Exhibit 4.1


REGISTRATION RIGHTS AGREEMENT


This Registration Rights
Agreement (this “Agreement”) is
made and entered into as of December 22, 2006, by and among International Fight
League, Inc., a Delaware corporation (the “Company”),
and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).


This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof
between the Company and each Purchaser (the “Purchase
Agreement”).


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchasers agree as follows:


1.             Definitions.  Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement, the following
terms shall have the respective meanings set forth in this Section 1:


“Advice” shall have the meaning set forth in Section 6(e).


“Affiliate” means, with respect to any person, any other
person which directly or indirectly controls, is controlled by, or is under
common control with, such person.


“Business Day” means a day, other than a Saturday or Sunday,
on which banks in New York City are open for the general transaction of
business.


“Closing” has the meaning
set forth in the Purchase Agreement.


“Closing Date” has the
meaning set forth in the Purchase Agreement.


“Commission” means the Securities and Exchange Commission.


“Common Stock” means the common stock of the Company, $0.01
par value per share, and any securities into which such common stock may
hereinafter be reclassified.


“Effective Date” means the date that the Registration
Statement filed pursuant to Section 2(a) is first declared effective by the
Commission.


“Effectiveness Deadline” means, with respect to the
Registration Statement required to be filed to cover the resale by the Holders
of the Registrable Securities, the earlier of: (i) the 150th calendar day following the Closing Date; provided, that, if the Commission reviews
and has written comments to the filed Registration Statement, then the
Effectiveness Deadline under this clause (i) shall be the 180th calendar day following the Closing Date, and
(ii) the fifth (5th) Trading Day
following the date on which the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further
review and comments and the effectiveness of the Registration Statement may be
accelerated.


“Effectiveness
Period” shall have the meaning set forth in Section 2(b).


“Event” shall have the meaning set forth in Section 2(c).









 



 


“Event Date” shall have the meaning set forth in Section
2(c).


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


“Filing Deadline” means, with respect to the Registration
Statement required to be filed pursuant to Section 2(a), the 60th calendar day following the Closing Date.


“Holder” or “Holders”
means the holder or holders, as the case may be, from time to time of
Registrable Securities.


“Indemnified Party” shall have the meaning set forth in
Section 5(c).


“Indemnifying Party” shall have the meaning set forth in
Section 5(c).


“Losses” shall have the meaning set forth in Section 5(a).


“New York Courts” means the state and federal courts sitting
in the City of New York, Borough of Manhattan.


“Person” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind.


“Placement Agent” means [                             ]
and any permitted assigns.


“Principal Trading Market” means the Trading Market on which
the Common Stock is primarily listed on and quoted for trading, which, as of
the Closing Date shall be the Over the Counter Bulletin Board (“OTC.BB”).


“Proceeding” means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


“Prospectus” means the prospectus included in a Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


“Register,” “registered” and “registration” refer to a registration made
by preparing and filing a Registration Statement or similar document in compliance
with the Securities Act, and the declaration or ordering of effectiveness of
such Registration Statement or document.


“Registrable Securities” means all of (i) the Shares issuable
and (ii) any securities issued or issuable upon any stock split, dividend or
other distribution, recapitalization or similar event; provided, that the Holder has completed
and delivered to the Company a Selling Shareholder Questionnaire; and provided,
further, that a Holder’s security shall cease to be Registrable Securities upon
the earliest to occur of the following: 
(A) sale pursuant to a Registration Statement or Rule 144 under the
Securities Act 



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(in which case, only such security sold shall cease to
be a Registrable Security); or (B) such security becoming eligible for sale by
the Holder pursuant to Rule 144(k).


“Registration Statement” means any registration statement of
the Company filed under the Securities Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement, including
(in each case) the Prospectus, amendments and supplements to such registration
statement, including pre- and post-effective amendments, all exhibits thereto
and all material incorporated by reference or deemed to be incorporated by
reference in such Registration Statement.


