each assignee as to each share of Registrable Securities conveyed in accordance herewith who agrees in writing to be bound by the terms and conditions of this
Agreement. 
  
 13. Amendment, Termination and
Waiver. Except as otherwise provided herein, no amendment, modification, termination or cancellation of this Agreement shall be effective unless made in a writing signed by the Company and the Investor. 
  

 11 








 14. Specific Performance. The Company and the Investor agree that the rights created by
this Agreement are unique, and that the loss of any such right is not susceptible to monetary quantification. Consequently, the parties agree that an action for specific performance (including for temporary and/or permanent injunctive relief) of the
obligations created by this Agreement is a proper remedy for the breach of the provisions of this Agreement, without the necessity of proving actual damages. If the parties hereto are forced to institute legal proceedings to enforce their rights in
accordance with the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable expenses, including attorneys’ fees, in connection with any such action. 
  
 15. Miscellaneous. 
  
 (a) Except as otherwise specifically provided herein, all notices, requests,
demands and other communications provided for hereunder shall be in writing and shall be deemed effectively given (i) upon receipt when personally delivered, (ii) one (1) day after being sent by overnight delivery or telecopy
providing confirmation or receipt of delivery, or (iii) three (3) days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, to the applicable party at the addresses indicated below:

  
 If to the Company: 
  
 eMerge Interactive, Inc. 
 10305 102nd Terrace 
 Sebastian, Florida 32958

 Attention: David C. Warren 
  

			
	 Telephone:
	 	(772) 581-9741
	 Telecopy:
	 	(772) 581-0204

  
 With a copy to:

  
 Hunton & Williams LLP 
 Riverfront Plaza, East Tower 
 951 East Byrd
Street 
 Richmond, VA 23219 
 Attention: Gary Thompson 

			
	 Telephone:
	 	(804) 788-8200
	 Telecopy:
	 	(804) 788-8218

  

 12 








 If to the Investor: 
  
 Judith Ackland and Larry Cox, Co-Trustees of 
 The Biegert Family Irrevocable Trust 
 Biegert Feeds 
 115 So. 14th Street 
 Geneva, NE 68361


			
	 Attention:
	 	Jeff Biegert
	 Telephone:
	 	(402) 759-4994
	 Telecopy:
	 	(402) 759-4995

  
 With a copy to:

  
 or, as to each of the foregoing, at such other address as shall be designated
by such Person in a written notice to the other parties complying as to delivery with the terms of this paragraph (a). 
  
 (b) This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the
State of Delaware without regard to the principles of conflicts of law thereof. 
  
 (c) This Agreement and the Purchase Agreement, and all other agreements executed in connection herewith and therewith, constitute the full and entire understanding and agreement between the parties regarding the
matters set forth herein and therein. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the successors, assigns, heirs, executors and administrators of the parties. 
  
 (d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 (e) If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not
contained herein. 
  
 [Remainder of page left blank
intentionally; signature page follows] 
  

 13 








 IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed
as of the date first set forth above. 
  

			
	THE COMPANY:
	 eMerge Interactive, Inc.

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	THE INVESTOR:
	 Judith Ackland and Larry Cox, Co-Trustees of

	 The Biegert Family Irrevocable Trust

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 [Signature page
for Registration Rights Agreement] 
  

 14