EXHIBIT
10.2
ASSET PURCHASE AGREEMENT
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:
RECITALS
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A.
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Whereas; Seller desires to sell
all of its Sugar Sand boat assets specified in this Agreement and
Purchaser desires to acquire all of Seller's Sugar Sand boat assets
specified in this Agreement (the " Asset Sale ").
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NOW
THEREFORE, in consideration of the mutual promises and agreements
set forth herein, and other good valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the
parties, the parties hereby agree as follows:
1.
Assets Acquired . On the terms and subject to the
conditions of this Agreement, Seller shall, on the Closing Date,
sell, assign, transfer, convey and deliver to Purchaser or cause to
be sold, assigned, transferred, conveyed and delivered to Purchaser
free and clear of any liens, encumbrances or liabilities, and
Purchaser shall acquire from Seller, on the Closing Date, all of
Seller's right, title and interest in and to the following assets
listed on Schedule 1 hereto (collectively, the "
Assets ").
2.
Closing . Subject to the terms and conditions of
this Agreement, the sale and purchase of the Assets contemplated by
this Agreement shall take place at a closing (the " Closing
") to be held at the offices of the Seller 110 West C Street, Suite
1300, San Diego, California, on the Effective Date or at such other
place or at such other time or on such other date as Seller and
Purchaser may mutually agree upon in writing (the day on which the
Closing takes place being the " Closing Date ").
3.
Consideration for Assets . In consideration for
the Assets acquired hereunder, Purchaser shall pay; (1) $25,000 at
the Closing to "Execute Sports" at the address of the Closing
listed in Section 2 above, and (2) an amount equal to two percent
(2%) of the gross sales of all models of Sugar Sand boats sold by
Purchaser (the " Residual Fee ") in the period beginning on
the Effective Date through until January 1, 2014 (the " Residual
Fee Period "). Gross sales of Sugar Sand boats made during the
Residual Fee Period shall be the total of the amount received for
each Sugar Sand boat including equipment or optional equipment
included with each boat sale (but not including the proceeds from
the sale of any trailer included with a boat, if any), prior to any
rebate or dealer promotion or allowance. The Residual Fee shall be
paid on a quarterly basis for all sales made in the period ending
through the last day of the month immediately prior to the month
that the Residual Fee is due. The Residual Fee shall be due on the
fifteenth (15 th ) day of each January, April, July and
October beginning on January 15, 2009 through January 15,
2014.
4.
Representations and Warranties .
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(a.)
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Seller makes the following
representations and warranties to Purchaser:
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(i)
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that it is a corporation duly
organized under the laws of the State of Nevada and that it is a
corporation in good standing in that state; and
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(ii)
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that it owns the Assets being
sold to Purchaser pursuant to this Agreement and that it has the
authority to transact the Asset Sale contemplated herein and to
transfer the Assets to Purchaser pursuant to the terms of this
Agreement; and
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(b.)
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Purchaser makes the following
representations and warranties to Seller:
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(i)
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that it is a LLC duly organized
under the laws of the State of South Carolina and that it is a LLC
in good standing in that state; and
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(ii)
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that it has the authority to
acquire the Assets and transact the Asset Sale contemplated
herein.
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5.
Other Covenants . Seller and Purchaser agree that
all claims for warranty (express or implied) or product liability
of any kind related to any Sugar Sand boat manufactured prior to
the Effective Date shall be the sole responsibility of Seller and
that all claims for warranty (express or implied) or product
liability of any kind related to any Sugar Sand boat manufactured
after the Effective Date shall be the sole responsibility of
Purchaser. Notwithstanding the foregoing the parties agree that the
Sugar Sand boat listed on Schedule 1 is being acquired by Purchaser
"As Is and Where Is" without guaranty or warranty of any kind,
whether express or implied.
6.
Assumed Liabi