“Rule 144” means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule.


“Rule 415” means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially
the same purpose and effect as such Rule.


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.


“Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


“Selling Shareholder Questionnaire”
means a questionnaire in the form attached as Annex B hereto, or such
other form of questionnaire as may reasonably be adopted by the Company from
time to time.


“Shares” means the shares of Common Stock issued or issuable
to the Purchasers pursuant to the Purchase Agreement.


“Trading Day” means (i) a day on which the Common Stock is
listed or quoted and traded on its primary Trading Market (other than the OTC
Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market
(other than the OTC Bulletin Board), a day on which the Common Stock is traded
in the over-the-counter market, as reported by the OTC Bulletin
Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day
on which the Common Stock is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding to its functions of reporting prices); provided, that in the event that the
Common Stock is not listed or quoted as set forth in (i), (ii) and (iii)
hereof, then Trading Day shall mean a Business Day.


“Trading Market” means
whichever of the New York Stock Exchange, the American Stock Exchange, the
NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
Market or OTC Bulletin Board on which the Common Stock is listed or quoted for
trading on the date in question.


2.             Registration.


(a)           On
or prior to the Filing Deadline, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis 



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pursuant to Rule
415.  The Registration Statement shall be
on Form S-1 and shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration
Statement) the “Plan of Distribution” attached hereto as Annex A.


(b)           The
Company shall use its reasonable best efforts to cause the Registration
Statement to be declared effective by the Commission as soon as practicable
and, in any event, no later than the Effectiveness Deadline (including filing
with the Commission a request for acceleration of effectiveness in accordance
with Rule 461 promulgated under the Securities Act within five (5) Business
Days after the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that a Registration Statement will not
be “reviewed,” or not be subject to further review and the effectiveness of the
Registration Statement may be accelerated) and shall use its reasonable best
efforts to keep the Registration Statement continuously effective under the
Securities Act until the earliest of: (i) 
such time as all of the Registrable Securities covered by such
Registration Statement have been publicly sold by the Holders; (ii) the date
that all Registrable Securities covered by the Registration Statement may be
sold by non-affiliates without volume restrictions pursuant to Rule 144(k) as
determined by counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company’s transfer agent and the
affected Holders; and (iii) the second anniversary of this Agreement (the “Effectiveness Period”).  The
Company shall ensure that each Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein (in
the case of prospectuses, in the light of the circumstances in which they were
made) not misleading.  Such Registration Statement shall also
cover, to the extent allowable under the Securities Act and the rules
promulgated thereunder (including Rule 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities.


(c)           If: (i) the
Registration Statement is not filed on or prior to the Filing Deadline, (ii) a
Registration Statement is not declared effective by the Commission (or
otherwise does not become effective) on or prior to its Effectiveness Deadline
or (iii) after its Effective Date, such Registration Statement ceases for any
reason (including without limitation by reason of a stop order, or the Company’s
failure to update the Registration Statement), but excluding the inability of
any Holder to sell the Registrable Securities covered thereby due to market
conditions, to remain continuously effective and available to the Holders as to
all Registrable Securities to which it is required to cover at any time prior
to the expiration of the Effectiveness Period for an aggregate of more than 20
consecutive Trading Days or for more than an aggregate of 40 Trading Days  in any 12-month period (which need not be
consecutive), (any such failure or breach in clauses (i), (ii) or (iii) above
being referred to as an “Event,”
and, for purposes of clauses (i) or (ii), the date on which such Event occurs,
or for purposes of clause (iii), the date which such 20 consecutive or 40
Trading Day period (as applicable) is exceeded, being referred to as “Event Date”), then in addition to any other rights available
to the Holders: (x) on such Event Date the Company shall pay to each Holder an
amount in cash, as partial liquidated damages and not as a penalty, equal to
1.0% of the aggregate purchase price paid by such Holder pursuant to the
Purchase Agreement for any Registrable Securities then held by such Holder
(which remedy shall not be exclusive of any other remedies available under this
Agreement); and (y) on each monthly anniversary of each such Event Date thereof
(if the applicable Event shall not have been cured by such date) until the applicable
Event is cured, the Company shall pay to each Holder an amount in cash, as
partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate
purchase price paid by such Holder pursuant to the Purchase Agreement for any
Registrable Securities then held by such Holder (which remedy shall not be
exclusive of any other remedies available under this Agreement).  If the Company fails to pay any partial
liquidated damages pursuant to this Section in full within seven days after the
date such liquidated damages are payable, the Company will pay interest thereon
at a rate of 10% per annum (or such lesser maximum amount that is permitted to
be paid by applicable law) to the Holder, accruing daily from the date such 



