WAIVER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
WAIVER
AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
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.
RECITALS
A. Holders
and the Company have entered into that certain Registration Rights Agreement
dated as of October 3, 2006 (the “Registration
Rights Agreement”)
pursuant to which the Company agreed to prepare
and file with the Securities and Exchange Commission (the “Commission”)
a
Registration Statement covering the resale of the Registrable Securities on
such
Filing Date for an offering to be made on a continuous basis pursuant to Rule
415 (the “Registration
Statement”).
B. The
Registration Statement filed by the Company on January 12, 2007 and declared
effective by the Securities and Exchange Commission on May 14, 2007, did not
include the shares of common stock issuable upon exercise of the Warrants,
Bridge Warrants and the Placement Agent Warrants.
C. The
Company plans to offer a minimum of 3,571,428 units ($25 million) and up to
8,571,428 units ($60 million) in a private placement offering, each unit
consisting of one share of common stock and one-half of a five-year warrant
to
purchase one share of common stock at a per share exercise price of $7.00 per
share (the “2007
Offering”).
D. The
Company will file a registration statement on Form S-1 or such other form as
may
be appropriate in connection with the 2007 Offering, which shall also cover
the
remaining Registrable Securities (the “2007
Registration Statement”).
E. The
Company, Purchasers and Hunter desire to waive all and any liquidated damage
payments owed to the Purchasers and Hunter under Section 2 of the Registration
Rights Agreement.
Capitalized
terms used and not otherwise defined shall have the meanings given such terms
in
the Registration Rights Agreement.
AGREEMENTS
NOW,
THEREFORE, in consideration of their respective promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged by the parties, the Company, Purchasers and Hunter hereby
agree as follows:
1. The
Company
shall register the remaining Registrable Securities within 45 days of the
closing of the 2007 Offering.
2. The
Company shall include the remaining Registrable Securities in the 2007
Registration Statement.
3. The
Purchasers and Hunter hereby waive and release the Company from any damages
or
losses suffered or liquidated damages arising from any failure by the Company
to
file a Registration Statement or have the Registration Statement declared
effective.
4. Except
as
amended herein, the Agreement shall remain in full force and
effect.
(Signature
Pages 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.
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Hunter
World Markets, Inc.
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Absolute
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Absolute
Large Cap Fund
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European
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Absolute
Octane Fund
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Absolute
East West Fund
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Absolute
Return Europe Fund
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