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EXHIBIT 2.4
CATTLE PURCHASE CONTRACT AGREEMENT
THIS CATTLE PURCHASE CONTRACT AGREEMENT (the "Agreement") is made this
1st day of May, 2000, by and among EMERGE INTERACTIVE, INC., a Delaware
corporation ("Purchaser"); EASTERN LIVESTOCK CO., INC., a Kentucky corporation
("Seller") and XXXXXX X. XXXXXX and XXXX XXXXXXX XXXXXX ("Shareholders").
W I T N E S S E T H:
WHEREAS, Purchaser is this date closing the purchase of the Rollover
Business of Seller pursuant to that certain Agreement for Purchase and Sale of
Assets dated April 20, 2000 (the "Purchase Agreement"); and
WHEREAS, a portion of the assets of such Rollover Business is the
forward contracts of Seller for the purchase and sale of cattle in the future,
as listed on Exhibit A attached hereto (the "Forward Contracts"); and
WHEREAS, the Purchase Agreement provides, as part of the consideration
therefor, that the parties will enter into this Agreement; and
WHEREAS, Shareholders own all of the outstanding capital stock of
Seller; and
WHEREAS, the parties desire to enter into this Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Purchaser and Seller agree that all profit, if any, derived
from the performance of the Forward Contracts shall belong to Purchaser.
Likewise, Seller and Shareholders agree to indemnify Purchaser from any loss
derived from the performance of the Forward Contracts, taken as a whole.
2. As each Forward Contract for the purchase of cattle matures,
Purchaser shall wire to Seller adequate funds to pay for such cattle, and Seller
shall cause such cattle to be delivered directly to Purchaser. Title and
ownership to such purchase cattle shall vest exclusively in Purchaser at such
time.
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3. As each Forward Contract for the sale of cattle matures,
Purchaser shall deliver to Seller sufficient cattle to meet such Forward
Contract, and Seller shall cause the proceeds of such sales to be paid directly
to Purchaser.
4. After all the Forward Contracts are performed and closed out,
the Purchaser shall reconcile the net profit and loss derived from the
performance of each Forward Contract. The overall net profit shall be retained
by Purchaser, and in the event an overall net loss is derived therefrom, then
within ten (10) days following written demand by Purchaser, which notice shall
include a reconciliation of the Forward Contracts and proof of the sum due,
Seller shall wire funds to Purchaser in an amount equal to such overall net
loss.
5. Each party agrees to execute such other documents, instruments
and agreements as may be reasonably requested by any other party hereto in order
to effect and perform the transactions and obligations contemplated hereunder.
6. The parties understand and agree that, in the event Seller
does not remit payment of the overall net loss, as provided in Section 4 above
(and assuming Seller does not reasonably dispute, in writing, Purchaser's
computation thereof), within thirty (30) days following the written demand by
Purchaser, then such payment may be partly or fully satisfied, in Purchaser's
discretion, out of the "Security" being held in escrow pursuant to that certain
Registration Rights and Restricted Stock Agreement, dated the date hereof and
entered into between Purchaser, Seller and Xxxxxx X. Xxxxxx.
7. This Agreement shall not confer any rights or remedies upon
any person or entity other than the parties and their respective successors and
permitted assigns.
8. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. All facsimile executions
shall be treated as originals for all purposes.
[Remainder of Page Intentionally Left Blank]
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EXECUTED on the day first above written.
EASTERN LIVESTOCK CO., INC., a Kentucky
corporation
By: /s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX, President
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX, Individually
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX, Individually
EMERGE INTERACTIVE, INC., A DELAWARE
CORPORATION
By: /s/ T. Xxxxxxx Xxxxxx
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T. Xxxxxxx Xxxxxx, CFO
