PRO ELITE, INC. (A NEW JERSEY CORPORATION)Warrant Agreement • December 21st, 2001 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • New Jersey
Exhibit 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into on this day of May, 2001 by and between Pathfinder International Group, Inc. ("the Consultant") whose business address is at 33 11th Avenue,...Consulting Agreement • December 21st, 2001 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
GRAPHIC OMITTED] FLEER/SKYBOX INTERNATIONAL LP FLEER 1120 Route 73, Suite 300 TRADING BRANDS Mt. Laurel, NJ 08054 TEL: (856) 731-6200 August 24, 2001 Bob Polsky, CEO PROELITE 100 Dorigo Lane Secaucus, New Jersey 07094 Dear Bob: This letter, when...Licensing Agreement • December 21st, 2001 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated January 30, 2001, between Pro Elite, Inc., a New Jersey corporation (the "Company"), and Michael Polsky, a resident of _________________________________________, New Jersey ("Employee")....Employment Agreement • August 31st, 2001 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”), the Placement Agent Agreement between Hunter and I-Fight, Inc. dated August 15, 2006 (the “Original Agreement”) and the First Amendment to the Placement Agreement by and among Hunter, I-Fight, Real Sport, Inc. (“RSI”), and the Company (together with the Original Agreement, the “Placement Agreement”).
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • May 8th, 2007 • Pro Elite Inc • Services-amusement & recreation services
Agreement made as of this 8th day of November, 2006, between PRO ELITE, INC., 12100 Wilshire Boulevard, Suite 800, Los Angeles, CA 90025 (hereinafter referred to as “Licensor”) and SHOWTIME NETWORKS INC., 1633 Broadway, New York, New York 10019 (hereinafter referred to as “SNI”) concerning the staging, television production and distribution of mixed martial arts programs as more fully set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2007 • Proelite, Inc. • Services-amusement & recreation services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2007, by and among ProElite, Inc., a New Jersey corporation (the “Company”), on the one hand, and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) and Hunter World Markets, Inc. (“Hunter”), on the other hand.
I-FIGHT, INC.Placement Agent Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
THIS ASSET PURCHASE AGREEMENT dated as of November 30, 2006 is made and entered into by and between Real Sport, Inc., a California corporation (“Purchaser”), and Pro Elite, Inc. (“Parent”), a New Jersey corporation, on the one hand; and Lifelogger LLC, a Delaware limited liability company (the “Seller”), on the other hand.
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October __, 2006 by and among Pro Elite, Inc., a New Jersey corporation, with its principal office at 9229 Sunset Boulevard, Suite 505, Los Angeles, California 90069 (the “Pro Elite”), I-Fight, Inc., a California corporation and a wholly owned subsidiary (“I-Fight,” together with Pro Elite the “Company”), and William Kelly (“Employee,” together with the Company, the “Parties”), with reference to the following facts:
AGREEMENTPersonal Services Agreement • May 3rd, 2007 • Pro Elite Inc • Services-amusement & recreation services • California
This Agreement, effective on December 1, 2006, is entered into by and between Pro Elite, Inc. (“Company”), 12100 Wilshire Blvd., Suite 800, Los Angeles, CA 90025, and MMA Entertainment Inc. (“Lender”) for the services of Frank Shamrock Juarez (“Shamrock”), in connection with Shamrock’s Personal Services of Shamrock (“Personal Services” shall mean and be understood as services that are unrelated to Shamrock’s performance as an unarmed combatant) for Company in connection with Company’s businesses, including without limitation, Company’s web initiative presently entitled “EliteXC.com” (“Website”). A separate agreement, Unarmed Combatant Promotional Agreement, has been entered into by and between Pro Elite Inc. and Frank Shamrock relating to his performance as an unarmed combatant to Pro Elite Inc. in Pro Elite Inc. promoted bouts and events.
STRATEGIC INVESTMENT AGREEMENT October 9, 2009Strategic Investment Agreement • October 22nd, 2009 • Proelite, Inc. • Services-amusement & recreation services • California
This STRATEGIC INVESTMENT AGREEMENT (“Agreement”), dated as of October 9, 2009, is made by and between ProElite, Inc., a New Jersey corporation (the “Company”), on the one hand, and Stratus Media Group, Inc., a Nevada corporation (“SMGI”) on the other hand. The Company and SMGI are collectively referred to herein as the “Parties” or “parties.” This Agreement is entered into with reference to the following:
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 28th, 2008 • Proelite, Inc. • Services-amusement & recreation services
This Investor Rights Agreement (this “Agreement”) is made and entered into as of February 22, 2008, by and among ProElite, Inc., a New Jersey corporation (the “Company”), and Showtime Networks Inc. (“Holder”) with reference to the following.
