Execute Sports Inc Sample Contracts

WITNESSETH:
License Agreement • August 30th, 2005 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
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RECITALS
Consulting Agreement • August 30th, 2005 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN EXECUTE SPORTS, INC. AND SKIVA GRAPHICS & SCREEN PRINTING, INC.
Registration Rights Agreement • March 8th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
INVESTMENT AGREEMENT
Investment Agreement • May 19th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of May 15, 2006 by and between Execute Sports, Inc. a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

RECITALS
Consulting Agreement • June 16th, 2005 • Execute Sports Inc • California
SECURITY AGREEMENT
Security Agreement • May 19th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts

SECURITY AGREEMENT (this “Agreement”), dated as of May 15, 2006, by and among Execute Sports, Inc., a Nevada corporation (“Company”), and Dutchess Private Equities Fund, LP, Dutchess Private Equities Fund, II, L.P. both a Delaware Limited partnership, as the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”) (sometimes hereinafter the Company and the Secured Party are collectively referred to as the “parties”).

SUBSCRIPTION AGREEMENT $5,750,000 Of The Company’s Five-Year Secured Debentures Convertible Into The Company’s Common Stock.
Subscription Agreement • September 12th, 2007 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts

Convertible Debentures (the “Debentures”) of Execute Sports, Inc., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act.

RECITALS
Promissory Note Cancellation and Reissuance Agreement • August 30th, 2005 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
DEBENTURE REGISTRATION RIGHTS AGREEMENT
Debenture Registration Rights Agreement • May 19th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts

DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 15, 2006, by and between Execute Sports, Inc., a company organized under the laws of state of Nevada (the “Company”), and Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP (collectively, the “Holder”).

DEBENTURE AGREEMENT
Debenture Agreement • May 19th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

WARRANT AGREEMENT
Warrant Agreement • May 19th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts

Execute Sports, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), hereby certifies that, for value received from Dutchess Private Equities Fund, L.P. and Dutchess Private Equities Fund, II, LP (collectively, the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of four hundred and seventy-five thousand dollars ($475,000) worth of the Common Stock, $.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to the Conversion Price (as defined in the Debenture Agreement of this date between the Company and the Holder). The Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its original issuance (the "Expiration Date"), subject to the following terms and conditions:

EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and entered into as of the 15th day of December, 2005 (the "Commencement Date"), by and between Execute Sports, Inc. (the "Company"), and Todd M. Pitcher, an...
Employment Agreement • May 24th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

WITNESSETH: WHEREAS, the Company under the name Execute Sports, Inc. (such activities, together with all other activities of the Company and its subsidiaries, if any, as conducted at or prior to the termination of this Employment Agreement, and any future activities reasonably related thereto which are contemplated by the Company and/or its subsidiaries at the termination of this Employment Agreement identified in writing by the Company to Employee at the date of such termination, are hereinafter referred to as the "Business Activities");

R E C I T A L S
Services Agreement • August 30th, 2005 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • May 24th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments

WHEREAS, on February 28, 2005, the Company issued a Promissory Note due February 28, 2006, as amended from time to time, to the Holder in an aggregate principal amount of Ninety Thousand ($90,000.00) dollars (the "Note");

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ORIGINAL
Trademark License Agreement • August 30th, 2005 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
CONFIDENTIAL ASSET PURCHASE AGREEMENT by and among IMAR Group, Inc., a wholly- owned subsidiary of Challenger Powerboats, Inc. and Execute Sports Inc. August 29, 2007
Asset Purchase Agreement • September 12th, 2007 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT
Promissory Note Cancellation and Reissuance Agreement • May 24th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

THIS PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (“Agreement”) is made and entered into as of March 15, 2006 (the “Effective Date”), by and between Execute Sports, Inc., a Nevada corporation (“Maker”), and John Helms, an individual residing at ________________, California (“Holder”).

EXCLUSIVE MARKETING AGREEMENT
Exclusive Marketing Agreement • September 12th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

THIS EXCLUSIVE MARKETING AGREEMENT ("Agreement") dated August ___, 2006 ("Effective Date"), is made and entered into by and between Execute Sports, Inc., with principal offices at 1284 Puerta del Sol, Suite 150 San Clemente, CA 92673 ("Execute"), and UDT Distribution Corporation, a California corporation, having its principal place of business at 275 W. Walnut Street, Compton, CA, 90220 (“UDT”).

TRADEMARK TRANSFER AND ASSIGNMENT AGREEMENT
Trademark Transfer and Assignment Agreement • February 5th, 2007 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

The parties to this Agreement are Execute Sports, Inc., Pacific Sports Group, Inc., (collectively “Seller”) and Duane Pacha and Jeff Baughn (“Buyers”).

Exhibit 2.1 LETTER OF INTENT
Execute Sports Inc • January 3rd, 2006 • Men's & boys' furnishgs, work clothg, & allied garments • California
PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT
Promissory Note Cancellation and Reissuance Agreement • May 24th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

THIS PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (“Agreement”) is made and entered into as of March 28, 2006 (the “Effective Date”), by and between Execute Sports, Inc., a Nevada corporation (“Maker”), and Ron & Dori Arko, individuals residing at ________________, California (“Holder”).

LETTER AGREEMENT
Letter Agreement • November 13th, 2008 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

This Letter Agreement (the "Agreement") is entered into as of November 7, 2008 (the "Effective Date") by and between Execute Sports, Inc. (the "Company") and Dutchess Privates Equities Fund, Ltd. ("Dutchess"), with reference to the following facts:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 16th, 2008 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

This Asset Purchase Agreement (the "Agreement") is entered into as of October 9, 2008 (the "Effective Date") by and between Execute Sports, Inc., a Nevada corporation ("Seller"), and Coosaw Capital Partners a LLC, a South Carolina LLC ("Purchaser"), with reference to the following facts:

BACKGROUND
Execute Sports Inc • June 16th, 2005 • North Carolina
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