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partial liquidated damages are due until such amounts,
plus all such interest thereon, are paid in full.  The partial liquidated damages pursuant to
the terms hereof shall apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event, except in the case of the first Event
Date. Notwithstanding the foregoing, the maximum payment to a Holder associated
with all Events in the aggregate shall not exceed (i) in any 30-day period, an
aggregate of 1.0% of the purchase price paid by such Holder for its Registrable
Securities (plus interest accrued thereon, if applicable) and (ii) 10.0% of the
purchase paid by such Holder for its Registrable Securities.


(d)           The Company shall
not, from the date hereof until the date occurring sixty (60) days after the
Effective Date of the Registration Statement, prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities other than a registration statement on Form S-8 or, in connection
with an acquisition, on Form S-4.


(e)           Each Holder agrees
to furnish to the Company a completed Selling Shareholder Questionnaire.  The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement who fails to
furnish to the Company a fully completed Selling Shareholder Questionnaire at
least two Trading Days prior to the Filing Deadline (subject to the
requirements set forth in Section 3(a)).


(f)            Notwithstanding
anything in this Agreement to the contrary, if the Commission refuses to
declare a Registration Statement filed pursuant to this Agreement effective as
a valid secondary offering under Rule 415 due to the number of Registrable
Securities included in such Registration Statement relative to the outstanding
number of shares of Common Stock, then, without any liability under Section
2(c) or any further obligation to register such excess Registrable Securities,
the Company shall be permitted to reduce the number of Registrable Securities
included in such Registration Statement to an amount that does not exceed an
amount that the Commission allows for the offering thereunder to qualify as a
valid secondary offering under Rule 415.


3.             Registration Procedures


In connection with the
Company’s registration obligations hereunder, the Company shall:


(a)           Not
less than four (4) Trading Days prior to the filing of a Registration Statement
or any related Prospectus or any amendment or supplement thereto, furnish to
each Holder copies of such Registration Statement, Prospectus or amendment or
supplement thereto, as proposed to be filed, which documents will be subject to
the review of such Holder (it being acknowledged and agreed that if a Holder
does not object to or comment on the aforementioned documents within two
Trading Days after its receipt thereof, then the Holder shall be deemed to have
consented to and approved the use of such documents).  The Company shall not file a Registration
Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from
a Holder in its Selling Shareholder Questionnaire (as amended or supplemented),
except as may otherwise be required by applicable securities law or the Commission.


(b)           (i)  Prepare and file with the Commission such
amendments, including post-effective amendments, to each Registration
Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement continuously effective as to the applicable
Registrable Securities for its Effectiveness Period and prepare and file with
the Commission such additional Registration Statements in order to register for
resale under the Securities Act all of the Registrable Securities; (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus
supplement, and as so supplemented or amended to be filed pursuant to Rule 424;
(iii) respond 



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as promptly as reasonably practicable, and, provide
the Holders true and complete copies of all correspondence from and to the
Commission relating to such Registration Statement that pertains to the Holders
as Selling Stockholders but not any comments that would result in the
disclosure to the Holders of material and non-public information concerning the
Company; and (iv) comply with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all Registrable Securities
covered by each Registration Statement.