STRATUS MEDIA GROUP, INC. Santa Barbara, California 93101 June 13, 2011Strategic Investment Agreement • June 20th, 2011 • Proelite, Inc. • Services-amusement & recreation services • California
Reference is made to that certain Strategic Investment Agreement dated as of October 9, 2009, as amended (the “Investment Agreement”) relating to the investment by Stratus Media Group, Inc. (“SMG”) in ProElite, Inc. (“PEI”) in the form of Series A Convertible Preferred Stock (the “Preferred Shares”). Defined terms not defined herein shall have the meanings ascribed to them in the Investment Agreement.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
This Investor Rights Agreement (this “Agreement”) is made and entered into as of January 3, 2007, by and among Pro Elite, Inc., a New Jersey corporation (the “Company”), Showtime Networks Inc. (“SNI”), Gary Shaw (“Shaw”), Douglas DeLuca (“DeLuca”) and Santa Monica Capital Partners II, LLC, (“SMCP”) with reference to the following.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 19th, 2007 • Proelite, Inc. • Services-amusement & recreation services • California
This Asset Purchase Agreement is made as of September 13, 2007 (this “Agreement”) by and between ProElite, Inc., a New Jersey corporation having its principal place of business at 12121 Wilshire Boulevard, Suite 1001, Los Angeles, California 90025 (“Company”), on the one hand, and Future Fight Productions, Inc., a Hawaii corporation, having its principal place of business at 1311 Lunalilo Home Road, Honolulu, Hawaii 96825 (“Seller”) and the holders of one hundred percent (100%) of the outstanding shares of capital stock, listed in Schedule 2.1 attached hereto (the “Shareholders”), on the other hand.
ASSET PURCHASE AGREEMENT AMONG PROELITE, INC., ELITEXC LIVE, AND EXPLOSION ENTERTAINMENT, LLC FEBRUARY 5, 2009Asset Purchase Agreement • February 11th, 2009 • Proelite, Inc. • Services-amusement & recreation services • California
This Asset Purchase Agreement is made as of February 5, 2009, among ProElite, Inc., a New Jersey corporation (“ProElite”), EliteXC Live, a California corporation and a wholly-owned subsidiary of ProElite (“EliteXC” and together with ProElite, the “Sellers” and each a “Seller”) and Explosion Entertainment, LLC, a California limited liability company (“Buyer”). This Asset Purchase Agreement, including all schedules and exhibits hereto, is referred to as the “Agreement.”
AGREEMENTLicensing Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
THIS AGREEMENT (this “Agreement”) is made as of November 28, 2006 (the “Effective Date”), by and between PRO ELITE, INC., a New Jersey corporation (“Pro Elite”), on the one hand, and RUMBLE WORLD ENTERTAINMENT, INC., a Hawaii corporation and its wholly owned subsidiary RUMBLE WORLD ENTERTAINMENT LLC, a Hawaii limited liability company (collectively, “RWE”), on the other hand. Pro Elite and RWE are referred to as the “Participants.”
Showtime Networks, Inc.Promissory Note • June 24th, 2008 • Proelite, Inc. • Services-amusement & recreation services
Reference is hereby made to that certain Promissory Note dated December 17, 2007 (the "Existing Note"). This confirms our agreement to extend the maturity of the Existing Note from December 17, 2008 to March 31, 2009. Accordingly, all obligations contained in the Existing Note which are to be performed on or before December 17, 2008 must now be performed on or before March 31, 2009. Except as amended hereby, the Existing Note shall remain in full force and effect.
UNARMED COMBATANT PROMOTIONAL AGREEMENTUnarmed Combatant Promotional Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
This Unarmed Combatant Promotional Agreement ("Agreement") is made and entered as of the date that this Agreement is executed by Fighter ("Effective Date") and is made and entered into by and between Pro Elite Inc., (herein after “Pro Elite”) and ______________, Lender, and Frank Juarez Shamrock, (hereinafter, collectively and/or individually as applicable, "Fighter"). This Agreement shall define, set forth and control the parties’ relationship and all parameters relating thereto. If prior to the execution of this Agreement, a Letter of Understanding/Intent or another agreement was entered into and executed by and between Fighter and Pro Elite Fighter acknowledges and understands that the terms set forth in such previously executed agreement shall remain in full force and effect, and Fighter shall be contractually bound and obligated to perform in accordance with the terms set forth therein. Upon the execution of this Agreement, the terms, conditions and rights set forth in this Agreem
TERM CREDIT AGREEMENTTerm Credit Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
THIS TERM CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2006, by and between I-FIGHT, INC., a California corporation (“Borrower”), and The Hunter Fund Limited (“Lender”), with reference to the following:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
THIS SHARE EXCHANGE AGREEMENT, dated as of the 3rd day of October 2006 (the “Agreement”), by and among Pro Elite, Inc., a New Jersey corporation (the “Company”) and the parties listed on the signature page hereof (each a “Seller” and collectively, the “Sellers”). The Company and Sellers are collectively referred to herein as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 17th, 2007 • Proelite, Inc. • Services-amusement & recreation services
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 17th, 2007 • Proelite, Inc. • Services-amusement & recreation services • California
This STOCK PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2007; by and between ProElite, Inc., a New Jersey corporation (the “Pledgor”) and Terry Trebilcock and Juliemae Trebilcock (the “Pledgees”) with reference to the following:
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
THIS FIRST AMENDMENT (the “Amendment”) TO THE REGISTRATION RIGHTS AGREEMENT dated as of September 29, 2006 (the “Agreement”) is entered into as of December 20, 2006, by and among Hunter World Markets, Inc. (“Hunter”), Pro Elite, Inc., a New Jersey corporation (“Company”), and Absolute Return Europe Fund, Absolute East West Fund, Absolute Octane Fund, Absolute Large Cap Fund, Absolute Activist Value Fund and European Catalyst Fund (collectively, the “Purchasers”).
