0001144204-07-037224 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 18th, 2007 • Proelite, Inc. • Services-amusement & recreation services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 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.

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AMENDMENT TO WARRANT AND RELATED AGREEMENTS
Warrant Amendment • July 18th, 2007 • Proelite, Inc. • Services-amusement & recreation services

This Amendment to Warrant and Related Agreements (“Amendment”) is entered into as of June 28, 2007 (the “Effective Date”) by and between JMBP, Inc. (“MBP”), Mark Burnett (“Burnett”) and ProElite, Inc., a New Jersey Corporation (“PEI”).

ProElite, Inc.
Placement Agent Agreement • July 18th, 2007 • Proelite, Inc. • Services-amusement & recreation services • California

This placement agent agreement (this “Agreement”) between the undersigned ProElite, Inc., a New Jersey corporation (the “Company”), and the placement agent, Hunter World Markets, Inc. (“Hunter”), sets forth the agreement between the Company and Hunter as follows:

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