(c)           Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than three Trading Days prior to such filing, in the case of
(iii) and (iv) below, not more than one Trading Day after such issuance or
receipt and, in the case of (v) below, not less than three Trading Days prior
to the financial statements in any Registration Statement becoming ineligible
for inclusion therein) and (if requested by any such Person) confirm such
notice in writing no later than one Trading Day following the day (i)(A) when a
Prospectus or any Prospectus supplement or post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a “review” of such Registration
Statement and whenever the Commission comments in writing on any Registration
Statement (in which case the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders that pertain
to the Holders as a Selling Stockholder or to the Plan of Distribution, but not
information which the Company believes would constitute material and non-public
information); and (C) with respect to each Registration Statement or any post-effective
amendment, when the same has become effective; (ii) of any request by the
Commission or any other Federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional
information that pertains to the Holders as Selling Stockholders or the Plan of
Distribution; (iii) of the issuance by the Commission or any other federal or
state governmental authority of any stop order suspending the effectiveness of
a Registration Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction, or the initiation or threatening of any Proceeding for
such purpose; and (v) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in such Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus, form of prospectus or supplement thereto, in
light of the circumstances under which they were made), not misleading.


(d)           Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, as soon as practicable.


(e)           If
requested by a Holder, furnish to such Holder, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto and
all exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such documents
with the Commission; provided, that the Company shall have no obligation
to provide any document pursuant to this clause that is available on the
Commission’s EDGAR system.


(f)            Upon
notification by the Commission that a Registration Statement will not be
reviewed or is no longer subject to further review and comments, the Company
shall request acceleration 



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of such Registration Statement within five (5)
Business Days after receipt of such notice such that it becomes effective no
later than 5:00 p.m. New York City time on the Effective Date and file a
prospectus supplement for any Registration Statement, whether or not it is
required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day
after the Effective Date.


(g)           Prior
to any public offering of Registrable Securities by a Holder, register or
qualify such Registrable Securities for offer and sale by the Holder under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Holder reasonably requests in writing, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to
enable the disposition in such jurisdictions of the Registrable Securities
covered by the Registration Statements; provided, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action that would subject the Company to general service
of process in any jurisdiction where it is not then so subject or subject the
Company to any material tax in any such jurisdiction where it is not then so
subject.


(h)           If
requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be delivered to a transferee pursuant to the Registration Statement, which
certificates shall be free, to the extent permitted by the Purchase Agreement
and under applicable law, of all restrictive legends, and to enable such
Registrable Securities to be in such denominations and registered in such names
as any such Holders may reasonably request. 
In connection therewith, if required by the Company’s transfer agent,
the Company shall promptly after the effectiveness of the Registration
Statement cause an opinion of counsel as to the effectiveness of the
Registration Statement to be delivered to and maintained with its transfer
agent, together with any other authorizations, certificates and directions
required by the transfer agent, which authorize and direct the transfer agent
to issue such Registrable Securities without legend upon sale by the holder of
such shares of Registrable Securities under the Registration Statement.


(i)            Following
the occurrence of any event contemplated by Section 3(c)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a post-effective
amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, no Registration Statement nor any Prospectus will contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus, form of prospectus or supplement thereto, in light
of the circumstances under which they were made), not misleading.


(j)            (i)
In the time and manner required by the Principal Trading Market, prepare and
file with such Trading Market an additional shares listing application covering
all of the Registrable Securities, (ii) take all steps necessary to cause such
Registrable Securities to be approved for listing on the Principal Trading
Market as soon as possible thereafter, (iii) if requested by any Holder,
provide such Holder evidence of such listing, and (iv) during the Effectiveness
Period, maintain the listing of such Registrable Securities on the Principal
Trading Market.