TK INVESTOR RELATIONS GROUP INC [TK LOGO]Investor Relations Agreement • December 21st, 2001 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • September 17th, 2008 • Proelite, Inc. • Services-amusement & recreation services • California
This AMENDMENT NO. 1, dated as of September 10, 2008 (this “Amendment”), is made by and between ProElite, Inc., a New Jersey corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto (the “Subsidiary Grantors” and, together with the Company, collectively, the “Grantors”), and Showtime Networks, Inc. (the “Secured Party”).
ContractSenior Secured Note • June 24th, 2008 • Proelite, Inc. • Services-amusement & recreation services • California
THIS NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 28th, 2008 • Proelite, Inc. • Services-amusement & recreation services • California
This Subscription Agreement (this“Agreement”) is made and entered into as of February 22, 2008 between ProElite, Inc., a New Jersey corporation (the “Company”) and Showtime Networks Inc. (the “Issuee”) with reference to the following:
WAIVER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2007 • Proelite, Inc. • Services-amusement & recreation services
This Waiver and Amendment to the Registration Rights Agreement (“Amendment”) is dated as of June 27, 2007, by and among ProElite, Inc., a New Jersey corporation (the “Company”), on the one hand, and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) and Hunter World Markets, Inc. (“Hunter”), on the other hand.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • July 29th, 2008 • Proelite, Inc. • Services-amusement & recreation services • California
This AMENDED AND RESTATED CONSULTING AGREEMENT (“Agreement”) is entered into as of July 15, 2008 by and between ProElite, Inc., a New Jersey corporation, with its principal office at 12121 Wilshire Boulevard, Suite1001, Los Angeles, CA 90025 (“PEI”), Gary Shaw, an individual (“Shaw”), and Gary Shaw Productions MMA, LLC, a New Jersey limited liability company (“GSP” and collectively with PEI and Shaw, the “Parties”), with reference to the following facts:
SECOND AMENDED AND RESTATED SERVICES LOANOUT AGREEMENTServices Loanout Agreement • July 29th, 2008 • Proelite, Inc. • Services-amusement & recreation services • California
THIS AMENDED AND RESTATED SERVICES LOANOUT AGREEMENT (this “Agreement”), dated as of July 22, 2008, (the “Effective Date”) is entered into between ProElite, Inc., a New Jersey corporation (the “Company”), and Legacy of Life Entertainment, Inc. (“Legacy”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Proelite, Inc. • Services-amusement & recreation services • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 11, 2007 by and between PROELITE, INC., a New Jersey corporation, with its principal office at 12121 Wilshire Boulevard, Suite 1001, Los Angeles, California 90025 (the “Company”), and TERRY TREBILCOCK (“Employee,” together with the Company, the “Parties”), with reference to the following facts:
AGREEMENTShareholder Agreement • August 24th, 2007 • Proelite, Inc. • Services-amusement & recreation services • California
This Agreement (“Agreement”) is made as of __________, 2007, by and between the undersigned shareholder (“Shareholder”) and ProElite, Inc., a New Jersey corporation (“ProElite”), with reference to the facts set forth below:
LOCK-UP AGREEMENTLock-Up Agreement • August 24th, 2007 • Proelite, Inc. • Services-amusement & recreation services
This Lock-Up Agreement is entered into by the undersigned for the benefit of Hunter World Markets, Inc. The undersigned is the owner of [an option to purchase _____shares of common stock, par value $0.0001, at $______per share under the 2006 Stock Option Plan]1[a warrant to purchase ______shares of common stock, par value $0.0001, at an exercise price of $____ per share]2[ _____ shares of common stock, par value $0.0001] 3 (the “Covered Securities”) of ProElite, Inc., a New Jersey corporation (the “Company”).
