Proelite, Inc. Sample Contracts

Proelite, Inc. – STRATUS MEDIA GROUP, INC. (June 20th, 2011)

Reference is made to that certain Strategic Investment Agreement dated as of October 9, 2009, as amended (the “Investment Agreement”) relating to the investment by Stratus Media Group, Inc. (“SMG”) in ProElite, Inc. (“PEI”) in the form of Series A Convertible Preferred Stock (the “Preferred Shares”). Defined terms not defined herein shall have the meanings ascribed to them in the Investment Agreement.

Proelite, Inc. – AMENDMENT TO STRATEGIC INVESTMENT AGREEMENT (February 10th, 2010)

THIS AMENDMENT TO STRATEGIC INVESTMENT AGREEMENT (the “Amendment”) dated as of January 26, 2010 (the “Amendment Effective Date”) between Stratus Media Group, Inc., a Nevada corporation (“SMGI”), and ProElite, Inc., a New Jersey corporation (the “Company”):

Proelite, Inc. – STRATEGIC INVESTMENT AGREEMENT October 9, 2009 (October 22nd, 2009)

This STRATEGIC INVESTMENT AGREEMENT (“Agreement”), dated as of October 9, 2009, is made by and between ProElite, Inc., a New Jersey corporation (the “Company”), on the one hand, and Stratus Media Group, Inc., a Nevada corporation (“SMGI”) on the other hand. The Company and SMGI are collectively referred to herein as the “Parties” or “parties.”  This Agreement is entered into with reference to the following:

Proelite, Inc. – ACCEPTANCE OF COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS AT LESS THAN FACE VALUE AND PURCHASE AGREEMENT (July 20th, 2009)

THIS ACCEPTANCE OF COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS AT LESS THAN FACE VALUE AND PURCHASE AGREEMENT, dated as of July 9, 2009 (the “Agreement”), is entered into by and among ProElite, Inc., a New Jersey corporation (“Pledgor”), Terry N. Trebilcock (“Trebilcock”) and Juliemae Trebilcock (together with Trebilcock, the “Secured Parties”) and KOTC Acquisition, LLC, a Minnesota limited liability company wholly owned by Secured Parties (“Acquiror”).

Proelite, Inc. – ProElite, King of the Cage Close Strict Foreclosure Agreement (July 16th, 2009)

LOS ANGELES, Jul 10, 2009 (BUSINESS WIRE) -- ProElite, Inc. (OTB:PELE.PK) said today that it has closed a strict foreclosure agreement that returns King of the Cage, the highly successful mixed martial arts brand, to its original owners Terry and Julie Trebilcock. With the agreement, ProElite's outstanding debt to King of the Cage has been satisfied; and King of the Cage, under the leadership of founder Terry Trebilcock, again becomes an independent company with control over its own extensive video library.

Proelite, Inc. – PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[***]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. ACCEPTANCE OF COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS AT LESS THAN FACE VALUE AND PURCHASE AGREEMENT (July 16th, 2009)

THIS ACCEPTANCE OF COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS AT LESS THAN FACE VALUE AND PURCHASE AGREEMENT, dated as of July 9, 2009 (the “Agreement”), is entered into by and among ProElite, Inc., a New Jersey corporation (“Pledgor”), Terry N. Trebilcock (“Trebilcock”) and Juliemae Trebilcock (together with Trebilcock, the “Secured Parties”) and KOTC Acquisition, LLC, a Minnesota limited liability company wholly owned by Secured Parties (“Acquiror”).

Proelite, Inc. – ASSET PURCHASE AGREEMENT AMONG PROELITE, INC., ELITEXC LIVE, AND EXPLOSION ENTERTAINMENT, LLC FEBRUARY 5, 2009 (February 11th, 2009)

This Asset Purchase Agreement is made as of February 5, 2009, among ProElite, Inc., a New Jersey corporation (“ProElite”), EliteXC Live, a California corporation and a wholly-owned subsidiary of ProElite (“EliteXC” and together with ProElite, the “Sellers” and each a “Seller”) and Explosion Entertainment, LLC, a California limited liability company (“Buyer”). This Asset Purchase Agreement, including all schedules and exhibits hereto, is referred to as the “Agreement.”

