FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
FIRST
AMENDMENT
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”).
The
Company and the Purchasers hereby agree to amend the Agreement as follows
(capitalized terms not defined herein shall have the meanings ascribed to them
in the Agreement):
1. Definitions.
(a) “Filing
Date”
means,
with respect to the Registration Statement required to be filed hereunder,
January 12, 2007.
(b) “Registrable
Securities”
means,
as to this Agreement only, all of the Shares of the Company’s Common Stock owned
by the Purchasers.
2. Unregistered
Securities.
With
respect to the shares of the Company’s Common Stock owned by Hunter and/or its
affiliates, and all of the shares of the Common Stock issuable upon exercise
of
the Warrants, the Bridge Warrants and the Placement Agent Warrants held together
with any shares of Common Stock issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect
to the foregoing, the Company shall file a registration statement on the later
of: (i) the tenth (10th)
business day following the date which is six (6) months from the Filing Date
or
(ii) such later date as Hunter directs by written notice to the Company to
effect the filing of such registration statement.
3. Effect
of Agreement.
Except
as amended herein, the Agreement shall remain in full force and
effect.
This
Amendment 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.
[Signature
page to follow]
IN
WITNESS WHEREOF, the Parties have accepted and agreed to this Amendment of
the
Agreement, and have executed this Amendment as of the day and year first above
written.
|
Pro
Elite, Inc.
By:
/s/ Xxxxxxx Xx
Xxxx
Name:
Xxxxxxx Xx
Xxxx
Its:
CEO
|
Hunter
World Markets, Inc.
By:
/s/ Xxxx
Xxxxxx
Name:
Xxxx
Xxxxxx
Its:
President
|
|
Absolute
Return Europe Fund
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx
Xxxx
Its:
CIO
|
Absolute
Octane Fund
By:
/s/ Xxxxxxx
Xxxx
Name: Xxxxxxx
Xxxx
Its:
CIO
|
|
Absolute
East West Fund
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx
Xxxx
Its:
CIO
|
Absolute
Large Cap Fund
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx
Xxxx
Its:
CIO
|
|
Absolute
Activist Value Fund
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx
Xxxx
Its:
CIO
|
European
Catalyst Fund
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx
Xxxx
Its:
CIO
|
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