(k)           As
long as any Holder owns Shares, the Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Shares,
if the Company is not required to file reports pursuant to Section 13(a) or
15(d) of the Exchange Act, it will prepare and furnish to the Holders and make
publicly available in accordance with Rule 144(c) promulgated under the
Securities Act annual and quarterly financial statements, together with a
discussion and analysis of such financial statements in form and substance 



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substantially
similar to those that would otherwise be required to be included in reports
required by Section 13(a) or 15(d) of the Exchange Act, as well as any other
information required thereby, in the time period that such filings would have
been required to have been made under the Exchange Act. The Company further
covenants that it will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Person to
sell Shares without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act,
including compliance with the provisions of the Purchase Agreement relating to
the transfer of the Shares.


(l)            The
Company may require each selling Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by such
Holder and any Affiliate thereof and as to any NASD affiliations and of any
natural persons who have the power to vote or dispose of the Common Stock.


4.             Registration Expenses.  All fees and expenses incident to the Company’s
performance of or compliance with its obligations under this Agreement
(excluding any underwriting discounts and selling commissions and all legal
fees and expenses of legal counsel for any Holder) shall be borne by the
Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement.  The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the securities exchanges on which the Common Stock is then listed for
trading, and (B) in compliance with applicable state securities or Blue Sky
laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the Holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the
Company so desires such insurance, and (vi) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement. 
In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit and the fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange as required hereunder.  In no
event shall the Company be responsible for any broker or similar commissions of
any Holder or any legal fees or other costs of the Holders.


5.             Indemnification.


(a)           Indemnification
by the Company.  The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, partners, members, managers, shareholders,
Affiliates and employees of each of them, each Person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and the officers, directors, partners, members, managers,
shareholders, agents and employees of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable costs of preparation and investigation and reasonable attorneys’
fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (i) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
(it being understood that the Holder has approved Annex A hereto for this
purpose) or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the 



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case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, or (ii) any violation or alleged violation by the Company of
the Securities Act, Exchange Act or any state securities law, or any rule or
regulation thereunder, in connection with the performance of its obligations
under this Agreement, except to the extent, but only to the extent, that (A)
such untrue statements, alleged untrue statements, omissions or alleged
omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the
extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and approved
by such Holder expressly for use in the Registration Statement, such Prospectus
or such form of Prospectus or in any amendment or supplement thereto (it being
understood that each Holder has approved Annex A hereto for this purpose) or
(B) in the case of an occurrence of an event of the type specified in Section
3(c)(ii)-(v), the use by a Holder of an outdated or defective Prospectus after
the Company has notified such Holder in writing that the Prospectus is outdated
or defective and prior to the receipt by such Holder of Advice (as defined in
Section 6(e) below), but only if and to the extent that following the receipt
of the Advice the misstatement or omission giving rise to such Loss would have
been corrected; provided, however,
that the indemnity agreement contained in this Section 5(a) shall not apply to
amounts paid in settlement of any Losses if such settlement is effected without
the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Each Holder shall
notify the Company promptly of the institution, threat or assertion of any
Proceeding of which the Holder is aware in connection with the transactions
contemplated by this Agreement.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and
shall survive the transfer of the Registrable Securities by the Holders.


(b)           Indemnification
by Holders. Each Holder shall, notwithstanding any termination of this
Agreement, severally and not jointly, indemnify and hold harmless the Company,
its directors, officers, agents and employees, each Person who controls the
Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from and
against all Losses, as incurred, arising solely out of or based solely upon any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto, or arising solely out of or based solely upon
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading to the extent, but
only to the extent, that such untrue statements or omissions are based solely
upon information regarding such Holder furnished in writing to the Company by
such Holder expressly for use therein, or 
to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and approved by such Holder expressly for use in the Registration Statement
(it being understood that the Holder has approved Annex A hereto for this
purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto; provided,
however, that the
indemnity agreement contained in this Section 5(b) shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the
prior written consent of the Holder, which consent shall not be unreasonably
withheld.  In no event shall the liability
of any selling Holder hereunder be greater in amount than the dollar amount of
the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.