Proelite, Inc. – NOTICE OF DEFAULT AND RESERVATION OF RIGHTS October 15, 2008 (October 21st, 2008)

Reference is hereby made to (i) the Senior Secured Note Purchase Agreement, dated as of June 18, 2008 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among ProElite, Inc., a New Jersey corporation (the “Company”), and Showtime Networks, Inc. (“Showtime”), (ii) the Security Agreement, dated as of June 18, 2008, as amended by Amendment No. 1 thereto, dated as of September 10, 2008 (as so amended, and as further amended, supplemented or otherwise modified from time to time, the “Security Agreement”), by the Company, each of the subsidiaries of the Company listed on the signature pages thereto and Showtime, and (iii) the Note and each of the Existing Notes (as such terms are defined in the Security Agreement). Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in th

Proelite, Inc. – AMENDMENT NO. 1 TO SECURITY AGREEMENT (September 17th, 2008)

This AMENDMENT NO. 1, dated as of September 10, 2008 (this “Amendment”), is made by and between ProElite, Inc., a New Jersey corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto (the “Subsidiary Grantors” and, together with the Company, collectively, the “Grantors”), and Showtime Networks, Inc. (the “Secured Party”).

Proelite, Inc. – Contract (September 17th, 2008)

THIS NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Proelite, Inc. – AMENDED AND RESTATED CONSULTING AGREEMENT (July 29th, 2008)

This AMENDED AND RESTATED CONSULTING AGREEMENT (“Agreement”) is entered into as of July 15, 2008 by and between ProElite, Inc., a New Jersey corporation, with its principal office at 12121 Wilshire Boulevard, Suite1001, Los Angeles, CA 90025 (“PEI”), Gary Shaw, an individual (“Shaw”), and Gary Shaw Productions MMA, LLC, a New Jersey limited liability company (“GSP” and collectively with PEI and Shaw, the “Parties”), with reference to the following facts:

Proelite, Inc. – SECOND AMENDED AND RESTATED SERVICES LOANOUT AGREEMENT (July 29th, 2008)

THIS AMENDED AND RESTATED SERVICES LOANOUT AGREEMENT (this “Agreement”), dated as of July 22, 2008, (the “Effective Date”) is entered into between ProElite, Inc., a New Jersey corporation (the “Company”), and Legacy of Life Entertainment, Inc. (“Legacy”).

Proelite, Inc. – SENIOR SECURED NOTE PURCHASE AGREEMENT (June 24th, 2008)

THIS SENIOR SECURED NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June __, 2008, among PROELITE, INC., a New Jersey corporation (the “Company”), and Showtime Networks, Inc. (“Purchaser”).

Proelite, Inc. – SECURITY AGREEMENT (June 24th, 2008)

THIS SECURITY AGREEMENT (the “Security Agreement”) is made as of June __, 2008 by ProElite, Inc., a New Jersey corporation (the “Company”), each of the subsidiaries of the Company listed on the signature pages hereto (the “Subsidiary Grantors” and, together with the Company, collectively, the “Grantors”), and Showtime Networks, Inc., a ______ corporation (“Secured Party”), with reference to the following facts:

Proelite, Inc. – Contract (June 24th, 2008)

THIS NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Proelite, Inc. – WARRANT TO PURCHASE COMMON STOCK OF PRO ELITE, INC. (Subject to Adjustment) (June 24th, 2008)

THIS CERTIFIES THAT, for value received, Showtime Networks Inc. (“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time after the date hereof (the “Effective Date”), to purchase up to 100,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), from Pro Elite, Inc., a New Jersey corporation (the “Company”), at an exercise price per share equal to $.01 (the “Purchase Price"). This Warrant shall expire at 5:00 p.m. Pacific time on that date which is thirty-six (36) months from the date of this Warrant (the “Expiration Date”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant (the “Warrant Shares”) and the Purchase Price are subject to adjustment and change as provided herein. This Warrant is issued pursuant to the Securities Purchase Agreement dated as of

