Exhibit
10.3
TERMINATION AGREEMENT AND MUTUAL
RELEASE
This Termination Agreement and
Mutual Release (this “Agreement”) is entered into as of
this 14th day of February, 2007, by and 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” and together with
eMerge the “eMerge Parties”), PRIME BioSolutions, LLC,
a Delaware limited liability company (“PRIME”), and
PRIME BioShield, L.L.C., a Nebraska limited liability company,
which is the sole member of PRIME (“Shield” and
together with PRIME the “PRIME Parties”) (collectively,
the “Parties”).
WHEREAS, the Parties are parties to
the Agreement and Plan of Merger, dated October 16, 2006 (the
“Merger Agreement”); and
WHEREAS, the eMerge Parties and the
PRIME Parties desire to terminate, as of the date hereof, the
Merger Agreement pursuant to Section 9.01(a) thereof;
and
WHEREAS, the Parties desire to
release eMerge, Merger Sub, PRIME and Shield from all obligations
under the Merger Agreement.
NOW, THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Termination . The eMerge
Parties and the PRIME Parties hereby terminate the Merger
Agreement, pursuant to Section 9.01(a) thereof, by mutual written
consent, and agree that as a result of such termination and of the
mutual releases set forth in Section 2 below, no Party shall have
any continuing liabilities or obligations to any other Party of any
nature whatsoever under the Merger Agreement.
2. Release . Subject to the
terms of this Agreement, the eMerge Parties forever
