On February 5, 2009, ProElite, Inc. (the "Company") and its wholly-owned subsidiary, EliteXC Live (together with the Company, the "Sellers"), entered into an Asset Purchase Agreement (the “Purchase Agreement”) and other related agreements with Explosion Entertainment, LLC ("Strikeforce"). Under the terms of the Purchase Agreement, Strikeforce acquired from the Sellers certain EliteXC fighter contracts, a library of televised EliteXC events and specified related assets.

Consideration paid for the assets consisted of (i) $3 million in cash paid at closing, (ii) the assumption of certain liabilities relating to the assets sold and (iii) contingent consideration in the form of rights to receive a portion of the license fee earned by Strikeforce under a distribution agreement between Strikeforce and Showtime Networks Inc. ("Showtime"). The license fee is payable to the Sellers until February 28, 2012, subject to limited extensions.

The Purchase Agreement contains typical representations and warranties by the Sellers regarding the Sellers’ business, operations and financial condition. Each party agreed to indemnify the other party for breaches of representations, warranties, and covenants, subject to certain limitations.

In connection with the closing of the transactions under the Purchase Agreement, the Sellers also entered into certain non-exclusive license agreements with Strikeforce, pursuant to which Strikeforce will license from the Sellers certain trademarks and other specified intellectual property.

The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.

Termination of Debt Obligation to Showtime

In addition, on February 5, 2009, the Company and its subsidiaries (the “ProElite Entities”) entered into an agreement with CBS Corporation ("CBS") and Showtime (together with CBS, the “CBS Entities”) pursuant to which the Company’s debt obligation to Showtime was retired and the broadcast agreements between the Company and the CBS Entities were terminiated (the “Termination Agreement”). Under the terms of the Termination Agreement, the ProElite Entities and the CBS Entities mutually released each other with respect to, among other things, any and all claims, agreements, debts, liens, damages or liabilities of any nature, including, without limitation, any liabilities and security interests under (i) the Senior Secured Note Purchase Agreement, dated as of June 18, 2008 (as amended from time to time), among the Company and Showtime, (ii) the Security Agreement, dated as of June 18, 2008, as amended by Amendment No. 1 thereto, dated as of September 10, 2008, made by each of the ProElite Entities in favor of Showtime, (iii) the Exclusive Distribution Agreement, made as of November 8, 2006 (as amended from time to time), between the Company and Showtime and (iv) the Agreement between CBS Entertainment and the Company, dated as of January 10, 2008, as revised on February 1, 2008 and February 19, 2008 and as amended by the Amendment to Agreement, made as of September 22, 2008 (as so amended, and as further amended from time to time).

Seems like they did not release the contracts acquired and the optional contracts, Exhibit A and and Exhibit D of the fillings due to confidentiality.