Proelite, Inc. – Text marked by [ * * *] has been omitted pursuant to a Request for Confidential Treatment and was filed separately with the Securities and Exchange Commission. (April 15th, 2008)

This will confirm the terms of the agreement between CBS Entertainment (“CBS”) and ProElite (“Supplier”) in connection with the production and licensing of 2-hour live world-class mixed martial arts fight programs (the “Event(s)”), as follows:

Proelite, Inc. – WARRANT TO PURCHASE COMMON STOCK OF PROELITE, INC. (Subject to Adjustment) (February 28th, 2008)

THIS CERTIFIES THAT, for value received, Showtime Networks Inc. (“Holder”), is entitled, subject to the terms and conditions of this Warrant, to purchase up to 2,000,000 shares of common stock, par value $0.0001 per share (the “Warrant Shares”), of ProElite, Inc., a New Jersey corporation (the “Company”), at an exercise price per share equal to $2.00 (the “Purchase Price”). This Warrant is divided into four equal Tranches (each a “Tranche”) of 500,000 Warrant Shares. The applicable Tranche of this Warrant shall expire at 5:00 p.m. Pacific time on that date which is sixty (60) months from the Vesting Date of such Tranche (an “Expiration Date”). This Warrant is issued pursuant to the agreement dated as of the date hereof (the “Broadcast Agreement”) between CBS Entertainment (“CBS”) and the Company. (Capitalized terms not otherwise defined h

Proelite, Inc. – INVESTOR RIGHTS AGREEMENT (February 28th, 2008)

This Investor Rights Agreement (this “Agreement”) is made and entered into as of February 22, 2008, by and among ProElite, Inc., a New Jersey corporation (the “Company”), and Showtime Networks Inc. (“Holder”) with reference to the following.

Proelite, Inc. – SUBSCRIPTION AGREEMENT (February 28th, 2008)

This Subscription Agreement (this“Agreement”) is made and entered into as of February 22, 2008 between ProElite, Inc., a New Jersey corporation (the “Company”) and Showtime Networks Inc. (the “Issuee”) with reference to the following:

Proelite, Inc. – WARRANT TO PURCHASE COMMON STOCK OF PROELITE, INC. (Subject to Adjustment) (February 28th, 2008)

THIS CERTIFIES THAT, for value received, Showtime Networks Inc. (“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time from and after the Effective Date, to purchase up to 2,000,000 shares of common stock, par value $0.0001 per share (the “Warrant Shares”), of ProElite, Inc., a New Jersey corporation (the “Company”), at an exercise price per share equal to $2.00 (the “Purchase Price”). This Warrant shall expire at 5:00 p.m. Pacific time on that date which is sixty (60) months from the Effective Date (the “Expiration Date”). This Warrant is issued pursuant to the agreement dated as of the date hereof (the “Broadcast Agreement”) between CBS Entertainment (“CBS”) and the Company. (Capitalized terms not otherwise defined herein shall have the meanings set forth in the Broadcast Agreement.) Both the number of Warra

Proelite, Inc. – FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (December 13th, 2007)

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, Thomas Jay Thompson and Odd Haugen (collectively, the “Shareholders”).

Proelite, Inc. – CONSULTING AGREEMENT (December 13th, 2007)

This CONSULTING AGREEMENT (this “Agreement”) is entered into as of December 7, 2007 (“Effective Date”) by and between PROELITE, INC., a New Jersey corporation, with its principal office at 12121 Wilshire Boulevard, Suite 1001, Los Angeles, California 90025 (the “Company” or “PE”), and FFP, INC., a Hawaii corporation (“Consultant,” together with the Company, the “Parties”), with reference to the following facts:

Proelite, Inc. – PROELITE PARTNERS WITH IMG MEDIA -- Exclusive Distribution Agreement Opens ProElite’s Mixed Martial Arts Brands, World-Class Fighters to Millions of Fans Globally -- (December 4th, 2007)

(LOS ANGELES) November 29, 2007 - ProElite, Inc. [PELE.PK], a sports, entertainment and media company dedicated to producing world-class mixed martial arts (MMA) events, today announced it will partner with IMG Media, a division of New York-based IMG, to exclusively distribute ProElite's program library, as well as future event programming to IMG Media's worldwide audience.

