FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
EXECUTION
COPY
FIRST
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS
FIRST AMENDMENT (the “Amendment”)
to the
ASSET PURCHASE AGREEMENT dated as
of
September 13, 2007 (the “Agreement”)
is
entered into by and among ProElite, Inc., a New Jersey corporation
(“Company”),
Future Fight Productions, Inc., a Hawaii corporation, (“Seller”)
and
the holders of one hundred percent (100%) of the outstanding shares of capital
stock, Xxxxxx Xxx Xxxxxxxx and Odd Xxxxxx (collectively, the “Shareholders”).
The
Company, Seller and the Shareholders hereby agree to amend the Agreement as
follows (capitalized terms not defined herein shall have the meanings ascribed
to them in the Agreement):
1. Section
1.4(b)
of the
Agreement is hereby amended and restated in its entirety as
follows:
(b) Additional
Consideration.
Company
shall pay an additional One Hundred Thousand Dollars ($100,000.00) cash
(“Additional
Consideration”)
to the
Seller within three (3) business days of the first anniversary of the Closing,
subject to the following conditions:
(i) Seller’s
twelve (12) months’ earnings before interest, taxes, depreciation and
amortization (“EBITDA”)
ending
on November 30, 2008 exceeds $195,000. EBITDA shall not include any non-Business
related expenses incurred by the Company. The EBITDA calculations for the
twelve-month period ending November 30, 2008 shall be prepared by Company or
its
representative from the records of the Company.
(ii) Seller
and Shareholders have secured releases, permits,
approvals and consents from all Persons as may be required for the Company
to
exploit and use the Content
(the “Releases”)
within
12 months of the Closing Date.
(iii) If
Seller
has satisfied Section
1.4(b)(i)
but is
unable to satisfy the condition in Section
1.4(b)(ii),
fifty
percent (50%) of the Additional Consideration shall be paid to Seller only
upon
Seller obtaining the Releases to the satisfaction of the Company, subject to
Section
7.2
below.
2. Section
2.11 is hereby amended with the deletion of the following:
“,
and,
that based on such financial records, Company will be able to cause an audit
to
be completed for at least the last two fiscal years.”
3. Section
5.2 (i) is hereby amended and restated in its entirety as follows:
“Seller
shall have terminated that certain License Agreement, by and between Seller
and
Direct Response Specialist, LLC, a Hawaii limited liability company
(“Direct
Response”),
dated
as of October 4, 2004.”
4. Section
7.2 is hereby amended with the addition of the following sentence at the end
thereof:
1
“Notwithstanding
anything to the contrary, in the event that: (1) the Company incurs Company
Damages which have not yet been satisfied by the Seller and the Shareholders,
and (2) Additional Consideration is payable to Seller pursuant to Section
1.4(b)
above,
then the Company may, at its option, apply all or a portion of the Additional
Consideration to satisfy the Company Damages.”
4. Except
as
amended herein, the Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF, the Parties have accepted and agreed to this Amendment of
the
Agreement, and have executed this Amendment as of December 7, 2007.
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By:
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Chief Financial Officer
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FUTURE
FIGHT PRODUCTIONS, INC.
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By:
/s/ Xxxxxx Xxx Xxxxxxxx
Xxxxxx Xxx Xxxxxxxx, President
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SHAREHOLDERS:
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| /s/ Xxxxxx Xxx Xxxxxxxx | |
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Xxxxxx
Xxx Xxxxxxxx
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| /s/ Odd Xxxxxx | |
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Xxx
Xxxxxx
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X-0
