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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, Thomas Jay Thompson and Odd Haugen
(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,
appr
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