INVESTMENT AGREEMENTInvestment 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").
SECURITY AGREEMENTSecurity 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”).
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 AGREEMENTSubscription Agreement • May 19th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts
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.
DEBENTURE REGISTRATION RIGHTS AGREEMENTDebenture 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 AGREEMENTDebenture 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 AGREEMENTWarrant 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:
EQUITY LINE REGISTRATION RIGHTS AGREEMENTEquity Line Registration Rights Agreement • May 19th, 2006 • Execute Sports Inc • Men's & boys' furnishgs, work clothg, & allied garments • Massachusetts
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”).
