Execute Sports Inc Sample Contracts

Execute Sports Inc – LETTER AGREEMENT (November 13th, 2008)

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:

Execute Sports Inc – INTERCREDITOR AND STANDBY AGREEMENT (October 16th, 2008)

This Intercreditor and Standby Agreement (the "Agreement") is made effective as of the 4th day of September, 2008 (the "Effective Date") by and between Execute Sports, Inc., a Nevada corporation ("Borrower"), and all other Senior Lender(s) (as defined below) of Borrower.

Execute Sports Inc – ASSET PURCHASE AGREEMENT (October 16th, 2008)

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:

Execute Sports Inc – SUBSCRIPTION AGREEMENT $5,750,000 Of The Company’s Five-Year Secured Debentures Convertible Into The Company’s Common Stock. (September 12th, 2007)

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.

Execute Sports Inc – FACE AMOUNT: $5,750,000 PRICE: $5,750,000 DEBENTURE NUMBER: August 2007 101 ISSUANCE DATE: August 23, 2007 MATURITY DATE: August 23, 2012 (September 12th, 2007)

This Debenture (this “Debenture”) is subject to automatic conversion or redemption in full, at the Holder’s option, at the end of five (5) years from the date of issuance, at which time the Debenture outstanding will be automatically converted based upon the formula set forth in Article 3.2(c) hereof.

Execute Sports Inc – 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 (September 12th, 2007)

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2007, is entered into by and among IMAR Group, Inc. (“Seller”), a wholly-owned subsidiary of Challenger Powerboats, Inc., a Nevada corporation and Execute Sports Inc., a Nevada corporation ( “Buyer”).

Execute Sports Inc – Execute Sports, Inc.. WARRANT NO. AUGUST 2007 101 Dated: August 22, 2007 (September 12th, 2007)

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, Ltd., a Cayman Island exempted company (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of  five million seven hundred and fifty thousand (5,750,000) shares of the common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Warrant Shares”), at an exercise price equal to 2/100 per share ($.02) (the “Exercise Price”).  This Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its original issuance as noted above (the “Expiration Date”), subject to the following terms and conditions:

Execute Sports Inc – PROMISSORY NOTE (August 17th, 2007)

FOR VALUE RECEIVED, Execute Sports, Inc., a Nevada corporation, and all of its subsidiaries (the “Company”) (OTC BB: EXCS) hereby promises to pay to the order of DUTCHESS PRIVATE EQUITIES FUND, LTD., a Cayman Island exempted company (the “Holder”), by the Maturity Date, or earlier, the Face Amount of Three Hundred and Twelve Thousand Dollars ($312,000) plus accrued interest U.S., (this “Note”) in such amounts, at such times and on such terms and conditions as are specified herein. The Company and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Agreement.

Execute Sports Inc – ADDENDUM TO PROMISSORY NOTE (August 1st, 2007)

This Addendum to that certain Payment in Kind Promissory Note (the “Addendum”) is made this 31st day of July 2007, and is entered into by and between John Helms (“Payee”), located at 1222 Via Visalia, San Clemente, California 92672, and Execute Sports, Inc. (f/k/a Padova International, Inc., the “Maker”), located at 21143 Hawthorne Boulevard, Suite 425, Torrance, California 90503, and supplements that certain Payment in Kind Promissory Note entered into between the parties, dated March 15, 2006 in the principal face amount of $174,824.26 (the “Note”).

Execute Sports Inc – PROMISSORY NOTE (April 20th, 2007)

FOR VALUE RECEIVED, Execute Sports, Inc., a Nevada corporation, and all of its subsidiaries (the “Company”) (OTC BB: EXCS) hereby promises to pay to the order of DUTCHESS PRIVATE EQUITIES FUND, LTD., a Cayman Island exempted company (the “Holder”), by the Maturity Date, or earlier, the Face Amount of One Hundred and Thirty-two Thousand Dollars ($132,000) plus accrued interest  U.S., (this “Note”) in such amounts, at such times and on such terms and conditions as are specified herein.  The Company and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Agreement.

Execute Sports Inc – TRADEMARK TRANSFER AND ASSIGNMENT AGREEMENT (February 5th, 2007)

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

Execute Sports Inc – EXCLUSIVE MARKETING AGREEMENT (September 12th, 2006)

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”).

Execute Sports Inc – Academy Snowboard Company Enters Into Strategic Sales and Marketing Agreement with UDT Distribution Corporation (September 12th, 2006)

SAN DIEGO, September 12, 2006 (PRIMEZONE) -- Execute Sports, Inc. (OTC BB:EXCS.OB - News) announced today that it has entered into a strategic partnership with UDT Distribution Corporation (“UDT”) wherein UDT will retain exclusivity for its sales and marketing efforts of the Academy Snowboard Company brand throughout Europe. Under the terms of the agreement, UDT is required to meet minimum sales targets on an annual basis for calendar years 2007 through 2011 to retain exclusivity in Europe. If the targets are met, UDT will have sold more than 80,000 snowboards into Europe through the 2011 year end.

Execute Sports Inc – PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (May 24th, 2006)

THIS PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (“Agreement”) is made and entered into as of February 28, 2005 (the “Effective Date”), by and between Padova International, Inc., a Nevada corporation (“Maker”), and Sheryl Gardner, an individual residing at ________________, California (“Holder”).

Execute Sports Inc – 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 individual ("Employee") (May 24th, 2006)

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");

Execute Sports Inc – DEBT CONVERSION AGREEMENT (May 24th, 2006)

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 One Hundred Thousand ($100,000.00) dollars (the "Note");

Execute Sports Inc – PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (May 24th, 2006)

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 NewHeart Ministries, an organization located at ________________, California (“Holder”).

Execute Sports Inc – DEBT CONVERSION AGREEMENT (May 24th, 2006)

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");

Execute Sports Inc – PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (May 24th, 2006)

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”).

Execute Sports Inc – PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (May 24th, 2006)

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”).

Execute Sports Inc – DEBENTURE AGREEMENT (May 19th, 2006)

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.

Execute Sports Inc – DEBENTURE REGISTRATION RIGHTS AGREEMENT (May 19th, 2006)

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”).

Execute Sports Inc – EQUITY LINE REGISTRATION RIGHTS AGREEMENT (May 19th, 2006)

Registration Rights Agreement (the “Agreement”), dated as of May 12, 2006, by and between Execute Sports, Inc., a corporation organized under the laws of State of Nevada, with its principal executive office at 1284 Puerta Del Sol,, Suite 150, San Clemente, CA 92673 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

Execute Sports Inc – SECURITY AGREEMENT (May 19th, 2006)

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”).

Execute Sports Inc – Execute Sports, Inc. This offering consists of $1,900,000 of the Company’s 5 Year Convertible Debentures convertible into the Company’s Common Stock. SUBSCRIPTION AGREEMENT (May 19th, 2006)

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

Execute Sports Inc – INVESTMENT AGREEMENT (May 19th, 2006)

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").

Execute Sports Inc – WARRANT AGREEMENT (May 19th, 2006)

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")

Execute Sports Inc – TRADEMARK LICENSE AGREEMENT (August 30th, 2005)
Execute Sports Inc – TRADEMARK LICENSE AGREEMENT (August 30th, 2005)