(c)           Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly
notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party
shall have the right to assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
reasonable 



 9
 






 



fees and expenses incurred in connection with defense
thereof; provided, that the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have proximately and
materially adversely prejudiced the Indemnifying Party.


An Indemnified Party shall
have the right to employ separate counsel in any such Proceeding and to
participate (but not control) in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party
shall have failed promptly to assume the defense of such Proceeding and to
employ counsel reasonably satisfactory to such Indemnified Party in any such
Proceeding; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a
conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the Indemnifying Party), provided, that
the Indemnifying Party shall not be liable for the fees and expenses of more
than one separate firm of attorneys at any time for all Indemnified Parties.  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld, delayed or conditioned.  No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such Proceeding.


All fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within twenty Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the
Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined
that such Indemnified Party is not entitled to indemnification hereunder).


(d)           Contribution.  If a claim for indemnification under Section
5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy
or otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable
considerations.  The relative fault of
such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission.  The
amount paid or payable by a party as a result of any Losses shall be deemed to
include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’
or other reasonable fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was
available to such party in accordance with its terms.


 



 10















The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. 
Notwithstanding the provisions of this Section 5(d), no Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the net proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


The indemnity and
contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties
and  are not in diminution or limitation
of the indemnification provisions under the Purchase Agreement.


6.             Miscellaneous


(a)           Remedies.  In the event of a breach by
the Company or by a Holder, of any of their obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled
to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this
Agreement.  The Company and each Holder
agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


(b)           Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein.  This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter,
except for, and as provided in the Transaction Documents.


(c)           Benefits
of the Agreement.  The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective permitted successors and assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


(d)           Compliance.  Each Holder covenants and agrees that it will
comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of
Registrable Securities pursuant to the Registration Statement and
shall sell the Registrable Securities only in accordance with a method of
distribution described in the Registration Statement.


(e)           Discontinued
Disposition.  Each Holder further
agrees by its acquisition of such Registrable Securities that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described
in Section 3(c)(ii)-(v), such Holder will forthwith discontinue disposition of
such Registrable Securities under the Registration Statement until it is
advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by 



 11
 








reference in such Prospectus or Registration
Statement.  The Company may provide
appropriate stop orders to enforce the provisions of this paragraph.


(f)            Amendments
and Waivers.  This Agreement may be
amended only by a writing signed by the Company and the Holders of a majority
of the Registrable Securities issued at the Closing.  The Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent to such amendment,
action or omission to act, of each Purchaser. Failure of any
party to exercise any right or remedy under this Agreement or otherwise or
delay by a party in exercising such right or remedy shall not operate as a
waiver thereof.


(g)           Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 5:00 p.m. (New York
City time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile or
e-mail to the facsimile number or e-mail addressed specified in this Section on
a day that is not a Trading Day or later than 5:00 p.m. (New York City time) on
any Trading Day, (iii) the Business Day following the date of mailing, if sent
by nationally recognized overnight courier service with next day delivery
specified, or (iv) upon actual receipt by the party to whom such notice is
required to be given.


The address for such notices and
communications shall be as follows:


	
  

  	
   

  	
  If to the Company:

  	
   

  	
  International Fight League, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  424 West 33rd Street, Suite 650

  
	
   

  	
   

  	
   

  	
   

  	
  New York, New York 10001

  
	
   

  	
   

  	
   

  	
   

  	
  Telephone No.: (212) 356-4000

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.: (212) 564-6546

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: Jonathan Rosan, Esq., General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
  Lowenstein Sandler PC

  
	
   

  	
   

  	
   

  	
   

  	
  1251 Avenue of the Americas

  
	
   

  	
   

  	
   

  	
   

  	
  New York, New York 10020

  
	
   

  	
   

  	
   

  	
   

  	
  Telephone No.: (212) 262-6700

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.: (212) 262-7402

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: Steven E. Siesser, Esq.

