Exhibit 2.3
EXECUTE SPORTS LOAN AGREEMENT
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This Loan Agreement ("Agreement") is made and effective February 7, 2006,
BETWEEN: Hector Pineda (the "Lender"), an individual., having his main
residence located at:
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AND: Execute Sports, Inc. (the "Borrower"), a corporation organized and
existing under the laws of the State of Nevada, with its head office
located at:
1284 Puerta del Sol
Suite 1284
San Clemente, CA 92673
RECITALS
WHEREAS, Borrower desires to obtain from Lender a loan in the principal amount
of $10,000.00 (the "Loan"); and
WHEREAS, Lender desires to grant Borrower the Loan to be used for operating
capital; and
WHEREAS, Borrower's obligation to repay the Loan shall be evidenced by a demand
convertible promissory note substantially in the form attached as Exhibit A
hereto (the "Note") and deliver to Lender the Note with execution and delivery
of this Agreement.
NOW, THEREFORE, in consideration of the terms and conditions herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. PROMISE TO PAY
Within two months from the date of execution of this Agreement, Borrower
promises to pay to Lender the sum of $10,000.00 at an annual interest rate of
Twelve (12%) percent.
2. BREAKDOWN OF LOAN
Amount of Loan: $10,000.00
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Total of payments: 1
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Annual Rate: Twelve Percent
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3. REPAYMENT
Borrower will repay the amount of this loan in one installment of $10,000.00 on
the first day of the sixth month after the execution of this Agreement.
4. PREPAYMENT
Lender grants Borrower the right to prepay the whole outstanding amount at any
time.
5. SECURITY
To protect Lender, Borrower will collateralize loan with 40,000 shares of
Execute Sports, Inc. stock ("Collateral Shares"). When Borrower takes receipt of
40,000 shares of Execute Sports, Inc. stock, Borrower will execute a Pledge
Agreement for the Collateral Shares.
6. DEFAULT
If for any reason Borrower fails to make payment on time, Borrower shall be in
default. The Lender can then demand immediate payment of the entire remaining
unpaid balance of this loan, without giving anyone further notice. If Borrower
has not paid the full amount of the loan when the final payment is due, the
Lender will charge interest on the unpaid balance at 12% per year.
7. RIGHT OF OFFSET
If this loan becomes past due, the Lender will have the right to pay this loan
from any deposit or security Borrower has with Lender without further notice.
IN WITNESS WHEREOF, the undersigned has caused this Loan Agreement to be duly
executed as of the date first written below.
LENDER EXECUTE SPORTS, INC.
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Authorized Signature Authorized Signature
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Todd M. Pitcher, its President
PAYMENT IN KIND PROMISSORY NOTE
$10,000.00
February 7, 2006
San Diego, California
FOR VALUE RECEIVED, the undersigned, Execute Sports, Inc., a Nevada corporation
("Maker"), hereby promise to pay, to Hector Pineda, or order ("Payee"), the
principal sum of Ten Thousand Dollars ($10,000.00), with interest on the unpaid
principal at the rate of twelve percent (12%) per annum until August 7, 2006
("due date"). Principal and interest shall be payable as follows: Interest only
shall be paid annually; at Payee's option, either in Maker's common stock or
cash until the due date, at which time the remaining outstanding balance of the
principal, any accrued but unpaid interest and all other sums hereunder shall be
payable in full.
Interest shall be computed on the basis of a 365-day year and actual days
lapsed. Maker shall have the privilege of prepaying the principal under this
Note in whole or in part, without penalty or premium at any time. All payments
hereunder shall be applied first to interest, then to principal.
Maker shall pay upon demand any and all expenses, including reasonable attorney
fees, incurred or paid by Holder of this Note without suit or action in
attempting to collect funds due under this Note. In the event an action is
instituted to enforce or interpret any of the terms of this Note, including but
not limited to any action or participation by Maker in, or in connection with, a
case or proceeding under the Bankruptcy Code or any successor statute, the
prevailing party shall be entitled to recover all expenses reasonably incurred
at, before and after trial and on appeal or review, whether or not taxable as
costs, including, without limitation, attorney fees, witness fees (expert and
otherwise), deposition costs, copying charges and other expenses.
This Note is executed in connection with the transaction set out in that certain
Promissory Note Cancellation and Re-issuance Agreement of even date, by and
among the Maker and Holder and is subject to the terms thereof.
All parties to this Note hereby waive presentment, dishonor, notice of dishonor,
and protest. All parties hereto consent to, and Holder is hereby expressly
authorized to make, without notice, any and all renewals, extensions,
modifications, or waivers of the time for or the terms of payment of any sum or
sums due hereunder, or under any documents or instruments relating to or
securing this Note, or of the performance of any covenants, conditions or
agreements hereof or thereof or the taking or release of collateral securing
this Note. Any such action taken by Holder shall not discharge the liability of
any party to this Note.
This Note has been executed and delivered in the State of California and shall
be governed and construed in accordance with the laws of the State of
California.
Execute Sports, Inc.
A Nevada corporation
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By: Todd M. Pitcher
Its: President