AGREEMENT
AGREEMENT
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:
WITNESSETH:
WHEREAS,
ProElite is offering (the “Offering”)
for
sale to accredited investors a minimum of $25 million and a maximum of $60
million of units. The purchase price of each unit is $7.00 and each unit
consists of one share of common stock and one-half of a five-year warrant to
purchase one share of common stock. The warrants included in the units (the
“Warrants”)
have
an exercise price of $7.00 per share.
WHEREAS,
ten percent of the units sold in the Offering, not to exceed $5 million, may
include shares of common stock and shares of common stock underlying warrants
and options held by certain selling shareholders.
WHEREAS,
ProElite has allocated the number of shares of common stock set forth below
Shareholder’s signature for Shareholder to sell in the Offering (the
“Allocated
Shares”),
and
of the Allocated Shares, Shareholder is selling the number of shares set forth
below Shareholder’s signature at a price of $7.00 per share (the “Seller
Shares”).
[
WHEREAS, Shareholder submitted a written Notice of Exercise, attached hereto
as
Exhibit A
to
ProElite]1
WHEREAS,
ProElite will not receive any of the proceeds from the sale of securities by
the
Shareholder[,
except
proceeds from the exercise of the [warrants][options], pursuant to the Notice
of
Exercise.]1
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration the adequacy and receipt of which is hereby
acknowledged, the Shareholder and ProElite agree as follows:
1. Shareholder
agrees, acknowledges and understands that of the gross proceeds received from
investor, ProElite will directly receive consideration for the Seller Shares,
which will be deposited into the escrow account. The proceeds will then be
distributed to Shareholder after closing of the Offering, net of (i) the amount
owed to ProElite, if any, from the exercise of any options or warrants in
connection with the sale and (ii) the
10%
commission payable to Hunter World Markets, Inc., the placement agent of the
Offering.
2. ProElite
will issue Warrants in consideration for the Shareholder’s agreement to extend
the period during which the balance of his, her or its securities remain locked
up, pursuant to that certain Lock-up Agreement between the Shareholder and
ProElite, attached hereto as Exhibit [A][B].
1 Include
only if Shareholder exercised options or warrants.
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3. This
Agreement, along with the Lock-up Agreement[ and the Notice of
Exercise]1,
represent the entire understanding between the Shareholder and ProElite with
respect to the sale of and the proceeds from the sale of the Seller Shares
and
the lock-up of the remaining securities owned by Shareholder, and supersede
all
prior written or oral agreements, if any.
4. This
Agreement may not be modified or changed unless in writing signed by both
Shareholder and ProElite.
5. Each
of
the parties hereto shall from time to time at the request of any other party
hereto, and without further consideration, execute and deliver to such other
party such further instruments of assignment, transfer, conveyance and
confirmation and take such other action as such other party may reasonably
request in order to more effectively fulfill the purposes of this
Agreement.
6. The
headings in this Agreement are for convenience and shall not be used to
interpret any of the provisions of this Agreement.
7. No
waiver
of any provision of this Agreement shall be effective and binding unless signed
in writing by the party charged with such waiver.
8. This
Agreement shall be construed and enforced under and pursuant to the laws of
the
State of California.
9. This
Agreement shall be binding upon Shareholder and ProElite.
10. This
Agreement may be executed in any number of counterparts and by the several
parties hereto in separate counterparts, each of which shall be deemed to be
an
original, and all of which together shall constitute one and the same Agreement.
This
Agreement may be executed by facsimile.
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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date
first above written.
|
AGREED
AND ACCEPTED:
|
||
|
SHAREHOLDER
|
||
|
By:
______________________________________________
Name:____________________________________________
Number of Allocated Shares: __________________________
Number of Seller Shares: _____________________________
|
By:
Name:_______________________________
Title:________________________________
|
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EXHIBIT [A]
(1)
NOTICE
OF EXERCISE
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EXHIBIT
[A][B]
(1)
LOCK-UP
AGREEMENT
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