Proelite, Inc. – MIXED MARTIAL ARTS PROMOTIONS LIMITED (November 27th, 2007)
Proelite, Inc. – Report of Independent Registered Public Accounting Firm (November 27th, 2007)

We have audited the accompanying balance sheets of King of the Cage, Inc. as of December 31, 2005 and 2006, and the related statements of income, stockholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Proelite, Inc. – ENTLIAN CO., LTD. Financial Statements (Unaudited) September 30, 2007 and 2006 (November 27th, 2007)
Proelite, Inc. – ASSET PURCHASE AGREEMENT (November 19th, 2007)

This Asset Purchase Agreement is made as of September 13, 2007 (this “Agreement”) by and between ProElite, Inc., a New Jersey corporation having its principal place of business at 12121 Wilshire Boulevard, Suite 1001, Los Angeles, California 90025 (“Company”), on the one hand, and Future Fight Productions, Inc., a Hawaii corporation, having its principal place of business at 1311 Lunalilo Home Road, Honolulu, Hawaii 96825 (“Seller”) and the holders of one hundred percent (100%) of the outstanding shares of capital stock, listed in Schedule 2.1 attached hereto (the “Shareholders”), on the other hand.

Proelite, Inc. – INVESTMENT AGREEMENT (September 21st, 2007)

This Investment Agreement (this “Agreement”) is made and entered into as of August 24, 2007, by and among ENTLIAN CORPORATION, a Korean corporation (the “Company”), CJ MEDIA Inc., a Korean corporation (“CJM”) and PROELITE, INC., a New Jersey corporation registered in the United States of America (“PE”, together with the Company and CJM, the “Parties”), with reference to the following facts:

Proelite, Inc. – EMPLOYMENT AGREEMENT (September 17th, 2007)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 11, 2007 by and between PROELITE, INC., a New Jersey corporation, with its principal office at 12121 Wilshire Boulevard, Suite 1001, Los Angeles, California 90025 (the “Company”), and TERRY TREBILCOCK (“Employee,” together with the Company, the “Parties”), with reference to the following facts:

Proelite, Inc. – STOCK PURCHASE AGREEMENT (September 17th, 2007)

THIS STOCK PURCHASE AGREEMENT, dated as of September 11, 2007 (the “Agreement”), is by and among King of the Cage, Inc. (the “Company”), and the shareholders of the Company as listed in Schedule A hereto (collectively, the “Seller”), on the one hand, and ProElite, Inc., a New Jersey corporation (the “Purchaser”), on the other hand.

Proelite, Inc. – STOCK PLEDGE AGREEMENT (September 17th, 2007)

This STOCK PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2007; by and between ProElite, Inc., a New Jersey corporation (the “Pledgor”) and Terry Trebilcock and Juliemae Trebilcock (the “Pledgees”) with reference to the following:

Proelite, Inc. – Belgravia Entertainment International Limited John Faraday and ProElite, Inc. AGREEMENT relating to the sale and purchase of Mixed Martial Arts Promotions Limited and Mixed Martial Arts Productions Limited HARBOTTLE & LEWIS LLP Hanover House 14 Hanover Square London W1S 1HP Ref: 6/352/309754/6 (September 17th, 2007)
Proelite, Inc. – PROELITE PARTNERS WITH CJ MEDIA TO MAKE CAPITAL INVESTMENT IN PREMIER KOREAN MMA ORGANIZATION, SPIRITMC Agreement Will Enhance Development of Fighters Across Both MMA Brands, Reinforce ProElite’s Commitment to Growing MMA Globally (September 6th, 2007)

(Seoul, Korea) - September 5, 2007 - ProElite, Inc [PELE.PK], a global entertainment and media company dedicated to producing world-class mixed martial arts (MMA) events through EliteXC, its global MMA brand, and empowering the participation of fans, fighters and organizations through online communities at ProElite.com, today announced it has completed an agreement to make a capital investment in Entlian Corp., a Seoul, South Korea-based organization that promotes and produces MMA events through it’s premier brand, Spirit MC.

Proelite, Inc. – AGREEMENT (August 24th, 2007)

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: