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”).
ContractExclusive Distribution Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments
Text marked by [ * * *] has been omitted pursuant to a Request for Confidential Treatment and was filed separately with the Securities and Exchange Commission.
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 • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • 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.
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.
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.”
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”.
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”).
SERVICES LOANOUT AGREEMENTServices Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
This SERVICES LOANOUT AGREEMENT (this “Agreement”) is entered into as of October 3, 2006 by and between Real Sport, Inc., a California corporation with its principal office at 9229 Sunset Boulevard, Suite 505, Los Angeles, California 90069 (the “Company”), and Legacy of Life Entertainment, Inc., a California corporation, with its principal office at 2708 Foothill Boulevard, No. 317, La Crescenta, California 91214 (“Legacy” and collectively with the Company and De Luca, as defined below, the “Parties”), with reference to the following facts:
CONSULTING AGREEMENTConsulting Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of October 3, 2006 by and among Real Sport, Inc., a California corporation with its principal office at 9229 Sunset Boulevard, Suite 505, Los Angeles, California 90069 (the “Company”), Gary Shaw, an individual (“Shaw”), and Gary Shaw Productions MMA, LLC, a New Jersey limited liability company (“Consultant” and collectively with the Company and Shaw, the “Parties”), with reference to the following facts:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2007 • Pro Elite Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