  



 


	
  

  	
   

  	
  If to a Purchaser:

  	
   

  	
  To the address set forth under such

  Purchaser’s name on the signature pages

  hereto.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If to any other Person who is

  then the registered Holder:

  	
   

  	
  To the address of such Holder as it

  appears in the stock transfer books of the

  Company or such other address as may

  be designated in writing hereafter, in the

  same manner, by such Person.

  



 


provided, that any party
may change its address for notices by providing written notice to the other
parties in the manner prescribed by this Section.



 12
 








 


(h)           Successors and
Assigns.  This Agreement shall inure
to the benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each Holder.  The Company may not assign its rights or
obligations hereunder without the prior written consent of each Holder.  The rights of the Holders hereunder,
including the right to have the Company register Registrable Securities
pursuant to this Agreement, may be assigned by each Holder to transferees or
assignees of all or any portion of the Registrable Securities, but only if (i)
the Holder agrees in writing with the transferee or assignee to assign such
rights, and a true and complete copy of such agreement is furnished to the
Company prior to such assignment, (ii) prior to such assignment, the Company is
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being transferred or assigned, (iii) at or before the time the Company received
the written notice contemplated by clause (ii) of this sentence, the transferee
or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein and (iv) the transferee is an “accredited investor”
as that term is defined in Rule 501 of Regulation D.


(i)            Execution
and Counterparts.  This Agreement may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and, all of which taken together shall constitute
one and the same Agreement.  In the event
that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


(j)            Governing
Law.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the internal laws
of the State of New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party
hereto or its respective Affiliates, employees or agents) will be commenced in
the New York Courts.  Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any New York Court, or that such
Proceeding has been commenced in an improper or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner
permitted by law.  Each party hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any Proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.  If any party shall commence a Proceeding to
enforce any provisions of this Agreement, then the prevailing party in such
Proceeding shall be reimbursed by the other parties for its attorney’s fees and
other costs and expenses incurred with the investigation, preparation and prosecution
of such Proceeding.


(k)           Cumulative
Remedies.  The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.


(l)            Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall 



 13
 








in no way be affected, impaired or
invalidated, and the parties hereto shall use their reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


(m)          Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


(n)           Independent
Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under this
Agreement are several and not joint with the obligations of any other Purchaser
hereunder, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser hereunder.  The decision of each Purchaser to purchase
Shares pursuant to the Transaction Documents has been made independently of any
other Purchaser.  Nothing contained
herein or in any other agreement or document delivered at any closing, and no
action taken by any Purchaser pursuant hereto or thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in
any way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement.  Each Purchaser
acknowledges that no other Purchaser has acted as agent for such Purchaser in
connection with making its investment hereunder and that no Purchaser will be
acting as agent of such Purchaser in connection with monitoring its investment
in the Shares or enforcing its rights under the Transaction Documents.  Each Purchaser shall be entitled to protect
and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Purchaser to be
joined as an additional party in any Proceeding for such purpose.  The Company acknowledges that each of the
Purchasers has been provided with the same Registration Rights Agreement for
the purpose of closing a transaction with multiple Purchasers and not because
it was required or requested to do so by any Purchaser.


(o)           Currency.  Unless otherwise indicated, all dollar
amounts referred to in this Agreement are in United States Dollars.  All amounts owing under this Agreement are in
United States Dollars.  All amounts
denominated in other currencies shall be converted in the United States dollar
equivalent amount in accordance with the applicable exchange rate in effect on
the date of calculation.


(p)           Further
Assurances.  The parties shall
execute and deliver all such further instruments and documents and take all
such other actions as may reasonably be required to carry out the transactions
contemplated hereby and to evidence the fulfillment of the agreements herein
contained.


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 14














 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
written above.


	
  

  	
  INTERNATIONAL FIGHT LEAGUE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Gareb Shamus

  
	
   

  	
   

  	
  Title: President
  and Chief Executive Officer

  



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SIGNATURE PAGES OF HOLDERS TO FOLLOW]









 



 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


	
  

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  City/State/Zip:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tel:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Email: