Exhibit 2.4
EXECUTE SPORTS LOAN AGREEMENT
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This Loan Agreement ("Agreement") is made and effective February 22, 2006,
BETWEEN: Valley Financial Hodings Corp. (the "Lender"), an individual having
its 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
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RECITALS
WHEREAS, Borrower desires to obtain from Lender a loan in the principal amount
of $135,000.00 (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
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
On or before the September 30, 2006 (the "Due Date") Borrower promises to pay to
Lender the sum of $135,000.00 together with an annual interest rate of Nine (9%)
percent.
2. BREAKDOWN OF LOAN
Amount of Loan: $135,000.00
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Total of payments: 1
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Annual Rate: Nine Percent
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3. REPAYMENT
Borrower will repay the amount of this loan in one installment of $135,000.00 on
or before the Due Date.
4. PREPAYMENT
Lender grants Borrower the right to prepay the whole outstanding amount at any
time without penalty.
5. SECURITY
To protect Lender, Borrower will secure the payment of the loan with 540,000
shares of Execute Sports, Inc. stock ("Collateral Shares"). When Borrower takes
receipt of 540,000 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 9% per year.
7. RIGHT OF OFFSET
If this loan becomes past due, the Lender will have the right to close out 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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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its President
PAYMENT IN KIND PROMISSORY NOTE
$135,000.00
February 22, ▇▇▇▇
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FOR VALUE RECEIVED, the undersigned, Execute Sports, Inc., a Nevada corporation
("Maker"), hereby promise to pay, to Valley Financial Hodings Corp., or order
("Payee"), the principal sum of One Hundred Thousand and Thirty Five Dollars
($135,000.00), with interest on the unpaid principal at the rate of nine percent
(9%) per annum until September 30, 2006 ("Due Date"). Principal and interest
shall be payable as follows: Interest only shall be paid every ninety days; at
Payee's option, either in Maker's common stock or cash until the due date, at
which time the 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.
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: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: President